Metropolitan Bank Holding Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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METROPOLITAN BANK HOLDING CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14-6(i)(1) and 0-11.

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Letter from Our Chief Executive Officer

Dear Stockholder:

On behalf of our Board of Directors, we cordially invite you to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Metropolitan Bank Holding Corp. (the “Company”). The Annual Meeting will be held on Wednesday, May 28, 2025 at 9:00 a.m., Eastern Time. We are holding our Annual Meeting in a virtual meeting format once again this year to ensure expanded access, improved communication and cost savings for our stockholders. Your attendance at the Annual Meeting is important to us, and we have provided detailed instructions for voting your shares, virtually attending and participating at the Annual Meeting starting on page 69 of this proxy statement (this “Proxy Statement”).

The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the Annual Meeting. The Company’s Annual Report to Stockholders, which contains detailed information concerning our activities and operating performance, is also enclosed for your review. We encourage you to read both this Proxy Statement and the Annual Report carefully prior to voting your shares and attending the annual meeting. With our unique position as a mid-sized commercial bank head-quartered in New York City, we see a great deal of potential to drive long-term value for our stockholders. The Board of Directors is regularly engaged with our management team to advise and challenge them toward better outcomes for you, our valued stockholder.

You will be asked to vote on the following items at the Annual Meeting:

the election of four directors;

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a non-binding advisory proposal to approve the compensation of our Named Executive Officers for 2024 (the “Say-on-Pay” proposal);

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the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2025; and

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the approval of an amendment to the Amended and Restated Metropolitan Bank Holding Corp. 2022 Equity Incentive Plan (the “Equity Incentive Plan Amendment”).

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The Board of Directors unanimously recommends a vote “FOR” each of the director nominees, approval of the Say-on-Pay proposal, the ratification of our independent registered public accounting firm, and the approval of the Equity Incentive Plan Amendment.

Your vote is important to us, whether or not you plan to virtually attend the Annual Meeting. Please vote your shares through any of the acceptable means described in this Proxy Statement as promptly as possible.

We thank you for your investment in the Company and look forward to convening with you on May 28th.

Notice of Annual Meeting of Stockholders

To Be Held on May 28, 2025

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Metropolitan Bank Holding Corp. (the “Company”) will be:

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The Annual Meeting will be held in a virtual meeting format. To be admitted to the Annual Meeting, you must go online towww.meetnow.global/M2XRACH.

Please read the enclosed proxy statement (this “Proxy Statement”) carefully for details regarding how to vote, attend and participate in the Annual Meeting. Instructions can be found starting on page 69 of this Proxy Statement.

We anticipate that this Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement will begin being mailed to stockholders on or about April 17, 2025.

Each stockholder, whether or not he or she plans to virtually attend the Annual Meeting, is requested to vote without delay. If you submit your proxy in advance you may revoke it at any time by filing with the corporate secretary of Metropolitan Bank Holding Corp. a written revocation, voting a proxy bearing a later date or virtually attending the Annual Meeting and voting on the meeting website.

By Order of the Board of Directors

Zachary Levine

Corporate Secretary

New York, New York

April 17, 2025

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