Amerant Bancorp (AMTB) CFO receives major 2026 RSU and PSU awards

Rhea-AI Filing Summary

Amerant Bancorp Inc. Senior Executive Vice President and Chief Financial Officer Sharymar Calderon reported multiple equity award transactions in company stock and units. She acquired 834 restricted stock units from a 2023 long-term incentive award and 2,223 units from a 2024 award as those grants vested into Class A shares.

On the same date, she received new long-term incentives for 2026 consisting of 8,249 restricted stock units and 8,249 performance-based restricted stock units, each economically equivalent to one share of Class A Common Stock. She also acquired 3,057 Class A shares upon RSU vesting, and 745 shares at $22.73 per share were surrendered to cover tax withholding obligations. The performance units may ultimately pay out between 40% and 180% of the target amount based on three-year financial and shareholder return metrics.

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

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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^*

Calderon Sharymar

(Last) (First) (Middle)

C/O AMERANT BANCORP INC.

220 ALHAMBRA CR.

(Street)

CORAL GABLES FL 33134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amerant Bancorp Inc. [ AMTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEVP - Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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
Class A Common Stock	02/17/2026		M		3,057	A	$0(1)	16,092.85(2)	D
Class A Common Stock	02/17/2026		F		745(3)	D	$22.73	15,347.85	D

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
Restricted Stock Units LTI 2023	$0(1)	02/17/2026		M			834	(4)	(4)	Class A Common Stock	834	$0	2,102(5)	D
Restricted Stock Units LTI 2024	$0(1)	02/17/2026		M			2,223	(6)	(6)	Class A Common Stock	2,223	$0	2,223	D
Restricted Stock Units LTI 2026	$0(1)	02/17/2026		A		8,249		(7)	(7)	Class A Common Stock	8,249	$0	8,249	D
Performance Based Restricted Stock Units LTI 2026	$0(8)	02/17/2026		A		8,249		(9)	(9)	Class A Common Stock	8,249	$0	8,249	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") is the economic equivalent of one share of Class A Common Stock.

2. Includes 305.35 and 310.3 shares acquired under the Amerant Bancorp Inc. Employee Stock Purchase Plan on May 30, 2025 and November 28, 2025, respectively.

3. Reflects the shares of Class A Common Stock that were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of RSUs.

4. On February 16, 2023, Ms. Calderon was awarded 2,500 RSUs, each representing the right to receive, following vesting, one share of Class A Common Stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Ms. Calderon remains in the continuous service of the Company or a subsidiary through each such date. Since the anniversary of the date of grant was on Monday, February 16, 2026, a federal holiday, the vesting occurred on Tuesday, February 17, 2026, the next business day.

5. Balance reflects unvested RSUs awarded to Ms. Calderon on June 1, 2023.

6. On February 16, 2024, Ms. Calderon was awarded 6,669 RSUs, each representing the right to receive, following vesting, one share of Class A Common Stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Ms. Calderon remains in the continuous service of the Company or a subsidiary through each such date. Since the anniversary of the date of grant was on Monday, February 16, 2026, a federal holiday, the vesting occurred on Tuesday, February 17, 2026, the next business day.

7. On February 17, 2026, Ms. Calderon was awarded 8,249 RSUs, each representing the right to receive, following vesting, one share of Class A Common Stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Ms. Calderon remains in the continuous service of the Company or a subsidiary through each such date.

8. Each performance-based restricted stock unit ("PSU") is the economic equivalent of one share of Class A Common Stock.

9. PSUs awarded to Ms. Calderon, each representing the right to receive, following vesting, one share of Class A Common Stock. The actual number of PSUs earned shall be based on the achievement of the Relative Adjusted Return on Average Tangible Common Equity at a Threshold, Target or Maximum level set by the Compensation and Human Capital Committee (the "Committee") further modified by the achievement of specified Threshold, Target or Maximum levels set by the Committee of Relative Total Shareholder Return for a 3-year period beginning January 1, 2026 and ending on December 31, 2028, and in general can range from 40% to 180% of the PSUs. The number reported reflects the target number of PSUs Ms. Calderon may earn.

Remarks:

	/s/ Julio V. Pena, as Attorney-in-Fact for Sharymar Calderon	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did AMTB CFO Sharymar Calderon report?

Amerant Bancorp CFO Sharymar Calderon reported several equity-award-related transactions. She had prior RSU grants vest into Class A Common Stock, received new 2026 RSU and performance-based RSU awards, acquired shares through vesting, and surrendered some shares to satisfy tax withholding obligations tied to those vestings.

How many new RSUs did the AMTB CFO receive in the 2026 awards?

Calderon received 8,249 restricted stock units in a 2026 long-term incentive award. She also received 8,249 performance-based restricted stock units, each economically equivalent to one share of Class A Common Stock, with ultimate payout depending on multi-year financial and total shareholder return performance metrics.

What AMTB Class A Common Stock was acquired or disposed of in this Form 4?

Through RSU vesting, Calderon acquired 3,057 shares of Amerant Bancorp Class A Common Stock. Separately, 745 shares at $22.73 per share were surrendered to cover tax withholding obligations, meaning those shares were disposed of to satisfy taxes rather than through an open-market sale.

How do the performance-based RSUs for the AMTB CFO work?

Each performance-based restricted stock unit equals one share of Class A Common Stock. The actual number earned will depend on Achieved Relative Adjusted Return on Average Tangible Common Equity and Relative Total Shareholder Return from January 1, 2026 through December 31, 2028, ranging from 40% to 180% of target.

What prior AMTB RSU grants vested for the CFO in this filing?

A 2023 award originally granting 2,500 RSUs and a 2024 award granting 6,669 RSUs partially vested. The vesting occurred in substantially equal installments on the third anniversary of each grant date, delayed to February 17, 2026 because the actual anniversary fell on a federal holiday.