Form 4: Central Pacific Financial COO Morimoto Reports Share Vesting & Tax Sale
Insider Transaction Report
Central Pacific Financial's Vice Chairman and COO, David Morimoto, reported the vesting of 7,746 performance share units and the subsequent sale of 3,371 shares to cover tax obligations.
Summary
- David Morimoto, Vice Chairman & COO of Central Pacific Financial Corp. (CPF), reported transactions on February 17, 2026.
- Acquired 7,746 shares of common stock at a price of $0, stemming from a Performance Share Unit (PSU) grant from February 15, 2023, which cliff vested on February 15, 2026, with performance results certified on February 23, 2026.
- Disposed of 3,371 shares of common stock at $34.38 per share to cover tax liabilities associated with the vested shares.
- Following these specific transactions, Morimoto directly beneficially owns 4,375 shares of common stock from this particular vesting event.
- The filing also details numerous other direct common stock holdings resulting from various RSU and PSU grants with vesting schedules ranging from 2011 to 2025.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral to slightly positive event. The vesting of PSUs indicates performance targets were met, which is positive, but the subsequent sale for taxes is a routine, non-discretionary event.
Positives
- The vesting of 7,746 Performance Share Units (PSUs) indicates the achievement of performance criteria for the 2023 grant, reflecting successful executive performance.
- The acquisition of shares at $0 cost represents earned compensation for the executive.
Negatives
- The disposition of 3,371 shares for tax purposes reduces the executive's direct ownership, although this is a common and non-discretionary practice for equity compensation.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that insider transactions, such as the vesting of equity awards and subsequent tax-related sales, are common occurrences in the financial services industry as part of executive compensation structures. These transactions typically reflect pre-scheduled events rather than discretionary trading based on new material information.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | David Morimoto granted a Power of Attorney to various company officers (CEO, President, CFO, etc.) to prepare, execute, and file Forms 3, 4, and 5 on his behalf, ensuring compliance with Section 16(a) of the Securities Exchange Act of 1934. | 06/07/2015 | Streamlines the process for executive compliance with SEC reporting requirements for insider transactions, reducing administrative burden on the executive and ensuring timely disclosures. |
Stakeholder Impact
- Shareholders: The vesting of PSUs suggests management achieved performance goals, which is generally positive. The tax-related sale is a routine event and does not necessarily signal a lack of confidence.
- Employees: Reflects the company's ongoing use of equity compensation to incentivize executives.
Next Steps
- Future vesting of RSU and PSU grants on various dates, as detailed in the footnotes, will lead to additional share issuances and potential tax-related dispositions for the executive.
Key Dates
| Date | Description |
|---|---|
| 05/02/2011 | RSU time-based grant date (outstanding balance as of 7/1/15, 3,710 shares to vest on 5/2/16) |
| 05/15/2014 | RSU time-based grant date (outstanding balance as of 7/1/15, vesting schedule: 1,000-5/15/16; 1,000-5/15/17; 1,000-5/15/18; 1,000-5/15/19) |
| 02/15/2015 | RSU time-based grant date (vesting schedule: 243-2/15/16; 242-2/15/17; 243-2/15/18) |
| 02/17/2015 | PSU Grant date (shares to vest on 2/15/18, based on performance criteria results) |
| 06/07/2015 | Date Power of Attorney was executed by David Morimoto. |
| 08/17/2015 | RSU time-based grant date (5-year vesting schedule, shares to vest in equal increments) |
| 02/16/2016 | PSU Grant date (cliff vests on 2/15/19 based on 2018 year-end performance results) |
| 02/15/2017 | PSU Grant date (cliff vests on 2/18/20 based on 2019 year-end performance results) |
| 02/15/2018 | PSU Grant date (cliff vests on 2/16/21 based on 2020 year-end performance results) |
| 02/15/2018 | RSU time-based grant date (shares vest evenly over 3 years) |
| 02/15/2019 | PSU Grant date (cliff vests on 2/15/22 based on 2021 year-end performance results) |
| 02/15/2019 | RSU Time-Based Grant date (shares vest evenly over 3 years) |
| 02/18/2020 | RSU Time-Based Grant date (shares vest evenly over 3 years) |
| 05/15/2020 | RSU Time-Based Grant date (shares vest evenly over 3 years) |
| 02/16/2021 | PSU Grant date (cliff vests on 2/15/24 based on 2023 year-end performance results) |
| 02/16/2021 | RSU Time-Based Grant date (shares vest evenly over 3 years) |
| 02/15/2022 | PSU Grant date (cliff vests on 2/15/25 based on 2024 year-end performance results) |
| 02/15/2022 | RSU Time-Based Grant date (shares vest evenly over 3 years) |
| 02/15/2023 | PSU Grant date (cliff vests on 2/15/26 based on performance results/approval) |
| 02/15/2023 | RSU Time-Based Grant date (shares vest evenly over 3 years) |
| 02/15/2024 | RSU Grant date (shares vest evenly over 3 years) |
| 02/18/2025 | RSU Grant date (shares vest evenly over 3 years) |
| 02/17/2026 | Transaction Date for PSU vesting and tax-related share disposition. |
| 02/17/2026 | RSU Grant date (shares vest evenly over 3 years) |
| 02/23/2026 | Board Compensation Committee reviewed and certified final performance results for the 2/15/23 PSU Grant. |
| 02/24/2026 | Signature date of the Form 4 filing. |
Recommendation
holdThis Form 4 filing details a routine executive compensation event involving the vesting of performance shares and a subsequent sale to cover tax obligations. It does not provide new material information about the company's operational or financial performance that would warrant a change in investment recommendation. The transaction is expected and reflects standard practice for equity awards.
Keywords
Central Pacific Financial Corp, CPF, David Morimoto, Form 4, Insider Transaction, Equity Compensation, PSU Vesting, Share Sale, Tax Withholding, Executive Compensation, Stock Ownership
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