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Ameris Bancorp (ABCB) CEO awarded shares, uses stock to cover tax

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ameris Bancorp CEO H. Palmer Proctor Jr. reported equity compensation and related tax withholding in common stock. He received a stock grant of 64,610 shares from a performance stock unit award and an additional 13,988-share grant under the 2021 Omnibus Equity Compensation Plan, both at no cost.

To cover tax obligations from the 64,610-share grant, 28,778 shares were withheld at $82.93 per share as a tax-withholding disposition, rather than an open-market sale. Following these awards and withholding, his directly held common stock position is 391,372.3989 shares, and he also reports indirect holdings through a 401(k), children, and spouse accounts.

Positive

  • None.

Negative

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Insider PROCTOR H PALMER JR
Role CEO
Type Security Shares Price Value
Grant/Award Common Stock 64,610 $0.00 --
Tax Withholding Common Stock 28,778 $82.93 $2.39M
Grant/Award Common Stock 13,988 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 406,162.399 shares (Direct); Common Stock — 23,259.754 shares (Indirect, 401(k))
Footnotes (1)
  1. Stock grant pursuant to performance stock unit award originally granted February 23, 2023 pursuant to the Ameris Bancorp 2021 Omnibus Equity Compensation Plan. This transaction represents the withholding of 28,778 shares of common stock to satisfy the tax withholding obligations incurred by the reporting person upon the stock grant of 64,610 shares on February 19, 2026. Stock grant pursuant to the Ameris Bancorp 2021 Omnibus Equity Compensation Plan, vesting: (i) 4,663 shares on February 19, 2027; (ii) 4,663 shares on February 19, 2028; and (iii) 4,662 shares on February 19, 2029. This total includes an additional 40.076399 ESPP shares acquired by the reporting person as a participant in the Employee Stock Purchase Plan. This total includes an additional 263.871321 shares acquired through a dividend reinvestment plan.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
PROCTOR H PALMER JR
(Last) (First) (Middle)
3490 PIEDMONT RD NE
STE 1550
(Street)
ATLANTA GA 30305
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ameris Bancorp [ ABCB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026
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)
Code V Amount (A) or (D) Price
Common Stock 02/19/2026 A(1) 64,610 A $0 406,162.3989 D
Common Stock 02/19/2026 F(2) 28,778 D $82.93 377,384.3989 D
Common Stock 02/19/2026 A(3) 13,988 A $0 391,372.3989(4) D
Common Stock 23,259.7538 I 401(k)
Common Stock 22,806.9486(5) I By Children
Common Stock 17,977.9594 I Spouse
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Stock grant pursuant to performance stock unit award originally granted February 23, 2023 pursuant to the Ameris Bancorp 2021 Omnibus Equity Compensation Plan.
2. This transaction represents the withholding of 28,778 shares of common stock to satisfy the tax withholding obligations incurred by the reporting person upon the stock grant of 64,610 shares on February 19, 2026.
3. Stock grant pursuant to the Ameris Bancorp 2021 Omnibus Equity Compensation Plan, vesting: (i) 4,663 shares on February 19, 2027; (ii) 4,663 shares on February 19, 2028; and (iii) 4,662 shares on February 19, 2029.
4. This total includes an additional 40.076399 ESPP shares acquired by the reporting person as a participant in the Employee Stock Purchase Plan.
5. This total includes an additional 263.871321 shares acquired through a dividend reinvestment plan.
Remarks:
H. Palmer Proctor, Jr. by Elna Klein-Kolarich as Attorney-In-Fact 02/23/2026
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Ameris Bancorp (ABCB) disclose about CEO H. Palmer Proctor Jr.'s new stock awards?

Ameris Bancorp granted CEO H. Palmer Proctor Jr. 64,610 shares from a performance stock unit award and another 13,988 shares under its 2021 Omnibus Equity Compensation Plan. Both awards were issued at no cost as part of his equity compensation.

How were taxes handled on Ameris Bancorp (ABCB) CEO’s recent stock grant?

To satisfy tax withholding on the 64,610-share grant, 28,778 shares of Ameris Bancorp common stock were withheld at $82.93 per share. This is recorded as a tax-withholding disposition, not an open-market sale, and covers the CEO’s tax liability on the award.

What is Ameris Bancorp (ABCB) CEO H. Palmer Proctor Jr.’s direct share ownership after these transactions?

After the reported stock grants and tax withholding, CEO H. Palmer Proctor Jr. directly owns 391,372.3989 shares of Ameris Bancorp common stock. This figure reflects the net balance following both the equity awards and the share withholding for associated tax obligations.

Does the Ameris Bancorp (ABCB) CEO hold additional shares indirectly?

Yes. Besides his direct holdings, the CEO reports indirect Ameris Bancorp common stock through a 401(k), accounts held by children, and his spouse. Each indirect position is listed separately, reflecting ownership through these related accounts rather than direct personal holdings.

Were any of Ameris Bancorp (ABCB) CEO’s transactions open-market buys or sells?

No open-market buys or sells were reported. The filing shows stock grants at no cost and a tax-withholding disposition of 28,778 shares, where shares were withheld to pay tax obligations arising from the 64,610-share equity award.