Equity awards reshape Amerant Bancorp (AMTB) executive’s stock holdings

Rhea-AI Filing Summary

Amerant Bancorp Inc. executive Carlos Iafigliola reported multiple equity compensation transactions. On February 17, 2026, 1,608 Restricted Stock Units from a 2023 long‑term incentive award and 2,334 RSUs from a 2024 award vested, each unit converting into one share of Class A common stock at no cash cost.

On the same date, he received new long‑term incentive grants of 14,023 RSUs and 14,023 performance‑based RSUs, each economically equivalent to one share of Class A common stock. Following RSU vesting, 3,942 Class A shares were acquired and 960 shares at $22.73 per share were withheld to satisfy tax obligations, leaving 18,945.61 Class A shares held directly.

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^*

Iafigliola Carlos

(Last) (First) (Middle)

220 ALHAMBRA CIRCLE

(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)
	See remarks

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		3,942	A	$0(1)	19,905.61(2)	D
Class A Common Stock	02/17/2026		F		960(3)	D	$22.73	18,945.61	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			1,608	(4)	(4)	Class A Common Stock	1,608	$0	0	D
Restricted Stock Units LTI 2024	$0(1)	02/17/2026		M			2,334	(5)	(5)	Class A Common Stock	2,334	$0	2,335	D
Restricted Stock Units LTI 2026	$0(1)	02/17/2026		A		14,023		(6)	(6)	Class A Common Stock	14,023	$0	14,023	D
Performance Based Restricted Stock Units LTI 2026	$0(7)	02/17/2026		A		14,023		(8)	(8)	Class A Common Stock	14,023	$0	14,023	D

Explanation of Responses:

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

2. Includes 130.86 and 132.98 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, Mr. Iafigliola was awarded 4,822 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. Iafigliola 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. On February 16, 2024, Mr. Iafigliola was awarded 7,003 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. Iafigliola 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.

6. On February 17, 2026, Mr. Iafigliola was awarded 14,023 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. Iafigliola remains in the continuous service of the Company or a subsidiary through each such date.

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

8. PSUs awarded to Mr. Iafigliola, 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. Iafigliola may earn.

Remarks:

SEVP, Interim Chief Executive Officer

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

What equity awards did Amerant Bancorp (AMTB) grant to Carlos Iafigliola?

Amerant Bancorp granted Carlos Iafigliola 14,023 Restricted Stock Units and 14,023 performance-based RSUs under its 2026 long-term incentive program. Each unit is economically equivalent to one share of Class A common stock and vests over three years, subject to continued service and performance conditions.

Which Amerant Bancorp (AMTB) RSU awards vested for Carlos Iafigliola?

RSUs from Amerant Bancorp’s 2023 and 2024 long-term incentive awards vested for Carlos Iafigliola. On February 17, 2026, 1,608 units from the 2023 award and 2,334 units from the 2024 award each converted into one share of Class A common stock without any exercise price.

How many Amerant Bancorp (AMTB) shares did Carlos Iafigliola acquire from vesting?

From RSU vesting, Carlos Iafigliola acquired 3,942 shares of Amerant Bancorp Class A common stock. These shares resulted from previously granted RSUs converting one-for-one into common shares as the vesting conditions were satisfied under the company’s long-term incentive plans.

Why were some Amerant Bancorp (AMTB) shares disposed of in this Form 4?

The Form 4 shows 960 Amerant Bancorp Class A shares disposed of at $22.73 per share. According to the disclosure, these shares were surrendered solely to satisfy the reporting person’s tax withholding obligations triggered by the vesting of restricted stock units, rather than an open-market sale.

What performance conditions apply to Amerant Bancorp (AMTB) performance-based RSUs?

Performance-based RSUs granted to Carlos Iafigliola depend on Relative Adjusted Return on Average Tangible Common Equity and Relative Total Shareholder Return for a period from January 1, 2026 to December 31, 2028. The actual PSUs earned can range from 40% to 180% of the target amount reported.

How many Amerant Bancorp (AMTB) shares does Carlos Iafigliola hold after these transactions?

After the reported transactions, Carlos Iafigliola directly holds 18,945.61 shares of Amerant Bancorp Class A common stock. This figure reflects shares acquired from RSU vesting, shares surrendered for tax withholding, and previously accumulated holdings as disclosed in the ownership totals.