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Metropolitan Bank Holding Corp. is asking stockholders to vote at a virtual annual meeting on April 29, 2026. The agenda includes electing four incumbent independent directors, an advisory Say‑on‑Pay vote on 2025 executive compensation, ratifying Crowe LLP as auditor for 2026, and approving a 2026 Employee Stock Purchase Plan.
The proxy details an independent, classified 12‑member board, recent governance changes such as an enhanced risk committee structure, higher director stock ownership guidelines, and an expanded clawback policy. It also highlights board oversight of risk, cybersecurity, human capital, and the company’s growing focus on digital transformation and artificial intelligence.
Metropolitan Bank Holding Corp. completed an additional equity sale connected to its recent common stock offering. Underwriters exercised a portion of their overallotment option, leading the Company to issue and sell 213,395 shares of common stock at the public offering price of $85.00 per share.
The Company expects to receive approximately $17.2 million in proceeds from this option exercise, after deducting underwriting discounts but before other expenses. This incremental capital further strengthens the Company’s balance sheet by adding new equity funding on top of its previously completed common stock offering.
Metropolitan Bank Holding Corp. EVP & Chief Financial Officer Daniel F. Dougherty bought 1,000 shares of common stock in an open-market purchase on March 10, 2026 at $79.95 per share. After this trade, he directly owns 32,197 shares and indirectly holds 570.054 shares through a 401(k) account.
His reported holdings also include restricted stock units granted on March 1, 2024, March 1, 2025, and March 2, 2026, which vest in installments of 33.3% per year beginning on March 1, 2025, March 1, 2026, and March 2, 2027, respectively.
Metropolitan Bank Holding Corp. Executive Vice President Nick Rosenberg reported equity compensation and related tax withholding in common stock. He acquired 4,241 shares through a grant or award on March 2, 2026 at a stated price of $0.0000 per share, lifting his direct holdings to 30,080 shares.
On the same date, 5,628 shares were disposed of at $84.1500 per share to satisfy tax withholding obligations upon delivery of previously granted shares, leaving 24,452 directly held shares. Footnotes note multiple restricted stock unit grants that vest 33.3% per year starting on specified March vesting dates. Indirect holdings also include 250, 250 and 20 shares held for three children.
Metropolitan Bank Holding Corp. EVP & Chief Financial Officer Daniel F. Dougherty received a grant of 5,487 shares of common stock on March 2, 2026 as a stock award. On the same date, 1,631 shares were withheld at $84.15 per share to cover tax obligations, leaving him with 31,197 directly owned shares plus 570.054 shares held indirectly through a 401(k). Certain restricted stock units from 2024, 2025, and 2026 vest in equal 33.3% annual installments beginning in 2025, 2026, and 2027.
Metropolitan Bank Holding Corp. executive Laura Capra, EVP and Head of Retail Banking, reported a mix of stock award and tax-related activity in company common stock. She acquired 4,650 shares on March 2, 2026 as a grant at a stated price of $0.00 per share, reflecting restricted stock units that vest in three equal installments of 33.3% per year starting March 2, 2027.
On the same date, 1,705 shares were disposed of at $84.15 per share to cover tax withholding obligations, with shares withheld by the company upon delivery of previously granted stock. After these transactions, she directly owned 40,989 shares, which include restricted stock units granted in 2024, 2025, and 2026 that each vest over three years beginning in 2025, 2026, and 2027, respectively.
Metropolitan Bank Holding Corp. executive vice president and general counsel Frederik F. Erikson reported equity compensation and related tax withholding transactions in company common stock. He received 4,536 restricted stock units on March 2, 2026 at no cost, which vest in three equal installments starting March 2, 2027. To satisfy tax obligations upon delivery of previously granted shares, 661 shares were withheld by the company at $84.15 per share. Following these transactions, Erikson directly owns 11,823 shares of common stock, including multiple restricted stock unit awards granted in 2024, 2025, and 2026.
Metropolitan Bank Holding Corp. reported that SVP & Chief Risk Officer Gregory Gaare received an equity award and had shares withheld for taxes. On March 2, 2026, he acquired 2,414 shares of common stock at $0.00 per share as a grant/award. Related footnotes describe these as restricted stock units vesting 33.3% per year starting March 2, 2027. On the same date, 342 shares of common stock at $84.15 per share were disposed of to cover tax withholding obligations upon delivery of previously granted shares, a non‑market, tax-withholding transaction.
Metropolitan Bank Holding Corp. senior executive Scott Norman reported mixed equity transactions. He received a grant of 2,296 shares of common stock as restricted stock units on March 2, 2026, vesting 33.3% annually starting March 2, 2027. On the same date, 2,310 shares were disposed of at $84.15 per share to cover tax withholding when previously granted shares were delivered, leaving him with 12,532 shares held directly.