Form 4: Amalgamated Financial Director Exercises Options, Sells Shares

Amalgamated Financial Corp. Director Julie Kelly exercised stock options, sold shares, and received restricted stock units in late October and early November 2025.

Summary

• Director Julie Kelly engaged in multiple equity transactions involving Amalgamated Financial Corp. common stock between October 30, 2025, and November 1, 2025.
• On October 30, 2025, Kelly exercised non-qualified stock options to acquire a total of 13,000 shares of common stock across three tranches, with exercise prices of $12, $13.75, and $14.65 per share.
• Concurrently on October 30, 2025, Kelly disposed of 6,310 shares of common stock at a price of $27.5575 per share, likely to cover tax obligations related to the option exercises.
• On October 31, 2025, Kelly sold an additional 6,697 shares of common stock at a weighted average price of $27.3416 per share, with individual transaction prices ranging from $27.06 to $27.635.
• On November 1, 2025, Kelly received a grant of 2,311 restricted stock units (RSUs) at a price of $0 per unit, which vested immediately upon grant.
• This RSU grant was in consideration of the company's termination of its stock option program and Kelly's early exercise of all outstanding and vested stock options on October 30, 2025.
• Following these transactions, Kelly's direct beneficial ownership of Amalgamated Financial Corp. common stock stands at 19,074 shares.

Sentiment

Score: 6

Explanation: The filing reports standard insider transactions involving option exercises, share sales (some for tax purposes), and a grant of restricted stock units. The shift in compensation structure from options to RSUs is a neutral to slightly positive corporate governance development. The director's net sale of shares could be for personal liquidity and is a common occurrence after option exercises.

Positives

• Director Julie Kelly received 2,311 immediately vesting restricted stock units, providing direct equity ownership.
• The exercise of stock options at prices significantly below the market sale price ($12, $13.75, $14.65 vs. $27.5575, $27.3416) indicates a profitable transaction for the director.

Negatives

• Director Julie Kelly sold a total of 13,007 shares (6,310 for tax purposes and 6,697 in a direct sale) over two days, which represents a significant reduction in her holdings from the peak after option exercises.

Future Outlook

The company has terminated its stock option program for this director, replacing it with a grant of immediately vesting restricted stock units. This suggests a potential shift in the company's equity compensation strategy for directors.

Management Comments

• The reporting person undertakes to provide to Amalgamated Financial Corp., any security holder of Amalgamated Financial 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 range set forth in footnote (1) to this Form 4.
• The reported transaction involved the reporting person's receipt of a grant of 2,311 restricted stock units, which vest immediately upon grant, in consideration of the Company's termination of the stock option program and the Director's early exercise of all outstanding and vested stock options on October 30, 2025.

Industry Context

The shift from stock options to restricted stock units (RSUs) for director compensation is a common trend in corporate governance. RSUs are often viewed as a more direct form of equity ownership, aligning director interests with shareholder value more closely than traditional options, which can sometimes incentivize short-term gains.

Corporate Governance

Related Party Transactions

• The transactions involve a director of Amalgamated Financial Corp. exercising stock options, selling shares, and receiving restricted stock units from the company, which are standard related-party equity compensation and trading activities.

Stakeholder Impact

• Shareholders: The director's sale of shares could be interpreted in various ways, from personal liquidity needs to a signal about future company performance. The shift to RSUs for compensation may be viewed positively as it ties compensation more directly to stock value.
• Employees: While this filing specifically concerns a director, a broader termination of the stock option program could impact the company's overall employee compensation strategy and retention efforts, potentially shifting towards RSU-based incentives.

Key Dates

Keywords

Amalgamated Financial Corp, AMAL, Julie Kelly, Director, Stock Options, Restricted Stock Units, Insider Trading, SEC Form 4, Share Sale, Equity Compensation, Corporate Governance