Amerant Bancorp : 2025 Annual Report
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Published on 04/21/2026 at 06:38 pm EDT
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Amerant Bancorp Inc.
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☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-38534
(Exact Name of Registrant as Specified in Its Charter)
Florida 65-0032379
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
220 Alhambra Circle, Coral Gables, Florida 33134
(Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (305) 460-8728
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol (s) Name of each exchange on which registered
Class A Common Stock, par value $0.10 per share AMTB New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
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Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the Class A common stock held by non-affiliates of the registrant, based on the closing price of a share of the registrant's common stock on June 30, 2025 as reported by the New York Stock Exchange on such date, was approximately $715.2 million.
The number of shares outstanding of the registrant's classes of common stock as of February 26, 2026: Class A Common Stock, par value $0.10 per share, 40,230,946 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement pursuant to Regulation 14A for the 2026 Annual Meeting of Shareholders, to be filed within 120 days of the registrant's fiscal year end, are incorporated by reference into Part III hereof.
December 31, 2025
TABLE OF CONTENTS
Page
PART I
Item 1.
Business
4
Supp. Item
Information about our Executive Officers
27
Item 1A.
Risk Factors
32
Item 1B.
Unresolved Staff Comments
55
Item 1C.
Cybersecurity
55
Item 2.
Properties
58
Item 3.
Legal Proceedings
59
Item 4.
Mine Safety Disclosures
59
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
60
Item 6.
Reserved
63
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
64
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
133
Item 8.
Financial Statements and Supplementary Data
138
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
138
Item 9A.
Controls and Procedures
138
Item 9B.
Other Information
139
Item 9C.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
139
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
140
Item 11.
Executive Compensation
140
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
140
Item 13.
Certain Relationships and Related Transactions, and Director Independence
140
Item 14.
Principal Accountant Fees and Services
140
PART IV
Item 15.
Exhibit and Financial Statement Schedules
141
Item 16.
Form 10-K Summary
144
Signatures
145
Item 15.1.
Consolidated Financial Statements
F-1
In this Annual Report on Form 10-K, or Form 10-K, unless otherwise required by the context, the terms "we," "our," "us," "Amerant," and the "Company," refer to Amerant Bancorp Inc. and its consolidated subsidiaries including its wholly-owned main operating subsidiary, Amerant Bank, N.A., which we individually refer to as "the Bank".
Various of the statements made in this Form 10-K, including information incorporated herein by reference to other documents, are "forward-looking statements" within the meaning of, and subject to, the protections of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance and condition, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, achievements, or financial condition of the Company to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements, except as required by law. These forward-looking statements should be read together with the "Risk Factors" included in this Form 10-K and our other reports filed with the Securities and Exchange Commission (the "SEC").
All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "seek," "should," "indicate," "would," "believe," "contemplate," "consider", "expect," "estimate,"
"continue," "plan," "point to," "project," "could," "intend," "target", "goals", "outlooks", "modeled", "dedicated", "create" and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:
Liquidity risks could affect our operations and jeopardize our financial condition and certain funding sources could increase our interest rate expense;
We may not be able to develop and maintain a strong core deposit base or other low-cost funding sources;
We may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed or on acceptable terms;
Our ability to receive dividends from our subsidiaries could affect our liquidity and our ability to pay dividends;
Our profitability is subject to interest rate risk;
Our allowance for credit losses may prove inadequate;
Our concentration of CRE loans could result in increased loan losses;
Many of our loans are to commercial borrowers, which have unique risks compared to other types of loans;
Our valuation of securities in our investment securities portfolio are subjective and, if changed, we could recognize losses that could materially adversely affect our results of operations or financial condition;
Nonperforming and similar assets take significant time to resolve and may adversely affect our business, financial condition, results of operations, or cash flows;
We are subject to environmental liability risk associated with lending activities;
Increases in demand for mortgage loans due to further declines in interest rates could adversely affect us;
Many of our major systems depend on and are operated by third-party vendors, and any systems failures or interruptions could adversely affect our operations and the services we provide to our customers;
Our information systems are exposed to cybersecurity threats and may experience interruptions and security breaches that could adversely affect our business and reputation;
Our strategic plan and growth strategy may not be achieved as quickly or as fully as we seek;
Defaults by or deteriorating asset quality of other financial institutions could adversely affect us;
New lines of business, new products or services, and technological advancements may subject us to additional risks;
We are susceptible to operational risks in general and fraudulent risk in particular;
Conditions or developments in Venezuela could adversely affect our operations;
We are subject to environmental, social and governance, or ESG, risks, many of which are outside of our control, that could harm our reputation, our business, operations, financial condition, and/or the price of our common stock;
We may be unable to attract and retain key people to support our business;
Severe weather, natural disasters, global pandemics, acts of war or terrorism, theft, civil unrest, government expropriation or other external events could have significant effects on our business;
Any failure to protect the confidentiality of customer information could adversely affect our reputation and subject us to financial sanctions and other costs that could adversely affect our business, financial condition, results of operations, or cash flows;
We could be required to write down our goodwill or other intangible assets;
We have a net deferred tax asset that may or may not be fully realized;
We may incur losses due to minority investments in fintech and specialty finance companies;
We are subject to risks associated with sub-leasing portions of our corporate headquarters building;
Our success depends on our ability to compete effectively in highly competitive markets;
Potential gaps in our risk management policies and internal audit procedures may leave us exposed to unidentified or unanticipated risk, which could negatively affect our business;
Any failure to maintain effective internal control over financial reporting could impair the reliability of our financial statements, which in turn could harm our business, impair investor confidence in the accuracy and completeness of our financial reports and our access to the capital markets and cause the price of our common stock to decline and subject us to regulatory penalties;
Changes in accounting standards could materially impact our financial statements;
Material and negative developments adversely impacting the financial services industry at large and causing volatility in financial markets and the economy may have materially adverse effects on our liquidity, business, financial condition and results of operations;
Our business may be adversely affected by economic conditions in general and by conditions in the financial markets;
We are subject to extensive regulation that could limit or restrict our activities and adversely affect our earnings;
Changes in federal, state or local tax laws, or audits from tax authorities, could negatively affect our business, financial condition, results of operations or cash flows;
Litigation and regulatory investigations are increasingly common in our businesses and may result in significant financial losses and/or harm to our reputation;
We are subject to capital adequacy and liquidity standards, and if we fail to meet these standards, whether due to losses, growth opportunities or an inability to raise additional capital or otherwise, our business, financial condition, results of operations, or cash flows would be adversely affected;
Increases in FDIC deposit insurance premiums and assessments could adversely affect our financial condition;
Federal banking agencies periodically conduct examinations of our business, including our compliance with laws and regulations, and our failure to comply with any regulatory actions, if any, could adversely impact us;
The Federal Reserve may require us to commit capital resources to support the Bank;
We may face higher risks of noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations than other financial institutions;
Failures to comply with the fair lending laws, CFPB regulations or the Community Reinvestment Act, or CRA, could adversely affect us;
Our principal shareholders and management own a significant percentage of our shares of voting common stock and will be able to exert significant control over matters subject to shareholder approval;
The rights of our common shareholders are subordinate to the holders of any debt securities that we have issued or may issue from time to time;
The stock price of financial institutions, like Amerant, may fluctuate significantly;
We can issue additional equity securities, which would lead to dilution of our issued and outstanding Class A common stock;
Certain provisions of our amended and restated articles of incorporation and amended and restated bylaws, Florida law, and U.S. banking laws could have anti-takeover effects;
We may not be able to generate sufficient cash to service all of our debt, including the Subordinated Notes and the Debentures;
We are a holding company with limited operations and depend on our subsidiaries for the funds required to make payments of principal and interest on the Subordinated Notes and the Debentures;
We may incur a substantial level of debt that could materially adversely affect our ability to generate sufficient cash to fulfill our obligations under the Subordinated Notes and the Debentures; and
The other factors and information in this Form 10-K and other filings that we make with the SEC under the Exchange Act and Securities Act. See "Risk Factors" in this Form 10-K.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Form 10-K. Because of these risks and other uncertainties, our actual future financial condition, results, performance or achievements, or industry results, may be materially different from the results indicated by the forward-looking statements in this Form 10-K. In addition, our past results of operations are not necessarily indicative of our future results of operations. You should not rely on any forward-looking statements as predictions of future events.
All written or oral forward-looking statements that are made by us or are attributable to us are expressly qualified in their entirety by this cautionary note. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update, revise or correct any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
We are a bank holding company headquartered in Coral Gables, FL, with $9.8 billion in assets, $6.6 billion in loans held for investment, $7.8 billion in deposits, $938.8 million of shareholders' equity, and $3.3 billion in assets under management and custody ("AUM") as of December 31, 2025. We provide individuals and businesses with a comprehensive array of deposit, credit, investment, wealth management, retail banking, mortgage services and fiduciary services. We serve customers in our United States markets and select international customers. These services are offered through our main subsidiary, Amerant Bank, N.A., or the Bank, which is also headquartered in Coral Gables, FL, as well as the Bank's securities broker-dealer, Amerant Investments Inc., or Amerant Investments. Fiduciary, investment, wealth management and mortgage services are provided by the Bank and Amerant Investments.
The Bank was founded in 1979. We currently operate 23 banking centers where we offer personal and commercial banking services. The Bank's primary markets are South Florida, where we are headquartered and operate 21 banking centers in Miami-Dade, Broward and Palm Beach counties. The Bank also operates two banking centers, and a regional headquarter office in Tampa, FL. We opened our new regional headquarters office and our new banking center in West Palm Beach, FL in April 2025, a banking center in Miami Beach, FL in September 2025, followed by the opening of our second banking center in Tampa, FL in October 2025. In July 2025, we received regulatory approval for the opening of a new banking center in St. Petersburg, FL which we currently expect to open in 2026. We also opened a new banking center in Bay Harbor Islands, FL, in January 2026.
Amerant Investments is a member of the Financial Industry Regulatory Authority ("FINRA"), the Securities Investor Protection Corporation ("SIPC") and a registered investment adviser with the Securities and Exchange Commission, or SEC. Amerant Investments provides introductory brokerage, investment and transactions services primarily for customers of the Bank.
