UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
As previously reported, Metropolitan Bank Holding Corp. (the “Company”) entered into an underwriting agreement with UBS Securities LLC and Hovde Group, LLC as representatives of the underwriters named therein (the “Underwriters”) in connection with an underwritten public offering (the “Offering”) of $175.0 million of the Company’s common stock (“Common Stock”), pursuant to which the Company granted the Underwriters an option (the “Option”) for a period of 30 days following the closing of the Offering to purchase up to an additional 315,000 shares of Common Stock. On March 12, 2026, the Underwriters exercised the Option to purchase 213,395 shares of Common Stock, and on March 16, 2026 the Company issued and sold to the Underwriters such shares and received net proceeds of approximately $17.2 million after deducting underwriters’ discounts and commissions.
A copy of the press release announcing the Underwriters’ exercise of the Option is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release dated March 16, 2026 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| METROPOLITAN BANK HOLDING CORP. | ||
| Dated: March 16, 2026 | By: | /s/ Daniel F. Dougherty |
| Daniel F. Dougherty | ||
| Executive Vice President and Chief Financial Officer | ||