DEF 14A of Amerant Bancorp Inc., Apr 21, 2026

DEF 14A of Amerant Bancorp Inc.

Filed Apr 21, 2026 · FY20250001734342-26-000026

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | EXECUTIVE COMPENSATION TABLES | 58 | | PAY VERSUS PERFORMANCE | 70 | | DIRECTOR COMPENSATION | 75 | | EQUITY COMPENSATION PLAN INFORMATION | 79 | | PROPOSAL 2 - SAY-ON-PAY | 80 | | PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 81 | | Questions and Answers about the Proxy Materials and the Annual Meeting | 83 | | ADDITIONAL INFORMATION | 87 | | EXHIBIT A | 88 |

  2. Director nominees

    Director nominees The following table shows information as of the Record Date for each director nominee. Our bylaws require each director nominee to be elected by the majority of the votes cast for the election of directors at a meeting of shareholders. Any nominee who does not receive a majority of votes cast “for” his or her election shall promptly tender his or her resignation. Within 90 days after certification of the shareholder vote, the CGNSC must recommend to the Board whether to accept the resignation, and the Board must decide and publicly disclose its decision.

  3. Director nominees

    | Director Nominee | Principal Occupation | Ind.* | Other U.S. Listed Company Boards | Board Committees | | | | | | | | | AC | CHCC | CGNSC | RC | | Odilon Almeida Age: 64 Director since: 2025 | Managing Principal of AJ Holdings Co | CH | 3 | | | ● | ● | | Carlos Iafigliola Age: 49 Director since: 2025 | Senior Executive Vice-President and Interim Chief Executive Officer of Amerant Bancorp Inc. | NI | 0 | | | | | | Erin D. Knight Age: 49 Director since: 2022 | President of Monument Capital Management | I | 0 | ● | | ● | | | Jack Kopnisky Age: 70 Director since: 2025 | Senior Partner at Patriot Financial Partners | I | 0 | | ● | | ● | | Lisa Lutoff-Perlo Age: 69 Director since: 2025 | Former President & CEO of Celebrity Cruises, Inc. | I | 1 | ● | | (C) | | | Gustavo Marturet M. Age: 61 Director since: 2015 | Owner and CEO of Martuga Corporation | I | 0 | | ● | | ● | | Patricia Morrison Age: 66 Director since: 2025 | Former EVP, Customer Support Services and Chief Information Officer at Cardinal Health | I | 1 | ● | | ● | | | John W. Quill Age: 72 Director since: 2019 | Consultant to the International Monetary Fund (“IMF”) | I | 0 | ● | | | (C) | | Ashaki Rucker Age: 54 Director since: 2023 | Senior Vice President, Human Resources for NBCUniversal Telemundo Enterprises & Latin America | I | 0 | | (C) | | ● | | Oscar Suarez Age: 65 Director since: 2022 | Former Partner, Ernst & Young (EY) | I | 0 | (C) | ● | | | | Millar Wilson Age: 73 Director since: 1987 | Former Chief Executive Officer, Amerant Bancorp | I | 0 | ● | | | ● |

  4. Director nominees

    CH = Chairperson of the Board I = Independent NI = Not Independent (C) = Committee Chair AC = Audit Committee CHCC = Compensation and Human Capital Committee CGNSC = Corporate Governance, Nominating & Sustainability Committee RC = Risk Committee ● = Member * In accordance with the listing standards of the New York Stock Exchange (the “NYSE”) and the applicable rules of the Securities and Exchange (the “SEC”) Commission. Board Diversity*

  5. Director nominees

    | Age | Tenure | | | | | Gender | Ethnicity | | | |

  6. Director nominees

    * Based on non-employee nominee directors Directors and Nominees The Board of Directors currently consists of twelve members, eleven of whom are non-employee directors. Pamella J. Dana, who has been a Director since 2007, will not stand for reelection and as a result Dr. Dana’s term as director of the Company will end immediately before the Annual Meeting. Upon the expiration of Dr. Dana’s term immediately before the Annual Meeting, the size of the Board will be contracted from twelve to eleven members. As of the date of this proxy statement, the Board has determined that eleven directors is an appropriate size for the Board and, accordingly, the Board has nominated, upon the recommendation of the Corporate Governance, Nominating and Sustainability Committee (the “Governance Committee”), the eleven individuals identified below, who are currently directors, to serve as directors and to hold office until the next annual meeting or until their successors shall be duly elected and qualified. The names of, and certain information with respect to, the nominees of the Board for election as directors are set forth below. If, for any reason, any nominee should become unable or unwilling to serve as a director, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the persons named in the proxy card may exercise their discretion to vote your shares for the substitute nominee. The Board has determined that Mmes. Knight, Lutoff-Perlo, Morrison and Rucker and Messrs. Almeida, Kopnisky, Marturet M., Quill, Suarez and Wilson, qualify as independent directors in accordance with the applicable independence requirements of the NYSE. Mr. Kopnisky and Mrs. Morrison were identified as directors by a third-party search firm engaged by the Company, and were appointed to our Board on June 24, 2025. The NYSE independence requirements include a series of objective tests, including that the director is not an employee or former executive of the Company and has not engaged in various types of business dealings with us. In addition, the Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Until the end of 2024, under the applicable NYSE listing standards, Mr. Wilson could not qualify as an independent director as he was employed by the Company until March 19, 2021. Specifically, under the NYSE listing standards a director is not independent if the director has been an employee of the Company within the last three years; or if the director had received during any twelve-month period within the preceding three years more than $120,000 in direct compensation from the Company, excluding director compensation. The three-year period since Mr. Wilson was employed by the Company ended on March 18, 2024, and the twelve-month period within the last three-years since Mr. Wilson received more than $120,000 in direct compensation from the Company (excluding director compensation) ended on December 31, 2024. In January of 2025, the Governance Committee and the Board, after considering relevant facts, made a subjective determination that no relationships exist, which, in the opinion of the Governance Committee and the Board, would interfere with Mr. Wilson’s exercise of independent judgment in carrying out his responsibilities as a director. As disclosed in the Related Party Transactions section of this Proxy Statement, Mr. Marturet’s brother-in-law is a salaried employee of Amerant and his total compensation is in excess of $120,000. However, Mr. Marturet’s brother-in- law is not an executive officer of the Company and, in addition, his compensation was established by us in accordance with our compensation practices, generally, and applicable to employees in similar positions with comparable qualifications, tenure, and responsibilities and without the involvement of Mr. Marturet M., therefore, Mr. Marturet’s independence is not affected by the NYSE Listed Company Manual rules 303A.02(b)(i) and 303A.02(b)(ii). The Board believes that the director nominees as a whole will provide the diversity of background, experience, expertise and skills necessary for a well-functioning Board and that there are sufficient independent directors to staff the independent committees of the Board and provide independent oversight. The Board values highly the ability of individual directors to contribute to a constructive Board environment and the Board believes that the current director nominees, collectively, perform in such a manner. We have a mix of age and shorter tenured and longer tenured directors to help ensure fresh perspectives as well as continuity and experience. Set forth below is a more complete description of each director’s background, professional experience, qualifications, and skills. The chart below provides information regarding our director nominees skills and experience that we consider to be most relevant based on our business, our strategy and risks. Our director nominees have different backgrounds and experiences, and each of them possesses other personal attributes not identified below. Immediately below the chart there is additional information on the reasons we consider such knowledge, skills and experience as relevant. Each director also contributes other important qualifications, expertise, experience, and viewpoints; the fact that a nominee is not designated as having a particular skill or attribute does not mean that the nominee completely lacks experience regarding that skill or attribute or would not be able to make a meaningful contribution to the Board’s decision-making or oversight in that area.

  7. Director nominees

    | | | | | | | | | | | | | | | Skills & Attributes | | | | | | | | | | | | | | Public Company C-Suite Experience | • | • | | • | • | | • | | • | | • | 7/11 | | Finance & Accounting | • | • | • | • | • | • | | • | | • | • | 9/11 | | Risk Management & Oversight | • | • | • | • | | • | • | • | | • | • | 9/11 | | Financial Services & Banking | • | • | • | • | | • | | • | • | | • | 8/11 | | Public Company Governance | • | • | • | • | • | • | • | • | • | • | • | 10/11 | | Human Capital Management/Compensation | • | • | • | • | • | • | • | | • | | • | 9/11 | | Technology & Digital Transformation | • | • | | • | | • | • | | | • | | 6/11 | | Cybersecurity | • | • | | • | | | • | | | | | 4/11 | | Business/Market Knowledge | • | • | • | • | • | • | | | | • | • | 8/11 | | Mergers & Acquisitions | • | • | | • | | • | | | | • | | 5/11 | | Self-identified Background | | | | | | | | | | | | | | Gender | | | | | | | | | | | | | | Male | • | • | | • | | • | | • | | • | • | 64% | | Female | | | • | | • | | • | | • | | | 36% | | Demographic background | | | | | | | | | | | | | | African American or Black | | | | | | | | | • | | | 10% | | Hispanic or Latino | • | • | | | | • | | | | • | | 36% | | White or Caucasian | | | • | • | • | | • | • | | | • | 54% |

  8. Director nominees

    | Public Company C-Suite Experience | Finance & Accounting | | Having directors with experience serving as senior executives running public companies is deemed important as it enhances our Board’s perspectives on the Company’s operations and challenges. | We measure our performance using several financial metrics and are subject to complex financial reporting and accounting requirements. Having relevant experience in finance and accounting helps our directors to more effectively evaluate our performance and oversee our financial reporting. |

  9. Director nominees

    | Risk Management & Oversight | Financial Services & Banking | | Effective risk management is essential in banking and our board plays a critical role in the oversight of risk. We value directors with risk management experience in the banking industry and other businesses generally, who understand the most significant risks we face. | Directors with experience in our industry provide our Board with relevant and valuable insight into the Company’s strategy, challenges and opportunities. | | Public Company Governance | Human Capital Management/Compensation | | We value Directors with relevant experience in public company corporate governance as it enhances the Board’s ability to oversee our operations and management. | Our ability to attract, retain, develop and motivate our team members, including our executive officers, is one of the keys to our success. We value directors with experience in compensation and talent management and development. | | Technology and Digital Transformation | Cybersecurity | | As our strategy calls for leveraging our technology ecosystem to develop digital solutions that deliver a superior experience for our customers, we value directors with experience in technology strategies, and digital innovation and transformation, which helps the Board critically evaluate our technology and digital transformation strategies. | We rely on information technology systems to conduct our business and deliver products and services for our customers. We value directors with experience in mitigating and managing cybersecurity risk as it helps enhance the Board’s oversight of technology and cybersecurity risks. | | Business/Market Knowledge | Mergers & Acquisitions | | The Florida banking markets in which we do business are highly competitive. We value directors that are familiar with the markets we serve and have experience in developing and deploying business strategies and building customer relationships. | Consolidation is common in the financial and banking industry. We may evaluate strategic opportunities in the future and value directors with experience with mergers and acquisitions. |

  10. Director nominees

    Information About Director Nominees The Board has nominated the individuals listed below to be elected directors of the Company at the Annual Meeting. In connection with his or her election to the Company’s Board, these nominees are expected to also be elected to the board of the Company’s wholly-owned bank subsidiary, Amerant Bank, N.A. (the “Bank”). The following sets forth self-reported biographical information the Company has obtained from the director nominees, including each director’s age on the date of this Proxy Statement, employment and business experience, current director positions, the year in which the nominee became a director of the Company, and other information. The following also sets forth the director’s particular qualifications, experience, skills or expertise that, when considered in the aggregate, led the Governance Committee to recommend that person as a nominee to serve as a director of the Company.

