[Form 4] Metropolitan Bank Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Alset Inc. (AEI) 8-K: On 23 Jul 2025 the company closed its purchase of New Energy Asia Pacific Inc. (NEAPI) from Chairman/CEO Chan Heng Fai for an $83 m, 1% promissory note convertible at $3.00 per share. Immediately after closing, Chan converted the entire note into 27.67 m restricted AEI shares, retiring the debt.

NEAPI owns 41.5 % of Hong-Kong based New Energy Asia Pacific Co., a distributor of all-electric specialty vehicles, charging stations and batteries. Management calls the deal a strategic push into sustainable transport, citing signed MOUs and “strong interest” from Asian municipal customers that could drive near-term revenue growth.

The all-stock consideration increases AEI’s outstanding share count and further concentrates insider ownership. Because the seller is AEI’s largest shareholder, the transaction is a related-party deal; the share issuance relied on the Section 4(a)(2) private-placement exemption.

Positive

• Elimination of $83 m debt through immediate note conversion strengthens balance sheet.
• Strategic entry into EV distribution aligns with high-growth, sustainability-focused market.
• 1% interest rate limited carrying cost prior to conversion.

Negative

• 27.7 m new shares create substantial dilution for existing shareholders.
• Related-party transaction with Chairman raises governance and valuation concerns.
• No financial metrics or accretion analysis provided for acquired business.

Insights

Equity Research Analyst

TL;DR Strategic EV entry, debt removed, but dilution heavy and revenue still speculative—overall neutral.

The $83 m note’s immediate conversion eliminates leverage and gives AEI exposure to fast-growing electric specialty vehicles. However, the 27.7 m new shares materially dilute existing holders; at a $3 conversion price the deal implies a rich 1.8× book multiple for an unproven asset. No pro-forma revenue or EBITDA were disclosed, so it is difficult to gauge accretion. Execution risk in EV distribution across Asia remains high.

Corporate Governance Specialist

TL;DR Insider self-dealing and significant dilution raise governance red flags—negative.

The seller is AEI’s Chairman/CEO and gains additional control via new stock, yet the board has not disclosed an independent fairness opinion. Minority investors now face both ownership concentration and uncertain valuation of NEAPI. Lack of registration and limited financial disclosure increase risk of future scrutiny.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GUTMAN HARVEY

(Last) (First) (Middle)

99 PARK AVENUE

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Metropolitan Bank Holding Corp. [ MCB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/22/2025		S		1,400	D	$78.4091(1)	18,743(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The $78.4091 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.4000 to $78.7400, inclusive. The Reporting Person undertakes to provide to Metropolitan Bank Holding Corp., any security holder of Metropolitan Bank Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Footnote 1.

2. Includes restricted stock units that vest 100% on January 27, 2026.

	/s/ Zachary Levine, Attorney-in-Fact	07/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Alset Inc. (AEI) acquire on July 23 2025?

AEI acquired 100% of New Energy Asia Pacific Inc., which holds 41.5% of Hong Kong-based New Energy Asia Pacific Company Limited.

How much did AEI pay for NEAPI?

$83 million via a 1% promissory note convertible at $3.00 per share.

How many AEI shares were issued in the transaction?

27,666,667 restricted common shares were issued to Chairman Chan Heng Fai upon note conversion.

Will the acquisition affect AEI’s debt levels?

Yes. The note’s immediate conversion removes the $83 million liability, leaving no new debt from the deal.

Why is the deal considered a related-party transaction?

The seller, Chan Heng Fai, is AEI’s Chairman, CEO and largest shareholder, creating potential conflicts of interest.