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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): September 14, 2026
Amerant Bancorp Inc.
(Exact name of registrant as specified in its charter)
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| Florida | | 001-38534 | | 65-0032379 |
(State or other jurisdiction of incorporation | | (Commission file number) | | (IRS Employer Identification Number) |
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| | |
| | |
| 220 Alhambra Circle | | |
Coral Gables, Florida | | 33134 |
| (Address of principal executive offices) | | (Zip Code) |
(305) 460-8728 (Registrant's telephone number, including area code) |
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:
| | | | | |
| ☐ | 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-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbols | Name of exchange on which registered |
| Class A Common Stock | AMTB | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| 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 1.01. Entry into Material Definitive Agreement.
On September 14, 2026, Amerant Bancorp Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc. (the “Underwriter”) providing for the offer and sale of the Company's $50 million aggregate principal amount of 7.00% Senior Notes due 2031 (the “Notes”) pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-296741) filed with and automatically effective upon filing with Securities and Exchange Commission on June 12, 2026 (the “Registration Statement”). The Company made customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Registration Statement. The Company agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. On September 17, 2026, the Company completed its previously announced registered public offering (the “Offering”) of the Notes.
The Notes were issued pursuant to the Base Indenture, dated as of September 17, 2026 (the “Base Indenture”), by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of September 17, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee.
The Notes bear interest at 7.00% per annum, payable semi-annually in arrears on March 17 and September 17 of each year, commencing on March 17, 2027. The Notes are unsecured and unsubordinated, rank equally in priority among themselves and with all of the Company’s other existing and future unsecured and unsubordinated indebtedness, and are senior in right of payment to all of the Company's existing and future subordinated indebtedness. The Notes will mature on September 17, 2031.
The Company received net proceeds of approximately $48.4 million from the Offering after deducting the Underwriter’s discount and certain offering expenses. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include working capital, providing capital to support the organic growth of Amerant Bank, N.A., repaying outstanding indebtedness and repurchasing shares of the Company’s Class A common stock under its stock repurchase program.
The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the Notes are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the Form of Note, copies of which are filed as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any jurisdiction in which such offer, solicitation or sale is unlawful.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 8.01. Other Events.
On September 14, 2026, the Company announced the commencement of the Offering. On September 15, 2026, the Company announced the pricing of the Offering. On September 17, 2026, the Company announced the closing of the Offering. Copies of the press releases announcing the launch, pricing and closing of the Offering are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively.
The legal opinion relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K. The consent of Akerman LLP is filed as Exhibit 23.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
| 1.1 | | Underwriting Agreement, dated September 14, 2026, by and between Amerant Bancorp Inc. and Raymond James & Associates, Inc. |
| 4.1 | | Base Indenture, dated as of September 17, 2026, by and between Amerant Bancorp Inc. and The Bank of New York Mellon, as Trustee. |
| 4.2 | | First Supplemental Indenture, dated as of September 17, 2026, by and between Amerant Bancorp Inc. and The Bank of New York Mellon, as Trustee. |
| 4.3 | | Form of Global Note (included in Exhibit 4.2) |
| 5.1 | | Opinion of Akerman LLP |
| 23.1 | | Consent of Akerman LLP (included in Exhibit 5.1) |
| 99.1 | | Press Release, dated September 14, 2026 (Announces Offering) |
| 99.2 | | Press Release dated September 15, 2026 (Announces Pricing) |
| 99.3 | | Press Release dated September 17, 2026 (Announces Closing) |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| Date: September 17, 2026 | | Amerant Bancorp Inc. |
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| | By: | /s/ Julio V. Pena |
| | | Name: Julio V. Pena |
| | | Title: Executive Vice President, Associate General Counsel and Corporate Secretary |
Amerant Bancorp Inc. Announces Offering of Senior Notes Due 2031
CORAL GABLES, Fla.--(BUSINESS WIRE)-- AMERANT BANCORP INC. (NYSE: AMTB) (the “Company”) today announced the commencement of a registered public offering of senior notes due 2031 (the “Notes”). The Notes will be unsecured and unsubordinated, will rank equally in priority among themselves and with all of the Company’s other existing and future unsecured and unsubordinated indebtedness, and will be senior in right of payment to all of the Company's existing and future subordinated indebtedness. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The Company intends to use the net proceeds from this offering for general corporate purposes, which may include working capital, providing capital to support the organic growth of Amerant Bank, N.A., the Company's wholly-owned bank subsidiary, repaying outstanding indebtedness, and repurchasing shares of the Company’s Class A common stock under its stock repurchase program.
