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): February 25, 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 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement

On February 25, 2026, Metropolitan Bank Holding Corp. (the “Company”), ~~the~~entered ~~holding~~into ~~company~~an ~~for~~underwriting ~~Metropolitan~~agreement ~~Commercial Bank~~ (the “~~Bank~~Underwriting Agreement”), ~~issued~~with aUBS ~~press~~Securities ~~release~~LLC ~~announcing~~and ~~the~~Hovde ~~launch~~Group, ofLLC anas ~~underwritten~~representatives ~~public offering~~ of ~~$175.0 million of~~ the ~~Company’s~~underwriters ~~common~~named ~~stock~~therein (the “~~Offering~~Underwriters”). Pursuant Ato ~~copy~~the terms of the ~~press~~Underwriting ~~release~~Agreement, isthe ~~attached~~Company ~~hereto~~agreed asto ~~Exhibit 99.1~~issue and sell, and the ~~information~~Underwriters ~~furnished~~agreed ~~under~~to ~~this Item 7.01~~purchase, ~~including~~subject ~~Exhibit 99.1,~~to ~~shall~~and ~~not~~on bethe ~~deemed~~conditions ~~“filed”~~set ~~for~~forth ~~purposes~~therein, of2,100,000 ~~Section 18~~shares of the ~~Securities~~Company’s ~~Exchange~~common ~~Act~~stock, ofpar ~~1934,~~value as$0.01 ~~amended~~per share (“~~Exchange~~Common ~~Act~~Stock”), ~~nor~~in ~~shall~~a ~~the~~registered ~~information~~public ~~furnished~~offering ~~under~~pursuant ~~this~~to ~~Item~~an ~~7.01~~effective orshelf ~~Exhibit 99.1~~registration bestatement ~~deemed~~on ~~incorporated~~Form byS-3 ~~reference~~(File inNo. ~~any~~333-283534) ~~filings~~and ~~under~~a related prospectus, including the related prospectus supplement, filed with the Securities ~~Act~~and Exchange Commission (the “Offering”). Under the terms of ~~1933,~~the asUnderwriting ~~amended~~Agreement, orthe Company granted the ~~Exchange~~Underwriters ~~Act~~a 30-day option to purchase up to an additional 315,000 shares ~~except~~of asCommon ~~expressly~~Stock. ~~set~~The ~~forth~~Offering byis ~~specific~~expected ~~reference~~to inclose ~~such a~~on ~~filing~~February 27, 2026.

~~Cautionary~~The ~~Statement~~net ~~Regarding~~proceeds ~~Forward-Looking~~from the ~~Statements~~Offering to the Company will be approximately $169.3 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~This~~In ~~Current~~connection ~~Report~~with ~~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~~Offering, ~~results of operations, outlook,~~ ~~business, share repurchases under~~ the ~~program,~~legal ~~dividend~~opinion payments, intention to conduct the proposed offering and the size and final terms of the proposed offering, the completion of the proposed offering and the anticipated use of proceeds from the proposed offering. 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~~legality 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~~Common ~~Reserve and~~Stock ~~other~~sold ~~regulatory bodies; an unexpected deterioration~~ in ~~the~~this ~~performance~~Offering ofis 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~~filed 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~~Exhibit as5.1 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~~is ~~disclaim)~~incorporated ~~any~~herein ~~obligation~~and tointo ~~update~~the orRegistration ~~revise~~Statement ~~any forward-looking statement, except as may be required~~ by ~~law~~reference.

~~Disclaimer~~Item 7.01 Regulation FD Disclosure.

~~This~~On ~~communication~~February ~~does~~25, ~~not~~2026, the ~~constitute~~Company anissued ~~offer to~~a ~~sell~~press orrelease ~~buy,~~announcing ~~nor~~the pricing of the ~~solicitation~~Offering. A copy of anthe ~~offer~~press release is furnished in this Current Report on 8-K, pursuant to ~~sell~~this orItem ~~buy~~7.01, ~~any~~as ~~securities~~Exhibit 99.1, and is incorporated herein by reference.

The information provided under this Item 97.01, ~~Financial~~including ~~Statements~~Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information under this Item 7.01, including Exhibit 99.1, is not intended to, and ~~Exhibits~~does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

~~(d) Exhibits~~Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of February 25, 2026, by and among Metropolitan Bank Holding Corp., UBS Securities LLC and Hovde Group, LLC as representatives of the underwriters named therein.
5.1		Opinion of Duane Morris LLP
23.1		Consent of Duane Morris LLP (included in Exhibit 5.1)
99.1		Press Release dated February 25, 2026
104		~~Cover~~The ~~Page~~cover ~~Interactive~~page ~~Data~~from ~~File~~the ~~(formatted~~Company’s asForm ~~inline~~8-K, ~~XBRL~~formatted ~~and contained~~ in ~~Exhibit~~Inline ~~101)~~XBRL.

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: February 25, 2026	By:	/s/ Daniel F. Dougherty
Dated: February 26, 2026	By:	/s/ Daniel F. Dougherty
	~~Daniel F. Dougherty~~	Daniel F. Dougherty
	~~Executive Vice President and Chief Financial Officer~~	Executive Vice President and Chief Financial Officer

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