AMTB 10-K & 10-Q changes, risk factors and insider trading

AOur substantialfunding portionsources include deposits (core and non-core), federal funds purchased, securities sold under repurchase agreements, short-and long-term debt, the Federal Reserve Discount Window (Discount Window) and Federal Home Loan Bank of our liabilities consist of deposit accounts that are payable on demandAtlanta, or uponFHLB, several days' notice, including deposit accounts from Large Fund Providers (third-party customer relationships with balances of over $20 million).advances. We also use brokered deposits and wholesale funding, which not only increases our liquidity risk but could also increase our interest rate expense and potentially increase our deposit insurance costs. Institutions that are less than well-capitalized may be unable to raise or renew brokered deposits under the prompt corrective action rules. See “Supervision and Regulation—Capital Requirements” in the Form 10-K. In addition, we maintain a portfolio of securities that can be used as a source of liquidity.

Any significant restriction or disruption of our ability to obtain funding from these or other sources could haveadversely aaffect negativeour effectliquidity onand our ability to satisfymeet our current and future financial obligations, which could materially affect our financial condition or results of operations. Our accessability to obtain funding sources in adequate amounts adequateand on acceptable terms to finance or capitalize our activities on terms which are acceptable to us could be impaired by factors that affect us specifically orus, the financial services industryindustry, or the economy in general, including but not limited to: a downturn in economic conditionsdownturns in the geographic markets in which we operate or in the financial or credit markets in general; increases inrising interest rates; the liquidity needs of our depositors as well asand competition for deposits; the availability of sufficient collateral that is acceptable to the FHLB and the Federal Reserve Bank, fiscal and monetary policy; and regulatory changes. In addition, our ability to otherwise borrow money or issue and sell debt will dependdepends on a variety of factors such as market conditions, the general availability of credit, our credit ratings, and our overall credit capacity.

We are a legal entity separate and distinct from the Bank and our other subsidiaries. The Federal Reserve Act, Section 23A, limits our ability to borrow from the Bank and our principal source of cash, other than securities offerings, is dividends from the Bank. These dividends are the principal source of funds to pay dividends on our common stock, as well as interest on our junior subordinated debentures and interest and principal on our Senior Notes and our Subordinated Notes. Several laws and regulations limit the amount of dividends that the Bank may pay us as well as the dividends that we may pay on our common stock, see “Supervision and Regulation - Payment of Dividends.” Limitations on our ability to receive dividends from ourthe subsidiariesBank could adversely affect our liquidity and on our ability to service our debt and pay dividends.

We cannot assure that we will continue to pay dividends on our common stock in the future. Future dividends will be declared and paid at the discretion of our Board of Directors and will depend on a number of factors including, our results of operations, financial condition, liquidity, capital adequacy, cash requirements, prospects, regulatory capital and limitations, among others. Our inability to service our debt, pay our other obligations or pay dividends to our shareholders could adversely impact our financial condition and the value of our securities.

Our profitability depends largelyprimarily uponon net interest income, which is the difference between interest earned on assets, such as loans and investments, and interest expense on interest-bearing liabilities, such as deposits and borrowings. Interest rate changes may impact our profits and the values of several of our assets and liabilities. We expect to periodically experience “gaps” in the interest rate sensitivities of the Company’s assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa.

IfRising interest rates rise,may decrease our net interest income and the value of our assets could be reduced if interest paid on interest-bearing liabilities, such as deposits and borrowings, increases more quickly than interest received on interest-earning assets, such as loans and investment securities. In addition, risingHigher interest rates may reduce theloan demanddemand, for loans and the volume oflower mortgage originations and re-financings,re-financing volumes, adversely affecting the profitability of our business. Increases in market interest rates may also impact our customers’ ability to repay their loans, which could increase the potential for defaultdefaults and our level of nonperforming assets and adversely affect our operating results. Further, when loans are placed on nonaccrual status any accrued but unpaid interest receivable is reversed, which decreasesdecreasing interest income; simultaneously, we will continue to haveincur afunding cost to fund the loan,costs, which is reflected as interest expense, without any interest income to offset the associatedsuch funding expense. Thus, an increase in the amount of nonperforming assets would have an adverse impact on net interest income. Also, in a rising interest rate environment, fixed-rate loans may adversely affect our margin andin presenta asset/liabilityrising mismatchesinterest andrate risksenvironment, since our liabilities are generally floatingreprice ratemore orquickly havethan shorterfixed-rate maturities.loans.

InConversely, in declining rate environments, weloan prepayments may experience numerous loan prepaymentsaccelerate and replacement loans may be priced at a lower rate, decreasing ourreducing net interest income. Further, should market interest rates fall below current levels, our net interest income couldmay also be negatively affecteddecline if competitive pressures keeplimit usour fromability furtherto reducingreduce rates on our deposits, while the yields on our assets decrease through loan prepayments and interest rate adjustments. Since our balance sheet is asset sensitive, a decrease in interest rates or a flattening or inversion of the yield curve could adversely affect us.

Market interest rate changes are unpredictable and causedinfluenced by many factors beyond our control, including general economic conditions (inflation, recession, and unemployment), fiscal and monetary policy, and changes in the United States and other financial markets. In a rapidly changing interest rate environment,If we may beare unable to manage our interest rate risk effectively,effectively whichin couldrapidly adverselychanging impactinterest rate environments, our business, financial condition, results of operations, or cash flows.flows could be materially and adversely affected.

