MCB CEO DeFazio has 6,050 shares withheld for taxes, holds over 150K shares

Rhea-AI Filing Summary

Metropolitan Bank Holding Corp. President and CEO Mark R. DeFazio reported a compensation-related share withholding. On March 28, 2026, 6,050 shares of common stock were withheld by the company at $80.65 per share to cover tax withholding obligations tied to previously granted stock.

Following this tax-withholding disposition, DeFazio beneficially owns 150,583 common shares directly, plus 5,882 shares indirectly through an LLC and 3,603.936 shares indirectly through a 401(k). Footnotes also indicate multiple outstanding restricted stock unit awards that vest over future years, some subject to performance criteria.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider DeFazio Mark R

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	6,050	$80.65	$488K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 150,583 shares (Direct); Common Stock — 5,882 shares (Indirect, By LLC)

Footnotes (1)

1. Upon delivery to the Reporting Person of certain shares of common stock that were previously disclosed as having been granted, 6,050 shares were withheld by Metropolitan Bank Holding Corp. in respect of tax withholding obligations. Includes restricted stock units granted on March 26, 2025, subject to certain performance criteria, that vest at a rate of 33.3% per year commencing on March 28, 2026. Includes restricted stock units granted on March 1, 2024 that vest at a rate of 33.3% per year commencing on March 1, 2025. Includes restricted stock units granted on March 1, 2025 that vest at a rate of 33.3% per year commencing on March 1, 2026. Includes restricted stock units granted on May 30, 2024, subject to certain performance criteria, that vest at a rate of 33.3% per year commencing on June 1, 2025. The remaining restricted stock units of this award will vest February 28, 2027. Includes restricted stock units granted on March 2, 2026 that vest at a rate of 33.3% per year commencing on March 2, 2027. Includes restricted stock units granted on March 2, 2026 that vest 100% commencing on March 2, 2027. Includes restricted stock units granted on March 26, 2025, subject to certain performance criteria, that vest at a rate of 33.3% per year commencing on March 26, 2026.

Key Figures

Tax-withheld shares: 6,050 shares Withholding price: $80.65 per share Direct holdings after transaction: 150,583 shares +2 more

5 metrics

Tax-withheld shares 6,050 shares Common stock withheld for tax obligations on Mar. 28, 2026

Withholding price $80.65 per share Price used for 6,050 withheld shares

Direct holdings after transaction 150,583 shares Common stock held directly by DeFazio after withholding

Indirect LLC holdings 5,882 shares Common stock held indirectly through an LLC

Indirect 401(k) holdings 3,603.936 shares Common stock held indirectly through a 401(k) plan

Key Terms

tax withholding obligations, restricted stock units, performance criteria, 401(k)

4 terms

tax withholding obligations financial

"shares were withheld by Metropolitan Bank Holding Corp. in respect of tax withholding obligations"

restricted stock units financial

"Includes restricted stock units granted on March 26, 2025, subject to certain performance criteria"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance criteria financial

"restricted stock units granted on March 26, 2025, subject to certain performance criteria"

401(k) financial

"total_shares_following_transaction: "3603.9360" ... nature_of_ownership: "By 401(k)""

A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.

Form 4 Insider Transactions: What Each Field Means →

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DeFazio Mark R

(Last) (First) (Middle)

99 PARK AVENUE

(Street)

NEW YORK NEW YORK 10016

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2026

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

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

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

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	03/28/2026		F		6,050(1)	D	$80.65	150,583(2)(3)(4)(5)(6)(7)(8)	D
Common Stock								5,882	I	By LLC
Common Stock								3,603.936	I	By 401(k)

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. Upon delivery to the Reporting Person of certain shares of common stock that were previously disclosed as having been granted, 6,050 shares were withheld by Metropolitan Bank Holding Corp. in respect of tax withholding obligations.

2. Includes restricted stock units granted on March 26, 2025, subject to certain performance criteria, that vest at a rate of 33.3% per year commencing on March 28, 2026.

3. Includes restricted stock units granted on March 1, 2024 that vest at a rate of 33.3% per year commencing on March 1, 2025.

4. Includes restricted stock units granted on March 1, 2025 that vest at a rate of 33.3% per year commencing on March 1, 2026.

5. Includes restricted stock units granted on May 30, 2024, subject to certain performance criteria, that vest at a rate of 33.3% per year commencing on June 1, 2025. The remaining restricted stock units of this award will vest February 28, 2027.

6. Includes restricted stock units granted on March 2, 2026 that vest at a rate of 33.3% per year commencing on March 2, 2027.

7. Includes restricted stock units granted on March 2, 2026 that vest 100% commencing on March 2, 2027.

8. Includes restricted stock units granted on March 26, 2025, subject to certain performance criteria, that vest at a rate of 33.3% per year commencing on March 26, 2026.

	/s/ Zachary Levine, Attorney-in-Fact	03/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did MCB CEO Mark DeFazio report on this Form 4?

The Form 4 shows Mark DeFazio had 6,050 MCB shares withheld for taxes, not sold in the market. The shares covered tax obligations when previously granted stock was delivered, making this a routine compensation-related event rather than a discretionary open-market trade.

At what price were Metropolitan Bank (MCB) shares withheld for taxes?

The tax-withholding disposition used a price of $80.65 per MCB share. This price applies to the 6,050 common shares withheld by Metropolitan Bank Holding Corp. in connection with DeFazio’s tax obligations on delivery of earlier equity grants.

How many Metropolitan Bank (MCB) shares does Mark DeFazio hold after this filing?

After the reported transaction, DeFazio holds 150,583 MCB common shares directly. He also has indirect holdings of 5,882 shares through an LLC and 3,603.936 shares through a 401(k), according to the ownership table in the Form 4.

Does this MCB Form 4 show an open-market sale by the CEO?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. The company withheld 6,050 shares to satisfy tax obligations when previously granted equity was delivered, which is a standard mechanism for paying taxes on stock-based compensation.

What do the restricted stock unit footnotes mean in the MCB Form 4?

The footnotes state DeFazio’s holdings include multiple restricted stock unit awards granted on several dates. These RSUs generally vest in 33.3% annual installments over three years, with some grants tied to performance criteria before shares are fully delivered.

How are Mark DeFazio’s indirect MCB share holdings structured?

The filing shows DeFazio has indirect ownership in two ways: 5,882 common shares through an LLC and 3,603.936 shares through a 401(k) plan. These positions are separate from his direct 150,583-share common stock holding.