Equity awards tie Amerant Bancorp (AMTB) EVP pay to 3-year performance

Rhea-AI Filing Summary

Eelman Anthony J. reported acquisition or exercise transactions in this Form 4 filing.

Amerant Bancorp executive Anthony J. Eelman, EVP and Chief Products Officer, received equity-based awards that tie his compensation to future company performance. He was granted 4,399 restricted stock units, each equal to one share of Class A common stock, vesting in three equal annual installments starting one year after the February 17, 2026 grant date, contingent on continued service.

He was also awarded 4,399 performance-based restricted stock units, with the actual shares earned ranging from 40% to 180% of this target amount. Payout depends on achieving Relative Adjusted Return on Average Tangible Common Equity and Relative Total Shareholder Return goals over a three-year period from January 1, 2026 through December 31, 2028.

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^*

Eelman Anthony J.

(Last) (First) (Middle)

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)
	EVP, Chief Products 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

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 2026	$0(1)	02/17/2026		A		4,399		(2)	(2)	Class A Common Stock	4,399	$0	4,399	D
Performance Based Restricted Stock Units LTI 2026	$0(3)	02/17/2026		A		4,399		(4)	(4)	Class A Common Stock	4,399	$0	4,399	D

Explanation of Responses:

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

2. On February 17, 2026, Mr. Eelman was awarded 4,399 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 Mr. Eelman remains in the continuous service of the Company or a subsidiary through each such date.

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

4. PSUs awarded to Mr. Eelman, 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 Mr. Eelman may earn.

Remarks:

	/s/ Julio Pena, as Attorney-in-Fact for Anthony J. Eelman	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Amerant Bancorp (AMTB) grant to Anthony J. Eelman?

Amerant Bancorp granted Anthony J. Eelman 4,399 restricted stock units and 4,399 performance-based restricted stock units, each economically equivalent to one share of Class A common stock. These awards align his compensation with future company performance and shareholder returns.

How do Anthony J. Eelman’s RSUs at Amerant Bancorp (AMTB) vest?

Eelman’s 4,399 restricted stock units vest in substantially equal installments on each of the first three anniversaries of the February 17, 2026 grant date, as long as he remains in continuous service with Amerant Bancorp or one of its subsidiaries through each vesting date.

What performance goals affect Anthony J. Eelman’s PSUs at Amerant Bancorp (AMTB)?

The performance-based units depend on Relative Adjusted Return on Average Tangible Common Equity and Relative Total Shareholder Return. Results are measured at Threshold, Target, or Maximum levels over a three-year period from January 1, 2026 to December 31, 2028, as set by the compensation committee.

How many Amerant Bancorp (AMTB) shares can Anthony J. Eelman ultimately earn from his PSUs?

Eelman’s 4,399 performance-based units can result in an earned amount between 40% and 180% of that target, depending on performance against specified financial and shareholder return metrics. The filing reports only the 4,399 target units he may earn, not the final outcome.

When is the performance period for Amerant Bancorp (AMTB) PSUs granted to Anthony J. Eelman?

The performance period for Eelman’s performance-based restricted stock units runs for three years, beginning January 1, 2026 and ending December 31, 2028. Final unit vesting will depend on results over this full multi-year window against the committee’s defined benchmarks.