Elant Bank & Trust Ltd. is a bank and trust company domiciled in George Town, Grand Cayman (the "Cayman Bank"). The Cayman Bank operates under a Cayman Islands Offshore Bank license, or B license, and a Trust license and is supervised by the Cayman Islands Monetary Authority, or CIMA. The Cayman Bank has no staff and its fiduciary services and general administration are provided by the staff of the Bank. We have no foreign offices. The Cayman Bank does not maintain any physical offices in the Cayman Islands and has a registered agent in Grand Cayman as required by applicable regulations. The Company is executing a plan for the dissolution of the Cayman Bank and, as of the date of this Annual Report on Form 10-K, the Cayman Bank no longer had any trust relationships, many of which were transferred to the Bank. The dissolution of the Cayman Bank is expected to be completed in 2026 once regulatory approval from the applicable regulatory agency is received.
The Company is also executing a plan to wind down Amerant Mortgage. See 'Business Developments" for further details.
Through the Bank's subsidiary, CB Reit Holding Corporation, or REIT Hold Co., we maintain a real estate investment trust, CB Real Estate Investments, or REIT, which is taxed as a real estate investment trust. The REIT holds various of the Bank's real estate loans, and allows the Bank to better manage the Bank's real estate portfolio.
From 1987 through December 31, 2017, we were a wholly-owned subsidiary of Mercantil Servicios Financieros, C.A., which we refer to as the "Former Parent". On August 10, 2018, we completed our spin-off from the Former Parent, or the Spin-off. Our shares of Class A common stock and Class B common stock began trading on the Nasdaq Global Select Market ("NASDAQ") on August 13, 2018.
On December 21, 2018, we completed an initial public offering, the IPO, of 6,300,000 shares of Class A common stock. In January 2019, we sold additional shares of our Class A common stock when the underwriters in the IPO completed the partial exercise of their over-allotment option which was granted in connection with the IPO.
In November 18, 2021, we completed a clean-up merger resulting in the simplification of our capital structure by automatically converting shares of the Company's Class B common stock into shares of the Company's Class A common stock. November 17, 2021 was the last day of trading of the Company's shares of Class B common stock on NASDAQ after which only the Company's shares of Class A common stock traded on the NASDAQ under the symbol "AMTB".
On August 3, 2023, the Company provided written notice to NASDAQ of its determination to voluntarily withdraw the principal listing of the Company's Class A common stock, $0.10 par value per share (the "Class A common stock"), from NASDAQ and transfer the listing of the Class A Common Stock to the New York Stock Exchange ("NYSE"). The Company's Class A Common Stock listing and trading on NASDAQ ended at market close on August 28, 2023, and trading commenced on the NYSE at market open on August 29, 2023 where it continues to trade under the stock symbol "AMTB".
Our primary market areas are South Florida (Miami-Dade, Broward and Palm Beach counties), and Tampa, FL. We serve our market areas from our headquarters in Coral Gables, FL and through a network of 21 banking centers throughout South Florida, and two located in Tampa, FL, and through our two regional offices in South Florida and one in Tampa, FL.
In 2025, we opened a new regional office in West Palm Beach, FL, which is adjacent to our new branch in the same location. We also expanded our footprint at our Broward County regional office located in Plantation, Florida.
Leadership Updates
During 2025, the Company executed a leadership transition designed to support its continued strategic progress. On November 5, 2025, Jerry Plush stepped down as President and Chief Executive Officer, and the Board appointed Carlos Iafigliola, previously Senior Executive Vice President and Chief Operating Officer, as Interim Chief Executive Officer. Mr. Iafigliola brings more than 20 years of experience at the Company across operational, financial, and strategic roles. Concurrently, Odilon Almeida Jr., the former Lead Independent Director, was appointed Chairman of the Board. The Board, supported by an external executive search firm, commenced a process to identify a permanent CEO. In connection with the transition, the Company also refined its leadership structure to enhance execution of its strategic priorities, including the appointments of a Chief Domestic Banking Officer, a Chief International Banking Officer, and a Chief Product Officer. These actions are intended to strengthen operational alignment, support growth across key business segments, and reinforce the Company's focus on credit quality, operational efficiency, deposit growth, loan generation, and long-term shareholder returns.
Contract Terminations
In the fourth quarter of 2025, the Company conducted a review of its partnership portfolio to assess the alignment of third-party relationships and partnerships with long-term profitability objectives. As part of this review, the Company evaluated the strategic and financial impact of high-visibility sports partnerships, which had been established to enhance brand presence and strengthen community engagement. Although these partnerships offered an opportunity to reinforce the Company's presence in key local markets , management evaluated their effectiveness given the Company's broader strategic repositioning and focus on improving operational efficiency and credit performance. The review of the partnership portfolio was undertaken consistent with management's stated priorities to optimize organizational processes, enhance risk-selection discipline, and accelerate profitable growth. The Company also evaluated all vendor relationships, renegotiating contracts where appropriate and assessed the use of external professional services that the organization received optimal value from these engagements. As a result of this review, the Company terminated certain advertising arrangements, sports partnerships, and a third-party loan origination agreement. See "Contract Termination Cost" in Note 1 "Business, Basis of Presentation and Summary of Significant Accounting Policies" to the Consolidated Financial Statements.
Redemption of Senior Notes
On June 23, 2020, the Company completed a $60.0 million offering of senior notes with a coupon rate of 5.75% and a maturity date of June 30, 2025 (the "Senior Notes"). On March 3, 2025, the Company notified the holders of the Senior Notes of its election to redeem, on April 1, 2025 (the "Redemption Date"), the Senior Notes at a redemption price of 100% of the principal amount of each note being redeemed, plus accrued and unpaid interest thereon.
Stock Repurchase Programs
The Company's Board of Directors authorized repurchase programs in each of 2026, 2025 and 2024, pursuant to which the Company may purchase, from time to time, its shares of Class A common stock.
On December 11, 2024, the Company announced that the Board of Directors approved to extend the expiration date of the then in effect stock repurchase program to December 31, 2025 (the "Stock Repurchase Program") . As of December 11, 2024, there was approximately $12.4 million available for repurchases under the Stock Repurchase Program. On May 28, 2025, the Company announced that the Board of Directors approved an increase in the amount available for repurchase under the Stock Repurchase Program to $25 million. As of December 31, 2025, the Stock Repurchase Program was completed.
In January 2026, the Company's Board of Directors authorized a new stock repurchase program (the "2026 Stock Repurchase Program"), pursuant to which the Company may purchase, from time to time, up to an aggregate amount of $40 million of its shares of Class A common stock. The 2026 Repurchase Program will be effective until December 31, 2026.
Amerant Mortgage
In April 2025, considering its strategic decision to focus on Florida, the Company announced it would transition its mortgage business from a national mortgage originator model to an in-footprint mortgage focused approach, emphasizing mortgage lending that supports the Company's retail and private banking customers. Since April 2025, the Company progressively reduced the mortgage-focused FTE count from 77 FTEs to 3 at the close of 2025. In addition, in January 2026, loans owned by the Bank and sub-serviced by a third party have been transferred into the Bank's core platform, and remaining vendor contracts are expected to be terminated or modified. The Company expects to complete the wind-down of Amerant Mortgage during the first half of 2026. The Bank will continue to pursue its in-footprint, mortgage-focused strategy through a dedicated mortgage department.
Total mortgage loans held for sale were $2.9 million as of December 31, 2025, compared to $42.9 million at December 31, 2024.
Our Business Strategy
Amerant's strategy is designed to improve value for its three most important stakeholders: shareholders, clients, and team members.
Bring the entire workforce aligned with a culture of attaining client primacy and driving organic growth.
Measure everything against profitability to ensure prioritization of highest value opportunities.
Align enterprise-wide focus on executing defined strategic initiatives.
Deliver a relationship-first, solution-oriented approach.
Provide consistent, personalized client experiences driven by the proactive delivery of tailored solutions, relationship-based pricing, and service excellence.
Create a simple, seamless, and streamlined onboarding and servicing experience.
Implement talent development programs that enable our people to pursue career aspirations, expand their depth of knowledge, and improve their skill set.
Align incentives to strategic priorities and reward our team members for improving value to our stakeholders.
During 2025, Amerant continued executing on the strategic pillars of its 2023-2025 Strategic Plan, which included: (i) Further Strengthen the Foundation; (ii) Our Relationship-First Focus; (iii) Drive Superior Experience and Operational Excellence; (iv) Attract, Retain, and Reward the Right People; and (v) Profitably Grow the Bank. By the fourth quarter of 2025, and in order to continue advancing Amerant's long-term strategy, the Board of Directors and management conducted a comprehensive review of these pillars and the initiatives under each. As a result of this assessment, the Company defined a refreshed set of strategic pillars for the next phase of execution: (i) Transform Credit, (ii) Operational Efficiency, (iii) Client Profitability, and (iv) Grow the Bank in the Markets We Serve. These new pillars reflect the natural evolution of the prior strategic plan and emphasize areas that are essential to the Company's long-term performance and expected to deliver the highest return on investment.
Progress on Strategic Initiatives
Further strengthen the foundation. The Company believes that having both the right foundation and the right technology is key to achieve this objective. Our focus is on monetizing the technology ecosystem by improving the ratio of total cost of our technology ecosystem to the revenue generated. We strive for this improvement to be driven primarily by higher revenue, which signals scale and efficiencies obtained through growth. Our commitment to digital enablement has resulted in increases in digital enrollments noted for businesses and individuals. During 2025, one of our primary goals was to increase customer digital adoption, which we measured via the number of clients enrolled in Zelle, as well as Online (OLB) and Mobile Banking (MB). We continued to see a positive trend in those metrics throughout the year, with higher adoption in the International unit given the remote location of clients and by leveraging the bilingual capabilities. 2025 was a year of transition during which the Company made meaningful progress in enhancing its technology and digital capabilities, which allowed this aspect of the strategic plan to transition from being a foundational pillar to becoming an operational element integral to ongoing business continuity. Also, during 2025, the Strategy unit enhanced its function by implementing a comprehensive framework to monitor and track strategic initiatives through defined performance metrics and indicators.