The allowance for credit losses is a valuation allowance for current expected credit losses. We establish our allowance for credit losses and maintain it at a level management considers adequate to absorb expected loan losses in our loan portfolio as of the corresponding balance sheet date. The allowance for credit losses is our best estimate of expected credit losses; however, there is no guarantee that it will be sufficient to address credit losses, particularly if the economic outlook deteriorates significantly and quickly. The determination of the appropriate level of the allowance for credit losses inherently involves a high degree of subjectivity and judgment and requires us to make various assumptions and estimates about the collectability of our loan portfolio, including the creditworthiness of our borrowers, the value of the collateral securing our loans, our delinquency experience, economic conditions and trends, reasonable and supportable forecasts, and credit quality indicators (including past charge-off experience and levels of past due loans and nonperforming assets).We cannot assure that these assumptions and estimates will be adequate over time to cover expected credit losses in our portfolio. These assumptions and estimates may be affected by changes in the economy, market conditions, or events negatively impacting specific customers, industries or markets, or borrowers repaying their loans. If our allowance for credit losses on loans is not adequate, our business, financial condition, results of operations, or cash flows could be adversely affected. In addition, bank regulatory agencies periodically review our allowance for credit losses and may require an increase in the provision for credit losses or the recognition of further charge-offs. Any increases in the provision for credit losses will result in a decrease in net income and may adversely affect our business, financial condition, results of operations, or cash flows.

A significant portion of our loan portfolio is made up of CRE loans. CRE loans typically involve large loan balances to single borrowers or groups of related borrowers. CRE is cyclical and poses risks of possible loss due to concentration levels and risks of the assets being financed. Disruptions in markets,the commercial real estate market, economic conditions, including those resulting from a pandemic, changes in laws or regulations or other events could have a significant impact on the ability of our customers to repay and may adversely affect our business, financial condition, results of operations, or cash flows.

As of December 31, 2024,2025, the Bank’s portfolio of CRE loans wasrepresented 239.4%238.8% of its risk-based capital, orand 34.5%37.5% of its total loans, as of December 31, 2024 compared to 274.3% of its risk-based capital, or 38.4% of its total loans, as of December 31, 2023.loans. We cannot assure that our CRE concentration risk management program will effectively manage our CRE concentration.

CRE loans as well as other loans in our portfolio are secured by real estate. We may experience a significant level of nonperforming real estate loans if the economic conditions of the markets where we operate deteriorate, or in areas where real estate market conditions become distressed. The value of the collateral securing those loans and the revenue stream from those loans could be negatively impacted, and additional provisions for the allowance for credit losses could be required. Our ability to dispose of Other Real Estate Owned (“OREO”) properties at prices at or above the respective carrying values could also be impaired, causing additional losses. Any of these events could increase our costs, require management time and attention, and materially and adversely affect us.

Our valuation of securities and the determination of a credit loss allowance 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.

Fixed-maturity securities, as well as short-term investments which are reported at estimated fair value, represent the majority of our total investments. We generally define fair value as the price that would be received in the sale of an asset or paid to transfer a liability. ConsiderableFactors beyond our control, including changes in interest rate, can materially influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. For example, fixed-rate securities are generally subject to decreases in market value when interest rates increase. Other factors that may negatively and materially impact the fair value of our investment securities portfolio include, but are not limited to, rating agency downgrades of the securities, defaults by the issuer or individual borrowers with respect to the underlying securities and rapidly changing and unprecedented credit and equity market conditions. In addition, considerable judgment is often required in interpreting market data to develop estimates of fair value, and the use of different assumptions or valuation methodologies may have a material effect on the estimated fair value amounts. During periods of market disruption (including periods of significantly rising or high interest rates, or rapidly widening credit spreads) certain asset classes may become illiquid and it may be difficult to value certain of our securities if trading becomes less frequent or market data becomes less observable. In those cases, the valuation process includes inputs that are less observable and require more subjectivity and management judgment. Valuations may result in estimated fair values which vary significantly from the amount at which the investments may ultimately be sold. Further,The rapidlyunrealized changinglosses in our securities portfolio may increase in future periods and unprecedentedwe creditmay andrecognize equitylosses marketwithin conditionsour securities portfolio all of which could materially affect theour valuationresults of securitiesoperations in ouror financial statements and the period-to-period changes in estimated fair value could vary significantly.condition.

WeaknessIncreases in the demand for mortgage loans ordue to further declines in theinterest secondaryrates market for residential mortgage loans cancould adversely affect us.

We outsource many of our major systems and critical back-office operations,functions, suchand astherefore depend on a variety of third-party vendors to support our operations. These vendors provide essential services, including, but not limited to, core systems support, data processing, recording,transaction recording and monitoring transactions,monitoring, online and mobile banking interfaces and service, internet connectionsplatforms, and network access.and Forinternet example,connectivity. weOur enteredability intoto aoperate neweffectively multi-yeardepends outsourcing agreement withon the world'ssuccessful, largestsecure, providerand uninterrupted performance of bankingthese andthird‑party payments technology, to assume full responsibility over a significant number of the Bank’s support functions and staff, including certain critical back-office operations. In November 2023 we transitioned our entire core banking system to the one this vendor offerssystems and services. AnAny failure or interruption or failure ofin the services weprovided receive throughby these outsourcedvendors systemsincluding as a result of operational breakdowns, cybersecurity incidents, or system outages, could cause an interruption of our operations. TheSuch occurrencedisruptions ofcould anyimpair systemsour failureability to process transactions, serve customers, or interruptionmaintain business continuity, and could damage our reputation and result in a loss of customers and business, reputational harm, could subject us to additional regulatory scrutiny, or could expose us to legal liability. Any of these occurrences could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

We rely heavily on communications and information systems, including those provided by third-party service providers, to conduct our business. Any failure, interruption, or security breach of these systems could result in failures or disruptions which could impact our ability to serve our customers, operate our business and affect our customers’ privacy and could damage our reputation, result in a loss of business, subject us to additional regulatory scrutiny or enforcement or expose us to civil litigation and possible financial liability. Our systems and networks, as well as those of our third-party service providers, are subject to security risks and could be susceptible to cyberattacksinformation security breaches and cyberattacks. Information security breaches and cyberattack incidents include, but are not limited to, attempts to access customer or company information, the introduction of malicious code or computer viruses, and denial‑of‑service attacks. Such incidents may result in unauthorized access, theft, misuse, loss, disclosure, or destruction of data (including confidential customer information), account takeovers, service interruptions, or other adverse events. These threats may arise from human error, fraud, or malicious actions by thirdinternal or external parties, including through coordinated attacks sponsored by foreign nations and criminal organizations to disrupt business operations and other compromises to data and systems for political or criminalfrom purposes.accidental technological failures. Cyber threats are rapidly evolving and we may not be able to anticipate or prevent all such attacks and could be held liable for any security breach or loss. These risks have increased with the adoption of cloud and other technologies, such as the implementation of remote and/or hybrid work protocols and may continue to increase in the future as the use of mobile banking and other internet-based products and services continues to grow.

