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Amerant Bancorp Inc.·4

Feb 19, 6:39 PM ET

Rodriguez Adrian 4

4 · Amerant Bancorp Inc. · Filed Feb 19, 2026

Research Summary

AI-generated summary of this filing

Updated

Amerant (AMTB) EVP Adrian Rodriguez Receives RSU Vesting; Shares Surrendered

What Happened

  • Adrian Rodriguez, EVP and Interim Chief Operating Officer of Amerant Bancorp (AMTB), had restricted/performance-based stock units convert to shares and received a new equity award on February 17, 2026. He was also required to surrender 240 shares to satisfy tax withholding (240 shares × $22.73 = $5,455).
  • The filing shows derivative conversions/exercises (SEC code M) related to vested RSUs/PSUs and two grant entries (code A) for 4,179 share-equivalents each (one RSU award and a performance-based award reflected at target). The new award vests over three years; PSUs are performance-conditioned (40%–180% of target depending on results).

Key Details

  • Transaction date: February 17, 2026 (filed Feb 19, 2026 — timely within reporting window).
  • Tax withholding: 240 shares surrendered at $22.73 per share → ~$5,455 (code F).
  • Derivative activity: exercise/conversion entries (code M) reported for vested units; grant/award entries (code A) for 4,179 share-equivalents.
  • Footnotes: prior RSU awards from Feb 16, 2023 and Feb 16, 2024 vested on Feb 17, 2026 (next business day due to holiday). PSUs reported at target; final payout depends on 3-year performance metrics.
  • Shares owned after the transactions are not specified in the provided filing excerpt.

Context

  • M = exercise/conversion of derivative awards (vesting of RSUs/PSUs into share equivalents). F = shares surrendered to cover tax withholding — a routine, non‑market-sale event. A = grant/award of new restricted or performance units that vest over time or upon performance.
  • Awards and tax-withholding actions by executives are common and do not by themselves indicate a bullish or bearish market view. The PSU component is performance-based and may pay out between 40%–180% of target depending on results over the 2026–2028 performance period.

Insider Transaction Report

Form 4
Period: 2026-02-17
Amerant Bancorp Inc.AMTB
Rodriguez Adrian
See remarks
Transactions
  • Exercise/Conversion

    Class A Common Stock

    [F1]
    2026-02-17+1,000→ 5,390 total
  • Tax Payment

    Class A Common Stock

    [F2]
    2026-02-17$22.73/sh−240$5,455→ 5,150 total
  • Exercise/Conversion

    Restricted Stock Units LTI 2023

    [F1][F3]
    2026-02-17−500→ 0 total
    Exercise: $0.00→ Class A Common Stock (500 underlying)
  • Exercise/Conversion

    Restricted Stock Units LTI 2024

    [F1][F4]
    2026-02-17−500→ 500 total
    Exercise: $0.00→ Class A Common Stock (500 underlying)
  • Award

    Restricted Stock Units LTI 2026

    [F1][F5]
    2026-02-17+4,179→ 4,179 total
    Exercise: $0.00→ Class A Common Stock (4,179 underlying)
  • Award

    Performance Based Restricted Stock Units LTI 2026

    [F6][F7]
    2026-02-17+4,179→ 4,179 total
    Exercise: $0.00→ Class A Common Stock (4,179 underlying)
Footnotes (7)
  • [F1]Each restricted stock unit ("RSU") is the economic equivalent of one share of Class A Common Stock.
  • [F2]Reflects the shares of Class A Common Stock that were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of RSUs.
  • [F3]On February 16, 2023, Mr. Rodriguez was awarded 1,500 RSUs each representing the right to receive, following vesting, one share of Class A Common Stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Rodriguez remains in the continuous service of the Company or a subsidiary through each such date. Since the anniversary of the date of grant was on Monday, February 16, 2026, a federal holiday, the vesting occurred on Tuesday, February 17, 2026, the next business day.
  • [F4]On February 16, 2024, Mr. Rodriguez was awarded 1,500 RSUs, each representing the right to receive, following vesting, one share of Class A Common Stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Rodriguez remains in the continuous service of the Company or a subsidiary through each such date. Since the anniversary of the date of grant was on Monday, February 16, 2026, a federal holiday, the vesting occurred on Tuesday, February 17, 2026, the next business day.
  • [F5]On February 17, 2026, Mr. Rodriguez was awarded 4,179 RSUs, each representing the right to receive, following vesting, one share of Class A Common Stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Rodriguez remains in the continuous service of the Company or a subsidiary through each such date.
  • [F6]Each performance-based restricted stock unit ("PSU") is the economic equivalent of one share of Class A Common Stock.
  • [F7]PSUs awarded to Mr. Rodriguez, each representing the right to receive, following vesting, one share of Class A Common Stock. The actual number of PSUs earned shall be based on the achievement of the Relative Adjusted Return on Average Tangible Common Equity at a Threshold, Target or Maximum level set by the Compensation and Human Capital Committee (the "Committee") further modified by the achievement of specified Threshold, Target or Maximum levels set by the Committee of Relative Total Shareholder Return for a 3-year period beginning January 1, 2026 and ending on December 31, 2028, and in general can range from 40% to 180% of the PSUs. The number reported reflects the target number of PSUs Mr. Rodriguez may earn.
Signature
/s/ Julio Pena, as Attorney-in-Fact for Adrian Rodriguez|2026-02-19

Documents

1 file
  • 4
    wk-form4_1771544383.xmlPrimary

    FORM 4