Relationship-first focus. We are focused on seizing opportunities in the markets we serve to increase our share of both consumer and commercial core deposits while reducing our reliance on brokered funds, by implementing a sales excellence culture. Our growth in 2025 was reflective of our deposits-first, organic, relationship-based approach. We generally use our loan-to-deposit ratio and the ratio of non-interest bearing deposits to total deposits to track our progress on our relationship-first strategy. The loan to deposit ratio at December 31, 2025 was 86.0%, compared to 92.6% at December 31, 2024. The ratio of non-interest bearing deposits to total deposits at
December 31, 2025 was 20.2% compared to 19.2% at December 31, 2024. Following the completion of the transition of our core data processing platform and various supporting applications, to Fidelity Information Services ("FIS") in the fourth quarter of 2023, the Company has cotinued to actively review and enhance its product offerings. These efforts have focused not only on treasury management services but also on deposit and payment capabilities such as Sub-Accounting Escrow, Certificate of Deposit Account Registry Service ("CDARS"), Real Time Payments ("RTP"), and FedNOW, among others. Under the 2026-2028 Strategic Plan approved by the Board in December 2025, our Relationship-first focus will continue to be at the front of our strategy, specifically being supported by the pillars of Operational Efficiency and Client Profitability, both of which have programs underpinning our "One-Bank" go-to-market approach.
Superior Client Experience and Operational Excellence. The Company continued to optimize its operating structure to better support its business activities, with a particular focus on enhancing client onboarding, improving servicing processes, and strengthening the performance of its banking center network. These efforts contributed to consistently strong onboarding survey results, reflecting improvements in ease of doing business, product experience, and service quality. During the year, the banking center network expanded which supported increased market presence and client accessibility. Under the 2026-2028 Strategic Plan approved by the Board in December 2025, Superior Client Experience and Operational Excellence will remain central to the Company's strategic agenda, supported by the pillars of Transform Credit and Operational Efficiency as Amerant continues to advance its operating model and elevate client interactions.
Attract, retain & reward the right people. In 2025, the Company remained firmly committed to developing both internal and external talent pipelines and aligning incentive structures with strategic objectives to attract, retain, and reward the right people. As part of this effort, the Company refined its incentive program and restructured its scorecards to more closely align with the strategic plan, incorporating key metrics related to profitability, cross-sell performance, and asset quality. The Company also enhanced its performance-monitoring process for new hires, resulting in the timely completion of 90-day evaluations and improved early-stage development. Under the 2026-2028 Strategic Plan approved by the Board in December 2025, Human Capital has evolved from being one of several strategic pillars to serving as a central component of the Company's strategy, reflecting management's view that a strong and stable workforce is the key enabler of all strategic initiatives.
Profitably grow the Bank. In 2025, although our markets continued to provide meaningful opportunities for growth, changes within both business and risk leadership resulted in elevated turnover that temporarily impacted production levels. Despite these headwinds, the Company continued to drive organic growth in its core markets and advanced its international diversification strategy by increasing deposits from non-Venezuela Latin American geographies.
This initiative is intended to reduce the concentration of Venezuelan deposits while strengthening the stability and diversification of the funding base. As previously noted, the expansion of our banking center network remained a key component of our strategy to capture additional domestic market share.During the year, the Company continued to advance initiatives to strengthen its compliance management system and enhance its risk management program. These efforts focused on building the foundational capabilities necessary to meet the additional regulatory requirements and Consumer Financial Protection Bureau ("CFPB") supervision applicable upon surpassing $10 billion in total assets. Under the 2026-2028 Strategic Plan approved by the Board in December 2025, the objective to profitably grow the Bank remains a core strategic pillar, although prioritizing balance sheet size rationalization and customer profitability in line with the Bank's risk appetite. As the Company progresses into the second and third years of the plan, we expect to prudently accelerate growth across its core and adjacent markets.
ERM and Credit Policies and Procedures
Enterprise Risk Management ("ERM") is an enterprise-wide approach to risk management, driven from the top by the Board and the Board Risk Committee. This committee establishes the framework and governance structures to enable better understanding of the risk environment, enhance decision making, and ensure adherence to established risk appetite.
The Bank is focused on enhancing the design of the risk management framework to support growth, scalability, and change. We are committed to designing practices that allow us to efficiently adapt to changes and continuously advance our programs. This includes strengthening risk identification, risk monitoring, risk reporting, and risk assessment processes, as well as refining our control frameworks. Additionally, we are advancing our capabilities in product and service offerings, technology, consumer compliance, and talent development to meet heightened regulatory and operational demands.
General. We maintain asset quality through an emphasis on local market knowledge, customer relationships, consistent and thorough underwriting and a prudent credit culture. We also seek to maintain a broadly diversified loan portfolio across geographies within Florida (or with Florida-based sponsors), customers, products and industries. Our lending policies discourage loans that are highly speculative, subprime, or that have high loan-to-value ratios. These components, together with active credit management, are the foundation of our credit culture, which we believe is critical to enhancing the long-term value of our organization to our customers, employees, shareholders and communities.
Credit Concentrations. In connection with the management of our credit portfolio, we actively manage the composition of our loan portfolio, including credit concentrations. Our loan approval policies establish concentration limits with respect to single obligor, industry and loan product type to ensure portfolio diversification, which are reviewed at least annually. CRE concentration limits include sub-limits by property type. In general, all concentration levels are monitored on a monthly basis.
Loan Approval Process. We seek to achieve an appropriate balance between prudent and disciplined underwriting in our decision-making and timely responsiveness to our customers. As of December 31, 2025, the Bank had a legal lending limit of approximately $157.9 million for unsecured loans, and its "in-house" single obligor lending limit was $35.0 million for CRE loans, representing 22.2% of our legal lending limit and $30.0 million for all other loans, representing 19.0% of our legal lending limit as of such date. Our credit approval policies provide the highest lending authority to our Credit Committee, as well as various levels of officer and senior management lending authority for new credits and renewals, which are based on position and experience. These limits are reviewed periodically by the Bank's Board of Directors.
Credit Risk Management. We use what we believe is a comprehensive methodology to monitor credit quality and prudently manage credit concentrations within our loan portfolio. Our underwriting policies and practices govern the risk profile and credit and geographic concentration of our loan portfolio. We also have what we believe to be a comprehensive methodology to monitor these credit quality standards, including a risk classification system that identifies possible problem loans based on risk characteristics by loan type as well as the early identification of deterioration at the individual loan level.
Credit risk management involves a collective effort among our relationship managers, credit underwriting, portfolio management, credit administration, credit risk and special assets personnel. We generally conduct weekly Credit Committee meetings to approve loans at or above $5 million (loans for customers with an aggregate credit exposure equal to or above $20 million are also approved by the credit committee) and review other relevant credit-related matters. In addition, the Credit Committee reviews the non-performing and special mention loan portfolio, with a goal of prudently reducing the levels of these criticized assets. Asset quality trends and delinquencies are also reviewed by the Credit Committee and reports are elevated to senior management and the Board of Directors. Our policies require rapid notification of delinquency and prompt initiation of collection actions. Relationship managers, credit administration personnel and senior management proactively support collection activities. The variable incentive compensation of our relationship managers is subject to downward adjustment based on the asset quality of each relationship manager's portfolio. We believe that having the ability to adjust their incentive compensation based on asset quality motivates the relationship managers to focus on the origination and maintenance of high-quality credits consistent with our strategic focus on asset quality.
Deposits
Our deposits serve as the primary funding source for lending, investing and other general banking purposes. We provide a full range of deposit products and services, including a variety of checking and savings accounts, certificates of deposit, money market accounts, debit cards, remote deposit capture, online banking, mobile banking, and direct deposit services. We also offer business accounts and cash management services, including business checking and savings accounts and treasury management services for our commercial clients. Additionally, CDARS and Insured Cash Sweep ("ICS") reciprocal deposits are offered through the Bank's participation in the IntraFi Network LLC. We solicit deposits through our relationship-driven team of dedicated and accessible bankers, through community-focused marketing and, increasingly, through our dedicated national online channel. We also seek to cross-sell deposit and wealth management products and services at loan origination, and loans to our depository and other customers. Our deposits are fully-insured by the Federal Deposit Insurance Corporation ("FDIC"), subject to applicable limits. See "Supervision and Regulation."
Investment, Advisory and Trust Services
We offer a wide variety of trust and estate planning products and services catering to high net worth customers.
Our trust and estate planning products include simple and complex trusts, private foundations and personal investment companies.
The Cayman Bank was originally established to serve a number of our trust and wealth management customers, and developed high net worth international customer relationships with offshore trust and estate planning services. In 2023, the Company approved a plan for the dissolution of the Cayman Bank. As of the date of this Annual Report on Form 10-K, the Cayman Bank no longer had any trust relationships, many of which were transferred to the Bank. The dissolution of the Cayman Bank is expected to be completed in the first half of 2026, once regulatory approval from the applicable regulatory agency is received.
We also offer brokerage and investment advisory services in global capital markets through Amerant Investments. Amerant Investments acts as an introducing broker-dealer through Pershing (a wholly-owned subsidiary of The Bank of New York Mellon) to obtain clearing, custody and other ancillary services. Amerant Investments offers a wide range of products, including mutual funds, exchange-traded funds, equity securities, fixed income securities, structured products, discretionary portfolio management, margin lending and online equities trading. Amerant Investments has distribution agreements with many major U.S. and international asset managers, as well as with some focused boutique providers. Amerant Investments provides its services to the Bank's domestic and international customers. The Bank's retail customers are offered non-FDIC insured investment products and services exclusively through Amerant Investments.
Other Products and Services
We offer banking products and services that we believe are attractively priced with a focus on customer convenience and accessibility. We offer a full suite of online banking services including online account opening for domestic and international customers, access to account balances, statements and other documents, Zelle for consumer and businesses, online transfers, online bill payment and electronic delivery of customer statements, as well as automated teller machines ("ATMs"), and banking by mobile devices, telephone and mail.
We are continuously looking for ways to improve our products, services and delivery channels. CDARS and ICS reciprocal deposits are offered through the Company's participation in the IntraFi Network. The network facilitates the placement of customer funds into certificates of deposit, demand deposit, or money market accounts issued by other member banks in increments of less than $250,000. This structure enables customers to receive full FDIC insurance coverage on large balances while the Company retains the relationship. In exchange, the Company accepts reciprocal deposits from other network banks, maintaining overall deposit levels.
In 2025, we also launched "Real-Time Payment (RTP)." This enables recipients to receive payments within seconds, with immediate access to funds, using the payment rail established by The Clearing House to support instant payments. This innovation aligns with our strategic goal of embracing modernized payment solutions and remaining competitive in a global market where faster payments are increasingly valued. We also launched "Business Escrow (DESA - Deposit Escrow Sub-Account)," which is a specialized banking product used to securely hold and manage escrow funds for clients, tenants, or other parties, often used by property managers, landlords, and attorneys. Lastly, our subsidiary Amerant Investments launched the "Amerant Latin American Debt UCITS ETF (RNTA)," where Amerant Investments serves as the investment manager. This fund, which is domiciled in Ireland and is issued and serviced by an unrelated third party fund platform, is available to investors worldwide and is traded on the London Stock Exchange.
