Form 4: Amerant Bancorp Interim CEO Reports Stock Vesting, Tax Withholding

Carlos Iafigliola, Amerant Bancorp's SEVP and Interim CEO, reported the vesting of restricted stock units and subsequent share disposition for tax obligations.

Summary

• Carlos Iafigliola, SEVP, Interim Chief Executive Officer of Amerant Bancorp Inc. (AMTB), reported changes in beneficial ownership.
• On February 17, 2026, 3,942 shares of Class A Common Stock were acquired upon the vesting of Restricted Stock Units (RSUs).
• Concurrently, 960 shares of Class A Common Stock were disposed of at a price of $22.73 to satisfy tax withholding obligations related to the RSU vesting.
• Following these transactions, Mr. Iafigliola beneficially owns 18,945.61 shares of Class A Common Stock directly.
• The filing details the vesting of 1,608 RSUs from a 2023 award and 2,334 RSUs from a 2024 award on February 17, 2026.
• Additionally, Mr. Iafigliola was awarded 14,023 new Restricted Stock Units (LTI 2026) and 14,023 new Performance-Based Restricted Stock Units (LTI 2026) on February 17, 2026.
• The Performance-Based Restricted Stock Units (PSUs) are contingent on achieving specific performance targets related to Relative Adjusted Return on Average Tangible Common Equity and Relative Total Shareholder Return over a three-year period (January 1, 2026, to December 31, 2028), with the actual number earned ranging from 40% to 180% of the target.
• The reported beneficial ownership includes 130.86 shares acquired under the Amerant Bancorp Inc. Employee Stock Purchase Plan on May 30, 2025, and 132.98 shares acquired on November 28, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting routine executive compensation and retention, with new long-term incentive awards aligning management interests with shareholder value, despite the minor share disposition for tax purposes.

Positives

• Vesting of Restricted Stock Units (RSUs) indicates continued compensation and retention of a key executive.
• New awards of 14,023 Restricted Stock Units and 14,023 Performance-Based Restricted Stock Units align executive incentives with long-term company performance.

Negatives

• Disposition of 960 shares for tax withholding purposes reduces the executive's direct beneficial ownership of Class A Common Stock by that amount.

Risks

• The actual number of Performance-Based Restricted Stock Units earned by Mr. Iafigliola is contingent on achieving specific performance targets related to Relative Adjusted Return on Average Tangible Common Equity and Relative Total Shareholder Return, which may not be met.

Future Outlook

The filing indicates future performance targets for Performance-Based Restricted Stock Units (PSUs) tied to Relative Adjusted Return on Average Tangible Common Equity and Relative Total Shareholder Return for a three-year period ending December 31, 2028. The actual number of PSUs earned can range from 40% to 180% of the target based on achievement of these metrics.

Management Comments

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

Industry Context

StockSavvy.ai notes that the use of Restricted Stock Units (RSUs) and Performance-Based Restricted Stock Units (PSUs) as a significant component of executive compensation is a common practice across the financial services industry. This approach aims to align executive incentives with long-term shareholder value creation and company performance, particularly through metrics like Return on Equity and Total Shareholder Return, which are standard benchmarks for banking institutions.

Comparison to Industry Standards

• The structure of executive compensation, including multi-year vesting schedules for RSUs and performance-based metrics for PSUs (Relative Adjusted Return on Average Tangible Common Equity and Relative Total Shareholder Return), aligns with best practices observed in comparable regional banks and financial institutions.
• Many peer companies, such as BankUnited (BKU) or OceanFirst Financial Corp. (OCFC), utilize similar long-term incentive plans to retain key talent and incentivize performance over multi-year cycles.
• The specific performance targets for PSUs, while not detailed in terms of absolute values, are designed to be relative to a peer group or internal goals, a common approach to ensure competitive and challenging objectives.

Stakeholder Impact

• Shareholders: The vesting and new awards of RSUs and PSUs align executive incentives with shareholder interests, potentially leading to better long-term performance. The disposition for tax purposes is a minor, routine event.
• Employees: The filing highlights the company's executive compensation structure, which can influence overall employee compensation philosophy and morale.

Next Steps

• Continued vesting of the 2023, 2024, and 2026 RSU awards in substantially equal installments on their respective anniversaries, contingent on continuous service.
• Evaluation of performance for the 2026 Performance-Based Restricted Stock Units based on Relative Adjusted Return on Average Tangible Common Equity and Relative Total Shareholder Return over the three-year period ending December 31, 2028.

Key Dates

Keywords

Amerant Bancorp, AMTB, Carlos Iafigliola, SEC Form 4, Insider Trading, Restricted Stock Units, Performance Stock Units, Executive Compensation, Stock Vesting, Tax Withholding