Raymond James & Associates, Inc. will act as the sole book-running manager for the proposed offering.
The Notes will be offered by the Company pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-296741) filed with and automatically effective upon filing with the Securities and Exchange Commission (the “SEC”) on June 12, 2026. A preliminary prospectus supplement and an accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, Tower 3, St. Petersburg, Florida 33716, by telephone at (800) 248-8863, by e-mail at prospectus@raymondjames.com, or by accessing the SEC’s website atwww.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer or sale of the Notes will be made only by means of a prospectus supplement relating to the offering and the accompanying prospectus.
Cautionary Notice Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, including, without limitation, statements regarding the proposed offering and the intended use of proceeds from the offering and other statements that are not historical facts. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target,” “goals,” “outlooks,” “modeled,” and other similar words and expressions of the future.
Forward-looking statements, including those relating to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the Company’s actual results, performance, achievements, or financial condition to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not rely on any forward-looking statements as predictions of future events. You should not expect us to update any forward-looking statements, except as required by law. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, together with those risks and uncertainties described in “Risk factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2025, filed on February 27, 2026, in our quarterly report on Form 10-Q for the quarter ended March 31, 2026, filed on May 1, 2026, and in our other filings with the SEC, which are available at the SEC’s website www.sec.gov.
About Amerant Bancorp Inc. (NYSE: AMTB)
Amerant Bancorp Inc. is a bank holding company headquartered in Coral Gables, Florida since 1979. The Company operates through its main subsidiary, Amerant Bank, N.A. (the "Bank"), as well as its other subsidiary, Amerant Investments, Inc. The Company provides individuals and businesses with deposit, credit and wealth management services. The Bank, which has operated for over 45 years, is headquartered in Florida and has a network of 23 banking centers - 21 in South Florida and 2 in Tampa, Florida. For more information, visit investor.amerantbank.com.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20260913657078/en/
Investors
Laura Rossi
InvestorRelations@amerantbank.com
(305) 460-8728
Media
Alexis Dominguez
MediaRelations@amerantbank.com
Source: Amerant Bancorp Inc.
Amerant Bancorp Inc. Announces Pricing of Senior Notes Due 2031
CORAL GABLES, Fla.--(BUSINESS WIRE)-- AMERANT BANCORP INC. (NYSE: AMTB) (the “Company”) today announced the pricing of its previously announced registered offering of senior notes due 2031 (the "Notes"). The Notes will be for an aggregate principal amount of $50 million. The Notes will bear interest at 7.00% per annum, payable semi-annually in arrears on March 17 and September 17 of each year, commencing on March 17, 2027 and ending on the earlier of the optional redemption date (which is on or after six months prior to maturity of the Notes) or the maturity date. The Notes will be unsecured and unsubordinated, will rank equally in priority among themselves and with all of the Company’s other existing and future unsecured and unsubordinated indebtedness, and will be senior in right of payment to all of the Company's existing and future subordinated indebtedness. The Notes will mature on September 17, 2031. The offering is expected to close on September 17, 2026, subject to customary closing conditions.
The Company intends to use the net proceeds from this offering for general corporate purposes, which may include working capital, providing capital to support the organic growth of Amerant Bank, N.A., the Company's wholly-owned bank subsidiary, repaying outstanding indebtedness, and repurchasing shares of the Company’s Class A common stock under its stock repurchase program.
Raymond James & Associates, Inc. is serving as the sole book-running manager for the offering.
The Notes were offered by the Company pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-296741) filed with and automatically effective upon filing with the Securities and Exchange Commission (the “SEC”) on June 12, 2026. A preliminary prospectus supplement and an accompanying prospectus relating to the offering have been filed with the SEC. Electronic copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, Tower 3, St. Petersburg, Florida 33716, by telephone at (800) 248-8863, by e-mail at prospectus@raymondjames.com, or by accessing the SEC’s website atwww.sec.gov.
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or jurisdiction. Any offer or sale of the Notes will be made only by means of the prospectus supplement relating to the offering and the accompanying prospectus.
Cautionary Notice Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company's intention to issue the Notes and its intended use of proceeds from the offering and other statements that are not historical facts. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target,” “goals,” “outlooks,” “modeled,” and other similar words and expressions of the future.