Many of the services provided through our online platform are also available via our mobile application for smart devices. In addition, we offer debit cards, night depositories, direct deposit, cashier's checks, safe deposit boxes in various locations, letters of credit, wire transfer services, remote deposit capture, automated clearinghouse services, as well as treasury management services for commercial customers. In addition, we offer other more complex financial products such as derivative instruments, including interest rate swap and cap contracts, to certain lending customers.
Investments
Our investment policy, set by our Board of Directors, requires that investment decisions be made based on, but not limited to, the following four principles: investment quality, liquidity requirements, interest-rate risk sensitivity and estimated return on investment. These characteristics are pillars of our investment decision-making process, which seeks to minimize exposure to risks while providing a reasonable yield and liquidity. Under the direction of the Asset-liability Management Committee ("ALCO") and senior management, investment in securities are made following specified policy and program guidelines.
Information Technology Systems
We are committed to delivering high-quality products and services to our customers, and we continue to invest in information technology systems to support that objective. We primarily rely on infrastructure platforms and software systems developed and supported by nationally recognized third-party vendors. In the fourth quarter of 2023, we completed the transition of our core data processing platform, along with various supporting applications, to FIS. We believe these platforms and applications provide the functionality and scalability necessary to support our ongoing growth and expansion strategy. We work closely with FIS and our other key vendors to deploy, monitor, maintain, and enhance the effectiveness of these systems. In light of our increased reliance on third-party service providers, we have established and implemented enhanced internal functions to strengthen our third-party risk management framework, including processes for ongoing performance monitoring and oversight.
We have established an information technology strategic plan that identifies and prioritizes the technology initiatives necessary to support and accelerate our business strategy. This includes the evaluation and adoption of new and innovative technologies that may provide competitive advantages, enhance operating efficiencies, and position the Company for future growth. In addition, we have adopted and implemented a comprehensive data governance framework designed to promote data quality, integrity, and accessibility. This framework supports compliant, reliable, and strategic use of data across the organization and enhances our ability to effectively manage and oversee our business operations.
The Bank is actively engaged in identifying and managing cybersecurity risks. Protecting company data, nonpublic customer and employee data, and the systems that collect, process, and maintain this information is deemed critical. The Bank has an enterprise-wide Information Security Program, or Security Program, which is designed to protect the confidentiality, integrity and availability of customer non-public information and bank data. The Security Program was also designed to protect our operations and assets through a continuous and comprehensive cybersecurity detection, protection and prevention program. This program includes an information security governance structure and related policies and procedures, security controls, protocols governing data and systems, monitoring processes, and processes to ensure that the information security programs of third-party service providers are adequate. Our Security Program also continuously promotes cybersecurity awareness and culture across the organization. See "Item 1C. Cybersecurity" for additional information on how we address and manage cybersecurity risks.
The Bank has business continuity and disaster recovery programs, or BCP, that actively prepare the Bank for business continuity challenges it may face. Our BCP provides for the resiliency and recovery of our operations and services to our customers. As part of the third-party risk management process, the Bank ensures that there are specific recovery times for critical platforms. The BCP is supported and complemented by a robust business continuity governance framework, a life safety program, training to keep the BCP and strategies effective, scalable and understood by all team members, as well as annual plan validation exercises. We believe both the Information Security Program and BCP adhere to industry best practices and comply with the guidelines of the Federal Financial Institutions Examination Council, or FFIEC, and are subject to periodic testing and independent audits.
Competition
The banking and financial services industry in our footprint is highly competitive, and we compete with a wide range of lenders and other financial institutions within our markets, including local, regional, national and international commercial banks and credit unions. We also compete with mortgage companies, brokerage firms, trust service providers, consumer finance companies, mutual funds, securities firms, insurance companies, third-party payment processors, financial technology companies, or fintechs, and other financial intermediaries on various of our products and services. Some of our competitors are not subject to the regulatory restrictions and the level of regulatory supervision applicable to us. Interest rates on loans and deposits, as well as prices on fee-based services, are typically significant competitive factors within the banking and financial services industry. Many of our competitors are much larger financial institutions that have greater financial resources than we do and compete aggressively for market share. These competitors attempt to gain market share through their financial product mix, pricing strategies and larger banking center networks. Other important competitive factors in our industry and markets include office locations and hours, quality of customer service, community reputation, continuity of personnel and services, capacity and willingness to extend credit, electronic delivery systems and ability to offer sophisticated banking products and services. While we seek to remain competitive with respect to fees charged, interest rates and pricing, we believe that our broad and sophisticated banking and financial products suite, our high-quality customer service culture, our positive reputation, brand recognition, and long-standing community relationships enable us to compete successfully within our markets and enhance our ability to attract and retain customers and employees.
Human Capital Management
The Company aims to attract, retain, and develop talent, and considers that a strong and stable Human Capital is the key enabler to achieving all of its strategic initiatives. To support these goals, its Human Resources programs focus on talent development, competitive pay and benefits, fostering an engaging, inclusive culture, and encouraging team members to be brand ambassadors. Guided by our principles, Amerant's team commits to providing quality products, services, and advice; treating others as we wish to be treated; leading in innovation, quality, and customer satisfaction; and promoting an accountable work environment. Our committed and experienced workforce with strong values is the foundation of our success.
The Company's Human Capital Management includes the following areas of focus:
Talent. Attracting, developing, and retaining the best talent with the right skills and values, in accordance with our precepts, is central to our long-term strategy for success. Our workforce composition is aligned with our business needs. Management trusts it has adequate human capital to operate its business successfully. The Company and its subsidiaries had 694 full-time equivalent employees, or FTEs, at the end of 2025. Approximately 96% of our workforce is in Florida, and 4% in other states primarily in support areas. Talent acquisition efforts in 2025 remained focused on revenue-generating and external customer service roles, accounting for 45% of all hires. We acquired talent to lead our expansion into West Palm Beach and greater Tampa markets, and to support the Company's growth strategy by opening new banking centers in Downtown Tampa and Miami Beach. We continued to evolve our LinkedIn presence to showcase life at Amerant and provide candidates with a clearer view of our culture. Our talent acquisition team leverages internal and external channels to recruit highly skilled candidates. We hire the right person for the job without regard to gender, ethnicity, or other protected traits, and we comply fully with all federal and state laws regarding workplace discrimination.
Learning and Development. Our team is inspired to reach its potential through learning, recognition, and motivation. We invest in growth opportunities via programs such as online instructor-led and on-the-job learning. Our strategy aligns with the Global Association for Talent Development and our business goals. Recognizing diverse learning styles, we offer classroom, virtual, mobile, and social options. In 2025, we empowered team members through various learning programs, delivering 34,947 hours and an average of $1,193 per person. We continued our partnership with LinkedIn Learning for on-demand courses aligned with individual growth. Focus areas included communication, relationship-building, critical thinking, time management, regulatory, and
role-specific training.
We continue to offer higher-education tuition reimbursement programs to help our team members put their career goals within reach and access a wide variety of degrees and certificates. Our partnership with Barry University remains available to team members seeking to complete degrees at a reduced cost. In alignment with our talent management efforts, we continued the "Be an All-Star in Your Career" development program and Career Development Week to strengthen internal mobility and leader readiness. To support the Career Development program, we launched Career Development Week. During this week, we offered 14 courses, with 248 participants in attendance and 1,597 dedicated learning hours. We also continued our management development program aimed at elevating high-performing, high-potential team members and prepare talent for the senior leadership bench. The program enrolled 15 participants who completed a five-course series covering Communication, Relationship Building, Time Management, Mastering Positive Assertiveness, and Thinking with Critical Insight. In 2025, the Company continued building a dynamic community for young-career team members to foster networking, career development, and personal growth. To strengthen the Bank's financial planning capabilities and support career growth, the Company sponsored a cohort of five team members pursuing the Certified Financial Planner (CFP®) designation.
Employee engagement. To assess and improve retention and engagement, the Company regularly conducts anonymous surveys to seek feedback from our team members on a variety of topics, including but not limited to confidence in company leadership, the competitiveness of our compensation and benefits package, career growth opportunities, and improvements on how we can make our company an employer of choice. In 2025, we tracked team sentiment and launched our annual engagement survey, achieving a 77% response rate and an 85%
Engagement Score, up nine points from 2024. We held listening sessions on culture, benefits, learning, and recognition, shared insights with senior management, and acted on feedback to improve career growth, communication, wellness, and camaraderie. We partnered with local teams for targeted actions and will monitor progress through engagement pulse activities in 2026. For the fourth consecutive year, Amerant was recognized among America's Top Most Loved Workplaces®, ranking #29 in 2025. The list recognizes companies that have created a workplace where employees feel respected, inspired, and appreciated, and are at the center of the business model.
Health and Safety. Consistent with our operating principles, the health and safety of our team members is of top priority. Hazards in the workplace are actively identified, and management tracks incidents to enable remedial actions that improve workplace safety.
Impact. In 2025, the "I Belong" program advanced activities across its strategic roadmap and four pillars-Talent, Workplace, Communication, and Community-to continue building a culture of belonging and opportunity for all team members. The program's purpose remains to recognize, celebrate, and create growth opportunities for our people, consistent with Amerant's values.
Talent. We expanded early- and mid-career pathways to attract and develop diverse talent, including continued partnerships with Florida International University, Barry University, Miami Dade College, the University of Tampa, and the University of Florida. We also strengthened our long-standing collaboration with the Center for Financial Training (CFT), offering role-relevant certificates and courses in banking fundamentals, credit and financial analysis, customer service and sales, leadership, and regulatory topics. In addition, through the Future Bankers & Financial Professionals Camp, in partnership with CFT, we provided high school students with a two-week, branch-based immersion in retail banking. The program expanded Amerant's talent pipeline by providing students with hands-on learning in banking centers.
Workplace. We continued embedding our values and culture through education and Business Resource Groups (BRGs). Our BRGs-We Are Multicultural, and We Are Women of Amerant-hosted connection, mentorship, and skill-building activities, including leadership panels, networking forums, and development circles, to amplify various perspectives, foster sponsorship, and support advancement.
Communication. We strengthened the "I Belong" brand presence through regular internal communications, recognition moments, and onsite events. We complemented these efforts with listening activities-such as pulse check-ins and survey follow-ups-to share insights, close feedback loops, and track progress against action plans.
