Form 8-K

8-K — Metropolitan Bank Holding Corp.

Accession: 0001104659-26-076471

Filed: 2026-06-22

Period: 2026-06-19

CIK: 0001476034

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2618462d1_8k.htm (Primary)

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

June 19, 2026

METROPOLITAN BANK HOLDING CORP.

(Exact Name of Registrant as Specified in Its Charter)

New

York

001-38282

13-4042724

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File No.)

(I.R.S. Employer Identification No.)

99 Park Avenue, New York, New York

10016

(Address of Principal Executive Offices)

(Zip Code)

(212)

659-0600

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4c)

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

MCB

New York Stock Exchange

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

On June 19, 2026, the board of directors of Metropolitan

Bank Holding Corp. (the “Company”) approved a new share repurchase program pursuant to which the Company is authorized to

repurchase up to $50.0 million of its outstanding common stock, par value $0.01 per share (the “Share Repurchase Program”).

Repurchases under the Share Repurchase Program may be conducted from time to time on the open market or by other means in accordance with

applicable securities laws and other restrictions, including, in part, under a Rule 10b5-1 plan, which allows stock repurchases when the

Company might otherwise be precluded from doing so. The number of shares to be repurchased and the timing of repurchases, if any, will

depend on several factors, including market conditions, prevailing share price, corporate and regulatory requirements, and other considerations.

The Share Repurchase Program represents a newly

authorized program that replaces and supersedes the previously disclosed program that was authorized by the Company’s board of directors

on July 17, 2025.

The Company intends to fund the Share Repurchase

Program with available cash. The Share Repurchase Program has no expiration date, may be discontinued or suspended at any time and does

not obligate the Company to acquire any amount of its common stock.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include

but are not limited to the Company’s future financial condition and capital ratios, results of operations and the Company’s

outlook, business, share repurchases under the Share Repurchase Program, dividend payments and statements related to the completion of

the public offering of common stock and the anticipated use of proceeds from the public offering of common stock. Forward-looking statements

are not historical facts. Such statements may be identified by the use of such words as “may,” “believe,” “expect,”

“anticipate,” “plan,” “continue” or similar terminology. These statements relate to future events

or our future financial performance and involve risks and uncertainties that are difficult to predict and are generally beyond our control

and may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied

by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable,

we caution you not to place undue reliance on these forward-looking statements. Factors which may cause our forward-looking statements

to be materially inaccurate include, but are not limited to the following: the interest rate policies of the Federal Reserve and other

regulatory bodies; an unexpected deterioration in the performance of our loan or securities portfolios; changes in liquidity, including

the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio; unexpected increases in our

expenses; different than anticipated growth and our ability to manage our growth; global pandemics, or localized epidemics, could adversely

affect the Company’s financial condition and results of operations; potential recessionary conditions, including the related effects

on our borrowers and on our financial condition and results of operations; an unanticipated loss of key personnel or existing clients,

or an inability to attract key employees; increases in competitive pressures among financial institutions or from non financial institutions

which may result in unanticipated changes in our loan or deposit rates; unanticipated increases in FDIC insurance premiums or future assessments;

legislative, tax or regulatory changes or actions, which may adversely affect the Company’s business; impacts related to or resulting

from regional and community bank failures and stresses to regional banks; changes in deposit flows, funding sources or loan demand, which

may adversely affect the Company’s business; changes in accounting principles, policies or guidelines may cause the Company’s

financial condition or results of operation to be reported or perceived differently; general economic conditions, including unemployment

rates, either nationally or locally in some or all of the areas in which the Company does business, or conditions in the securities markets

or the banking industry being less favorable than currently anticipated; inflation, which may lead to higher operating costs; declines

in real estate values in the Company’s market area, which may adversely affect our loan production; an unexpected adverse financial,

regulatory, legal or bankruptcy event experienced by our non-bank financial service clients or critical technology service providers;

system failures or cybersecurity breaches of our information technology infrastructure and/or confidential information or those of the

Company’s third-party service providers; emerging issues related to the development and use of artificial intelligence that could

give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business or clients; failure to maintain

current technologies or technological changes that may be more difficult or expensive to implement than anticipated, and failure to successfully

implement future information technology enhancements; the costs, including the possible incurrence of fines, penalties, or other negative

effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement

actions, or other legal actions to which we or any of our subsidiaries are a party, and which may adversely affect our results; the current

or anticipated impact of military conflict, terrorism or other geopolitical events; the successful implementation or consummation of new

business initiatives, which may be more difficult or expensive than anticipated; the timely and efficient development of new products

and services offered by the Company or its strategic partners, as well as risks (including reputational and litigation) attendant thereto,

and the perceived overall value and acceptance of these products and services by clients; changes in consumer spending, borrowing or savings

habits; the risks associated with adverse changes to credit quality; an unexpected failure to successfully manage our credit risk and

the sufficiency of our allowance for credit losses; credit and other risks from borrower and depositor concentrations (e.g., by geographic

area and by industry); difficulties associated with achieving or predicting expected future financial results; and the potential impact

on the Company’s operations and clients resulting from natural or man-made disasters, wars, acts of terrorism, cyberattacks and

pandemics, as well as those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K and Quarterly Reports

on Form 10-Q which have been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not undertake (and expressly disclaim)

any obligation to update or revise any forward-looking statement, except as may be required by law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

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: June 22, 2026

/s/ Daniel F. Dougherty

Daniel F. Dougherty

Executive Vice President and Chief Financial Officer

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