Forward-looking statements, including those relating to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the Company’s actual results, performance, achievements, or financial condition to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not rely on any forward-looking statements as predictions of future events. You should not expect us to update any forward-looking statements, except as required by law. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, together with those risks and uncertainties described in “Risk factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2025, filed on February 27, 2026, in our quarterly report on Form 10-Q for the quarter ended March 31, 2026, filed on May 1, 2026, and in our other filings with the SEC, which are available at the SEC’s website www.sec.gov.
About Amerant Bancorp Inc. (NYSE: AMTB)
Amerant Bancorp Inc. is a bank holding company headquartered in Coral Gables, Florida since 1979. The Company operates through its main subsidiary, Amerant Bank, N.A. (the "Bank"), as well as its other subsidiary, Amerant Investments, Inc. The Company provides individuals and businesses with deposit, credit and wealth management services. The Bank, which has operated for over 45 years, is headquartered in Florida and has a network of 23 banking centers - 21 in South Florida and 2 in Tampa, Florida. For more information, visit investor.amerantbank.com.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20260915513364/en/
Investors
Laura Rossi
InvestorRelations@amerantbank.com
(305) 460-8728
Media
Alexis Dominguez
MediaRelations@amerantbank.com
Source: Amerant Bancorp Inc.
Amerant Bancorp Inc. Announces Closing of Senior Notes Due 2031
CORAL GABLES, Fla., (GLOBE NEWSWIRE) -- AMERANT BANCORP INC. (NYSE: AMTB) (the “Company”) today announced the closing of its previously announced registered offering of $50 million aggregate principal amount of 7.00% Senior Notes due 2031 (the “Notes”). The Notes bear interest at 7.00% per annum, payable semi-annually in arrears on March 17 and September 17 of each year, commencing on March 17, 2027. The Notes are unsecured and unsubordinated, rank equally in priority among themselves and with all of the Company’s other existing and future unsecured and unsubordinated indebtedness, and are senior in right of payment to all of the Company's existing and future subordinated indebtedness. The Notes will mature on September 17, 2031.
The Company intends to use the net proceeds from this offering for general corporate purposes, which may include working capital, providing capital to support the organic growth of Amerant Bank, N.A., the Company's wholly-owned bank subsidiary, repaying outstanding indebtedness and repurchasing shares of the Company’s Class A common stock under its stock repurchase program.
Raymond James & Associates, Inc. served as the sole book-running manager for the offering. Akerman LLP served as legal counsel to the Company and Alston & Bird LLP served as legal counsel to Raymond James & Associates, Inc.
The Notes were offered by the Company pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-296741) filed with and automatically effective upon filing with the Securities and Exchange Commission (the “SEC”) on June 12, 2026. A final prospectus supplement and an accompanying prospectus relating to the offering have been filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, Tower 3, St. Petersburg, Florida 33716, by telephone at (800) 248-8863, by e-mail at prospectus@raymondjames.com, or by accessing the SEC’s website at www.sec.gov.
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Notice Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company's intended use of proceeds from the offering and other statements that are not historical facts. All statements other than
statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target,” “goals,” “outlooks,” “modeled,” and other similar words and expressions of the future.
Forward-looking statements, including those as to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the Company’s actual results, performance, achievements, or financial condition to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not rely on any forward-looking statements as predictions of future events. You should not expect us to update any forward-looking statements. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, together with those risks and uncertainties described in “Risk factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2025, filed on February 27, 2026, in our quarterly report on Form 10-Q for the quarter ended March 31, 2026, filed on May 1, 2026, and in our other filings with the SEC, which are available at the SEC’s website www.sec.gov.
About Amerant Bancorp Inc. (NYSE: AMTB)
Amerant Bancorp Inc. is a bank holding company headquartered in Coral Gables, Florida since 1979. The Company operates through its main subsidiary, Amerant Bank, N.A. (the "Bank"), as well as its other subsidiary, Amerant Investments, Inc. The Company provides individuals and businesses with deposit, credit and wealth management services. The Bank, which has operated for over 45 years, is headquartered in Florida and has a network of 23 banking centers - 21 in South Florida and 2 in Tampa, Florida. For more information, visit investor.amerantbank.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260917207414/en/
Investors
Laura Rossi
InvestorRelations@amerantbank.com
(305) 460-8728
Media
Alexis Dominguez
MediaRelations@amerantbank.com
Source: Amerant Bancorp Inc.