Community. Team members supported community organizations and financial-literacy efforts across our footprint, aligning volunteerism and outreach with our culture goals and reinforcing our emphasis on inclusion in the communities we serve.
Workforce representation. Based on self-identification, in 2025 our race/ethnicity composition was: 78% Hispanic or Latino, 12% White, 3% Black or African American, 2% Asian, and 4% Other. Our gender composition was 55% women and 45% men, with women comprising 43% of our executive management team. By age, 12% of team members were under 31, 52% were between the ages of 31 and 50, and 35% were older than 51.
Total Rewards (compensation and benefits). Our compensation philosophy defines a competitive, total rewards program in alignment with our business objectives, risk appetite, human capital strategy, and the interests of all stakeholders. We are committed to delivering compensation programs guided by the fundamental principles of fairness, transparency, efficiency, and compliance with laws and regulations. Our total rewards model combines fixed and variable compensation components, including base salary, short-term incentives, referrals, equity-based long-term incentives, and a broad range of benefit programs. This approach to compensation plays a significant role in our ability to attract, retain and engage, the quality of talent needed to achieve our strategic business goals and drive sustainable performance.
The components of our fixed and variable compensation model are designed to encourage team members to contribute to the achievement of shared corporate objectives, while differentiating pay for performance based on individual contributions. As part of our equity-based long-term incentives, Amerant team members enjoy
participation in the Company's Employee Stock Purchase Plan (ESPP). This program enables them to purchase Amerant shares at a 15% discount with a look back feature. This plan fosters a sense of ownership and commitment to the long-term success of the business. Participation in the ESPP is an integral component of our broader compensation and benefits programs.
The internal referral incentive programs offer financial rewards for referrals that result in a positive business outcome, encouraging team members to leverage their networks to bring in new clients, grow our business, or even acquire new talent.
In 2025, our total rewards strategy efforts were geared to ensure market competitiveness, performance metrics alignment, and process improvement. As a result, we calibrated our Paid Time Off (PTO) policy to offer a more competitive program aligned with market benchmark data. The proposal was intended to improve team member experience and work-life balance, reinforcing our culture of trust and flexibility. Our performance metrics were aligned to improve clarity around what success looks like and how contributions drive business outcomes. We believe clear goal alignment also supports consistent decision-making, improves execution, and accelerates results. As part of our commitment to process improvement and automation, our team worked closely with leadership and other internal stakeholders to automate our short-term incentive and referral payments processes for business developers. This process automation drives efficiency by reducing manual effort and allows our team members to focus on higher-value, strategic work.
Wellness: As part of the holistic approach to team members' well-being and our total rewards strategy, the Company takes pride in providing comprehensive health and wellness benefits to our team members and their families. The program is designed to support the physical, mental, and emotional health of our team members. Our wellness initiatives are aimed at encouraging healthy life habits and promoting overall well-being, which we believe are crucial for maintaining a productive and engaging workflow. Our benefits package offering includes comprehensive medical, dental, vision, as well as supplemental short and long-term life and out of pocket costs insurance. Along with these benefits we also offer Flexible Spending Accounts (FSA) and Health Savings Accounts (HSA).
Medical Plans: Our comprehensive nationwide healthcare plans allow full-time and part-time team members and their dependents to select from multiple health plan options. The Company provides robust health insurance with a wide range of coverage options at competitive medical premiums, including a wellness premium discount when team members complete preventive requirements. The Company contributes up to 92% towards the medical premium depending on the tier chosen and whether wellness requirements have been completed. The Company also contributes $500 towards the HSA accounts at the beginning of each year when the team member has the high deductible medical plan for the team member only coverage, and $1,000 for all other tiers on the high deductible plans.
Dental, Vision and Legal Plans: Full-time and part-time team members are eligible to participate in our dental, vision, and legal plan offerings. The Company contributes up to 100% depending on the plan and chosen tier and provides access to numerous providers across the country. Team members can also choose to purchase out of pocket insurance policies providing income protection and cash for services with five different plans from accident, short term disability, cancer, hospital indemnity, and critical care. The Legal Plan is an attorney owned and operated legal plan offering comprehensive legal assistance, advice, and discounted representation on all types of legal services.
Life, AD&D and Disability: Group Basic Life and AD&D Insurance is offered to all full-time and part-time team members, at two times their annual salary, with a maximum coverage of $500,000. Team members may choose to purchase additional life insurance up to five times their annual salary to a max of $750,000. Full-time and part-time team members also benefit from free Short & Long-Term Disability insurance.
Retirement Plans: In addition to health insurance benefits, the Company also offers to all team members a pretax qualified retirement contribution plan with the Company's 100% matching contribution up to 5% of a participant's eligible compensation, and a non-tax qualified retirement contribution plan to certain eligible highly compensated team members. Our total benefits package supports our team members' well-being to achieve a healthy and financially stable lifestyle.
Commitment to the communities we serve
In 2025, the Company continued to advance its Impact Program through focused initiatives designed to support and strengthen the communities it serves. The Company expanded its community education and environmental stewardship efforts through conservation partnerships, including continued sponsorship of Dream in Green and increased engagement with the Zoo Miami Foundation and the Miami HEAT. These initiatives supported youth environmental education, community conservation events, the 13th Annual ZooRun, and the planting of more than 500 native trees, contributing to regional restoration and climate-resilience activities.
The Company also advanced its human capital and broader community development initiatives during the year. Through partnerships with regional colleges and universities, the Company maintained internship and early-career programs aimed at developing local talent. Team member engagement reached a record score of 85%, supported by leadership development and early career networking and guidance programs. Financial literacy remained a key focus area, with programming delivered through community partners including Neighborhood Renaissance, Ten North, Cristo Rey, and the Overtown Youth Center, where more than 1,000 youth participated in 68 financial literacy sessions. The Company also continued its work with the Alec Ingold Money Mini Camp Series and established the Amerant Bank Scholarship through the Kiwanis of Little Havana Foundation to recognize academic performance, leadership, and community service.
We and the Bank are extensively regulated under U.S. Federal and state laws applicable to financial institutions.
Our and the Bank's supervision, regulation and examination are primarily intended to protect depositors and customers, the Deposit Insurance Fund ("DIF") of the FDIC, and the stability of the U.S. financial system and are not intended to protect our shareholders or debt holders. Any change in applicable law or regulation may have a material effect on our business. The following is a brief summary that does not intend to be a complete description of all regulations that affect the Company and the Bank and this summary is qualified in its entirety by reference to the particular statutory and regulatory provisions referred to below.
The Company is a bank holding company, subject to supervision, regulation and examination by the Federal Reserve under the Bank Holding Company Act ("BHC Act"). Bank holding companies generally are limited to the business of banking, managing or controlling banks, and certain related activities. We are required to file periodic reports and other information with the Federal Reserve, which examines us and our non-bank subsidiaries.
Bank holding companies that meet certain criteria may elect to become "Financial Holding Companies." Financial Holding Companies and their subsidiaries are permitted to acquire or engage in activities such as insurance underwriting, securities underwriting, travel agency activities, broad insurance agency activities, merchant banking and other activities that the Federal Reserve determines to be financial in nature or complementary thereto. Financial holding companies continue to be subject to Federal Reserve supervision, regulation and examination. The Company has not elected to become a financial holding company, but it may elect to do so in the future. Bank holding companies that have not elected such treatment generally must limit their activities to banking activities and activities that are closely related to banking.
The Bank is a national bank subject to regulation and regular examinations by the Office of the Comptroller of the Currency ("OCC") and is a member of the Federal Reserve Bank of Atlanta. OCC regulations govern permissible activities, capital requirements, branching, dividend limitations, investments, loans and other matters.
The Bank is a member of the FDIC's DIF, and its deposits are insured by the FDIC up to the applicable limits, and, as a result, it is subject to regulation and deposit insurance assessments by the FDIC. See "FDIC Insurance Assessments." The FDIC also has backup examination authority and certain enforcement powers over the Bank.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Bank also is subject to regulations issued by the CFPB, with respect to consumer financial services and products, but is not subject to direct CFPB supervision or examination because the Bank has less than $10 billion in assets. If the Bank reports assets over $10 billion for four consecutive quarters, it would meet the FDIC's definition of a "large financial institution" and would be subject to direct supervision by the CFPB for compliance with a variety of consumer compliance laws, and for assessment of the effectiveness of the Bank's compliance management system. As we began approaching the $10 billion in assets threshold, in the fourth quarter of 2023, we engaged a consulting firm to perform an assessment of our compliance management system and our risk management program to gauge our preparedness to meet the additional regulatory requirements and CFPB supervision that would be applicable to us after surpassing the threshold. The assessment yielded several observations with recommended actions that were classified and prioritized based on criticality. In 2024 and 2025, we implemented and completed several action plans to address these recommendations, and we expect to continue to implement additional ones throughout 2026.
Federal Reserve policy and federal law, require a bank holding company, such as the Company, to act as a source of financial and managerial strength to its FDIC-insured Bank subsidiary, and to commit resources to support its subsidiary, particularly when such subsidiary is in financial distress. In furtherance of this policy, the Federal Reserve may require a bank holding company to terminate any activity or relinquish control of a non-bank subsidiary (other than a non-bank subsidiary of a bank) upon the Federal Reserve's determination that such activity or control constitutes a serious risk to the financial soundness or stability of any subsidiary depository institution.
Further, federal bank regulatory authorities have additional discretion to require a financial holding company to divest itself of any bank or non-bank subsidiary if the agency determines that divestiture may aid the depository institution's financial condition.
Federal law limits the amount of voting stock of a bank holding company or a bank that a person may acquire without the prior approval of banking regulators. Under the Change in Bank Control Act ("CBC Act"), and the regulations thereunder, before acquiring control of any bank holding company or any national bank a person or group must give advance notice to the Federal Reserve and the OCC. Upon receipt of such notice, the regulatory agencies may or may not approve the acquisition. The CBC Act creates a rebuttable presumption of control if a person or group acquires the power to vote 10% or more of our outstanding voting common stock. These federal laws and regulations generally make it more difficult to acquire a bank holding company or a bank by tender offer or similar means than it might be to acquire control of another type of corporation. As a result, our shareholders may be less likely to benefit from the rapid increases in stock prices that may result from tender offers or similar efforts to acquire control of other companies. Investors should be aware of these requirements when acquiring our shares of common stock.