  11. Director nominees

    | Odilon Almeida, 64 Chair of the Board Director Since: 2025 AMTB Committees: ■ Member of the Corporate Governance, Nominating and Sustainability Committee ■ Member of the Risk Committee Other U.S.-Listed Company Directorships: ■ Current: NCR Atleos Corporation (NYSE: NATL) MarineMax (NYSE: HZO) Lightspeed (NYSE: LSPD) ■ Former: ACI Worldwide Inc. (NASDAQ: ACIW) Millicom Telecom International (NASDAQ: TIGO) | KEY EXPERIENCE AND QUALIFICATIONS ■ Highly accomplished CEO with global expertise in payment solutions and digital transformation, with a strong track record of value creation in the financial, fintech and technology sectors. He has led global organizations, setting their strategy and delivering growth acceleration via organic expansion and the acquisition and integration of new businesses. CAREER HIGHLIGHTS ■ Managing Principal, AJ Holdings Co. (2023 – Present) ■ Operating Partner, Advent (2023 – Present) ■ Chief Executive Officer, President and Board member, ACI Worldwide, Inc. (2020-2022) ■ President, Western Union Global Money Transfer (2017–2019) ■ President, Americas and Europe, Western Union Company (2014–2017) ■ President, Americas, Western Union Company (2013–2014) OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE ■ Various other senior positions with Western Union (NYSE: WU) from 2002 to 2013 ■ Founder and CEO, ADDventure, Inc. (2001–2002) ■ Chief Marketing Officer and Vice President, Digital Ventures, BankBoston International (1998–2001) ■ Member of the Board of Directors of NCR Atleos Corporation, where he serves on the Audit and Nominating and Governance Committees (2023 - present) ■ Member of the Board of Directors of MarineMax, where he serves on the Audit and Nominating and Corporate Governance Committees (2025 - present) ■ Member of the Board of Directors of Lightspeed, where he serves on the Audit Committee and Chairs the Risk Committee (2025 - present) ■ Member of the Board of Directors of ACI Worldwide. Inc. (NASDAQ: ACIW) (2020–2022) ■ Member of the Board of Directors of Millicom Telecom International (NASDAQ: TIGO) (2015–2023) EDUCATION ■ Masters of Business Administration, Fundacao Getulio Vargas, Sao Paulo – Brazil – 1986 ■ Bachelor’s Degree in Civil Engineering, Universidade de Sao Paulo – Brazil – 1982 ■ Other post-graduate education at the Massachusetts Institute of Technology, Harvard Business School, The Wharton School and the International Institute of Management Mr. Almeida brings extensive experience in executive leadership, operations, strategy, payments, digital transformation, and business integration, as well as significant corporate governance expertise from his professional background and service on both public and private boards. He is widely known, highly regarded, and respected in the Florida market, and he brings substantial CEO and business acumen to our Board. |

  12. Director nominees

    | Carlos Iafigliola, 49 Senior Executive Vice President, Interim Chief Executive Officer Director Since: 2025 AMTB Committees: ■ None Other U.S.-Listed Company Directorships: ■ Current: None ■ Former: None | KEY EXPERIENCE AND QUALIFICATIONS ■ Successful executive currently serving as the Company's Interim CEO, brings a comprehensive understanding of the Company’s strategy, operations, challenges and opportunities, as well as substantial insight into regional banking and the Florida market, derived from his long tenure and service in multiple roles with the Company. CAREER HIGHLIGHTS ■ Serves as the Senior Executive Vice President, Interim CEO of the Company and the Bank since November 5, 2025 ■ Served as Senior Executive Vice President and Chief Operating Officer of the Company and the Bank from June 1, 2023 until November 5, 2025 ■ Served as Executive Vice President, Chief Financial Officer of the Company and the Bank from May 14, 2020 until June 1, 2023 OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ■ SVP, Treasury Manager of the Company and the Bank (2015-May 2020), previously serving in various management positions in the Treasury from 2004 until 2015 ■ Served in senior roles in the Market Risk area at Mercantil Servicios Financieros (2000-2004) ■ Member of the Board of Directors of Habitat for Humanity - Broward; is a member of the Orange Bowl Committee, serves on the Investment Committee of United Way Miami; is a council member of the Greater Fort Lauderdale Alliance and the Florida Council of 100; and also serves on the FIFA World Cup 2026 Miami Host Committee EDUCATION AND OTHER CERTIFICATIONS ■ CEO Program, Executive Education Program, Columbia University (2024) ■ Master’s in Finance, Instituto de Estudios Superiores de Administracion (IESA) (2003) ■ Bachelor’s degree in Economics, Universidad Catolica Andres Bello, Caracas, Venezuela (1998) Mr. Iafigliola brings more than 20 years of senior leadership experience with the Company and its predecessor organization, along with deep familiarity with the regional banking sector and the Florida market, providing the Board with valuable perspectives as it continues to execute and refine the Company’s strategy. |

  13. Director nominees

    | Erin D. Knight, 49 Director Since: 2022 AMTB Committees: ■ Member of the Corporate Governance, Nominating and Sustainability Committee ■ Member of the Audit Committee Other U.S.-Listed Company Directorships: ■ Current: None ■ Former: None | KEY EXPERIENCE AND QUALIFICATIONS ■ Successful executive with extensive experience serving in leadership roles at regional retail and commercial banks, and a real estate private equity firm, having acquired significant expertise in corporate governance, BSA compliance, portfolio management, and loan and investment evaluation. CAREER HIGHLIGHTS ■ Serves as President of Monument Capital Management, a real estate management and private equity firm with over $1 billion in assets across 16 states (2019-present) ■ Chief Operating Officer for Alexis, a women’s clothing designer, manufacturer, and distributor (2018) ■ Executive Vice President, Market President Miami-Dade at Stonegate Bank, now Centennial Bank (2010-2017) ■ Senior Vice President, Private Banking Miami, Regions Bank, running the division from 2006 until 2010 (2003-2010) ■ Vice President, Private Banking, SouthTrust Bank, now Wells Fargo (2001-2003) OTHER BOARD SERVICE AND COMMUNITY INVOLVEMENT ■ Member of the Board of Governors of Citizen Property Insurance Corporation of Florida (since 2021) where she chairs the Investment Committee (since 2022) and the Consumer Services Committee (since 2023) and previously chaired the Audit Committee (2021-2022) ■ Member of the Board and the Executive Committee of the Baptist Health South Florida Foundation (since 2017) ■ Member of the Board of Directors of the Miami Foundation for a Greater Miami (since 2020), having served as its Chair in 2025 and and as chair of the Investment Committee (2022-2024) EDUCATION AND OTHER CERTIFICATIONS ■ Bachelor’s degree in political science and business from Florida State University ■ Holds a National Association of Securities Dealers (NASD) Series 7 license and is a CERTIFIED FINANCIAL PLANNER™ professional ■ Holds a Directorship Certification (NACD.DC®) by the NACD Ms. Knight's experience in banking, real estate management, business operations and portfolio management as well as her knowledge of the communities we serve in Florida bring valuable insights to our Company and Board. |

  14. Director nominees

    | Jack Kopnisky, 70 Director Since: 2025 AMTB Committees: ■ Member of the Compensation and Human Capital Committee ■ Member of the Risk Committee Other U.S.-Listed Company Directorships: ■ Current: none ■ Former: Webster Financial Corporation (NYSE: WBS) Sterling Bancorp (NYSE: STL) | KEY EXPERIENCE AND QUALIFICATIONS ■ Highly successful executive with over 43 years of experience in the banking and financial services industry, including serving in senior leadership positions as Executive Chairman, CEO, and President and other prominent roles in other financial institutions. CAREER HIGHLIGHTS ■ Senior Partner, Patriot Financial Partners (2024 – Present) ■ Executive Chairman and Board member, Webster Financial Corporation and Webster Bank (2022-2024) ■ President and CEO, and Board member, Sterling Bancorp (2011–2022) and CEO and Board member, Sterling National Bank (2020 - 2022) ■ CEO and Board member, SJB Escrow Corporation (2009–2011) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ■ President and CEO and Board member, First Marblehead Corporation, a provider of outsourcing services for private education lending (2005-2008) and board member ■ Held several top executive positions at KeyCorp as President of the Consumer Banking Group and Chief Executive Officer and President of KeyBank USA, President of Retail Banking and President and Chief Executive Officer of Key Investment ■ Served on the Grove City College Trustee and chair of its Development Committee. ■ Served as member of the Board of Directors of Summer Search - New York, the Westchester County Association and the Children's Museum of Manhattan. EDUCATION ■ Bachelor's Degree in Economics and Business Administration, Grove City College – 1978 ■ Banking degree, University of Delaware – 1990 ■ Executive Business Program, Weatherhead School of Management, Case Western Reserve University, 2000 Mr. Kopnisky brings significant CEO and leadership experience to our Board having successfully led community and mid-size banks and financial institutions, including insightful and relevant information related to leadership, capital allocation, operations, strategy and M&A. |

  15. Director nominees

    | Lisa Lutoff-Perlo, 69 Director Since: 2025 AMTB Committees: ■ Chair of the Corporate Governance, Nominating, and Sustainability Committee ■ Member of the Audit Committee Other U.S.-Listed Company Directorships: ■ Current: AutoNation, Inc. (NYSE: AN) ■ Former: None | KEY EXPERIENCE AND QUALIFICATIONS ■ Highly accomplished former C-suite executive with significant business operations and senior executive management experience coupled with relevant corporate governance and financial reporting oversight experience from her service as director of publicly traded and privately held companies. CAREER HIGHLIGHTS ■ Vice Chair, External Affairs, Royal Caribbean Group (2023-2024) ■ President and Chief Executive Officer, Celebrity Cruises Inc. (2014–2023) ■ Executive Vice President, Operations, Royal Caribbean International (2012–2014) ■ Senior Vice President, Hotel Operations, Celebrity Cruises Inc. (2007–2012) ■ Vice President, Onboard Revenue, Celebrity Cruises Inc. (2005–2007) OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE ■ Various senior positions with Royal Caribbean International from 1985 to 2005 ■ Former President and Chief Executive Officer, FIFA World Cup 2026 Miami Host Committee (2024-2025) ■ Member of the Board of Directors of AutoNation, Inc., where she serves on the Audit and Compensation Committees (2020-present) ■ Former Chair of the Board of Directors of Hornblower Group, where she also served on the Compensation and Audit Committees (2024-2025) ■ Former Chair of the Board and Board member for the United Way of Broward County (2010-2024) ■ Former member of the Board of Directors St. Mary’s Medical Center (West Palm Beach, FL) (Private) (2016–2018) ■ Former member of the Broward Workshop (2018–2023) ■ Former member of the International Board of Best Buddies (2016–2019) EDUCATION, HONORARY DEGREE AND OTHER CERTIFICATIONS ■ Accounting, Bentley College, Waltham, MA ■ Executive Leadership Program Certificate, Wharton School of Business, University of Pennsylvania ■ 2019 Honorary Doctorate of Humane Letters Degree, Nova Southeastern University Ms. Lutoff-Perlo brings extensive operations, senior executive management and corporate governance experience from her professional, public and private board service. She is well known, highly regarded and respected in the markets we serve in the Florida market and brings extensive C-Suite and operations experience to our Board. |

  16. Director nominees

    | Gustavo Marturet M., 61 Director Since: 2015 AMTB Committees: ■ Member of the Compensation and Human Capital Committee ■ Member of the Risk Committee Other U.S.-Listed Company Directorships: ■ Current: None ■ Former: None | KEY EXPERIENCE AND QUALIFICATIONS ■ Successful banking and wealth management executive with significant experience in wealth management, portfolio management, banking and capital and securities markets. CAREER HIGHLIGHTS ■ Business and Investor Relations Consultant, Concise Capital Management, LLC (2025-present) ■ CEO of Martuga Corporation, a general consulting services company (2021-2025) ■ CEO and Co-Portfolio Manager of Unison Asset Management, LLC (a subsidiary of Canepa), an SEC registered equity fund manager which he co-founded (2016-2021) ■ Portfolio Manager of the Canepa Equity Select Fund, an investment fund (2012-2017) ■ Head of Private Banking and Asset Management, Amerant Bank, N.A. (2008–2012) ■ President and CEO of Amerant Investments, Inc. (2002–2010) OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE ■ Director of Canepa Funds ICAV in Dublin, Ireland (2012–2017) ■ Member of the Board of Directors of Mercantil Servicios Financieros Internacional (since 2025) ■ Member of the Board of Directors of Mercantil Servicios Financieros (1997-2018) EDUCATION AND OTHER CERTIFICATIONS ■ Master’s degree in international economics from Yale University ■ Master’s degree in management from Hult University ■ Bachelor’s degree in economics from Universidad Catolica Andres Bello, Caracas Venezuela ■ Obtained Series 7, Series 66 and Series 24 NASD licenses (inactive) Mr. Marturet has significant experience in wealth management, banking, and U.S. capital markets, including extensive knowledge in providing wealth management and banking services to international customers, which are very valuable to our Board. |

  17. Director nominees

    | Patricia ("Patty") Morrison, 66 Director Since: 2025 AMTB Committees: ■ Member of the Corporate Governance, Nominating, and Sustainability Committee ■ Member of the Audit Committee Other U.S.-Listed Company Directorships: ■ Current: Baxter International Inc. (NYSE: BAX) ■ Former: Aramark (NYSE: ARMK) Splunk Inc. (NASDAQ: SPLK) | KEY EXPERIENCE AND QUALIFICATIONS ■ Successful former C-suite level executive with broad information technology and business experience across several industries, including significant expertise in large-scale IT execution, cybersecurity, and digital transformation. CAREER HIGHLIGHTS ■ EVP, Customer Care Shared Services and Chief Information Officer, Cardinal Health Inc (2011–2018) ■ EVP, Chief Information Officer , Cardinal Health Inc. (2009–2011) ■ Chief Executive Officer, Mainstay Partners, LLC (2008–2009) ■ Chief Information Officer, Motorola, Inc. (2005-2008) ■ SVP and Chief Information Officer, Office Depot, Inc. (2002-2005) OTHER BOARD SERVICE ■ Member of the Board of Directors of Baxter International, Inc (2019-present) ■ Member of the Board of Directors of Trinity Life Sciences (2022-present) ■ Member of the Board of Directors of Splunk (2013–2024) ■ Member of the Board of Directors of Aramark (2017–2019) EDUCATION AND OTHER CERTIFICATIONS ■ Bachelor’s degree in Mathematics and Statistics, Miami University Mrs. Morrison has significant technology leadership and board expertise and brings to the Board substantial knowledge and experience in technology and governance, which is very valuable to the Board as the Company continues implementing its innovation and digital transformation strategy. |

