PROCTOR H PALMER JR 4

What Happened
Proctor H. Palmer Jr., CEO and a director of Ameris Bancorp (ABCB), received equity awards on February 19, 2026 totaling 78,598 shares (two grants: 64,610 and 13,988). The 64,610-share award generated a tax withholding disposition of 28,778 shares, sold/withheld at $82.93 per share for a total of $2,386,560. The awards were granted under the Ameris Bancorp 2021 Omnibus Equity Compensation Plan.

Key Details

• Transaction date: February 19, 2026; Form 4 filed February 23, 2026 (timely within SEC reporting window).
• Grants: 64,610 shares (acquired, $0 per share) and 13,988 shares (acquired, $0 per share).
• Tax withholding/disposition: 28,778 shares disposed at $82.93 each = $2,386,560 (code F — withholding to satisfy tax obligations).
• Vesting: the 13,988-share grant vests in three annual installments (4,663 shares on 2/19/2027, 4,663 on 2/19/2028, and 4,662 on 2/19/2029).
• Plan: awards are pursuant to the Ameris Bancorp 2021 Omnibus Equity Compensation Plan; one award was a performance stock unit originally granted Feb 23, 2023.
• Filing notes: the filing references additional shares from the ESPP (40.076399 shares) and dividend reinvestment (263.871321 shares) included in reporting totals.
• Shares owned after transaction: not specified in the provided filing summary.

Context

• The withholding of 28,778 shares to satisfy taxes is a routine, non-discretionary transaction tied to the grant (filing code F) and should not be read as an open-market sale signal.
• The 13,988-share award is time-vested over three years; the larger 64,610-share award appears tied to a prior performance grant (per footnote).
• These are insider awards (not purchases), so the action indicates compensation and retention rather than a bullish purchase.