Form 4: Coastal Financial Corp. Insider Brian Hamilton Reports Tax-Related Share Disposition Following RSA Vesting

Coastal Financial Corp. Director and President of CCBX, Brian T. Hamilton, reported the disposition of 326 common shares valued at $88.70 per share, withheld for tax obligations upon the vesting of restricted stock.

Summary

• Brian T. Hamilton, a Director and President of CCBX at Coastal Financial Corp. (CCB), reported a transaction on May 27, 2025.
• The transaction involved the disposition of 326 shares of Common Stock.
• These shares were withheld for the payment of withholding taxes upon the vesting of a Restricted Stock Award (RSA) granted on May 30, 2024.
• The price per share for the disposition was $88.70.
• Following this transaction, Mr. Hamilton beneficially owns 101,386 shares of Common Stock directly.
• His total beneficial ownership includes 20,930 restricted stock units (RSUs) with remaining shares vesting monthly in approximately equal amounts through April 30, 2028.
• It also includes 60,000 performance-based RSUs which are eligible to vest on the first day of each month beginning October 1, 2024, until April 30, 2028, the quantity of which is subject to continuous employment and achievement of certain stock price conditions.
• Additionally, 15,000 performance-based RSUs are eligible to vest on April 30, 2028, subject to continuous employment and achievement of return on equity that is at least 80% of the company's comparator peer group.
• Finally, 669 RSUs are included, which vest in four approximately equal remaining installments, with each RSU representing the right to receive one share of common stock upon vesting.

Sentiment

Score: 6

Explanation: The transaction itself (tax withholding) is neutral. However, the underlying event (vesting of RSAs) is positive as it indicates performance conditions were met. The significant remaining unvested equity awards also align executive interests with long-term shareholder value, contributing to a slightly positive sentiment overall.

Positives

• The vesting of Restricted Stock Awards (RSAs) indicates that performance or time-based conditions for the awards have been met, reflecting positively on the company's and the executive's performance.
• The significant remaining beneficial ownership of 101,386 shares, including a substantial number of unvested RSUs (96,600 performance-based and 21,599 time-based), aligns the executive's long-term interests with shareholder value.

Negatives

• The disposition of 326 shares, while for tax purposes, represents a reduction in direct shareholding by an insider.

Risks

• The vesting of performance-based RSUs is subject to future conditions, including continuous employment, stock price conditions, and achievement of return on equity targets relative to a peer group, which introduces uncertainty regarding the full realization of these awards.

Future Outlook

The document indicates significant future vesting events for Brian T. Hamilton's equity awards. This includes 20,930 RSUs vesting monthly through April 30, 2028, and 60,000 performance-based RSUs vesting monthly from October 1, 2024, until April 30, 2028, contingent on continuous employment and specific stock price conditions. An additional 15,000 performance-based RSUs are set to vest on April 30, 2028, subject to continuous employment and the achievement of a return on equity at least 80% of the company's comparator peer group. These vesting schedules align executive incentives with long-term company performance and shareholder value creation.

Industry Context

This Form 4 filing reflects a routine executive compensation event within the financial services industry, where equity awards like RSUs are common tools for aligning management incentives with shareholder interests. The specific conditions for performance-based RSUs (stock price and ROE relative to peers) are standard practices designed to drive competitive performance.

Comparison to Industry Standards

• The use of Restricted Stock Awards (RSAs) and Restricted Stock Units (RSUs) with both time-based and performance-based vesting conditions is a standard practice in executive compensation across the financial services industry, similar to compensation structures at regional banks and financial institutions like Umpqua Bank, Columbia Banking System, or Pacific Premier Bancorp.
• The inclusion of stock price conditions and Return on Equity (ROE) targets relative to a comparator peer group for performance-based awards aligns with best practices for incentivizing executives to achieve market-leading and financially sound results, comparable to performance metrics used by larger financial institutions.

Stakeholder Impact

• Shareholders: The vesting of executive equity awards and the subsequent tax-related disposition are routine events. The substantial unvested performance-based awards indicate continued alignment of executive incentives with shareholder value creation.
• Employees: Not directly impacted by this specific filing, but the executive's compensation structure is part of the broader company compensation philosophy.

Next Steps

• Continued monthly vesting of 20,930 RSUs through April 30, 2028.
• Continued monthly vesting of 60,000 performance-based RSUs from October 1, 2024, until April 30, 2028, subject to stock price conditions.
• Vesting of 15,000 performance-based RSUs on April 30, 2028, subject to ROE performance.
• Remaining installments of 669 RSUs to vest.

Key Dates

Keywords

Coastal Financial Corp, CCB, Form 4, Insider Transaction, Brian T Hamilton, Restricted Stock Units, RSU, Performance-based RSU, Stock Vesting, Executive Compensation, Beneficial Ownership, Tax Withholding