Form 4: Metropolitan Bank Holding Corp. CEO Sells Over 43,000 Shares Under Pre-Arranged Plan

Mark R. DeFazio, President and CEO of Metropolitan Bank Holding Corp., reported the sale of 43,631 shares of common stock on June 10, 2025, for approximately $2.85 million, executed under a Rule 10b5-1 plan.

Summary

• Mark R. DeFazio, President and CEO, and Director of Metropolitan Bank Holding Corp. (MCB), reported significant sales of common stock on June 10, 2025.
• Mr. DeFazio directly sold 19,873 shares at a weighted average price of $65.3330 per share (ranging from $64.8600 to $65.8600).
• He also directly sold an additional 3,241 shares at a weighted average price of $66.0122 per share (ranging from $65.8700 to $66.4200).
• An LLC associated with Mr. DeFazio sold 17,642 shares at a weighted average price of $65.3330 per share (ranging from $64.8600 to $65.8600).
• The same LLC sold another 2,875 shares at a weighted average price of $66.0120 per share (ranging from $65.8700 to $66.3450).
• The total number of shares sold across these direct and indirect transactions is 43,631.
• Following these transactions, Mr. DeFazio beneficially owns 94,185 shares directly and 3,554.077 shares indirectly through a 401(k) plan.
• The filing indicates that all reported transactions were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
• Remaining beneficial ownership includes restricted stock units (RSUs) granted on March 1, 2023, March 1, 2024, and March 1, 2025, which vest at a rate of 33.3% per year commencing on March 1, 2024, March 1, 2025, and March 1, 2026, respectively.
• Further performance-based RSUs granted on May 30, 2024, will vest at 33.3% per year commencing June 1, 2025, with the remaining portions vesting on February 28, 2026, and February 28, 2027.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to significant insider selling by the CEO. While the execution under a 10b5-1 plan provides transparency and suggests pre-planning rather than opportunistic trading, large insider sales are often perceived negatively by the market as they reduce management's direct equity alignment with shareholders.

Positives

• The sales were conducted under a Rule 10b5-1(c) plan, indicating pre-planned transactions and potentially mitigating concerns about opportunistic insider selling, demonstrating adherence to compliance best practices.

Negatives

• The President and CEO, Mark R. DeFazio, sold a substantial number of shares (43,631 shares), which could be perceived by the market as a lack of confidence in the company's near-term stock performance or a need for personal liquidity.

Risks

• Potential negative market perception due to significant insider selling by the CEO, which could lead to downward pressure on the stock price.
• The sale of a large block of shares by a key executive might raise questions among investors regarding the company's future prospects, even if executed under a 10b5-1 plan.

Future Outlook

The document outlines future vesting schedules for restricted stock units, indicating continued equity incentives for the CEO through at least February 2027. These include RSUs vesting annually from March 2024 to March 2026, and performance-based RSUs vesting from June 2025 through February 2027.

Management Comments

• "The Reporting Person undertakes to provide to Metropolitan Bank Holding Corp., any security holder of Metropolitan Bank Holding 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 ranges set forth in the footnotes."

Industry Context

This Form 4 filing details an insider transaction specific to Metropolitan Bank Holding Corp. and its CEO. While not directly indicative of broader industry trends, insider selling activity can sometimes reflect an executive's view on the company's valuation within its sector, or simply be for personal financial planning, especially when executed under a 10b5-1 plan.

Corporate Governance

Related Party Transactions

• Sales of 17,642 shares and 2,875 shares were conducted indirectly by an LLC, indicating transactions involving an entity closely related to the reporting person, Mark R. DeFazio.

Stakeholder Impact

• Shareholders: May interpret the significant insider selling by the CEO as a negative signal, potentially leading to a decrease in investor confidence and downward pressure on the stock price. Conversely, the execution under a 10b5-1 plan provides transparency and predictability.
• Employees: No direct impact mentioned, but general market reaction to insider selling could indirectly affect employee morale or the perceived value of stock-based compensation.

Next Steps

• Continued vesting of restricted stock units granted on March 1, 2023, with portions vesting on March 1, 2025, and March 1, 2026.
• Continued vesting of restricted stock units granted on March 1, 2024, with portions vesting on March 1, 2025, and March 1, 2026.
• Continued vesting of restricted stock units granted on March 1, 2025, with portions vesting on March 1, 2026, and March 1, 2027.
• Continued vesting of performance-based restricted stock units granted on May 30, 2024, with portions vesting on February 28, 2026, and February 28, 2027.

Key Dates

Recommendation

Keywords

Metropolitan Bank Holding Corp, MCB, Form 4, insider trading, stock sale, Mark R. DeFazio, CEO, beneficial ownership, SEC filing, 10b5-1 plan, restricted stock units