The BHC Act requires prior Federal Reserve approval for, among other things, the acquisition by a bank holding company of direct or indirect ownership or "control" of more than 5% of the voting shares or substantially all the assets of any bank, or for a merger or consolidation of a bank holding company with another bank holding company. The BHC Act permits acquisitions of banks by bank holding companies, subject to various restrictions, including that the acquirer is "well capitalized" and "well managed". With certain exceptions, the BHC Act prohibits a bank holding company from acquiring direct or indirect ownership or "control" of voting shares of any company that is not a bank or bank holding company and from engaging directly or indirectly in any activity other than banking or managing or controlling banks or performing services for its authorized subsidiaries. However, a bank holding company may engage in or acquire an interest in a company that engages in activities that the Federal Reserve has determined to be so closely related to banking or managing or controlling banks.
A national bank located in Florida, with the prior approval of the OCC, may acquire and operate one or more banks in other states. In addition, national banks located in Florida may enter into a merger transaction with one or more out-of-state banks, and an out-of-state bank resulting from such transaction may continue to operate the acquired branches in Florida. Under the Bank Merger Act, prior OCC approval is required for a national bank to merge or consolidate with, or purchase the assets or assume the deposits of, another bank. In reviewing applications to approve mergers and other acquisition transactions, the OCC is required to consider factors similar to the Federal Reserve under the BHC Act, including the applicant's financial and managerial resources, competitive effects and public benefits of the transaction, the applicant's performance in meeting community needs, and the effectiveness of the entities in combating money laundering activities. The Riegle-Neal Interstate Banking and Branching Efficiency Act permits banks, including national banks, to branch anywhere in the United States.
We are required to comply with various corporate governance and financial reporting requirements under the Sarbanes-Oxley Act of 2002 ("SOX Act"), as well as rules and regulations adopted by the SEC, the Public Company Accounting Oversight Board ("PCAOB"), and the New York Stock Exchange (the "NYSE"). In particular, in order to comply with Section 404 of the SOX Act, we are required to include management's report on internal controls as part of our Annual Report on Form 10-K, as well as our independent registered public accounting firm's report on internal controls. The assessments of the Company's internal control over financial reporting as of December 31, 2025, are included in this report under "Item 9A. Controls and Procedures."
Under the Dodd-Frank Act public companies are required to provide shareholders with an advisory vote on executive compensation (known as say-on-pay votes), the frequency of a say-on-pay vote, and the golden parachutes available to executives in connection with change-in-control transactions. Public companies must give shareholders the opportunity to vote on say-on-pay proposals at least every three years and the opportunity to vote on the frequency of say-on-pay votes at least every six years, indicating whether the say-on-pay vote should be held annually, biennially, or triennially.
The "Volcker Rule" generally prohibits banking organizations with over $10 billion in assets from (i) engaging in certain types of proprietary trading, and (ii) acquiring or retaining an ownership interest in or sponsoring a "covered fund," all subject to certain exceptions. The Volcker Rule also details certain limited activities in which bank holding companies and their subsidiaries may continue to engage and requires banking organizations to implement compliance programs. In 2020, amendments to the proprietary trading and covered funds regulations took effect, simplifying compliance and providing additional exclusions and exemptions. Given our asset size, we and the Bank were not subject to the Volcker Rule in 2025, but may become so in the future.
Pursuant to Sections 23A and 23B of the Federal Reserve Act, and Federal Reserve Regulation W thereunder, the Bank is subject to restrictions that limit certain types of transactions between the Bank and its non-bank affiliates. In general, U.S. banks are subject to quantitative and qualitative limits on extensions of credit, purchases of assets and certain other transactions involving its non-bank affiliates. Additionally, transactions between U.S. banks and their non-bank affiliates are required to be on arm's length terms and must be consistent with standards of safety and soundness.
The Federal Reserve requires all depository institutions, such as the Bank, to maintain reserves against transaction accounts (primarily noninterest-bearing and Negotiable Orders of Withdrawal, or NOW, checking accounts). Effective March 26, 2020, the Federal Reserve reduced reserve requirement ratios to zero percent, effectively eliminating reserve requirements for all depository institutions. These reserve requirements are subject to annual adjustment by the Federal Reserve. As of the date of this Annual Report on Form 10-K, the Federal Reserve has not increased this reserve requirement.
A variety of federal and state privacy laws govern the collection, safeguarding, sharing and use of customer information, and require that financial institutions have policies regarding information privacy and security. The Gramm-Leach-Bliley Act ("GLB Act"), and related regulations require banks and their affiliated companies to adopt and disclose privacy policies, including policies regarding the sharing of personal information with third-parties.
Some state laws also protect the privacy of information of state residents and require adequate security of such data, and certain state laws may, in some circumstances, require us to notify affected individuals of security breaches of computer databases that contain their personal information. These laws may also require us to notify law enforcement, regulators or consumer reporting agencies in the event of a data breach, as well as businesses and governmental agencies that own data. See "Item 1C. Cybersecurity" for information on how we address and manage cybersecurity risks.
The Community Reinvestment Act ("CRA") and its corresponding regulations are intended to encourage banks to help meet the credit needs of the communities they serve, including low and moderate income neighborhoods, consistent with safe and sound banking practices. These regulations provide for regulatory assessment of a bank's record in meeting the credit needs of its market area. Federal banking agencies are required to publicly disclose each bank's rating under the CRA. The OCC considers a bank's CRA rating when the bank submits an application to establish bank branches, merge with another bank, or acquire the assets and assume the liabilities of another bank. In the case of a bank holding company or financial holding company, the Federal Reserve reviews the CRA performance record in connection with the application to acquire ownership or control of shares of a bank holding company. An unsatisfactory record can substantially delay or block the transaction. The Bank received a "satisfactory" rating in its most recent CRA evaluation completed in 2025.
On October 24, 2023, the Federal Reserve, the FDIC, and the OCC issued a final rule amending the agencies' CRA regulations. In developing the final rule, the agencies' objectives included updating the CRA regulations to strengthen the achievement of the core purpose of the statute, and adapting to changes in the banking industry, including the expanded role of mobile and online banking. Most of the final rule's new requirements were to go into effect beginning January 1, 2026, while the remaining new requirements, including data reporting requirements, were to go into effect on January 1, 2027. However, a federal court enjoined enforcement of this final rule and, on July 18, 2025, the Federal Reserve, FDIC, and OCC issued a proposed rule to rescind the October 2023 CRA final rule. The agencies have not taken final action of this proposed rule. We continue to monitor further regulatory developments, including the agencies' subsequent proposal to rescind the 2023 CRA final rule and revert to the prior 1995 CRA regulatory framework with certain technical amendments, and will adjust our CRA compliance and strategic planning as necessary to align with the ultimately applicable CRA regulatory regime.
The Bank is also subject to, among other things, other federal and state consumer laws and regulations that are designed to protect consumers in transactions with banks. While the list set forth below is not exhaustive, these laws and regulations include the Equal Credit Opportunity Act, the Home Mortgage Disclosure Act, the Electronic Funds Transfer Act, the Fair Credit Reporting Act, the Real Estate Settlement Procedures Act, the Truth in Lending Act, the Expedited Funds Availability Act, the Truth in Savings Act, the Fair Housing Act, the Check Clearing for the 21st Century Act, the Fair Debt Collection Practices Act, the Fair and Accurate Credit Transactions Act, and, as applicable, their implementing regulations (i.e., Regulations B, C, E, V, X, Z, CC, and DD among others). These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with clients when taking deposits, making loans processing checks or certain electronic payments, and collecting consumer debts. The Bank must comply with the applicable provisions of these consumer protection laws and regulations as part of its ongoing client relations.
The CFPB has the authority over many consumer financial protection laws, and is authorized to adopt regulations with respect to the same. Although the CFPB does not examine or supervise banks with less than $10 billion in assets, it exercises broad authority in making rules and providing guidance that affects bank regulation in these areas and the scope of bank regulators' consumer regulation, examination and enforcement. Banks of all sizes are affected by the CFPB's regulations, and the precedents set by CFPB enforcement actions and interpretations.
The CFPB has focused on various practices to date, including revising mortgage lending rules, overdrafts, credit card add-on products, indirect automobile lending, student lending, and payday and similar short-term lending, and has a broad mandate to regulate consumer financial products and services, whether or not offered by banks or their affiliates. In early 2025, the CFPB's Acting Director instructed employees to cease all supervision and examination activity. CFPB leadership has stated that the CFPB will restart examinations in 2026. It is unclear when examinations will restart, the extent to which supervisory priorities have changed, and how any changes will impact banks and bank holding companies. In the meantime, existing laws remain in effect. We expect the OCC to continue
to examine the Bank for compliance with these laws.
The Federal Deposit Insurance Act requires the federal bank regulatory agencies to prescribe, by regulation or guideline, operational and managerial standards for all insured depository institutions relating to: (1) internal controls; (2) information systems and audit systems; (3) loan documentation; (4) credit underwriting; (5) interest rate risk exposure; and (6) asset quality. The federal banking agencies have adopted regulations and Interagency Guidelines Establishing Standards for Safety and Soundness to implement these required standards. These guidelines set forth the safety and soundness standards used to identify and address problems at insured depository institutions before capital becomes impaired. Under the regulations, if a regulator determines that a bank fails to meet any standards prescribed by the guidelines, the regulator may require the bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans.
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA Patriot Act"), provides the federal government with additional powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act ("BSA"), the USA Patriot Act puts in place measures intended to encourage information sharing among bank regulatory and law enforcement agencies. In addition, certain provisions of the USA Patriot Act impose affirmative obligations on a broad range of financial institutions.
The USA Patriot Act, the BSA and related federal regulations require banks to establish anti-money laundering programs that include policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers and of beneficial owners of their legal entity customers.
The Anti-Money Laundering Act ("AMLA"), which amends the BSA, was enacted in early 2021. The AMLA is intended to be a comprehensive reform and modernization of U.S. bank secrecy and anti-money laundering laws. In particular, it codifies a risk-based approach to anti-money laundering compliance for financial institutions, requires the U.S. Department of the Treasury to promulgate priorities for anti-money laundering and countering the financing of terrorism policy, requires the development of standards for testing technology and internal processes for BSA compliance, expands enforcement- and investigation-related authority (including increasing available sanctions for certain BSA violations), and expands BSA whistleblower incentives and protections.