  18. Director nominees

    | John W. Quill, 72 Director Since: 2019 AMTB Committees: ■ Chair of the Risk Committee ■ Member of the Audit Committee Other U.S.-Listed Company Directorships: ■ Current: None ■ Former: None | KEY EXPERIENCE AND QUALIFICATIONS ■ Former national bank examiner with over 40 years of experience brings valuable regulatory, bank supervision and policy perspective. CAREER HIGHLIGHTS ■ Consultant to the International Monetary Fund (since 2015) ■ Senior Financial Sector Expert at the International Monetary Fund (2013-2015) ■ Deputy Comptroller Office at the Comptroller of the Currency (OCC) (2004-2011) ■ National Bank Examiner at the OCC (1980-2004) OTHER PROFESSIONAL EXPERIENCE AND BOARD SERVICE ■ Chair of the Interagency Council of the United States Treasury’s Troubled Asset Relief Program (2008–2011) ■ Member of the Board of Directors of Gibraltar Private Bank & Trust (2015-2018) EDUCATION ■ Bachelor’s degree in finance from the University of South Florida - 1975 Mr. Quill brings nearly 40 years of experience in financial services, public and private, to the Board and, in particular, his 31 years of experience working with the OCC, the Bank’s primary regulator, allows him to provide the Company with a valuable regulatory and bank supervision perspective. |

  19. Director nominees

    | Ashaki Rucker, 54 Director Since: 2023 AMTB Committees: ■ Chair of the Compensation and Human Capital Committee ■ Member of the Risk Committee Other U.S.-Listed Company Directorships: ■ Current: None ■ Former: None | KEY EXPERIENCE AND QUALIFICATIONS ■ Accomplished senior level executive bringing three decades of expertise in human capital strategy, talent management, executive compensation, organizational development, and change management. CAREER HIGHLIGHTS ■ Senior Vice-President, Human Resources at NBCUniversal Telemundo Enterprises (since 2019) ■ Vice-President, Human Resources for NBCUniversal Global Distribution and International (2017-2019) ■ Vice-President, Human Resources Supply Chain Management and HR Shared Services at Arvato Bertelsmann, North America (2015-2017) ■ Director, Human Resources Supply Chain Management at Arvato Bertelsmann, North America (2014-2015) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ■ Held various senior Human Resources leadership positions at UBS, Deutsche Bank, PricewaterhouseCoopers, Warner Media and The Walt Disney Company (1999–2013) ■ Member of the Board of Directors of Rebuilding Together Miami ■ Member of the Advisory Board of the University of Miami Herbert Business School Executive Education Program EDUCATION ■ Master of Arts in organizational psychology from Columbia University’s Teacher’s College ■ Bachelor of Arts degree from the University of Albany ■ Holds a Directorship Certification (NACD.DC®) by the NACD Ms. Rucker has significant human capital management across the financial services, media and entertainment and supply chain industries within Fortune 500 organizations. She brings significant expertise in human capital strategy, executive compensation, talent management, leadership development and change management at the C-suite executive level to the Company and the Board. |

  20. Director nominees

    | Oscar Suarez, 65 Director Since: 2022 AMTB Committees: ■ Chair of the Audit Committee ■ Member the Compensation and Human Capital Committee Other U.S.-Listed Company Directorships: ■ Current: None ■ Former: None | KEY EXPERIENCE AND QUALIFICATIONS ■ Highly qualified financial expert who brings extensive expertise on public accounting spanning a wide array of industries and sectors. CAREER HIGHLIGHTS ■ Former Partner at Ernst & Young (2004-2021) - Cruise and Theme Park Sub-Sector Leader (2019-2021) - US Central Region Leadership Team (2018-2020) - Florida and Puerto Rico Market Leader (2008-2018) - Miami Office Managing Partner (2006-2011) ■ Former Partner at KPMG (1989-2004) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ■ Held various positions at Arthur Andersen, including International Tax Manager (1981-1988) ■ Member of the Board of Directors of Industrial Rail Services (2021-2025) ■ Member of the Board of Directors of Xtec Inc. (since 2023) ■ Executive Member of the Latino Corporate Directors Association (since 2020) ■ Member of Ernst and Young’s Americas and Global Governance Council (2015-2019) ■ Member of the Florida International University Foundation (2013-2020) ■ Member of the Board of Directors of United Way Miami (2013-2015) EDUCATION AND OTHER CERTIFICATIONS ■ Bachelor of Science degree in accounting from St. Thomas University ■ Certified Public Accountant (active) ■ Holds a Directorship Certification (NACD.DC®) by the NACD Mr. Suarez is a highly qualified financial expert given his considerable experience in public accounting. He is well known and respected in our South Florida market and brings extensive public accounting experience spanning a wide array of industries and sectors to our Board. |

  21. Director nominees

    | Millar Wilson, 73 Director Since: 1987 AMTB Committees: ■ Member of the Risk Committee ■ Member of the Audit Committee Other U.S.-Listed Company Directorships: ■ Current: None ■ Former: None | KEY EXPERIENCE AND QUALIFICATIONS ■ Former C-suite level banking executive with significant experience in finance and accounting, leadership, corporate governance, regulatory, talent management, and risk management CAREER HIGHLIGHTS ■ Vice-Chairman and CEO of Amerant Bancorp Inc. and Amerant Bank, N.A. (2013-2021) ■ President and CEO of Amerant Bank, N.A. (2009-2013) ■ Global Chief Risk Officer of Mercantil Servicios Financieros (2005-2009) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ■ Held various positions at Mercantil Servicios Financieros and Banco Mercantil, including as Executive Director of International Business (1977–2005) ■ Member of the Board of Directors of the Miami Branch of the Federal Reserve Bank of Atlanta (2013-2019) ■ Member of the Board of Directors of Enterprise Florida, Inc (2009-2013) ■ Director and Treasurer of the Miami Dade College Foundation (1999-2004) ■ Chairman of the Board of Directors of the American Red Cross of Greater Miami and the Keys (2001-2002) EDUCATION AND OTHER CERTIFICATIONS ■ Graduate of the Program for Management Development from Harvard Business School ■ Bachelor of Science degree in business and administrative studies from Bradford University, England As our former Chief Executive Officer, Mr. Wilson has a breadth of knowledge concerning issues affecting us and the banking industry. His prior executive experience and current director experience will continue to assist the Board as we expand our business and build upon our strategy. |

  22. Director nominees

    | THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE ELECTION OF THE NOMINEES NAMED HEREIN AS DIRECTORS. |

  23. Director nominees

    For uncontested director elections, our bylaws require each director nominee to be elected by the majority of the votes cast for the election of directors at a meeting of shareholders. Under our Director Resignation Policy, as described in our Corporate Governance Guidelines, any nominee who does not receive a majority of votes cast “for” his or her election shall promptly tender his or her resignation following the failure to receive the required vote. Within 90 days of the certification of the shareholder vote, the Governance Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and publicly disclose its decision. In a contested director election, the required vote would be a plurality of votes cast. Full details of this policy are set forth in the Corporate Governance Guidelines available on our website at https://investor.amerantbank.com/corporate-governance/governance-documents-charters.

  24. Components of Pay

    | Element | Performance Period | Objective | Performance Measured / Rewarded for 2025 | | Base Salary | Annual | Recognizes an individual’s role and responsibilities and provides a stable level of fixed compensation | Reviewed annually and set based on market competitiveness, individual and Company performance, and internal equity considerations | | Annual Cash Incentive | Annual | Rewards achievement of annual financial objectives using formulaic pre-set goals and individual achievements | • PPNR • Growth in average total core deposits • Return on Average Assets (“ROAA”) • Efficiency Ratio • Non-performing assets/total assets • Key initiatives for each NEO (reduced weighting to 20% for 2025, as discussed below) | | Restricted Stock Units (“RSUs”) | Long-Term | Aligns the interests of executives and shareholders and serves as an important retention vehicle | Annual grants generally vest in equal annual installments over three years beginning on the first anniversary of the grant date | | Performance-Based Restricted Stock Units (“PSUs”) | Long-Term | Aligns the interests of executives and shareholders, serves as an important retention vehicle and drives significant Company performance | 2025 PSU grants may vest only upon the achievement of adjusted return on average tangible common equity ("ROATCE") relative to the KBW Regional Banking Index as the performance metric, with a total shareholder return ("TSR") modifier, in both cases over a three-year measurement period subject |

  25. Governance of Our Pay Program

    | What We Don’t Do | | | | X No hedging or pledging of our stock | | | X No excise tax gross-ups upon change in control in employment or change in control agreements | | | X No multi-year guaranteed payments | | | X No dividends or dividend equivalents paid on shares or units that a participant has not yet earned or that have not vested | | | X No excessive perquisites |

  26. 2025 Say-on-Pay Vote and Shareholder Engagement

    | Shareholder and Investor Feedback on Executive Compensation | | | What we heard | Actions taken | | Annual Cash Incentive The preference of investors is to see a lower weight for the key initiatives’ metric (subjective component) of our Annual Cash Incentive. | The Compensation Committee had already taken action to address this matter by decreasing the percentage for the Key Initiatives metric to 30% in 2024 (from 40% in 2023). With the focus on execution of the strategy and no longer on completing transformation, this percentage further decreased to 20% in 2025. | | Long-Term Incentive Program (LTIP) Investors prefer to see more than one performance metric utilized for PSU awards as opposed to just TSR | For 2025, the PSU awards under the LTIP, will use ROATCE relative to the KBW Regional Banking Index as the performance metric, with a TSR modifier. |

  27. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has directly engaged Aon's Human Capital Solutions, a division of Aon plc ("Aon") as its independent compensation consultant. Aon reports to, and receives its direction from, the Compensation Committee, and a representative of Aon regularly attends Compensation Committee meetings as its independent advisor. Aon helped facilitate the executive officer compensation process, including the creation of a compensation peer group for comparing our NEOs’ compensation to the market and provides advice and information on other executive compensation matters. In reviewing Aon’s performance and considering its continued engagement, the Compensation Committee evaluated Aon’s independence and any conflicts of interest in accordance with the applicable SEC rules and the NYSE listing requirements. The Compensation Committee requested and received a report from Aon addressing the independence of Aon and its senior advisors. The Compensation Committee considered Aon’s provision of other services to the Company, the fees paid by the Company to Aon as a percentage of Aon’s total revenue, Aon’s policies and procedures to prevent conflicts of interest, and the confirmation by Aon that it and its representatives have no business or personal relationship with any member of the Compensation Committee, do not own any stock of the Company, and have no business or personal relationship with any executive officer of the Company. The Compensation Committee concluded that Aon is independent of the Compensation Committee and of Company management and has no conflicts of interest in its performance of services to the Compensation Committee.

  28. Peer Group

    Peer Group The Compensation Committee believes that obtaining relevant market and benchmark data is very important to making determinations about executive officer compensation. Such information provides a reference point for making decisions. The Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources, when making decisions about the structure and component mix of our executive compensation program. The Compensation Committee also considers the practices of our competitors and the broader industry for recruiting and retaining talent. The Compensation Committee, with the assistance of its independent consultant, developed a peer group in 2024 for use in establishing 2025 compensation. Given the Company's strategy and three-year plan, including the projections to surpass and sustain a level of assets above the $10 billion threshold, the asset range criterion for the selection of the peer group was adjusted slightly from $5.25 billion to $7.5 billion in the lower range and from $20 billion to $25 billion in the upper range. The peer group for use in establishing 2025 compensation was defined using the following criteria: • Publicly traded bank holding companies with total assets of $7.5 billion to $25 billion. • Not located in Alaska, California, Hawaii, Oregon, and Washington. • Consumer loans comprising less than 30% of the total loan portfolio. • Located within a Top 100 Metropolitan Statistical Area. • Individual consideration given for business model compatibility. The 2025 compensation peer group consisted of the following companies:

  29. Peer Group

    | Atlantic Union Bankshares Corporation | BancFirst Corporation | | Brookline Bancorp, Inc. | Byline Bancorp, Inc. | | ConnectOne Bancorp, Inc. | CrossFirst Bankshares, Inc. | | Dime Community Bancshares, Inc. | Enterprise Financial Services Corporation | | First Financial Bancorp | Flushing Financial Corporation | | FB Financial Corporation | National Bank Holdings Corporation | | Provident Financial Holdings, Inc. | Sandy Spring Bancorp Inc. |

  30. Peer Group

    | Seacoast Banking Corporation of Florida | ServisFirst Bancshares Inc. | | Stellar Bancorp | Stock Yards Bancorp, Inc. | | TowneBank | Trustmark Corporation | | Univest Financial Corporation | Veritex Holdings, Inc. |

  31. Peer Group

    The 2025 compensation peer group is slightly different from the 2024 compensation peer group. Peapack-Gladstone Financial and Northfield Bancorp were removed from the 2025 compensation peer group due to their asset size being below the proposed range and Independent Bank Group was removed because of its acquisition by SouthState Corporation. ServisFirst Bancshares, BancFirst Corporation, and FB Financial Corporation were added based on a balanced assessment of the selection criteria, as well as the impact to the overall group median asset size and positioning of Amerant within the group.