ForWe example,have inpreviously August 2022 and November 2023, we werebeen notified by differentcertain third-partythird‑party vendors that they had experiencedof potential cybersecurity incidents.incidents Onaffecting boththeir occasions,systems. In each instance, we activated our incident response plan and the vendors completed forensic analyses to determine whether information from the Bank's customers was accessed and exfiltrated in an unauthorized manner. Once the forensic analyses were completed, weplan, worked with the vendors and outsideexternal advisors to determineconduct theforensic appropriateanalyses, courseand ofevaluated action,whether includingcustomer havinginformation thehad vendorsbeen provideaccessed or exfiltrated. Where appropriate, impacted customers received notice to our affected customers and offerwere freeoffered credit monitoring servicesservices. whenAlthough appropriate.these Ourincidents did not materially adversely affect our business, financial condition, or results of operationsoperations, werethey notillustrate materiallythe adverselyrisks affectedinherent byin theserelying cybersecurityon incidents.third‑party providers. We are not aware of any continuingongoing cybersecurity threats or breachesissues involving these vendors,vendors; however, we, as well aswe—and our customers, regulators, and service providers, providers—have experiencedexperienced, and willare likely to continue toexperiencing, experience a significant increase inincreasing information security and cybersecurity threats and attacks, see “Item 1C. Cybersecurity” for an additional discussion on our information security program.

Security breaches or failuresinterruptions of systems operated by us or our third-party service providers may have serious adverse financial and other consequences, including significant legal and remediation costs, disruption of operations, misappropriation of confidential information, damage to systems operated by us or our third-party service providers, as well as damagingdamage to our customers and our counterparties. SuchAny related losses and claims may not be covered by our insurance. In addition to the immediate costs of any failure, interruption or security breach, including those at our third-party service providers, these events could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financiallegal liability, any of which could adversely affect on business, financial condition, results of operations, or cash flows.

New lines of business, new products andor services, orand strategictechnological project initiativesadvancements may subject us to additional risks.

WeFrom periodically evaluate our service offerings and, occasionally, may seektime to time, we implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, including external factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, that may impact the successful implementation of a new line of business and/or a new product or service. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible, which could in turn have a material negative effect on our operating results. Additionally, any new line of business and/or new product or service could require the establishment of new key and other controls and have a significant impact on our existing system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business and/or new products or services could adversely affect our business, financial condition, results of operations, or cash flows.

Conditions or developments in Venezuela could adversely affect our operations.

At December 31, 2024,2025, 24%25% of our deposits, or approximately $1.9 billion, were from Venezuelan residents. All of the Bank’s deposits are denominated in U.S. Dollars. AdverseAlthough there have been recent developments in Venezuela, including an improvement of U.S.-Venezuela relations and the issuance of new OFAC general licenses authorizing certain investments and transactions by U.S. entities in the Venezuelan oil and gas industry, the ultimate impact of these developments remains uncertain. If economic conditions in Venezuela do not improve, adverse conditions there may continue to negatively affect our Venezuelan deposit base, as customers residing in Venezuela rely on their U.S. Dollar deposits to fund living expenses and other necessities withoutand beingmay ablehave limited ability to generate additional U.S. Dollars.

In addition, althoughwhile we seek to increase our trust, brokerage and investment advisory business from our domestic markets,and other international customers, substantially all our revenue from these services currently is derived from Venezuelan customers. EconomicAdverse economic and other conditions in Venezuela, oras well as U.S. regulations or sanctions affecting the services we may provide to our Venezuelan customers may adversely affect the amounts of assets we manage or custody, and thedecrease trading volumesactivity ofby our Venezuelan customers,customers. reducingSuch declines would reduce the fees and commissions we earn from these businesses, and may adversely affect our business, financial condition, results of operations, or cash flows.

Companies across all industries are facing scrutiny from stakeholders (among them shareholders, customers, employees, federal and state regulatory authorities, and policy makers) related to ESG matters. These stakeholders may often have differing, and sometimes conflicting, priorities and expectations regarding ESG issues. Recently, there have been an increase in the number of state-level anti-ESG initiatives in the U.S.U.S., including in the State of Florida where we operate, that may conflict with regulatory requirements or our various stakeholders’ expectations. Also, diversity, equity and inclusion (“DEI”) practices being implemented by corporations have recently come under increased scrutiny and recent actions taken by federal executive branch agencies and federal and state attorneys general may signal an increased focus on investigating private entities with respect to DEI programs and policies, including publicly traded companies. These conflicting and divergent attitudes towards ESG-related matters increase the risk that any action or lack thereof by us on such matters will be perceived negatively by some stakeholders. If we are unable to meet expectations and standards from stakeholders, including policy makers, regarding ESG related issues, or if we are perceived to have not responded appropriately, or take action in conflict with one or another of those stakeholder’s expectations, our reputation could be negatively impacted and could lead to loss of business, adverse publicity, or customer complaints. Any negative impact on our reputation in connection with ESG matters, changes in investing priorities among investors, or any loss of business resulting from these issues, may adversely affect our business, financial condition, operations, and/or effects the trading price of our common stock.

