Amerant Bancorp Inc.

02/19/2026 | Press release | Distributed by Public on 02/19/2026 17:38

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Capriles Alberto
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
(Last) (First) (Middle)
220 ALHAMBRA CIRCLE
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
(Street)
CORAL GABLES, FL 33134
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Capriles Alberto
220 ALHAMBRA CIRCLE
CORAL GABLES, FL 33134
SEVP Chief Risk Officer

Signatures

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

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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