  32. Base Salaries

    (1) The salaries reflected in the table above for Mr. Iafigliola are the ones for his service as the Company's Senior Executive Vice President and Chief Operating Officer, a position he served from June 1, 2023 until November 5, 2025, when he was appointed Interim CEO. In connection with Mr. Iafigliola’s appointment as Interim CEO, on November 10, 2025, the Compensation Committee approved that, effective November 5, 2025, Mr. Iafigliola will receive an annualized base salary of $850,000 for the duration of his service in this role. 2025 Annual Cash Incentive Our NEOs are eligible to earn annual cash incentive awards based on the level of achievement of performance goals for each applicable performance cycle. In addition to meeting the performance goals for the plan, NEOs must also be employed and in good standing at the time of payment to receive an incentive payout under the plan. Our annual cash incentive is a short-term, non-equity incentive plan that is intended to motivate and reward the NEOs’ performance and contributions to our success and focus each NEO’s attention on specific goals. The plan provides an annual cash incentive based on the achievement of Company performance metrics and the execution of key initiatives defined for each NEO. Under the annual cash incentive, the amount of each named executive officer’s potential bonus payout that can be earned at threshold, target and maximum levels is determined as a percentage of the NEO’s base salary, but those levels can be adjusted in the judgment of the Compensation Committee. Target Opportunities The 2025 target annual cash incentive opportunities for our NEOs, expressed as a percentage of their base salary and as a dollar amount, are detailed in the following table. In consultation with Aon and based on market data and their individual performance, the Compensation Committee determined that the target opportunities for all NEOs would remain unchanged for 2025.

  33. Base Salaries

    * In 2025, Mr. Iafigliola served as Senior Executive Vice President and Chief Operating Officer from January 1, 2025 until November 5, 2025, when he was appointed Interim CEO. During his service as Chief Operating Officer, his base salary was $550,000 and his annual target cash incentive opportunity was 60% of base salary. In connection with his appointment as Interim CEO, the Compensation Committee approved, on November 10, 2025, an increase in Mr. Iafigliola’s annualized base salary to $850,000, effective November 5, 2025, for the duration of his service in that role. The Compensation Committee further approved that Mr. Iafigliola would be eligible for an annual cash bonus for fiscal year 2025, comprised of (i) a target incentive opportunity equal to 60% of his prior base salary for the portion of fiscal year 2025 prior to his appointment as Interim CEO, and (ii) a target incentive opportunity equal to 90% of base salary for the period of his service as Interim Chief Executive Officer, prorated based on time in that role. The target incentive opportunity in the table above reflects the combined target opportunity for Mr. Iafigliola’s service as Chief Operating Officer and Interim CEO during fiscal year 2025. ** In accordance with Company policy, that requires employees to be employed at the time of payment to receive an incentive payout under the plan, Messrs. Plush, Esterripa, and Levine did not receive a 2025 annual incentive payout because their separations from the Company occurred on dates that were prior to the date of the annual incentive payout for all employees. Company Performance Metrics As soon as possible at the beginning of each fiscal year, the Compensation Committee sets the Company performance metrics that will be used to determine the bonus payment to be awarded to each NEO. Beginning in 2024, as the Company transitioned from a period of transformation to a greater focus on execution of its strategy, and in response to investor preferences for reduced emphasis on subjective measures, the Compensation Committee increased the weighting of the Company performance metrics in the annual cash incentive program. Specifically, the portion of each NEO’s target annual incentive opportunity tied to the Company performance metrics was increased from 60% to 70% in 2024, and further increased from 70% to 80% in 2025. For 2025, the Compensation Committee decided to use the same performance metrics used in 2024 and establish goals and measure the performance of PPNR, Return on Average Assets ("ROAA") and Efficiency Ratio on non-core basis (in 2024, performance for these metrics was measured on a core basis since several non-routine items were anticipated to occur in 2024 in connection with the sale of the Houston operations and other matters). The Company's 2025 performance metrics were the following: • PPNR, to maintain the focus on the importance of profitable growth, at a weight of 25% unchanged from 2024. • Growth in Average Total Core Deposits, to keep the focus on the importance of organic funding and quality of deposits, at a weight of 12.5%, increased from 10% in 2024. • ROAA, a key profitability measure, at a weight of 10% unchanged from 2024. • Efficiency Ratio, aimed at achieving operational efficiency and profitability, at a weight of 12.5%, increased from 10% in 2024. • Non-performing assets over total assets, to maintain focus on credit quality improvement, at a weight of 15%, increased from 10% in 2024. The Compensation Committee also established a threshold, target, and maximum performance level for each performance metric. If performance falls below the threshold level for any performance metric, no payment is earned; however, payment is earned for the other performance metrics that are achieved at least equal to the threshold level. Maximum represents the maximum level of performance at which a payment is earned on each performance metric. If the performance achieved for any Company performance metric is above the maximum level, no additional incentive above the maximum incentive for such performance metric is earned. Actual performance between threshold, target and maximum performance levels is interpolated to determine the amount of payment based on relative achievement of the performance metrics. The threshold, target and maximum performance levels for each selected Company performance metric (80% of total) and the actual result for each Company performance metric in 2025, which led to an overall payout on the Company metrics at 11.5% of target, were as follows:

  34. Base Salaries

    | Company Performance Metrics | Weight | Threshold (50%) | Target (100%) | Maximum (150%) | 2025 Achievement | 2025 Performance Level | | PPNR (millions) (1) | 25% | $138.0 | $162.4 | $186.8 | $133.7 | Below Threshold | | Growth in Avg. Total Core Deposits | 12.5% | 9.08% | 10.68% | 12.28% | 7.9% | Below Threshold | | ROAA | 15% | 0.80% | 0.94% | 1.08% | 0.71% | Below Threshold | | Efficiency Ratio | 12.5% | 73.53% | 63.94% | 54.35% | 69.0% | Above Threshold | | Non-Performing Assets / Total Assets | 15% | 0.72% | 0.58% | 0.43% | 1.91% | Below Threshold |

  35. Base Salaries

    (1) PPNR is a non-GAAP measure. For additional details and a reconciliation of PPNR to GAAP financial measures, please see “Exhibit A—Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures” of this Proxy Statement. Performance on Key Individual Initiatives The Compensation Committee also considers the individual evaluations performed for each NEO in relation to the execution of pre-identified strategic objectives and key initiatives, which for the 2025 awards was lowered to 20% of the annual cash incentive target opportunity. NEOs are eligible to receive anywhere between 0% - 150% of target for this portion of the award. For the performance of key individual initiatives, the Compensation Committee determined that Mr. Iafigliola earned at 135.5%; Ms. Calderón at 125%; Mrs. Sanchez at 100%; and each of Mr. Capriles and Mr. Smith at 50% of their individual targets based on their accomplishments tied to our strategic initiatives described below. • Mr. Iafigliola (135.5%): In 2025, Mr. Iafigliola led and oversaw significant operational, technology, and business transformation initiatives across the organization, including completion of major payments and deposit infrastructure upgrades, enhancements of digital lending, CRM, and treasury management platforms, and remediation of key audit and credit review processes. He successfully managed a broad portfolio of critical enterprise projects, strengthened fraud prevention and risk management practices, and supported strategic expansions through new branch development and facilities enhancements. Mr. Iafigliola also played a central role in talent acquisition and organizational development. In November 2025, he assumed the role of Interim Chief Executive Officer and promptly implemented targeted actions to reduce problem loans, lowered operating expenses through the termination and renegotiation of key contracts, and initiated strategic evaluations aimed at enhancing long‑term credit quality, cost efficiency, and organizational effectiveness. • Ms. Calderón (125%): In 2025, Ms. Calderón played a key role in strengthening cross‑functional coordination across finance, supporting investor engagement efforts, and contributing to actions related to the exit of problem loans, contract terminations, and other balance sheet and capital optimization initiatives. She led enhancements to the governance of the strategic planning process, reporting, and KPI tracking, and worked with other members of senior management to update and simplify the strategic plan. Ms. Calderón also drove meaningful progress across treasury, financial planning and analysis, accounting, and financial reporting functions, including improvements to expense management, profitability reporting, and balance sheet optimization. Additionally, she supported the CEO transition process, and assisted the Interim CEO in identifying and implementing initiatives to improve cost efficiency. • Mr. Capriles (50%): In 2025, Mr. Capriles continued leading the implementation of enhancements to the Company’s enterprise risk, credit, and compliance frameworks, including the approval of a multi‑year Enterprise Risk Management plan, development of a comprehensive risk appetite framework. Mr. Capriles also oversaw key organizational transitions across credit risk, compliance, and appraisal functions, advanced BSA/AML and consumer compliance initiatives, and executed critical operational risk, and cyber resilience initiatives. • Mrs. Sanchez (100%): In 2025, Mrs. Sanchez led significant enterprise‑wide initiatives to strengthen talent development, succession planning, and organizational effectiveness, including the expansion of career development programs and professional education initiatives. She oversaw the implementation of enhanced benefits and engagement programs, and launched key resource groups to support workforce development. Mrs. Sanchez also led the integration and restructuring of core corporate functions, including Human Resources, Marketing, Communications, Community Relations, and Legal, driving greater efficiency, governance, and risk oversight. In addition, she played a central role in managing executive transitions, and leading internal communication efforts to ensure organizational stability and employee engagement. • Mr. Smith (50%): In 2025, Mr. Smith led strong performance and strategic repositioning across the Consumer and Private Banking businesses, driving meaningful deposit growth, lending expansion, and new business generation. In addition, he led the restructuring of Business Banking as a standalone unit to support targeted growth and refocused lending toward secured and SBA products. Payout Determination The Compensation Committee verifies achievement relative to the target for the Company performance metrics and the individual performance metrics to determine the respective performance levels. The Compensation Committee then adds the amounts for the two portions together to determine the total 2025 annual cash incentive plan payout for each NEO. The total payout under our annual cash incentive plan for each NEO for 2025 is reflected in the table below.

  36. Base Salaries

    | NEOs | Target Annual Incentive | Company Metrics: 80% of Target(*) | Company Metrics: Actual Performance %(*) | Company Metrics: Payout Amount(*) | Individual Metrics: 20% of Target(*) | Individual Metrics: Actual Performance % | Individual Metrics: Payout Amount(*) | Total Achievement as % of Target(*) | Total Annual Incentive Award in 2025(*) | | Mr. Iafigliola (**) | $402,500 | $322,000 | 11.5% | $36,483 | $80,500 | 135.5% | $109,026 | 36.2% | $145,509 | | Ms. Calderón | $356,250 | $285,000 | 11.5% | $32,783 | $71,250 | 125% | $89,063 | 34.2% | $121,846 | | Mr. Capriles | $281,000 | $224,800 | 11.5% | $25,868 | $56,200 | 50% | $28,100 | 19.2% | $53,978 | | Mrs. Sanchez | $249,000 | $199,200 | 11.5% | $22,914 | $49,800 | 100% | $49,800 | 29.2% | $72,714 | | Mr. Smith | $423,750 | $339,000 | 11.5% | $38,995 | $84,750 | 50% | $42,375 | 20.3% | $81,370 | | Mr. Plush(***) | $1,000,000 | $800,000 | — | $— | $200,000 | — | $— | — | $— | | Mr. Esterripa(***) | $423,750 | $339,000 | — | — | $84,750 | — | — | — | — | | Mr. Levine(***) | $423,750 | $339,000 | — | $— | $84,750 | — | $— | — | $— |

  37. Base Salaries

    (*) Amounts rounded to the nearest whole number. (**) The target annual incentive for Mr. Iafigliola, reflects (i) a target incentive opportunity equal to 60% of his base salary for the portion of fiscal year 2025 prior to his appointment as Interim CEO, and (ii) a target incentive opportunity equal to 90% of the base salary for the period of his service as Interim CEO, from his appointment as Interim CEO through the end of 2025. Of his company metrics payout of $36,483, $25,728 is attributable to his service as COO and $10,755 is attributable to his service as Interim CEO in 2025. Of his individual metrics payout of $109,026, $76,885 is attributable to his service as COO and $32,141 is attributable to his service as Interim CEO in 2025. (***) As indicated above, in accordance with Company policy that requires employees to be employed at the time of payment to receive an incentive payout under the plan, Messrs. Plush, Esterripa, and Levine did not receive a 2025 annual incentive payout because their separations from the Company occurred on dates that were prior to the date of the annual incentive payout for all employees.