We had goodwill of $19.2 million and other intangible assets of $5.8$3.9 million at December 31, 2024.2025. Our business acquisitions typically have resulted in goodwill and other intangible assets and these may result in a future impairment expense. We make estimates and assumptions in valuing such goodwill and intangible assets that affect our consolidated financial statements. In accordance with GAAP, our goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment annually, or more frequently if events or changes in circumstances indicate that an asset might be impaired. The estimated fair value is affected by the performance of the business, which may be especially diminished by prolonged market declines. If the goodwill has been impaired, we must write down the goodwill by the amount of the impairment, with a corresponding charge to net income. Based on the annual impairment analysis, the Company determined that goodwill was not impaired as of December 31, 2024. In 2024, the Company recorded a $0.3 million pre-tax write off in other intangibles assets in connection with the Houston Sale Transaction2025. If we record any future impairment loss related to our goodwill or other intangible assets, it could adversely affect our business, financial condition, results of operations, or cash flows. Notwithstanding the foregoing, the results of impairment testing on our goodwill or other intangible assets have no impact on our tangible book value or regulatory capital levels.

The Florida banking markets in which we do business are highly competitive; therefore, our future growth and success will depend on our ability to compete effectively in these markets. We compete for deposits, loans, and other financial services in our markets with other local, regional and national commercial banks, thrifts, credit unions, mortgage lenders, trust services providers and securities advisory and brokerage firms. Recent regulatory changes have reduced compliance obligations for large bank holding companies and increased the asset thresholds that trigger more stringent requirements. As a result, certain bank holding companies with less than $250 billion in total consolidated assets, previously subject to heightened prudential standards, may become more competitive or pursue growth opportunities more aggressively. Marketplace lenders operating nationwide over the internet are also growing rapidly, other fintech developments, including blockchain and other technologies, may potentially disrupt the financial services industry and impact the way banks do business. Many of our competitors offer products and services different from us, and have substantially greater resources, name recognition and market presence than we do, which benefits them in attracting business. In addition, larger competitors may be able to price loans and deposits more aggressively than we are able to and have broader and more diverse customer and geographic bases to draw upon.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, or ICFRICFR, and for evaluating and reporting on that system of internal control. Our ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Section 404 of the Sarbanes-Oxley Act requires us to furnish annually a report by management on the effectiveness of our ICFR. In addition, our independent registered public accounting firm is required to report on the effectiveness of our ICFR.

From time to time, accounting standards setters change the financial accounting and reporting standards that govern the preparation of our consolidated financial statements. These changes can be difficult to predict and can materially impact how we record and report our consolidated financial condition and consolidated results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in changes to previously reported financial results or a cumulative charge to retained earnings. See “Note 1 -1. Business, Basis of Presentation and Summary of Significant Accounting Policies” in the notes to consolidated financial statements included in Item 15.1 Consolidated Financial Statements in this report for further information regarding accounting standards updates.

We are subject to changes in tax law that could increase our effective tax rates. These changes in law changes may be retroactive to previous periods and as a result could negatively affect our current and future financial performance. In particular, the Inflation Reduction Act, which was signed into law in the United States in August 2022, among other things, imposes a surcharge on stock repurchases. Changes to our tax liability could have a material effect on our results of operations. In addition, our customers are subject to a wide variety of federal, state and local taxes. Changes in taxes paid by our customers may affect their ability to purchase homes or consumer products and could also make some businesses and industries less inclined to borrow, potentially reducing demand for our loans and deposit products. In addition, such negative effects on our customers could result in defaults on the loans we have made which would reduce our profitability and could materially adversely affect our business, financial condition, results of operations, or cash flows.

Monitoring compliance with anti-money laundering and OFAC rules is complex and expensive. The risk of noncompliance with such rules can be more acute for financial institutions like us that have numerous customers from Latin America or who do business there. As of December 31, 2024,2025, $1.9 billion, or 24.1%,24.5%, of our total depositsdeposits, and a significant portion of our assets under management were from residents of Venezuela. Our total loan exposure to international markets, primarily individuals in Venezuela and corporations in other Latin American countries, was $40.7$33.1 million, or less than 1.5%,1.0%, of our total loans, at December 31, 2024.2025.

As of December 31, 2024,2025, our executive officers, directors and each of the 5% or greater holders of our voting Class A common stock beneficially owned outstanding shares representing, in the aggregate, approximately 36%33% of the outstanding shares of our voting Class A common stock (without giving effect to the broad family holdings of the Capriles, Marturet and Vollmer families which willwould bring the percentage to an aggregate of approximately 57%). As a result, these shareholders, if they act individually or together, may exert a significant degree of influence over our management and affairs and over matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, such as mergers, the sale of substantially all of our assets and other extraordinary corporate matters. Furthermore, the interests of these shareholders may not always coincide with the interests of other shareholders, including you and, accordingly, they could cause us to enter into transactions or agreements which we might not otherwise consider or prevent us from adopting actions that we might otherwise implement.

As of December 31, 2024,2025, we had outstanding an aggregate principal amount of $60.0 million of senior notes with a coupon rate of 5.75% and a maturity date of June 30, 2025 (the “Senior Notes”); an aggregate principal amount of $30.0 million of 4.25% Fixed-to-Floating Rate Subordinated Notes due March 15, 2032 (the “Subordinated Notes”); and an aggregate principal amount of $64.2 million in junior subordinated debentures (the “Debentures”). We have exercised our right under the applicable indenture to redeem the Senior Notes, which we expect to complete on April 1, 2025, see “Redemption of Senior Notes” in Item 1. Business Developments. Once we complete the early redemption of our Senior Notes, the aggregate principal balances of our Subordinated Notes and the Debentures will remain outstanding.

Banks and their holding companies are required to maintain a capital conservation buffer of 2.5% and satisfy other applicable regulatory capital ratios. Banking institutions that do not maintain capital in excess of the capital conservation buffer may face constraints on dividends, equity repurchases and executive compensation .compensation. Accordingly, if the Bank fails to maintain the applicable minimum capital ratios and the capital conservation buffer, dividends to us from the Bank may be prohibited or limited, and there may be insufficient funds to make principal and interest payments on the Subordinated Notes and the Debentures.

