SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DeFazio Mark R

(Last)

(First)

(Middle)

99 PARK AVENUE

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Metropolitan Bank Holding Corp. [ MCB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2025		S		19,873	D	$65.333⁽¹⁾	97,426⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D
Common Stock	06/10/2025		S		3,241	D	$66.0122⁽⁶⁾	94,185⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D
Common Stock	06/10/2025		S		17,642⁽⁷⁾	D	$65.333⁽⁸⁾	2,875	I	By LLC
Common Stock	06/10/2025		S		2,875	D	$66.012⁽⁹⁾	0	I	By LLC
Common Stock								3,554.077	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The $65.3330 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.8600 to $65.8600, inclusive. 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 this Footnote 1.

2. Includes restricted stock units granted on March 1, 2023 that vest at a rate of 33.3% per year commencing on March 1, 2024.

3. Includes restricted stock units granted on March 1, 2024 that vest at a rate of 33.3% per year commencing on March 1, 2025.

4. Includes restricted stock units granted on March 1, 2025 that vest at a rate of 33.3% per year commencing on March 1, 2026.

5. Includes restricted stock units granted on May 30, 2024, subject to certain performance criteria, that vest at a rate of 33.3% per year commencing on June 1, 2025. The remaining restricted stock units of this award will vest 1/3 on each of February 28, 2026 and 2027.

6. The $66.0122 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.8700 to $66.4200, inclusive. 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 this Footnote 6.

7. Includes 3,333 shares previously reported as held directly by the Reporting Person.

8. The $65.3330 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.8600 to $65.8600, inclusive. 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 this Footnote 8.

9. The $66.0120 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.8700 to $66.3450, inclusive. 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 this Footnote 9.

	/s/ Zachary Levine, Attorney-in-Fact	06/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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President and CEO Defazio Mark R sold $2,854,698 worth of shares (43,631 units at $65.43), decreasing direct ownership by 20% to 94,185 units (SEC Form 4)