  38. Long-Term Incentives Program

    Long-Term Incentives Program The third and largest component of the executive compensation program is long-term equity incentives. Long-term equity incentive awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term shareholder value. The Compensation Committee has designed the long-term incentive opportunity to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders. Since 2021, the Company’s NEOs are granted a mix of RSUs and PSUs. The long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of our shareholders. Long-term equity incentives also promote retention, because generally executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making them shareholders with a personal stake in the value they are intended to create. 2025 Long-Term Incentives For 2025, the Compensation Committee determined that the award vehicle mix should be 50% time-based RSUs and 50% PSUs based on the closing price of our common stock on the date of grant at an aggregate dollar value equal to a percentage of the NEO’s annual base salary at the time of grant. In consultation with Aon and based on market data and her or his individual performance, the Compensation Committee determined the 2025 target long-term incentive opportunities as a percentage of base salary for each NEO would remain unchanged. The time-based RSUs ratably vest over a three-year period from the date of grant. As discussed further below, starting in 2025, the PSUs use ROATCE relative to the members of the KBW Regional Banking Index, which tracks the performance of leading US banking institutions, as the performance metric with a TSR modifier for our performance metric for a three-year performance period, beginning January 1, 2025 and ending December 31, 2027. This change addresses feedback received from shareholders during the engagement process we completed in 2024 and their preference to see multiple performance metrics utilized for PSUs as opposed to just TSR. The change also addresses concerns that utilizing TSR exclusively reflects a narrow view of performance. Special Recognition Award for Mr. Esterripa In February 2025, the Compensation Committee also approved a one-time special performance compensation and retention award of 11,535 time-based RSUs to Mr. Esterripa, equal to approximately 49% of his 2025 annual base salary, due to his exceptional performance in 2024, including successfully leading efforts to address and resolve special mention and non-performing loans and improve asset quality. The 11,535 RSUs granted to Mr. Esterripa also vest over a three-year period. As previously indicated, Mr. Esterripa stepped down from his position with the Company and the Bank effective September 3, 2025, and these RSUs were forfeited. In 2025, our NEOs were awarded the following equity grants:

  39. Long-Term Incentives Program

    | | 2025 Long-Term Incentives | | | | NEOs | Total Target Award Opportunity as a % of Salary | RSUs (#) | Target PSUs (#) | | Mr. Iafigliola (1) | 60% | 6,921 | 6,921 | | Ms. Calderón | 75% | 7,471 | 7,472 | | Mr. Capriles | 60% | 5,895 | 5,896 | | Mrs. Sanchez | 60% | 5,222 | 5,222 | | Mr. Smith | 75% | 8,887 | 8,887 | | Mr. Plush | 120% | 25,167 | 25,168 | | Mr. Esterripa (2) | 75% | 8,887 | 8,887 | | | — | 11,535 | — | | Mr. Levine (3) | — | — | — |

  40. Long-Term Incentives Program

    (1) On the grant date of the 2025 Long-Term Incentives grants, Mr. Iafigliola was serving as the Company's Senior Executive Vice President and Chief Operating Officer and his grants for 2025 were based on his base salary for such position. No additional grants were awarded for Mr. Iafigliola when he was appointed Interim Chief Executive Officer in November 2025. (2) On February 18, 2025 Mr. Esterripa was awarded 11,535 RSUs as a one-time special recognition and retention award. Twenty percent (20%) of the RSUs were scheduled to vest on each of the first two anniversaries of the date of grant and the remaining sixty percent (60%) were scheduled to vest on the third anniversary of the date of grant, provided that Mr. Esterripa remained in the continuous service of the Company or a subsidiary through each such date. See the section titled “Special Recognition Award for Mr. Esterripa” above. As previously indicated, Mr. Esterripa stepped down from his position with the Company and the Bank effective September 3, 2025, and his unvested equity grants were forfeited. (3) As previously indicated, Mr. Levine stepped down from his position with the Company and the Bank on February 14, 2025, which was prior to the grant date of the 2025 Long Term Incentives equity grants and therefore was not granted any equity in 2025. The 2025 PSUs may be earned and vest upon the achievement of the Company’s ROATCE during a performance period from January 1, 2025 through December 31, 2027, relative to members of the KBW Regional Banking Index, further modified by Amerant's TSR relative to the TSRs during the same performance period of the members of the same index. As detailed in the chart below, the initial number of PSUs earned will be based on the percentile rank of Amerant’s ROATCE relative to the ROATCE of the companies in the KBW Regional Banking Index.

  41. Long-Term Incentives Program

    | Performance Level | ROATCE Percent Rank | Earned Percentage | | Below Threshold | Below 35th Percentile | 0% | | Threshold | 35th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile | 150% |

  42. Long-Term Incentives Program

    Interpolation is used to determine payout level in between performance levels. The ultimate number of PSUs earned, if any, will be determined by multiplying the initial number of PSUs earned by a modifier percentage as detailed in the chart below.

  43. Long-Term Incentives Program

    | Performance Level | TSR Percent Rank | Modifier Percentage | | Threshold | Up to the 35th Percentile | 80% (i.e, 20% less than the unmodified amount) | | Target | 50th Percentile | 100% (no adjustment) | | Maximum | 75th Percentile and above | 120% (i.e., 20% more than the unmodified amount) |

  44. Long-Term Incentives Program

    If the Company’s absolute TSR for the performance period is a negative number (without regard to the TSR of the peer group), then irrespective of the Company’s relative TSR to the peer group, the adjustment will be capped at 0% (no modification). The Compensation Committee believes ROATCE and TSR are key drivers of shareholder value, ROATCE is highly correlated with earnings per share and provides a comprehensive measure of Company performance, incorporating the effects of loan loss provisions resulting from both growth and asset quality. In addition, keeping TSR as a modifier further ties executive officer compensation with the creation of shareholder value. By measuring our stock performance relative to peers, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management. Additionally, it provides rewards that are more directly aligned with performance through different economic cycles. All equity awards are also subject to each NEO remaining in the continuous service of the Company through the vesting date. 2023-2025 PSUs Payouts The PSUs granted in 2023 had a three-year performance period that ended on December 31, 2025. In January 2026, the Compensation Committee certified the performance of these PSUs based on the Company’s relative TSR percentile ranking against the Company’s peer group. For the performance period, the Company’s TSR was below the 35th percentile, resulting in no payout for the PSUs granted in 2023. Messrs. Iafigliola and Capriles and Mmes. Calderón and Sanchez were the only NEOs of the Company with outstanding 2023 PSU awards. If performance had been achieved at the target level, Mr. Iafigliola would have been entitled to receive 4,822 shares of Class A Voting Common Stock of the Company; Mr. Capriles would have been entitled to receive 4,718 shares of Class A Voting Common Stock; Ms. Calderón would have been entitled to receive 6,306 shares of Class A Voting Common Stock; and Mrs. Sanchez would have been entitled to receive 3,686 shares of Class A Voting Common Stock. Payout percentages at various levels of performance for the 2023-2025 PSUs are illustrated in the table below.

  45. Long-Term Incentives Program

    | Performance Level | TSR Percent Rank | Earned Percentage | | Below Threshold | Below 35th Percentile | 0% | | Threshold | 35th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile | 150% |

  46. Anti-Hedging and Anti-Pledging Policy

    Anti-Hedging and Anti-Pledging Policy The Company’s Insider Trading Policy prohibits officers, directors, employees and all other Covered Persons (as that term is defined in the Insider Trading Policy) from engaging in transactions with securities issued by the Company or its subsidiaries, including shares of the Company’s Class A Voting Common Stock, or Company Securities, of a speculative nature at any time. This prohibition includes short-selling Company Securities or engaging in transactions involving Company Derivative Securities (options, warrants, RSUs, stock appreciation rights or similar rights whose value is derived from the value of the Company’s Securities). Officers, directors and employees are, however, not prohibited from receiving and exercising options, RSUs, stock appreciation rights or other Derivative Securities granted under the Company’s equity incentive plans. The Company’s insider trading policy was updated in May 2024 to expressly prohibit employees (including officers) and directors from pledging Amerant’s securities in any circumstance, including by purchasing Amerant’s securities on margin or holding Amerant’s securities in a margin account.

  47. Discussion of Equity Unit Award Grant Timing

    Discussion of Equity Unit Award Grant Timing The Company does not have a written policy related to the timing of when equity awards are granted during the year. The Compensation Committee currently grants RSUs and PSUs to our executive officers, and RSUs to other key employees and our directors. Equity awards for our executive officers and other key employees under the long-term incentive plan are made on an annual grant cycle in February of each year at a pre-established Compensation Committee meeting following the release of the fourth quarter and full year’s earnings of the previous year. In the case of our directors, equity awards are granted annually on the date we hold our annual meeting. The Compensation Committee and the Interim CEO exercising his delegated authority to grant equity awards for recruiting or retention purposes (as explained more fully below), may make off cycle equity awards from time to time on an as-needed basis as circumstances warrant. The Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, and it is the Compensation Committee’s practice to generally avoid granting equity awards during a closed window period or during periods in which there is undisclosed material non-public information about the Company. No stock options have been granted by us to our executive officers since we adopted the 2018 Equity and Incentive Compensation Plan, and there are no current plans to grant our executive officers stock options.

  48. Equity Compensation Awards – Delegated Authority

    Equity Compensation Awards – Delegated Authority In January 2025, the Compensation Committee delegated its authority to grant certain equity compensation awards under the 2018 Plan to Mr. Gerald P. Plush, the Company’s then Chairman, President and CEO. Under this delegation, Mr. Plush was authorized to grant up to a total of 150,000 shares of Class A Voting Common Stock of the Company for recruiting or retention of key talent, provided that he (i) not use the authorization to grant shares for himself, any other NEO or Section 16 Officer, or Director and (ii) provided a report detailing all the awards granted using this delegated authority was made to the Compensation Committee no less than semi-annually. In November 2025, following Mr. Plush’s departure from the Company and the Bank and the appointment of Mr. Carlos Iafigliola as Interim Chief Executive Officer, the Compensation Committee approved the transfer of this delegated authority to Mr. Iafigliola on the same terms, but solely with respect to the remaining shares not previously granted by Mr. Plush, which totaled 54,988 shares at that time.

  49. Employment Agreements and Other Arrangements with the NEOs

    Employment Agreements and Other Arrangements with the NEOs The Company only maintained an employment agreement with Mr. Plush that set forth his base salary, bonus compensation, equity compensation, and benefits, as well as provided him with the opportunity to receive certain post-employment payments and benefits, including acceleration of equity awards in the case of certain involuntary terminations of employment or resignations for good reason. On January 3, 2024, the Company entered into an amended and restated employment agreement with Mr. Plush that provided for a three-year term beginning January 1, 2024, and provided for automatic one-year extensions unless expressly not renewed (the "Amended Employment Agreement"). The terms of the Amended Employment Agreement were generally consistent with the prior version of the employment agreement except for the following: • An increase in annual base salary to $960,000 beginning January 1, 2024; • Revisions to the severance benefits to which Mr. Plush would be entitled to in the event of termination by the Company without “cause” or by Mr. Plush for “good reason” (as those terms are defined in the Amended Employment Agreement) prior to a Change in Control, from one and one half (1.5) times to two (2) times the sum of (i) Mr. Plush’s base salary and (ii) the average of the annual bonuses earned by Mr. Plush for the three full years preceding the year in which such termination occurs or, if less than three years, the greater of (A) the average of the annual bonuses earned for all full years preceding the year in which the termination occurs, or (B) if less than one year, Mr. Plush’s target Annual Bonus in effect for the year in which the termination occurs, which sum shall be payable in substantially equal installments over a period of 24 months; • A term life insurance policy that upon death provides $2 million in benefits; and • A covenant not to compete was adjusted to provide a geographical area within 50 miles of the Company’s headquarters. On March 22, 2023, the Company entered into an offer letter with Mr. Esterripa that set forth the initial compensation terms of his employment. As previously indicated, Mr. Esterripa stepped down from his position with the Company and the Bank effective September 3, 2025. On May 5, 2023, the Company entered into an offer letter with Ms. Calderón, effective as of June 1, 2023, that set forth the initial compensation terms of her employment. On October 24, 2024, the Company entered into an offer letter with Mr. Smith that set forth the initial compensation terms of his employment. Pursuant to the terms of the offer letter, Mr. Smith’s annual base salary was set at $565,000. Under the terms of the offer letter, Mr. Smith was entitled to short-term variable compensation with a target of 75% base salary based on attainment of Company and individual performance goals. In connection with his appointment, on November 18, 2024, Mr. Smith received: i) a sign-on grant of 10,000 RSUs, that vested over a three-year period (20% on the first two anniversaries of the grant date and the remaining 60% on the third anniversary); and ii) was eligible to receive equity awards consistent with the Company's long-term incentive program for executive officers at a target of 75% of Base Salary. Mr. Smith also received a $500,000 one-time cash sign-on bonus, that Mr. Smith would have been required to repay to the Company, in the event Mr. Smith voluntarily terminated his employment with the Company for any reason or was terminated for cause before the third anniversary of his start date. As previously indicated, in early 2026, the Company implemented enhancements to its business and operating structure that are intended to improve execution of its strategic priorities and better align leadership responsibilities with its dual focus on domestic and international clients. As a result of these organizational structure updates, Mr. Smith stepped down from his role as Chief Commercial Banking Officer, see "Mr. Smith’s Separation of Service” in this Proxy Statement. None of the other NEOs currently have employment agreements with the Company. The Company has also entered into a Change in Control Agreement (“CIC Agreement”) with each of the NEOs, other than Mr. Plush, that provides for certain severance protections in the event of a change in control of the Company. The CIC Agreements for these NEOs remain in effect for 24 months following the effective date and automatically renew for an additional 12 months unless the Company notifies the NEO at least 90 days before such renewal. The CIC agreement executed between the Company and Mr. Levine was superseded by the Separation and General Release Agreement entered into by and between the Company and Mr. Levine on February 14, 2025, see “Mr. Levine’s Separation of Service” in this Proxy Statement. The CIC agreement executed between the Company and Mr. Esterripa was superseded by the Separation and General Release Agreement entered into by and between the Company and Mr. Esterripa on September 23, 2025, see “Mr. Esterripa’s Separation of Service” in this Proxy Statement. Messrs. Iafigliola, Capriles, and Smith and Mmes. Calderón and Sanchez have also entered into Restrictive Covenant Agreements that include customary intellectual property, non-solicitation, non-compete and confidentiality provisions. The terms of the arrangements related to termination and change in control for all the NEOs are described in detail in the section titled “Potential Payments Upon Termination or Change in Control”.