We are a bank holding company headquartered in Coral Gables, FL. We provide individuals and businesses 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 theour main subsidiary, Amerant Bank, which is also headquartered in Coral Gables, FL, andas itswell subsidiaries.as our other subsidiary, Amerant Investments. Fiduciary, investment, wealth management and mortgage lending services are provided by the Bank and the Bank’s securities broker-dealer, Amerant Investments, and the mortgage company, Amerant Mortgage.Investments. The Bank’s primary markets are South Florida, where we are headquartered and operate 1821 banking centers in Miami-Dade, Broward and Palm Beach counties.counties; Theand BankTampa, alsoFlorida operateswhere onewe banking center, as well ashave a regional headquarter,headquarters inoffice Tampa,and FL.currently operate two banking centers. See “Item1-BusinessItem1. Business” for recent developments.

Net Interest Income. Net interest income represents interest income less interest expense. We generate interest income from interest, dividends and fees received on interest-earning assets, including loans and investment securities we own. We incur interest expense from interest paid on interest-bearing liabilities, including interest-bearing deposits, and borrowings such as advances from the Federal Home Loan Bank of Atlanta (“FHLB advances”) and other borrowings such as repurchase agreements, notes, debentures and other funding sources we may have from time to time. Net interest income typically is the most significant contributor to our revenues and net income. To evaluate net interest income, we measure and monitor: (i) yields on our loans and other interest-earning assets; (ii) the costs of our deposits and other funding sources; (iii) our net interest spread; (iv) our net interest margin, or NIM; and (v) our provisions for credit losses. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. NIM is calculated by dividing net interest income for the period by average interest-earning assets during that same period. Because noninterest-bearing sources of funds, such as noninterest-bearing deposits and stockholders’ equity, also fund interest-earning assets, NIM includes the benefit of these noninterest-bearing sources of funds. Non-refundable loan origination fees, net of direct costs of originating loans, as well as premiums or discounts paid on loan purchases, are deferred and recognized over the life of the related loan as an adjustment to interest income in accordance with generally accepted accounting principles (“GAAP”).

Noninterest Income. Noninterest income consists of, among other revenue streams: (i) service fees on deposit accounts; (ii) income from brokerage, advisory and fiduciary activities; (iii) benefits from and changes in cash surrender value of bank-owned life insurance, or BOLI, policies; (iv) card and trade finance servicing fees; (v) securities gains or losses; (vi) net gains and losses on early extinguishment of FHLB advancesadvances, which we may execute from time to time as part of asset/liability management activities; (vii) income from derivative transactiontransactions with customers; (viii) derivative gains or losses; (ix) gains or losses on the sale of properties ; and (xix) other noninterest income which includes mortgage banking revenue.revenue and gains or losses on the sale of loans originated for investment. See “Item 1-1. Business” for more details.

Our income from service fees on deposit accounts is primarily affected primarily by the volume, growth and mix of deposits we holdhold, andas well as the volume of transactions initiated by customers (i.e.e.g., wire transfers). These are affected by prevailing market pricing of deposit services, interest rates, our marketing efforts and other factors.

Income from changes in the cash surrender value of our BOLI policies represents the amounts that may be realized under the contracts with the insurance carriers, which are nontaxable. In the fourth quarter of 2023, the Company restructured certain of its BOLI contracts, by surrendering existing lower-yielding policies and reinvesting the proceeds in higher-yielding policies. This transaction is expected to increaseincreased income from this source beginning in 2024.

Our gains and losses on sales of securities are derived from sales from our securities portfolio and are primarily dependent on changes in U.S. Treasury interest rates and asset liability management activities. Generally, as U.S. Treasury rates increase, our securities portfolio decreases in market value, and as U.S. Treasury rates decrease, our securities portfolio increases in value. We also recognize unrealized gains or losses on changes in the valuation of trading securities and marketable equity securities not held for trading.

Other noninterest income includes mortgage banking income/loss generated through our subsidiarymortgage banking operation comprised of Amerant Mortgage,Mortgage through the early part of the fourth quarter of 2025, and later through the Bank, and consists of gain on sale of loans, gain on loans market valuation, other fees and smaller sources of income. Mortgage banking income was $6.9$0.7 million and $4.5$6.9 million in 20242025 and 2023,2024, respectively. Other income in 2024 also2025 includes $0.5approximately $3.4 million of proceedsnet fromgain BOLIon deathsale benefits.of loans originated for investment.

Noninterest expense consists of: (i) salaries and employee benefits; (ii) occupancy and equipment expenses; (iii) professional and other services fees; (iv) loan-level derivative expenses; (v) FDIC deposit and business insurance assessments and premiums; (vi) telecommunication and data processing expenses; (vii) depreciation and amortization; (viii) advertising and marketing expenses; (ix) other real estate and repossessed assets, net; (x) contract termination costs, (xi) losses on sale of assets,assets; (xi) contract termination costs; and (xii) other operating expenses.

Occupancy expenseexpenses consists of lease expense on our leased properties, including right-of-use or ROU asset impairment charges, and other occupancy-related expenses. Equipment expense includes furniture, fixtures and equipment relatedequipment-related expenses. Rental income associated with subleasing portions of the Company’s headquarters building and the subleasing of the New York office space, primarily, is included as a reduction to rent expense under lease agreements under occupancy and equipment cost.

Professional and other services fees include the cost of outsourced services, including technology infrastructure and banking processing services andfrom our new technology provider; other professional consulting fees associated with our transition to a new core banking platform,platform; legal, accounting and related consulting fees,fees; card processing fees,fees; director’sdirectors’ fees,fees; regulatory agency fees, such as OCC examination fees,fees; and other fees related to our business operations.

Noninterest expenses in 20242025 and 20232024 include salaries and employee benefits, mortgage lending costs and professional and other service fees in connection with the operation and wind down of Amerant Mortgage’s ongoingorigination business.