Many AMLA provisions will require additional rulemakings, reports and other measures, and the impact of the AMLA will depend on, among other things, rulemaking and implementation guidance. In June 2021, the Financial Crimes Enforcement Network ("FinCEN"), a bureau of the U.S. Department of the Treasury, issued the priorities for anti-money laundering and countering the financing of terrorism policy required under the AMLA. The priorities include corruption, cybercrime, terrorist financing, fraud, transnational crime, drug trafficking, human trafficking and proliferation financing.
In addition, South Florida has been designated as a High Intensity Financial Crime Area ("HIFCA"), by FinCEN and a High Intensity Drug Trafficking Area ("HIDTA"), by the Office of National Drug Control Policy. The HIFCA program is intended to concentrate law enforcement efforts to combat money laundering efforts in higher-risk areas. The HIDTA designation makes it possible for local agencies to benefit from ongoing HIDTA-coordinated program initiatives that are working to reduce drug use.
There is also increased scrutiny of compliance with the sanctions programs and rules administered and enforced by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of Treasury. OFAC administers and enforces economic and trade sanctions against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy or economy of the United States, based on U.S. foreign policy and national security goals. OFAC issues regulations that restrict transactions by U.S. persons or entities (including banks), located in the U.S. or abroad, with certain foreign countries, their nationals or "specially designated nationals." OFAC regularly publishes listings of foreign countries and designated nationals that are prohibited from conducting business with any U.S. entity or individual. While OFAC is responsible for promulgating, developing and administering these controls and sanctions, all of the bank regulatory agencies are responsible for ensuring that financial institutions comply with these regulations.
Federal bank regulatory guidance titled "Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices" (the "CRE Guidance") requires that appropriate processes be in place to identify, monitor and control risks associated with real estate lending concentrations. This could include enhanced strategic planning, CRE underwriting policies, risk management, internal controls, portfolio stress testing and risk exposure limits as well as appropriately designed compensation and incentive programs. Higher allowances for loan losses and capital levels may also be required. The CRE Guidance provides the following criteria regulatory agencies will use as indicators to identify institutions that may be exposed to CRE concentration risk: (i) experienced rapid growth in CRE lending; (ii) notable exposure to a specific type of CRE; (iii) Total reported loans for construction, land development, and other land of 100% or more of a bank's total risk-based capital; or (iv) Total commercial real estate, which includes loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land are 300% or more of a bank's total risk-based capital and the outstanding balance of the institutions' CRE portfolio has increased by 50% or more during the prior 36 months. We have always had significant exposure to loans secured by CRE due to the nature of our markets. We believe our long term experience in CRE lending, underwriting policies, internal controls, and other policies currently in place, as well as our loan and credit monitoring and administration procedures, are generally appropriate to manage our concentrations as required under the guidance.
Federal law limits a bank's authority to extend credit to directors and executive officers of the bank or its affiliates and persons or companies that own, control or have power to vote more than 10% of any class of securities of a bank or an affiliate of a bank, as well as to entities controlled by such persons. Among other things, extensions of credit to insiders are required to be made on terms that are substantially the same as, and subject to credit underwriting procedures that are no less stringent than those prevailing at the time for comparable transactions with unaffiliated persons. Also, the terms of such extensions of credit may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the bank's capital.
Interchange fees are fees that merchants pay to card companies and card-issuing banks such as the Bank for processing electronic payment transactions on their behalf. The "Durbin Amendment" in the Dodd-Frank Act provides limits on the amount of debit card interchange that may be received or charged by the debit card issuer, for insured depository institutions with $10 billion or more in assets (inclusive of affiliates) as of the end of the calendar year. Subject to certain exemptions and potential adjustments, the Durbin Amendment limits debit card interchange received or charged by the issuer to $0.21 plus 5 basis points multiplied by the value of the transaction. Upon crossing the $10 billion asset threshold in a calendar year, the rules require compliance with these limits by no later than July 1 of the following year. The Bank did not exceed the $10 billion asset threshold at the end of 2025, but may exceed this threshold in 2026. If so, the Company's compliance with the provisions of the Durbin amendment would be required no later than July 1, 2027, and we do not expect the limits to debit card interchange to materially reduce the Company's revenue.
We and the Bank are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain capital above regulatory minimums. The Federal Reserve and the OCC are authorized to determine when the payment of dividends by the Company and the Bank, respectively, would be an unsafe or unsound practice, and may prohibit such dividends. The Federal Reserve and the OCC have indicated that paying dividends that deplete a bank's capital base to an inadequate level would be an unsafe and unsound banking practice. The Federal Reserve and the OCC have each indicated that depository institutions and their holding companies should generally pay dividends only out of current year's operating earnings.
A bank holding company must give the Federal Reserve prior notice of any purchase or redemption of its equity securities if the consideration for the purchase or redemption, when combined with the consideration for all such purchases or redemptions in the preceding 12 months, is equal to 10% or more of its consolidated net worth. The Federal Reserve may deny approval of such a purchase or redemption if it determines that the proposal would be an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order, or condition imposed in writing by the Federal Reserve. This notification requirement does not apply to a bank holding company that qualifies as well-capitalized, received a composite rating and a rating for management of "1" or "2" in its last examination and is not subject to any unresolved supervisory issue.
The Basel III Capital Rules, which we discuss below, further limit our permissible dividends, stock repurchases and discretionary bonuses, including those of the Bank, unless we and the Bank continue to meet the fully phased-in capital conservation buffer requirement. The Company and the Bank exceeded the capital conservation requirement at year end 2025. See "Capital Requirements".
Under Florida law, the Company may only pay dividends if, after giving effect to each dividend, the Company would be able to pay its debts as they become due and the Company's total assets would exceed the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of each dividend, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those entitled to receive the dividend.
We and the Bank are required under federal law to maintain certain minimum capital levels based on ratios of capital to assets and capital to risk-weighted assets. The required capital ratios are minimums, and the Federal Reserve and OCC may determine that a banking organization, based on its size, complexity or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. Risks such as concentration of credit risks and the risk arising from non-traditional activities, as well as the institution's exposure to a decline in the economic value of its capital due to changes in interest rates, and an institution's ability to manage those risks are important factors that are to be taken into account by the federal banking agencies in assessing an institution's overall capital adequacy. The following is a brief description of the relevant provisions of these capital rules and their potential impact on our and the Bank's capital levels. The relevant capital measures are the total risk-based capital ratio, Tier 1 risk-based capital ratio, common equity Tier 1 or "CET1" capital ratio, as well as, the leverage capital ratio.
The Federal Reserve has risk-based capital rules for bank holding companies and the OCC has similar rules for national banks. These rules require a minimum ratio of capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) and capital conservation buffer of 10.50%. Tier 1 capital includes common equity and related retained earnings and a limited amount of qualifying preferred stock, less goodwill and certain core deposit intangibles, as well as other adjustments. Voting common equity must be the predominant form of capital. Tier 2 capital consists of non-qualifying preferred stock, qualifying subordinated, perpetual, and/or mandatory convertible debt, term subordinated debt and intermediate term preferred stock, up to 45% of pre-tax unrealized holding gains on available for sale equity securities with readily determinable market values that are prudently valued, and a loan loss allowance up to 1.25% of its standardized total risk-weighted assets, excluding the allowance. The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, "high volatility" commercial real estate, past due assets, securitization exposures and equity holdings. We collectively refer to Tier 1 risk based capital and Tier 2 capital as Total risk-based capital.
In addition, the Federal Reserve has established minimum leverage ratio guidelines for bank holding companies, which provide for a minimum leverage ratio of Tier 1 capital to adjusted average quarterly assets ("leverage ratio") equal to 4%. However, regulators expect bank holding companies and banks to operate with leverage ratios above the minimum. The guidelines also provide that institutions experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Supervisors may also consider other measures of capital adequacy, such as tangible capital metrics, when evaluating safety and soundness. Higher capital may be required in individual cases and depending upon a bank holding company's risk profile. All bank holding companies and banks are expected to hold capital commensurate with the level and nature of their risks, including the volume and severity of their problem loans. The level of Tier 1 capital to risk-adjusted assets is becoming more widely used by the bank regulators to measure capital adequacy. Neither the Federal Reserve nor the OCC has advised us of any specific minimum leverage ratio or tangible Tier 1 leverage ratio applicable to the Company or the Bank, respectively. Under Federal Reserve policies, bank holding companies are generally expected to operate with capital positions well above the minimum ratios. The Federal Reserve believes the risk-based ratios do not fully take into account the quality of capital and interest rate, liquidity, market and operational risks. Accordingly, supervisory assessments of capital adequacy may differ significantly from conclusions based solely on the level of an organization's risk-based capital ratio.
In order to avoid certain restrictions on permissible dividends, stock repurchases and discretionary bonuses, a minimum "capital conservation buffer" of CET1 capital of at least 2.5% of total risk-weighted assets, is required. The capital conservation buffer is calculated as the lowest of: (i) the banking organization's CET1 capital ratio minus 4.5%; (ii) the banking organization's Tier 1 risk-based capital ratio minus 6.0%; or (iii) the banking organization's total risk-based capital ratio minus 8.0%.
The capital elements and total capital under the Basel III Capital Rules are as follows:
Minimum CET1
4.50%
Capital Conservation Buffer
2.50%
Total CET1
7.00%
Deductions from CET1
100.00%
Minimum Tier 1 Capital
6.00%
Minimum Tier 1 Capital plus conservation buffer
8.50%
Minimum Total Capital
8.00%
Minimum Total Capital plus conservation buffer
10.50%
The Federal Reserve, the OCC, and the FDIC, published a final rule on July 22, 2019 ("the Capital Simplifications Final Rule") that simplifies existing regulatory capital rules for non-advanced approaches institutions, such as the Company. Non-advanced approaches institutions were permitted to implement the Capital Simplifications Final Rule as of its revised effective date in the quarter beginning January 1, 2020, or wait until the quarter beginning April 1, 2020. As of the date of implementation, the required deductions from regulatory capital CET1 elements for mortgage servicing assets ("MSAs") and temporary difference deferred tax assets ("DTAs") are only required to the extent these assets exceed 25% of CET1 capital elements, less any adjustments and deductions (the "CET1 Deduction Threshold"). MSAs and temporary difference DTAs that are not deducted from capital are assigned a 250% risk weight. Investments in the capital instruments of unconsolidated financial institutions are deducted from capital when these exceed the 25% CET1 Deduction Threshold. Minority interests in up to 10% of the parent banking organization's CET1, Tier capital and total capital, after deductions and adjustments are permitted to be included in capital effective October 1, 2019. The Company adopted these simplified capital rules in the first quarter of 2020 and they had no material effect on the Company's regulatory capital and ratios.