  50. Mr. Smith's Separation of Service

    Mr. Smith's Separation of Service Mr. Smith stepped down from his position on January 20, 2026 and, in connection with his departure, the Company and Mr. Smith entered into a Separation Agreement and General Release (the "Smith Separation Agreement"). Under the terms of the Smith Separation Agreement, Mr. Smith is entitled to receive: (i) cash payment in the amount of $86,923 payable in two equal monthly installments, less applicable taxes and deductions, paid in accordance with the Company’s regular payroll cycle and process; (ii) a lump-sum cash payment in the amount of $81,370, less applicable taxes and deductions, corresponding to his 2025 cash incentive payout (see the section titled "2025 Annual Cash Incentive" above); (iii) a one-time stipend in the amount of $3,029.56, less all applicable taxes corresponding to the Company’s share of the COBRA premium for the group health plan under which Mr. Smith was covered immediately prior to the separation date, less all applicable withholding taxes; (iv) a one-time stipend in the amount of $4,500 to cover outplacement services; and (v) the vesting of 4,860 RSUs in accordance with the terms of the applicable equity award agreements. Should Mr. Smith breach any of the non-competition provisions set forth in the Smith Separation Agreement, or any other provisions set forth in the Smith Separation Agreement, all payments provided to Mr. Smith under the agreement (other than the COBRA stipend) shall be repaid to the Company within 30 days of demand. As consideration for the foregoing, Mr. Smith agreed to a general release of all claims against the Company, the Bank and their affiliates, as well as to be bound by customary covenants relating to confidentiality, return of property, non-disparagement, and non-competition and non-solicitation.

  51. Mr. Plush's Separation of Service

    Mr. Plush's Separation of Service On November 4, 2025, the Company and Mr. Plush mutually agreed that he would step down as President and Chief Executive Officer of the Company and the Bank, effective on November 5, 2025 (the “Separation Date”). On November 25, 2025, the Company and the Bank executed a Release of All Claims with Mr. Plush (the “Plush Release”) in connection with his separation and as a condition for Mr. Plush to receive the payments and benefits outlined in Section 8 of the Amended Employment Agreement. Pursuant to the Amended Employment Agreement and the Plush Release, Mr. Plush will receive severance payments totaling $3,747,182.66, representing two times the sum of (i) his Base Salary as of the Separation Date and (ii) the average annual bonuses earned during the three full years preceding the Separation Date. These payments will be made in installments as specified in the Employment Agreement. In addition, Mr. Plush will receive a stipend equal to the Company’s share of COBRA premiums for up to eighteen (18) months for the group medical plan in effect immediately prior to his separation. The Company will also continue paying the premium for Mr. Plush’s term life insurance for twenty-four (24) months following the Separation Date and reimburse up to $25,000 for outplacement services incurred within twelve (12) months after separation. In addition, the vesting and forfeiture of Mr. Plush’s outstanding equity awards as of the Separation Date were determined in accordance with the applicable equity award agreements. As a result, 38,343 performance stock units (PSUs) and 15,432 restricted stock units (RSUs), representing a pro-rata portion of his outstanding PSUs and RSUs, vested on the Separation Date, along with the corresponding dividend equivalent shares. The Plush Release includes a comprehensive waiver of claims against the Company, the Bank and its affiliates, subject to customary exclusions, indemnification, COBRA benefits, and claims that cannot be waived under applicable law. The Plush Release also contains mutual non-disparagement provisions and confirms that certain provisions of the Employment Agreement relating to confidentiality, return of property, non-disparagement, and non-solicitation and non-competition, among others, will remain in effect following termination. The Plush Release executed is substantially in the form of the release included as Exhibit I to the Amended Employment Agreement.

  52. Summary Compensation Table

    Summary Compensation Table The following table sets forth information required under SEC rules concerning the compensation paid to our NEOs by the Company in respect of our fiscal years ended December 31, 2025, 2024, and 2023.

  53. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(*) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($)(*) | | Carlos Iafigliola (6) | 2025 | 597,692 | — | 333,385 | 145,509 | 23,032 | 1,099,618 | | Senior Executive Vice President and | 2024 | 525,000 | — | 303,930 | 247,569 | 15,982 | 1,092,481 | | Interim Chief Executive Officer | 2023 | 465,000 | — | 279,840 | 277,600 | 9,138 | 1,031,578 | | Sharymar Calderón (7) | 2025 | 475,000 | — | 359,902 | 121,846 | 19,749 | 976,497 | | Senior Executive Vice President and | 2024 | 400,000 | — | 289,456 | 235,780 | 17,567 | 942,802 | | Chief Financial Officer | 2023 | 268,883 | — | 377,705 | 156,671 | 10,998 | 814,257 | | Alberto Capriles (8) | 2025 | 468,500 | — | 283,986 | 53,978 | 22,990 | 829,454 | | Senior Executive Vice President and | 2024 | 468,500 | — | 271,217 | 157,678 | 19,073 | 916,469 | | Chief Risk Officer | 2023 | 455,000 | | 273,833 | 230,680 | 17,753 | 977,266 | | Mariola Sanchez (9) | 2025 | 415,000 | — | 251,544 | 72,714 | 22,625 | 761,883 | | Senior Executive Vice President and | | | | | | | | | Chief Administrative Banking Officer | | | | | | | | | Braden Smith (10) | 2025 | 565,000 | 500,000 | 428,087 | 81,370 | 33,220 | 1,607,677 | | Former Senior Executive Vice President | | | | | | | | | and Chief Consumer Banking Officer | | | | | | | | | Gerald P. Plush | 2025 | 872,000 | — | 1,212,318 | — | 3,798,925 | 5,883,243 | | Former Chairman, President and | 2024 | 960,000 | — | 1,111,517 | 718,496 | 48,854 | 2,838,867 | | Chief Executive Officer | 2023 | 900,000 | — | 1,083,346 | 895,484 | 48,729 | 2,927,559 | | Juan Esterripa | 2024 | 407,731 | — | 703,081 | — | 1,173,251 | 2,284,063 | | Former Senior Executive Vice President | 2024 | 535,000 | — | 387,149 | 315,356 | 60,976 | 1,298,480 | | and Chief Commercial Banking Officer | 2023 | 336,458 | 400,000 | 724,956 | 238,460 | 104,528 | 1,804,402 | | Howard Levine | 2025 | 88,288 | — | — | — | 892,178 | 980,467 | | Former Senior Executive Vice President | 2024 | 535,000 | — | 387,149 | — | 34,529 | 956,678 | | and Chief Consumer Banking Officer | 2023 | 475,000 | — | 357,352 | 336,650 | 32,220 | 1,201,222 |

  54. Summary Compensation Table

    (*) Amounts rounded to the nearest whole number. (1) Amount of salary reported in any year may differ from the annual base salary amount due to the timing of changes in base salary or, hiring, or promotion of an NEO. NEOs who are also directors do not receive any additional compensation for services provided as a director while they are NEOs. (2) Amount in this column includes the $500,000 cash sign-on bonus for Mr. Smith, see the section titled "Employment Agreements and Other Arrangements with the NEOs" in the CD&A. (3) The amounts shown in the Stock Awards column represent the aggregate grant date fair value of the RSUs and PSUs, computed in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”), excluding the effect of estimated forfeitures. Amounts shown in this column relating to RSUs reflect the market value of the RSUs using the closing price of a share of our common stock as reported on the New York Stock Exchange on the date of grant, multiplied by the number of shares underlying each award. Amounts shown in this column relating to PSUs were determined using a Monte Carlo simulation model. The grant date fair value of the PSUs included above is determined based upon achievement of performance at the “target” level, which is the probable outcome of the performance metrics associated with each award of PSUs. If performance for the 2025 PSUs were to be achieved at the “maximum” level, the grant date fair value of the PSUs for the NEOs would have been as follows: $303,098 for Mr. Iafigliola, $327,229 for Ms. Calderón, $258,209 for Mr. Capriles, $228,692 for Mrs. Sanchez, $389,197 for Mr. Smith, $1,102,207 for Mr. Plush, and $389,197 for Mr. Esterripa. Cash dividend equivalents accrue on these PSUs subject to the same performance-based vesting requirements as these PSUs. (4) The amounts shown in this column represent the annual cash incentive amounts earned by the NEOs for 2025 under the annual cash incentive plan, as described in the section titled “2025 Annual Cash Incentive” in the CD&A. As noted above in the CD&A, Messrs. Plush, Esterripa and Levine did not receive a 2025 annual cash incentive payout due to their separation from the Company prior to the bonus payout in accordance with Company policy. The amounts reported in this column for 2025 for our NEOs reflect the following:

  55. Summary Compensation Table

    | Name | 401(k) Company Match ($)(A) | Life Insurance ($)(B) | Perquisites ($)(C) | Severance ($)(D) | Total ($)(*) | | Carlos Iafigliola | 17,500 | 1,212 | 4,320 | — | 23,032 | | Sharymar Calderón | 14,791 | 638 | 4,320 | — | 19,749 | | Alberto Capriles | 17,500 | 1,170 | 4,320 | — | 22,990 | | Mariola Sanchez | 17,500 | 805 | 4,320 | — | 22,625 | | Braden Smith | 17,500 | — | 15,720 | — | 33,220 | | Gerald P. Plush | 17,500 | 33,642 | 600 | 3,747,183 | 3,798,925 | | Juan Esterripa | 17,500 | 961 | 11,790 | 1,143,000 | 1,173,251 | | Howard Levine | 5,501 | 200 | 1,935 | 884,542 | 892,178 |

  56. Summary Compensation Table

    (*) Amounts rounded to the nearest whole number. (A) Amounts include the Company matching contributions under the 401(k) Plan. (B) For Mr. Plush, the amount includes the premium the Company pays on the individual life insurance policy and the gross-up payment related to imputed income from the split-dollar life insurance plan (BOLI). For the NEOs except Mr. Smith, amounts include the gross-up payments related to imputed income from the split-dollar life insurance plan (BOLI). The NEOs do not receive these gross-up payments. See the section titled “Broad-Based Benefits and Perquisites-Life Insurance Benefits” in the CD&A for additional information on this benefit. (C) Amounts include car allowance ($3,600) and cellular phone payments ($720) for Mr. Iafigliola; car allowance ($3,600) and cellular phone payments ($720) for Ms. Calderón; car allowance ($3,600) and cellular phone payments ($720) for Mr. Capriles; car allowance ($3,600) and cellular phone payments ($720) for Mrs. Sanchez; car allowance ($15,000) and cellular phone payments ($720) for Mr. Smith; cellular phone payments ($600) for Mr. Plush; car allowance ($11,250) and cellular phone payments ($540) for Mr. Esterripa; and car allowance ($1,875) and cellular phone payments ($60) for Mr. Levine. (D) For Mr. Plush, includes $3,747,182.66 in cash severance (payable over a 24-month period) in accordance with the terms of the Plush Release, see “Mr. Plush's Separation of Service” in the CD&A. For Mr. Esterripa includes $1,108,000 in cash severance (payable over a 12-month period) and a one time lump sum payment of $35,000 for expenses in accordance with the terms of the Esterripa Separation Agreement, see “Mr. Esterripa's Separation of Service” in the CD&A. For Mr. Levine, includes a one time cash payment in the amount of $319,542 corresponding to the cash equivalent value equal to the underlying market value per share of Mr. Levine’s 13,398 restricted stock units that became vested as of the separation date pursuant to the applicable equity grant agreements, and $565,000 in cash severance (payable over a 12-month period) in accordance with the terms of the Levine Separation Agreement, see “Mr. Levine's Separation of Service” in the CD&A. (6) Prior to serving as the Company’s Interim Chief Executive Officer Mr. Iafigliola served as the Company’s Chief Operating Officer from June 1, 2023 until November 5, 2025, and previously as the Company’s Chief Financial Officer from May 14, 2020 until June 1, 2023. The 2025 salary amount in the salary column for Mr. Iafigliola reflects the sum of the salary he received for the ten months he served as Chief Operating Officer and the salary he received for the two months he served as Interim Chief Executive Officer. (7) Ms. Calderón was appointed as CFO of the Company effective June 1, 2023. The 2023 salary amount in the salary column for Ms. Calderón reflects the sum of the salary she received for the five months she served as Head of Internal Audit and the salary she received for the seven months she served as Chief Financial Officer. (8) Mr. Capriles was not a named executive officer in the Company’s 2025 proxy statement but Mr. Capriles was a named executive officer in the Company's 2024 proxy statement. In accordance with SEC rules, we have provided Mr. Capriles' compensation for 2023 and 2024 in this table. (9) Mrs. Sanchez was not a named executive officer in 2023 or 2024. Therefore, her compensation data for 2023 and 2024 is not included in this table. Mr. Smith was not a named executive officer in 2023 or 2024. Therefore, his compensation data for 2023 and 2024 is not included in this table. For the purpose of business entertainment, the Company has season tickets to certain sporting events. While these tickets are primarily used for business entertainment, they may from time to time be made available to NEOs and other employees. No compensation value for such tickets is included in the tables above.

  57. Grants of Plan Based Awards Table

    Grants of Plan Based Awards Table The following table sets forth additional details regarding grants of equity and non-equity plan-based awards during the fiscal year ended December 31, 2025.

  58. Grants of Plan Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) (3) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value Of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(4) | Awards ($) | | Carlos Iafigliola | | 201,250 | 402,500 | 603,750 | — | — | — | — | — | | | 2/18/2025 | — | — | — | 3,461 | 6,921 | 12,458 | — | 168,388(5) | | | 2/18/2025 | — | — | — | — | — | — | 6,921 | 164,997(6) | | Sharymar Calderón | | 178,125 | 356,250 | 534,375 | — | — | — | — | — | | | 2/18/2025 | — | — | — | 3,736 | 7,472 | 13,450 | — | 181,794(5) | | | 2/18/2025 | — | — | — | — | — | — | 7,471 | 178,109(6) | | Alberto Capriles | | 140,500 | 281,000 | 421,500 | — | — | — | — | — | | | 2/18/2025 | — | — | — | 2,948 | 5,896 | 10,613 | — | 143,450(5) | | | 2/18/2025 | — | — | — | — | — | — | 5,895 | 140,537(6) | | Mariola Sanchez | | 124,500 | 249,000 | 373,500 | — | — | — | — | — | | | 2/18/2025 | — | — | — | 2,611 | 5,222 | 9,400 | — | 127,051(5) | | | 2/18/2025 | — | — | — | — | — | — | 5,222 | 124,492(6) | | Braden Smith | | 211,875 | 423,750 | 635,625 | — | — | — | — | — | | | 2/18/2025 | — | — | — | 4,444 | 8,887 | 15,997 | — | 216,221(5) | | | 2/18/2025 | — | — | — | — | — | — | 8,887 | 211,866(6) | | Gerald P. Plush | | 500,000 | 1,000,000 | 1,500,000 | — | — | — | — | — | | | 2/18/2025 | | | | 12,584 | 25,168 | 45,302 | | 612,337(5) | | | 2/18/2025 | | | | | | | 25,167 | 599,981(6) | | Juan Esterripa | | 211,875 | 423,750 | 635,625 | — | — | — | — | — | | | 2/18/2025 | — | — | — | 4,444 | 8,887 | 15,997 | | 216,221(5) | | | 2/18/2025 | — | — | — | — | — | — | 8,887 | 211,866(6) | | | 2/18/2025 | — | — | — | — | — | — | 11,535 | 274,994(6) | | Howard Levine (7) | | 211,875 | 423,750 | 635,625 | — | — | — | — | — |

  59. Grants of Plan Based Awards Table

    (1) The annual cash incentive plan provides a cash payout based on the level of achievement of Company performance metrics and individual performance goals for each applicable performance cycle. The amounts disclosed in these columns reflect the threshold, target and maximum annual cash incentive opportunities for the NEOs under the annual cash incentive plan. The amount of the annual cash incentive opportunity depends on the base salary of the NEOs for the year (for Mr. Iafigliola, the amounts are based on a target incentive opportunity equal to 60% of his base salary for the portion of fiscal year 2025 prior to his appointment as Interim Chief Executive Officer, and a target incentive opportunity equal to 90% of the base salary for the period of his service as Interim Chief Executive Officer, from his appointment as Interim Chief Executive Officer through the end of 2025). The percentage of salary awarded for performance falling between the threshold and target achievement levels and the target and the maximum achievement is determined using straight-line interpolation. (2) In order for any payout to be earned, performance must be at least at the threshold level for the ROATCE performance metric. The number of PSUs earned for performance falling between the threshold and target achievement levels and the target and the maximum achievement is determined using straight-line interpolation. (3) Amounts disclosed in the "Target" column are the number of PSUs granted in 2025 and which will be earned if the Company’s ROATCE ranks in the 50th percentile relative to the members of the KBW Regional Banking Index. The "Threshold" column (50% of Target) corresponds to the number of PSUs earned if the Company’s ROATCE ranks in the 35th percentile relative to the members of the KBW Regional Banking Index. For purposes of this table, the "Target" and "Threshold" columns assume a relative TSR modifier of 100% (Company TSR falls ranks in the 50th percentile). The "Maximum" column (180% of Target) corresponds to the number of PSUs earned if the Company’s ROATCE ranks in the 75th percentile or above relative to the members of the KBW Regional Banking Index, respectively (150% of Target), and assumes a maximum TSR modifier of 120% (Company TSR at or above the 75th percentile). The relative TSR modifier can ultimately impact the payout upward (above 75th percentile) or downward (up to the 35th percentile) by 20% depending on the Company's TSR performance relative to the members of the KBW Regional Banking Index at the end of the three-year performance period. For additional information about the 2025 PSU awards, see the section titled "2025 Long-Term Incentives” in the CD&A. (4) Amounts disclosed in this column reflect the number of RSUs granted to our NEOs in 2025 and include the one time recognition award for Mr. Esterripa. (5) Amounts disclosed for this award reflect the grant date fair value of the PSUs on the grant date based on the probable outcome of the applicable performance conditions and was calculated at target based on a combination of the closing market price of our common stock on the grant date and a Monte Carlo simulated fair value in accordance with ASC 718. (6) Amounts disclosed for this award reflect the grant date fair value of the RSUs, which was computed in accordance with ASC Topic 718 with the assumptions described in Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (7) Mr. Levine stepped down from his position with the Company on February 14, 2025 and was not granted equity based awards in 2025.

  60. Narrative Discussion of the Summary Compensation Table and Grant of Plan-Based Awards Table

    Narrative Discussion of the Summary Compensation Table and Grant of Plan-Based Awards Table The material terms of the pay elements included in the Summary Compensation Table and Grant of Plan-Based Awards Table for our NEOs are described above in the CD&A. For information on the agreements with our NEOs, see the section titled “Employment Agreements and Other Arrangements with the NEOs” in the CD&A.

  61. Outstanding Equity Awards at Fiscal Year-End Table 2025

    Outstanding Equity Awards at Fiscal Year-End Table 2025 The table below sets forth the outstanding equity awards held by our NEOs as of December 31, 2025, except Messrs. Plush, Esterripa and Levine, who stepped down from their positions with the Company prior to year-end 2025 and did not hold any outstanding equity as of year-end 2025.

  62. Outstanding Equity Awards at Fiscal Year-End Table 2025

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units That Have Not Vested (#)(*) | Market Value of Shares or Units That Have Not Vested ($)(*)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(*) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(*)(**) | | Carlos Iafigliola | 2/16/2023 | 1,607(2) | 31,353 | — | — | | | 2/16/2024 | 4,669(3) | 91,092 | — | — | | | 2/18/2025 | 6,921(4) | 135,029 | — | — | | | 2/16/2023 | — | — | 2,650(5) | 51,692 | | | 2/16/2024 | — | — | 3,713(6) | 72,445 | | | 2/18/2025 | — | — | 3,461(7) | 67,514 | | Sharymar Calderón | 2/16/2023 | 834(2) | 16,271 | — | — | | | 6/1/2023 | 1,869(8) | 36,464 | — | — | | | 6/1/2023 | 2,102(8) | 41,010 | — | — | | | 2/16/2024 | 4,446(3) | 86,741 | — | — | | | 2/18/2025 | 7,471(4) | 145,759 | — | — | | | 6/1/2023 | — | — | 3,431(5) | 66,945 | | | 2/16/2024 | | | 3,537(6) | 69,000 | | | 2/18/2025 | — | — | 3,736(7) | 72,889 | | Alberto Capriles | 2/16/2023 | 1,573(2) | 30,689 | — | — | | | 2/16/2024 | 4,166(3) | 81,279 | — | — | | | 2/18/2025 | 5,895(4) | 115,011 | — | — | | | 2/16/2023 | — | — | 2,592(5) | 50,577 | | | 2/16/2024 | — | — | 3,313(6) | 64,645 | | | 2/18/2025 | — | — | 2,948(7) | 57,515 | | Mariola Sanchez | 2/16/2023 | 1,229(2) | 23,978 | — | — | | | 2/16/2024 | 3,398(3) | 66,295 | — | — | | | 2/18/2025 | 5,222(4) | 101,881 | | — | | | 2/16/2023 | — | — | 2,025(5) | 39,514 | | | 2/16/2024 | — | — | 2,703(6) | 52,738 | | | 2/18/2025 | — | — | 2,611(7) | 50,941 | | Braden Smith | 11/18/2024 | 8,000(9) | 156,080 | — | — | | | 2/18/2025 | 8,887(4) | 173,385 | — | — | | | 2/18/2025 | — | — | 4,444(7) | 86,693 |

  63. Outstanding Equity Awards at Fiscal Year-End Table 2025

    (*) Amounts rounded to the nearest whole number. (**) Except for the 2025 PSUs which are entitled to cash dividend equivalents, the amounts reported in this column include share dividend equivalents. (1) Based on the closing price of $19.51 per share of the Company’s common stock on the New York Stock Exchange on December 31, 2025, the last day of trading in 2025. (2) Amounts disclosed reflect the number of unvested RSUs that are subject to time-based vesting. These RSUs vested on February 17, 2026 (February 16, 2026 was a federal holiday). (3) Amounts disclosed reflect the number of unvested RSUs that are subject to time-based vesting. One-half of the RSUs vested on February 17, 2026 (February 16, 2026 was a federal holiday) and the other half of the RSUs will vest on February 16, 2027, subject to such named executive officer’s continued service with us through the vesting dates. Amounts disclosed reflect the number of unvested RSUs that are subject to time-based vesting. One-third of the RSUs vested on February 18, 2026, and the other two-thirds of the RSUs will vest in equal installments on each of February 18, 2027 and February 18, 2028, subject to such named executive officer’s continued service with us through each vesting date. (5) Amounts disclosed reflect the number of unvested PSUs held by our named executive officers, based on achievement of all applicable performance goals at the threshold level for the 2023-2025 performance period, plus the additional PSUs (at the target level) representing the accumulated share dividend equivalents accrued over the period from the grant date through December 31, 2025. These PSUs were unvested as of December 31, 2025, however, as discussed above in the CD&A the PSUs were not earned. (6) Amounts disclosed reflect the number of unvested PSUs held by our named executive officers, based on achievement of all applicable performance goals at the threshold level for the 2024-2026 performance period, plus the additional PSUs (at the target level) representing the accumulated share dividend equivalents accrued over the period from the grant date through December 31, 2025. The actual number of PSUs that will be earned in respect of these unvested awards, if any, will be determined at the end of the performance cycle and might be more than the number shown in this column. (7) Amounts disclosed reflect the number of unvested PSUs held by our named executive officers, based on achievement at the threshold level for the ROATCE metric and a relative TSR modifier of 100% (no adjustment) for the 2025-2028 performance period. The 2025 PSUs are entitled to cash dividend equivalents, therefore no accumulated share dividend equivalents are reported. The actual number of PSUs that will be earned in respect of these unvested awards, if any, will be determined at the end of the performance cycle and might be more than the number shown in this column. (8) Amount disclosed reflects the number of unvested RSUs held by Ms. Calderón that are subject to time-based vesting. These RSUs will vest on June 1, 2026, subject to Ms. Calderón’s continued service with us through the vesting date. (9) Amount disclosed reflects the number of unvested RSUs held by Mr. Smith that were subject to time-based vesting. 2,000 RSUs were scheduled to vest on November 18, 2026 and the remaining 6,000 were scheduled to vest on November 18, 2027. However, as noted above in the CD&A, a portion of these RSUs were accelerated and the remainder were forfeited in connection with Mr. Smith’s separation from the Company in February 2026.

  64. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth information concerning the vesting of all stock awards on an aggregate basis for each NEO during the fiscal year ended December 31, 2025. The NEOs do not hold any options and as a result there were no option exercises during the fiscal year ended December 31, 2025. The data included in the “Option Exercises and Stock Vested” table is compiled based on each transaction date.

  65. Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2)(*) | | Carlos Iafigliola | 6,191 | 147,593 | | Sharymar Calderón | 7,860 | 161,220 | | Alberto Capriles | 4,873 | 116,172 | | Mariola Sanchez | 4,032 | 91,955 | | Braden Smith | 2,000 | 34,200 | | Gerald P. Plush (3) | 74,578 | 1,426,493 | | Juan Esterripa | 12,779 | 253,366 | | Howard Levine (4) | — | — |

  66. Option Exercises and Stock Vested Table

    (1) The amounts shown in this column represent the total number of shares of restricted stock and of shares subject to RSUs and PSUs (including the number of accumulated dividend equivalents that accrued on these PSUs) that vested during 2025. (2) The amounts shown in this column reflect the value realized upon vesting of the restricted stock, RSUs, and PSUs (including the value of accumulated dividend equivalents that accrued on these PSUs) as calculated based on the price of a share of our common stock on the vesting date, multiplied by the number of shares underlying each award. The value realized on vesting is pre-tax. (3) In accordance with the terms of the applicable equity award agreements, the 74,578 shares acquired on vesting for Mr. Plush, include 38,343 PSUs and 15,432 RSUs that represented a pro-rata portion of his outstanding PSUs and RSUs on the Separation Date, along with the corresponding dividend equivalent shares. For additional information see the section titled "Mr. Plush’s Separation of Service" in the CD&A. (4) In accordance with the terms of the Separation Agreement entered into by the Company and Mr. Levine, as part of his severance Mr. Levine was paid the cash equivalent value equal to the underlying market value per share of the 13,398 RSUs that became vested pursuant to the applicable equity grant agreements as of his separation date, the amount paid to Mr. Levine for those RSUs is reported in the All Other Compensation column of the Summary Compensation Table. For additional information see the section titled "Mr. Levine’s Separation of Service" in the CD&A.