Non-routineNon-core noninterest expense items include restructuring expenses and other non-routinenon-core noninterest expenses. Restructuring expenses are those incurred for actions designed to implement the Company’s business strategy. These actions include, but are not limited to reductions in workforce, streamlining operational processes, promoting the Amerant brand, decommissioning of legacy technologies, enhanced sales tools and training, expanded product offerings and improved customer analytics to identify opportunities. There were no restructuring expenses in 2024. Other non-routinenon-core noninterest expenses include the effect of non-routinenon-core items such as the valuation of OREO and loans held for sale, the sale of repossessed assets, and impairment of investments, losses on sale of loans previously held for investment, expenses in connection with the Houston Sale Transaction, staff separation costs, amongst other items non-recurrent in nature. See “Non-GAAP Financial Measures” for more information on non-routinenon-core noninterest expense items.

On January 1, 2022, the Company adopted ASC Topic 326 - Financial Instruments - Credit Losses, which replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. See Note 1 to the audited consolidated financial statements in this Form 10-K for more details on the adoption of CECL by the Company. We review and update our allowance for expected credit losses periodically to calibrate loss estimation models based on our loan volumes, and credit and economic conditions in our markets. The models may differ among our loan segments to reflect their different asset types, and includes qualitative factors, which are updated periodically based on the type of loan and other factors.

Capital. Financial institution regulators have established minimum capital ratios for banks and bank holding companies. We manage capital based upon factors that include: (i) the level and quality of capital and our overall financial condition; (ii) the trend and volume of problem assets; (iii) the adequacy of reserves; (iv) the level and quality of earnings; (v) the risk exposures in our balance sheet under various scenarios, including stressed conditions; (vi) the Tier 1 capital ratio, the total capital ratio, the Tier 1 leverage ratio, and the CET1 capital ratio; (vii) the tangible equity ratio,ratio; and (viii) other factors, including market conditions.

•NoninterestTotal expenseassets waswere $299.5$9.8 millionbillion inat 2024,December 31, 2025, down $11.9$124.7 million, or 3.8%,1.3%, fromcompared $311.4to million$9.9 inbillion 2023.at December 31, 2024.

•TheLoan efficiencyto deposit ratio was 89.17%86.01% foras theof full-yearDecember 202431, 2025 compared to 75.21%92.57% foras theof full-yearDecember 2023.31, 2024.

•Return on average assets (“ROA”) was negativepositive 0.16%0.51% forin the full-year 20242025 compared to 0.34%negative for0.16% thein full-year2024. 2023.Core ROA(1) was 0.71% in 2025 compared to 0.51% in 2024.

For detailed information about certain risk factors that could materially affect our business, financial condition or future results see "Risk Factors" in Part I, Item 1A of the 2025 Form 10-K.10-K Set forth below are material changes to our existing risk factors previously disclosed inand the 2025 Form 10-K.10-Q for the quarter ended March 31, 2026. Other than the risk factors set forth below,in Part II, Item 1A of our Form 10-Q for the quarter ended March 31, 2026, there have been no material changes to the risk factors previously disclosed in the 2025 Form 10-K.

The following discussion and analysis is designed to provide a better understanding of various factors related to Amerant Bancorp Inc.’s (the “Company,” “Amerant,” “our” or “we”) results of operations and financial condition and its subsidiaries, including its principal subsidiary, Amerant Bank, N.A. (the “Bank”). Amerant Investments, Inc., a securities broker-dealer (“Amerant Investments”) is an operating subsidiary of the Bank. For an update on the strategic focus of our mortgage business and Amerant Mortgage, LLC, a mortgage lending company domiciled in Florida (“Amerant Mortgage”), see “Amerant Mortgage and Elant Bank & Trust Updates” below.

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 the 2025 Form 10-K, in thisour quarterly report on Form 10-Q,10-Q for the fiscal quarter ended March 31, 2026 filed on May 1, 2026, and in our other reports filed with the Securities and Exchange Commission (the “SEC”).

•The other factors and information included in the 2025 Form 10-K and other filings that we make with the SEC under the Exchange Act and Securities Act. See “Risk Factors” in the 2025 Form 10-K.10-K, and in the Form 10-Q for the quarter ended March 31, 2026.

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 notice, together with those risks and uncertainties described in “Risk Factors” in the 2025 Form 10-K, in thisour quarterly report on Form 10-Q,10-Q for the fiscal quarter ended March 31, 2026 filed on May 1, 2026, and in our other filings with the SEC, which are available at the SEC’s website www.sec.gov. 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, Florida. We provide individuals and businesses with a comprehensive array of deposit, credit, investment, wealth management, retail banking, mortgage services,mortgage, and fiduciary products and 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. 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; and Tampa, Florida where we have a regional headquarters office and currently operate two banking centers.

In Januaryaddition, during the first half of 2026, wethe openedCompany expanded its physical presence with the opening of a new banking center in Bay Harbor Islands, FL.

Amerant Mortgage and Elant Bank & Trust Updates

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 mortgageapproach focused approach,on emphasizingserving the mortgage lendingneeds thatof supports the Company’sits retail and private banking customers. Since April 2025, the Company progressivelyhas reducedsubstantially wound down the mortgage-focusedoperations FTEof countAmerant Mortgage, LLC, a mortgage lending company domiciled in Florida wholly owned by the Bank (“Amerant Mortgage”), including reducing mortgage-related staffing from 77 FTEsfull-time employees to 3 atfull-time theemployees closeas of December 31, 2025. In addition, in January 2026, mortgage loans owned by the Bank and sub-serviced by a third party have been transferred into the Bank’s core platform, and since then remaining vendor contracts arehave expected to bebeen terminated or modified. As a result of these actions, Amerant Mortgage no longer conducts material business operations and has substantially ceased its operating activities. As of June 30, 2026, Amerant Mortgage did not have any employees. The Company continues to complete the remaining legal, regulatory, administrative and corporate actions necessary to dissolve Amerant Mortgage and expects to complete thethat wind-down of Amerant Mortgageprocess during the first half of 2026. The Bank will continue to pursue its in‑footprint, mortgage‑focused strategy through a dedicated mortgage department.

