02/19/2026 | Press release | Distributed by Public on 02/19/2026 17:38
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Capriles Alberto 220 ALHAMBRA CIRCLE CORAL GABLES, FL 33134 |
SEVP Chief Risk Officer | |||
| /s/ Julio V. Pena, as Attorney-in-Fact for Alberto Capriles | 02/19/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |