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Equity awards for Amerant Bancorp (AMTB) SEVP detailed in Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Amerant Bancorp Inc. senior executive Alberto Capriles reported several equity-compensation transactions involving Class A common stock and restricted stock units. On February 17, 2026, 1,573 RSUs from a 2023 award and 2,083 RSUs from a 2024 award vested into 3,656 shares of Class A common stock.

To cover tax withholding on this vesting, 1,023 shares of Class A common stock were surrendered at $22.73 per share. Following these transactions, he directly owned 37,797.79 shares of Class A common stock.

On the same date, Capriles received new equity awards: 6,183 time-based RSUs and 6,183 performance-based RSUs, each economically equivalent to one share of Class A common stock. The performance-based units can pay out between 40% and 180% of the target amount based on three-year performance measures through December 31, 2028.

Positive

  • None.

Negative

  • None.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Capriles Alberto

(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)
SEVP Chief Risk 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 3,656 A $0(1) 38,820.79(2) D
Class A Common Stock 02/17/2026 F 1,023(3) D $22.73 37,797.79 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 1,573 (4) (4) Class A Common Stock 1,573 $0 0 D
Restricted Stock Units LTI 2024 $0(1) 02/17/2026 M 2,083 (5) (5) Class A Common Stock 2,083 $0 2,083 D
Restricted Stock Units LTI 2026 $0(1) 02/17/2026 A 6,183 (6) (6) Class A Common Stock 6,183 $0 6,183 D
Performance Based Restricted Stock Units LTI 2026 $0(7) 02/17/2026 A 6,183 (8) (8) Class A Common Stock 6,183 $0 6,183 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") is the economic equivalent of one share of Class A Common Stock.
2. Includes 436.21 and 443.29 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. Capriles was awarded 4,718 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. Capriles 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. Capriles was awarded 6,249 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 Mr. Capriles 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. Capriles was awarded 6,183 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. Capriles 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. Capriles, 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. Capriles may earn.
Remarks:
/s/ Julio V. Pena, as Attorney-in-Fact for Alberto Capriles 02/19/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Amerant Bancorp (AMTB) executive Alberto Capriles report?

Alberto Capriles reported RSU vesting, new RSU and PSU grants, and tax-share withholding. RSUs from 2023 and 2024 vested into 3,656 common shares, 1,023 shares were surrendered for taxes, and he received 6,183 time-based RSUs plus 6,183 performance-based RSUs on February 17, 2026.

How many Amerant Bancorp RSUs vested for Alberto Capriles on February 17, 2026?

A total of 3,656 shares vested for Alberto Capriles on that date. This came from 1,573 RSUs tied to a 2023 award and 2,083 RSUs tied to a 2024 award, each unit economically equivalent to one share of Amerant Bancorp Class A common stock.

What new equity awards did Amerant Bancorp grant Alberto Capriles in 2026?

On February 17, 2026, Capriles received 6,183 time-based RSUs and 6,183 performance-based RSUs. Each unit is equivalent to one share of Class A common stock, with the awards vesting over time and, for PSUs, based on specific performance targets set for a three-year period.

How are Alberto Capriles’s Amerant Bancorp performance-based RSUs structured?

The performance-based RSUs can pay between 40% and 180% of the target amount. Payout depends on relative adjusted return on average tangible common equity and relative total shareholder return over a period from January 1, 2026 to December 31, 2028, as set by Amerant’s compensation committee.

How many Amerant Bancorp shares did Alberto Capriles own after these transactions?

After the reported transactions, Alberto Capriles directly owned 37,797.79 shares of Class A common stock. This figure reflects RSUs that vested into common shares and the 1,023 shares surrendered to satisfy tax withholding obligations related to those vesting events.

Why were Amerant Bancorp shares surrendered by Alberto Capriles at $22.73 per share?

Capriles surrendered 1,023 Class A common shares at $22.73 per share to cover tax withholding. This is a non-open-market, tax-withholding disposition associated with RSU vesting, where shares are delivered back to the company instead of paying cash for the related tax liability.
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