InThe the firstsecond quarter of 2026,2026 thewas characterized by a U.S. economy that continued to expand but at a more moderate pace. Economic growth remained supported by business investment, particularly technology and AI-related infrastructure spending, while consumer activity showed clear signs of deceleration, with growth slowing from late‑2025 levels amid policy uncertainty, persistentas inflation pressures, and globalhigher shocks.interest Realrates weighed on household budgets. Consensus forecasts for 2026 GDP growth wasgenerally weakremained in the 2.0% to modest,2.2% withrange, the Atlanta Federal Reserve’s GDPNow model estimating approximately 1.2% annualized growth by mid‑April, down sharply from earlier expectations above 3%. This followed an already soft 0.5% annualized expansion in Q4 2025, underscoringreflecting a lossresilient ofbut economicdecelerating momentum entering 2026.economy. While overall U.S. growth softened, economic activity in the markets we serve remained relatively stable; Management believes that the slower loan growth in the firstsecond quarter primarily reflects Amerant’s deliberate recalibration of its risk appetite and increased focus on lending to borrowers with stable, well‑ established operating histories, rather than a deterioration in underlying demand.histories.

Noninterest Income. Noninterest income consists of, among other revenue streams: (i) service fees on deposit accounts; (ii) income from brokerage, advisory and fiduciary activities; (iii) benefits from and changes in cash surrender value of bank-owned life insurance, or BOLI, policies; (iv) card and trade finance servicing fees; (v) securities gains or losses; (vi) net gains and losses on early extinguishment of FHLB advances, which we may execute from time to time as part of asset/liability management activities; (vii) income from derivative transactions with customers; (viii) derivative gains or losses; and (ix) other noninterest income which includes mortgage banking revenue andrevenue, gains or losses on the sale of loans originated for investment.investment and other smaller sources of income.

Other noninterest income includes mortgage banking income/loss and losses generated through our mortgage banking operation comprised of Amerant Mortgage through the early part of the fourth quarter of 2025, and later through the Bank, and consists of gain on sale of loans, gain on loans market valuation, foreign currency exchange transactions with customers, valuation income on the investment balances held in the non-qualified deferred compensation plan, other fees and smaller sources of income. In addition, other income includes net gains on sale of loans originated for investment.

Other operating expenses include earnings credits, business development expenses, community engagement, charitable contributions, mortgage loan origination and servicing expenses, postage and courier expenses, debits which mirror the valuation income on the investment balances held in the non-qualified deferred compensation plan in order to adjust the liability to participants of the deferred compensation plan, and other small operational expenses. Earnings credits are provided to certain commercial depositors primarily in the mortgage banking industry to help offset deposit service charges incurred.

The summary results for the three monthsand six month periods ended MarchJune 31,30, 2026 include the following:

•Total assets were $9.9$10.3 billion at MarchJune 31,30, 2026, up $126.5$517.2 million, or 1.3%,5.3%, compared to $9.8 billion at December 31, 2025.

•Total gross loans, which includes all loans held for sale, were $6.8$6.9 billion at MarchJune 31,30, 2026, up $56.5$168.4 million, or 0.8%,2.5%, compared to $6.7 billion at December 31, 2025.

•Total deposits were $7.9$8.4 billion at MarchJune 31,30, 2026, up $152.2$568.4 million, or 2.0%,7.3%, compared to $7.8 billion at December 31, 2025.

•Core deposits were $5.9$6.4 billion, up by $0.1$653.4 billion,million, or 1.7%,11.28%, compared to $5.8 billion at December 31, 2025.

•Total advances from the FHLB were $732.3$702.6 million, updown $20.3$9.4 million, or 2.8%,1.3%, compared to $712.0 million as of December 31, 2025.

•Net Interest Margin (“NIM”) decreased to 3.55%3.52% in the three months ended MarchJune 31,30, 2026 compared to 3.75%3.81% in the three months ended MarchJune 31,30, 2025. NIM was 3.54% in the six months ended June 30, 2026 compared to 3.78% in the six months ended June 30, 2025.

•Average yield on loans decreased to 6.38%6.22% in the three months ended MarchJune 31,30, 2026 from 6.84%6.88% in the three months ended MarchJune 31,30, 2025. Average yield on loans decreased to 6.30% in the six months ended June 30, 2026 compared to 6.86% in the six months ended June 30, 2025.

•Average cost of total deposits decreased to 2.31%2.21% in the three months ended MarchJune 31,30, 2026 compared to 2.60%2.53% in the three months ended MarchJune 31,30, 2025. Average cost of total deposits decreased to 2.26% in the six months ended June 30, 2026 compared to 2.56% in the six months ended June 30, 2025.

•Loan to deposit ratio was 85.07%82.17% at MarchJune 31,30, 2026 compared to 86.01% at December 31, 2025.

◦Total non-performing assets were $191.6$186.6 million at MarchJune 31,30, 2026, updown $4.7$0.3 million, or 2.5%,0.2%, compared to $186.9 million at December 31, 2025. As of MarchJune 31,30, 2026, non-performing assets consist of $176.1$171.1 million in non-performing loans and $15.5 million in other real estate owned.

◦The ACL as of MarchJune 31,30, 2026 was $79.2$85.5 million compared to $79.3 million as of December 31, 2025.

◦Classified loans were $320.3$273.1 million, down by $34.6$81.7 million, or 9.7%,23.0%, compared to $354.8 million,million at December 31, 2025, while non-performing loans were $176.1$171.1 million, updown $4.7$0.3 million, or 2.7%,0.2%, compared to $171.4 million.million at December 31, 2025. Special mention loans were $148.2$109.8 million, updown $11.8$26.7 million, or 8.6%,19.6%, compared to $136.5 million.million at December 31, 2025.

•Assets Under Management and custody (“AUM”) totaled $3.4 billion, as of MarchJune 31,30, 2026, up $167.2$114.4 million, or 5.1%,3.5%, from $3.3 billion as of December 31, 2025.