The Basel Committee on Banking Supervision published the last version of the Basel III accord in 2017, generally referred to as "Basel IV." The Basel Committee stated that a key objective of the revisions incorporated into the framework is to reduce excessive variability of risk-weighted assets, which will be accomplished by enhancing the robustness and risk sensitivity of the standardized approaches for credit risk and operational risk. This will facilitate the comparability of banks' capital ratios, constraining the use of internally modeled approaches, and complementing the risk-weighted capital ratio with a finalized leverage ratio and a revised and robust capital floor. Leadership of the Federal Reserve, OCC, and FDIC, who are tasked with implementing Basel IV, supported the revisions. Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not to us. The impact of Basel IV on us will depend on the manner in which it is implemented by the federal bank regulators.
As of December 31, 2025, the Company's and the Bank's CET1 ratio were 11.80% and 12.35%, respectively. In addition, the Company's and the Bank's total risk-based capital ratio as of December 31, 2025, were 14.10% and 13.49%, respectively. As a result, both the Company and the Bank are currently classified as "well-capitalized" for purposes of the OCC's prompt corrective action regulations.
The federal banking agencies are required to take "prompt corrective action" with respect to financial institutions that do not meet minimum capital requirements. The law establishes five categories for this purpose: "well-capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." To be considered "well-capitalized," an insured depository institution must maintain minimum capital ratios and must not be subject to any order or written directive to meet and maintain a specific capital level for any capital measure. To be well-capitalized, the Bank must maintain at least the following capital ratios:
10.0% Total capital to risk-weighted assets
8.0% Tier 1 capital to risk-weighted assets
6.5% CET1 to risk-weighted assets; and
5.0% leverage ratio.
An institution that fails to remain well-capitalized becomes subject to a series of restrictions that increase in severity as its capital condition weakens. Such restrictions may include a prohibition on capital distributions, restrictions on asset growth or restrictions on the ability to receive regulatory approval of applications. The regulations apply only to banks and not to BHCs. However, the Federal Reserve is authorized to take appropriate action at the holding company level, based on the undercapitalized status of the holding company's subsidiary banking institutions. In certain instances, relating to an undercapitalized banking institution, the BHC would be required to guarantee the performance of the undercapitalized subsidiary's capital restoration plan and could be liable for civil money damages for failure to fulfill those guaranteed commitments.
In addition, failure to meet capital requirements may cause an institution to be directed to raise additional capital. Federal law further mandates that the agencies adopt safety and soundness standards generally relating to operations and management, asset quality and executive compensation, and authorizes administrative action against an institution that fails to meet such standards. Failure to meet capital guidelines may subject a banking organization to a variety of other enforcement remedies, including additional substantial restrictions on its operations and activities, termination of deposit insurance by the FDIC and, under certain conditions, the appointment of a conservator or receiver.
The Federal Reserve and the OCC monitor compliance with prudential laws, regulations, and standards. The CFPB monitors compliance with laws and regulations applicable to consumer financial products and services.
Violations of laws and regulations, or other unsafe and unsound practices, may result in these agencies imposing fines, penalties and/or restitution, cease and desist orders, or taking other formal or informal enforcement actions. Under certain circumstances, these agencies may enforce similar remedies directly against officers, directors, employees and others participating in the affairs of a bank or bank holding company, including fines, penalties and the recovery, or including, where applicable claw-backs, of incentive compensation.
Deposits at U.S. domiciled banks are insured by the FDIC, subject to limits and conditions of applicable laws and regulations. Our deposit accounts are insured by the DIF generally up to a maximum of $250,000 per separately insured depositor and for each account ownership category. In order to fund the DIF, all insured depository institutions are required to pay quarterly assessments to the FDIC. Assessments for institutions under $10 billion are based primarily on CAMELS ratings and financial ratios, rather than the former four-category risk system. The FDIC has the discretion to adjust an institution's risk rating and may terminate its insurance of deposits upon a finding that the institution engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or violated any applicable law, regulation, rule, order or condition imposed by the FDIC or written agreement entered into with the FDIC. The FDIC may also prohibit any FDIC-insured institution from engaging in any activity it determines to pose a serious risk to the DIF.
The federal banking regulators regularly issue new guidance and standards, and update existing guidance and standards, regarding cybersecurity, which are intended to enhance cyber risk management by financial institutions. Financial institutions are expected to comply with such guidance and standards and to accordingly develop appropriate security controls and risk management processes. If we fail to observe this regulatory guidance or standards, we could be subject to various regulatory sanctions, including financial penalties.
The federal banking agencies requires banking organizations to notify their primary banking regulator within 36 hours of determining that a "computer-security incident" has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization's ability to carry out banking operations or deliver
banking products and services to a material portion of its customer base, its businesses and operations that would result in material loss, or its operations that would impact the financial stability of the United States.
SEC regulations require public companies, among other things, to report material cybersecurity incidents in current reports on Form 8-K. The rules also require reporting about a public company's policies and procedures to identify and manage cybersecurity risks; as well as disclosure about the Board of Directors' oversight of cybersecurity risk; and management's role and expertise in assessing and managing cybersecurity risk and implementing cybersecurity policies and procedures.
State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification, information security and data privacy requirements. We expect this trend of state-level activity in those areas to continue and are continually monitoring developments where our customers are located.
Risks and exposures related to cybersecurity attacks, including litigation and enforcement risks, are expected to be elevated for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers. See "Item 1A. Risk Factors" for a further discussion of risks related to cybersecurity and "Item 1C. Cybersecurity" for further information on how we address and manage cybersecurity risks.
Congress may enact legislation from time to time that affects the regulation of the financial services industry, and state legislatures may enact legislation from time to time affecting the regulation of financial institutions chartered by or operating in their states. Federal and state regulatory agencies also periodically propose and adopt changes to their regulations or change the manner in which existing regulations are applied. The substance or impact of pending or future legislation or regulation, or the application thereof, cannot be predicted, although any change could impact the regulatory structure under which we or our competitors operate and may significantly increase costs, impede the efficiency of internal business processes, require an increase in regulatory capital, require modifications to our business strategy, and limit our ability to pursue business opportunities in an efficient manner. It could also affect our competitors differently than us, including in a manner that would make them more or less competitive. A change in statutes, regulations or regulatory policies applicable to us or any of our affiliates could have a material, adverse effect on our business, financial condition and results of operations.
We maintain a website at the address https://www.amerantbank.com. On our website, you can access, free of charge, our reports on Forms 10-K, 10-Q and 8-K, as well as proxy statements on Schedule 14A and amendments to these reports and materials. Materials are available online as soon as practicable after we file them with the SEC. Additionally, the SEC maintains a website at the address https://www.sec.gov that contains the information we file or furnish electronically with the SEC. The information contained on our website is not incorporated by reference in, or considered part of, this Form 10-K.
The Executive Officers of the Company as of February 27, 2026, are as follows:
Carlos Iafigliola. Mr. Iafigliola, age 49, was appointed Director and Interim Chief Executive Officer in November 2025 after having served as Senior Executive Vice President, Chief Operating Officer (COO) since June 2023. In that role he was responsible for Amerant's loan and deposit operations, project management, technology services, procurement, facilities, treasury management, and digital projects. He is a member of the Company's and the Bank's Executive Management Committee. Mr. Iafigliola chairs the Board of Amerant Investments and is member of the Board of Amerant Mortgage. Prior to his appointment as COO, Mr. Iafigliola served as EVP, Chief Financial Officer (CFO) since May 2020 spearheading Amerant's financial management, including treasury, financial reporting and accounting, financial analysis, investor relations & sustainability, internal controls and corporate tax. Mr. Iafigliola also served as SVP, Treasury Manager from 2015 to May 2020 and held various management positions in the Treasury area from 2004 to 2015. Prior to joining Amerant, he served in senior roles in Market Risk at Banco Mercantil, also known as Mercantil Servicios Financieros (MSF), from 2000 to 2004. He joined MSF in April 1998.
Mr. Iafigliola earned a degree in Economics from Universidad Católica Andrés Bello in Caracas, Venezuela in 1998 and a Masters in Finance from Instituto de Estudios Superiores de Administración (IESA) in 2003. He was also part of Miami Leadership Program cohort 2011. In November 2024, he finalized the Executive Education Program at Columbia University. He serves as Board member for Habitat for Humanity Broward and the Orange Bowl Committee. Additionally, he is a member of the Investment Committee of United Way Miami and a council member of the Greater Fort Lauderdale Alliance and the Florida Council of 100. He also serves on the FIFA World Cup 2026 Miami Host Committee.
Sharymar Calderón. Mrs. Calderón, age 38, serves as Senior Executive Vice President, Chief Financial Officer (CFO) since November 2024, and served as Executive Vice President, Chief Financial Officer since June 2023.
Calderón is responsible for Amerant's financial management, including treasury, financial reporting and accounting, financial planning and analysis, investor relations, strategy, internal controls over financial reporting, corporate tax and products. She also chairs the Asset-Liability Committee and is a member of the Board of Amerant Investments. She is a member of the Company's and the Bank's Executive Management Committee. Prior to her appointment as CFO, Mrs. Calderón served as Senior Vice President, Head of Internal Audit at Amerant since June 2021, where she led the implementation and monitoring of the Company's audit plan and risk assessments, including coordination with external auditors and the integration of SOX audits. Prior to Amerant, Mrs. Calderón worked at Ocean Bank as SVP, Head of Payment Operations from September 2020 through early June 2021. Before that, she worked at PricewaterhouseCoopers for nine years, where she began her career as an Associate and rose to Senior Manager over the course of her tenure, gaining extensive experience in financial services, including banking, broker dealers and asset management.
Mrs. Calderón received a double Bachelor of Business Administration in Accounting and Marketing from the University of Puerto Rico. She is a licensed Certified Public Accountant (CPA) in Florida and Puerto Rico, a member of the Florida Institute of CFOs (fiCFO), American Institute of Certified Public Accountants (AICPA), a member of the Puerto Rico State Society of CPAs and its Florida Chapter, and the Association of Latino Professionals for America (ALPFA). Mrs. Calderón currently serves on the board of directors of the Zoo Miami Foundation.
Disclaimer
Amerant Bancorp Inc. published this content on April 21, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 21, 2026 at 22:37 UTC.