AMTB adds two directors, expands board to 12 – Form 8-K filed

On June 24, 2025, Amerant Bancorp Inc. (NYSE: AMTB) filed a Form 8-K reporting governance changes under Item 5.02.

Rhea-AI Filing Summary

On June 24, 2025, Amerant Bancorp Inc. (NYSE: AMTB) filed a Form 8-K reporting governance changes under Item 5.02. The Board of Directors unanimously voted to increase its size from ten to twelve members and, effective the same day, appointed Patricia (“Patty”) Morrison and Jack Kopnisky as non-employee directors of both the holding company and its wholly owned subsidiary, Amerant Bank, N.A. The appointments were recommended by the Corporate Governance, Nominating and Sustainability Committee and each director will serve until the 2026 Annual Meeting, unless earlier resignation or removal.

The filing states that no committee assignments have yet been determined and that neither appointee has related-party transactions reportable under Item 404(a) of Regulation S-K. Compensation will consist of a pro-rated portion of the US$46,000 annual cash retainer for Board service in 2025, additional cash retainers if committee roles are subsequently assigned, and the standard annual equity grant of restricted stock units awarded to all non-employee directors. Item 8.01 also references a press release (Exhibit 99.1) announcing the appointments. No financial metrics, operational updates, or other material events were disclosed in this filing.

Positive

• Board expanded from ten to twelve members with two non-employee directors appointed.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board expands to twelve; two non-employee directors added—neutral financial impact, modest governance refresh.

The Form 8-K is limited to board-level changes. Increasing board size can improve oversight breadth, but the filing does not provide background on the appointees, committee assignments, or strategic rationale, making the immediate impact neutral for shareholders. Compensation aligns with existing board policy and is immaterial to earnings. Absence of related-party transactions and standard remuneration indicate routine governance practice rather than a transformational event.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Amerant Bancorp (AMTB) file a Form 8-K on June 24, 2025?

The company disclosed board changes, expanding the board to 12 members and appointing two new directors.

Who was appointed to Amerant Bancorp's board of directors?

Patricia (“Patty”) Morrison and Jack Kopnisky were appointed effective June 24, 2025.

How many directors does Amerant Bancorp now have?

The board now consists of twelve members, up from ten.

What compensation will the new directors receive?

Each will receive a pro-rated share of the $46,000 annual cash retainer plus standard annual RSU equity awards.

When will the new directors’ terms expire?

Both directors will serve until the 2026 Annual Meeting, unless they resign or are removed earlier.

Are there any related-party transactions involving the new directors?

No. The filing reports no transactions under Item 404(a) of Regulation S-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/24/2025 - 09:20 AM Learn about SEC filing dates

0001734342false00017343422025-06-242025-06-24

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 24, 2025

 

Amerant Bancorp Inc.

(Exact name of registrant as specified in its charter) 

Florida

001-38534

65-0032379

(State or other jurisdiction of incorporation

(Commission file number)

(IRS Employer Identification Number)

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:

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).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 24, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of Amerant Bancorp Inc. (the “Company”) authorized increasing the size of the Board from ten (10) to twelve (12) members, and thereafter appointed Patricia (“Patty”) Morrison and Jack Kopnisky to serve as members of the Company’s Board, with such appointments to be effective as of the Effective Date. The appointment of the two directors was based upon the recommendation of the Corporate Governance, Nominating and Sustainability Committee of the Board. Each of the two newly appointed directors will serve until the 2026 Annual Meeting, subject to his or her earlier death, or until they shall resign or shall have been removed from office in the manner provided in the Company’s Amended and Restated Bylaws. Each of the two appointed directors will also be appointed to the Board of Directors of the Company’s wholly owned bank subsidiary, Amerant Bank, N.A. (the “Bank”). The appointments of Mrs. Morrison and Mr. Kopnisky were not pursuant to any arrangement or understanding between each of the directors and any other person.

As of the date of this Current Report on Form 8-K, the Board has not appointed either of the two newly appointed directors to serve on any committees of the Board and has not made a decision regarding which committee(s) of the Board, if any, each of the two newly appointed directors is expected to be appointed to in the future.

Neither Mrs. Morrison or Mr. Kopnisky have any transactions reportable under Item 404(a) of Regulation S-K. As newly appointed non-employee directors of the Board in 2025, each of the appointed directors are each entitled to a pro-rata portion of the $46,000 annual retainer for service on the Board. If Mrs. Morrison and Mr. Kopnisky are appointed to serve on any committee(s) of the Board they shall each be entitled to a pro-rata portion of the annual retainer for service on each of the Company Board Committees to which they are appointed. These amounts will be pro-rated for 2025, based upon time of service as a Company director. Each newly appointed director shall also be entitled to any annual equity compensation granted to members of the Board in the form of restricted stock units.

Item 8.01 Other Events

On June 24, 2025, the Company issued a press release announcing the appointment of Mrs. Morrison and Mr. Kopnisky to the Boards of Directors of the Company and the Bank. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Number			Exhibit
99.1			Press Release dated June 24, 2025
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.

Date: June 24, 2025

Amerant Bancorp Inc.

By:

/s/ Julio V. Pena

Name: Julio V. Pena

Title: Executive Vice President, Associate General Counsel and Corporate Secretary