•ProvisionPre-tax forpre-provision creditnet lossesrevenue (“PPNR”)(1) was $7.8$31.9 million in the three months ended MarchJune 31,30, 2026, downa $10.6decrease of $4.0 million, or 57.7%11.2%, compared to $18.4$35.9 million in the three months ended MarchJune 31,30, 2025. PPNR(1) was $62.6 million, in the six months ended June 30, 2026, a decrease of $7.1 million, or 10.2%, compared to $69.7 million in the six months ended June 30, 2025.

•NoninterestNet incomeInterest Income (“NII”) was $17.4$82.6 million in the three months ended MarchJune 31,30, 2026, down $2.1$7.9 million, or 11.0%,8.7%, from $19.5$90.5 million in the three months ended MarchJune 31,30, 2025. NoninterestNII incomewas $162.9 million in the threesix months ended MarchJune 31,30, 20262026, includesdown $0.5$13.5 million, or 7.7%, compared to $176.4 million in realized gains on the sale of available for sale securities, while noninterest income in the threesix months ended MarchJune 31,30, 2025 included a net gain of $2.8 million primarily from a loan note sale that was previously charged-off.2025.

•Noninterest expenseincome was $66.9$18.2 million in the three months ended MarchJune 31,30, 2026, down $4.6$1.6 million, or 6.5%,8.2%, from $71.6$19.8 million in the three months ended MarchJune 31,30, 2025. NoninterestNon-interest expenseincome was $35.5 million in the threesix months ended MarchJune 31,30, 20262026, includesdown $3.3$3.8 million, or 9.57%, compared to $39.3 million in savings in vendor contract renegotiations, $1.8 million in net losses on loans held for sale and $1.7 million in a write-down of an equity investment carried at cost, while noninterest expense in the threesix months ended MarchJune 31,30, 2025 included $0.5 million of OREO valuation expense.2025.

•Return on average Assets (“ROA”) was 0.73%0.84% in the three months ended MarchJune 31,30, 2026, compared to 0.48%0.90% in the three months ended MarchJune 31,30, 2025. ROA was 0.78% in the six months ended June 30, 2026, compared to 0.69% in the six months ended June 30, 2025.

•Return on average equity (“ROE”) was 7.63%9.23% in the three months ended MarchJune 31,30, 2026 compared to 5.32%10.06% in the three months ended MarchJune 31,30, 2025. ROE was 8.42% in the six months ended June 30, 2026, compared to 7.71% in the six months ended June 30, 2025.

Results of Operations - Comparison of Results of Operations for the Three Monthsand Six Month Periods Ended MarchJune 31,30, 2026 and 2025

The table below sets forth certain results of operations data for the three monthsand six month periods ended MarchJune 31,30, 2026 and 2025:

(1) In the three monthsand six month periods ended MarchJune 31,30, 2026 and 2025, potential dilutive instruments consisted of unvested shares of restricted stock, restricted stock units and performance share units. See Note 13 to our unaudited interim consolidated financial statements in this Form 10-Q for details on the dilutive effects of the issuance of restricted stock, restricted stock units and performance share units on earnings per share.

In the three months ended MarchJune 31,30, 2026, net income attributable to the Company was $17.9$21.0 million, or $0.44$0.53 income per diluted share, compared to net income of $12.0$23.0 million, or $0.28$0.55 income per diluted share, in the same quarter of 2025. The increasedecrease of $5.9$2.0 million, or 49.5%,8.5%, in the three months ended MarchJune 31,30, 2026 was primarily driven by: (i) lower provisionnet forinterest credit losses,income; and (ii) lower noninterest expenseincome, inwhich the three months ended March 31, 2026,were partially offset by: (i) lower netnoninterest interest incomeexpense; and (ii) lower noninterestprovision incomefor incredit the three months ended March 31, 2026.losses.

Net interest income was $80.3$82.6 million in the three months ended MarchJune 31,30, 2026, a decrease of $5.6$7.9 million, or 6.5%,8.7%, from $85.9$90.5 million in the three months ended MarchJune 31,30, 2025. This was primarily driven by a decrease of $15.4 million, or 10.2%, in interest income, partially offset by a decrease of $7.5 million or 12.4% in interest expense. The decrease in interest income was primarily driven by: (i) a total of 5058 basis points decrease in the average yieldrates on all interest-earning assets;assets, (ii) a decrease of a total of 42 basis pointsmainly in the average rates on all interest-bearing liabilities which includes the impactyields of the repricing of both the loan portfolio and our interest-bearing deposits; and (iiiii) decreases of $650.7$443.5 million, or 9.1%,6.2%, and $289.3$190.2 million, or 49.8%,37.0%, in the average balances of loans and deposits with banks, respectively, during the period. TheseThe decreasesdecrease werein interest income was partially offset by: (i)a decrease in interest expense which was primarily driven by a decrease of 41 basis points in the total average rates of interest-bearing liabilities, mainly in the average rates paid on total deposits, as well as a decrease of $154.9 million, or 7.2%, in the average balances of time deposits. In addition, there was an increase of $808.3$575.3 million, or 54.9%,32.5%, in the average balances of debt securities available for sale during the period; and (ii) a decrease of $41.4 million, or 0.6%, in the average balances of total interest-bearing liabilities.period. Net interest margin was 3.55%3.52% in the three months ended MarchJune 31,30, 2026, a decrease of 2029 basis points from 3.75%3.81% in the three months ended MarchJune 31,30, 2025. See discussions further below for more details.

Noninterest income was $17.4$18.2 million in the three months ended MarchJune 31,30, 2026, compared to $19.5$19.8 million in the three months ended MarchJune 31,30, 2025. The decrease was mainly driven by: (i) lower loan-level derivative income; (ii) lower securities gains; (iii) lower other noninterest income; and (iv) lower depositscards and servicetrade financing servicing fees. These decreases were partially offset by: (i) the absence of derivative losses; (ii) higher brokerage, advisory and fiduciary feesincome; (iiiii) higher securitiesdeposits gainsand service fees; and (iiiiv) higher change in cash surrender value of BOLI. See “Noninterest Income” for more details.