  67. Non-Qualified Deferred Compensation Table

    Non-Qualified Deferred Compensation Table The following table provides information with respect to each defined contribution or other plan that provides for non-qualified deferred compensation in which our NEOs participate. For 2025, Messrs. Plush and Iafigliola participated in the deferred compensation plan. For more information on the Deferred Compensation Plan, see the section titled “Broad-Based Benefits and Perquisites” in the CD&A.

  68. Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($)(1)(*) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(*) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FY ($)(2)(*) | | Carlos Iafigliola | 47,762 | — | 112,466 | — | 530,242 | | Sharymar Calderón | — | — | — | — | — | | Alberto Capriles | 22,525 | — | 45,271 | — | 283,283 | | Mariola Sanchez | 23,085 | — | 34,415 | — | 171,514 | | Braden Smith | — | — | — | — | — | | Gerald P. Plush | 71,293 | — | 93,319 | — | 490,827 | | Juan Esterripa | — | — | — | — | — | | Howard Levine | — | — | — | — | — |

  69. Non-Qualified Deferred Compensation Table

    (*) Amounts rounded to the nearest whole number. (1) The amounts listed in this column are reported as compensation in the amounts included in the “Salary” column of the 2025 Summary Compensation Table. (2) The amounts listed for Mr. Plush includes an aggregate of $11,654, which was reported in our Summary Compensation Table for 2021. The Company maintains the Deferred Compensation Plan for highly compensated employees, including the NEOs. The Deferred Compensation Plan is designed to prevent such employees from being disadvantaged by 401(k) Plan limits and supplements the 401(k) Plan’s savings opportunities, however since 2022, it does not provide eligible employees with a matching Company contribution. The Deferred Compensation Plan limits deferral contributions to 50% of the participant’s non-bonus compensation and 100% of the participant’s annual bonus compensation and does not permit investments in Company stock. In 2025, Messrs. Iafigliola, Capriles and Plush and Mrs. Sanchez, participated in the Deferred Compensation Plan while Ms. Calderón and Messrs. Smith, Esterripa and Levine did not. Each participant’s account under the Deferred Compensation Plan holds their contributions, along with earnings, expenses, gains, and losses. Each participant makes his or her own investment decisions as to amounts held in a participant’s account from investment options that are designated in a services agreement between the Company and Fidelity Investments, Inc. for the Deferred Compensation Plan. All deferrals, earnings, and gains on each participant’s account in the Deferred Compensation Plan are distributed in cash after the participant’s separation from service, either in a lump sum payment or in installment payments, in accordance with the participant’s distribution election. Each distribution, whether in a lump sum or a series of installment payments, commences on the first day of the month following the month in which the applicable triggering event occurred. Installment payments continue annually from the commencement date of the first installment distribution. If the participant’s separation from service is due to the participant’s disability or death, the deferrals, employer contributions, earnings, and gains on the participant’s account will immediately become 100% vested and payment will be made in such form as designated in the participant’s distribution election.

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Upon termination of an NEO’s employment with the Company, or upon a change in control, the Company maintains certain arrangements pursuant to which NEOs are eligible to receive cash severance, equity vesting and other benefits. In accordance with SEC rules, we have used certain assumptions in determining the amounts shown in the tables and the narrative below. We have assumed that the termination of employment or change in control occurred on December 31, 2025. In addition, since many factors (e.g., the time of year when the event occurs, our stock price and the executive’s age) could affect the nature and amount of benefits a NEO could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the tables below. Under these SEC rules, the potential payments upon termination or change in control do not include certain distributions to the NEO or benefits to which the NEO is already entitled, including the value of equity awards that have already vested and distributions from qualified retirement plans. In accordance with SEC rules, in the table below, we are showing the amounts Mr. Plush, is entitled to receive under the terms of the Plush Release, see the Section titled "Mr. Plush's Separation of Service" in the CD&A in this proxy statement. In addition, the table below does not include information for Messrs. Levine and Esterripa because they were not executive officers as of the end of 2025, and the terms of their separations were not related to any of the triggering events reflected in the table.; for additional information see the sections titled "Mr. Levine's Separation of Service" and "Mr. Esterripa's Separation of Service" in the CD&A in this proxy statement.

  71. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). For 2025, we found no significant changes in either the employee population or employee compensation arrangements that would affect the pay ratio disclosure, allowing us to use the same median employee from last year. Our median employee compensation in 2025 as calculated using Summary Compensation Table requirements was $122,628. Due to the CEO transitions in 2025, we elected, as permitted under the pay ratio rules, to annualize the total compensation of Carlos Iafigliola, our current Interim Chief Executive Officer as if he had served as Interim CEO for the entire year. For this calculation, we used the amounts reported in the Summary Compensation Table, but annualized Mr. Iafigliola’s base salary and Non-Equity Incentive Plan compensation to reflect a full year of service as CEO. The resulting annual total compensation for 2025 for our Chief Executive Officer as described above, was $1,482,974. Therefore, our CEO Pay Ratio is approximately 12:1.

  72. Methodology and Pay Ratio

    Methodology and Pay Ratio As disclosed in our 2024 proxy statement, we identified the median employee using our employee population on December 1, 2023 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure” (“CACM”). We chose a CACM that closely approximates the actual cash compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee as of December 1, 2023, the annual base pay and actual bonus or commission paid in 2023 for Fiscal Year 2022 performance. In identifying the median employee, we annualized the compensation values of individuals that joined our Company during 2023. After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s actual total direct compensation in accordance with the requirements of the Summary Compensation Table. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  73. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  74. Pay Versus Performance Disclosure

    | | Summary | Summary | Summary | Compensation | Compensation | Compensation | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment based on: (4) | | | | | Year | Compensation Table Total for PEO 1 (1) ($) | Compensation Table Total for PEO 2 (1) ($) | Compensation Table Total for PEO 3 (1) ($) | Actually Paid to PEO 1 (1)(2)(3) ($) | Actually Paid to PEO 2 (1)(2)(3) ($) | Actually Paid to PEO 3 (1)(2)(3) ($) | Table Total for Non-PEO NEOs (1) ($) | Actually Paid to Non-PEO NEOs (1)(2)(3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Thousands) | PPNR ($ Thousands) (5) | | 2025 | — | 5,883,243 | 1,099,618 | — | 4,720,821 | 925,889 | 1,240,007 | 844,904 | 128.36 | 168.50 | 52,417 | 108,737 | | 2024 | — | 2,838,867 | — | — | 1,750,726 | — | 1,072,610 | 837,597 | 147.43 | 130.19 | (15,752) | 36,376 | | 2023 | — | 2,927,559 | — | — | 2,687,710 | — | 1,165,745 | 1,191,371 | 161.64 | 96.02 | 30,789 | 104,306 | | 2022 | — | 2,959,731 | — | — | 1,668,456 | — | 918,499 | 777,465 | 176.58 | 103.00 | 61,963 | 93,876 | | 2021 | 396,728 | 4,634,369 | — | 1,591,669 | 8,174,519 | — | 1,254,145 | 1,589,521 | 227.30 | 135.40 | 110,311 | 130,130 |

  75. Pay Versus Performance Disclosure

    (1) Millar Wilson was our PEO 1 until March 19, 2021. Gerald P. Plush was our PEO 2 from March 20, 2021 to November 5, 2025. Carlos Iafigliola has been our PEO 3 since November 5, 2025. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  76. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Miguel Palacios | Carlos Iafigliola | Sharymar Calderón | Sharymar Calderón | Sharymar Calderón | | Alberto Capriles | Miguel Palacios | Carlos Iafigliola | Carlos Iafigliola | Alberto Capriles | | Alfonso Figueredo | Alberto Capriles | Alberto Capriles | Howard Levine | Mariola Sanchez | | | Howard Levine | Howard Levine | Juan Esterripa | Braden Smith | | | | Juan Esterripa | | Juan Esterripa | | | | | | Howard Levine |

  77. Pay Versus Performance Disclosure

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.

  78. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Gerald P. Plush ($) | Exclusion of Stock Awards for Gerald P. Plush ($) | Inclusion of Equity Values for Gerald P. Plush ($) | Compensation Actually Paid to Gerald P. Plush ($) | | 2025 | 5,883,243 | (1,212,318) | 49,896 | 4,720,821 |

  79. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Carlos Iafigliola ($) | Exclusion of Stock Awards for Carlos Iafigliola ($) | Inclusion of Equity Values for Carlos Iafigliola ($) | Compensation Actually Paid to Carlos Iafigliola ($) | | 2025 | 1,099,618 | (333,385) | 159,656 | 925,889 |

  80. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,240,007 | (337,767) | (57,336) | 844,904 |

  81. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  82. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Gerald P. Plush ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Gerald P. Plush ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Gerald P. Plush ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Gerald P. Plush ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Gerald P. Plush ($) | Total -Inclusion of Equity Values for Gerald P. Plush ($) | | 2025 | — | — | 209,414 | 275,906 | (435,424) | 49,896 |

  83. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Carlos Iafigliola ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Carlos Iafigliola ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Carlos Iafigliola ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Carlos Iafigliola ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Carlos Iafigliola ($) | Total -Inclusion of Equity Values for Carlos Iafigliola ($) | | 2025 | 262,765 | (112,582) | — | 9,473 | — | 159,656 |

  84. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 173,860 | (55,940) | — | (7,482) | (167,774) | (57,336) |

  85. Pay Versus Performance Disclosure

    (4) Cumulative Total Shareholder Return (“TSR”) for each fiscal year is measured over a period running from the last trading day before the covered fiscal year began, through and including the end of the covered fiscal year, calculated assuming reinvested dividends. The Peer Group TSR set forth in this table utilizes the KBW Nasdaq Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the KBW Nasdaq Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined PPNR to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO 2, PEO 3, and Non-PEO NEOs in 2025. PPNR is a non-GAAP measure and is calculated as net income attributable to Amerant Bancorp Inc. plus provision for (reversal of) credit losses, provision for income tax expense and non-routine noninterest expense items less non-routine noninterest income items. For more information on PPNR, please see the “2025 Annual Cash Incentive” section of the CD&A in this proxy statement. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years, and the Peer Group TSR over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and PPNR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our PPNR during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO 2, PEO 3 and Non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.

  86. Pay Versus Performance Disclosure

    | PPNR Efficiency Ratio Relative TSR Non-performing Loans/Total Loans Growth in Average Total Core Deposits Return on Average Assets Adjusted Return on Average Tangible Common Equity |

  87. Pay Versus Performance Disclosure

    Our non-employee director compensation is determined by the Board based upon the recommendation of the Compensation Committee, which is determined based on input from the Compensation Committee’s compensation consultant, market data (including the Company’s peer group), governance trends and best practices. See the section titled “Executive Compensation-Compensation Consultant”. The Board uses a combination of cash and stock-based compensation to attract qualified candidates to serve as directors and to compensate them for their service. In setting the compensation of non-employee directors, the Compensation Committee and the Board consider the significant amount of time that the Board and its Committees are expected to expend, the workload and responsibility, the skills, knowledge, and understanding needed for service on the Board, and the types and amounts of director pay of our identified peer group. The Compensation Committee and the Board annually review non-employee director compensation, and the Board, upon the recommendation of the Compensation Committee, has changed from time to time the amounts and forms of director compensation. Effective January 1, 2025, based on market data and input from the Compensation Committee’s compensation consultant, our director compensation structure was updated as follows: (i) the annual cash retainer of the Chair of the Risk Committee was increased from $15,000 to $17,500; and (ii) the annual cash retainer of the Chair of the Compensation Committee was increased from $15,000 to $15,625. All other cash retainers remained unchanged. In addition, if the Board and each Board Committee meets in excess of the planned number of times during the year, after reaching three (3) meetings over planned meetings, each director will be paid $1,500 per excess board meeting and $1,000 per excess committee meeting. Other 2025 Updates Until November 2025, the Board of Directors had a Lead Independent Director because Gerald P. Plush served as both the Company’s President and Chief Executive Officer and Chair of the Board. Following Mr. Plush’s departure from the Company, the Board appointed Odilon Almeida, who had been serving as Lead Independent Director, as Chair of the Board effective November 2025. In connection with this appointment, the Board approved an annual cash retainer of $70,000 for the Chair of the Board. Also, effective November 2025, the Board approved an increase in the annual cash retainer for the Chair of the Risk Committee from $17,500 to $35,500, reflecting the Chair’s temporarily expanded oversight responsibilities. Under these responsibilities, the Chair will receive periodic reports from the Company’s Chief Risk Officer and Chief Credit Officer regarding initiatives underway to address asset quality and the Company’s overall risk profile. Non-Employee Director Compensation Structure

  88. Pay Versus Performance Disclosure

    | Annual Retainer paid to all Non-Employee Directors for Board Service in 2025 | | | Cash retainer for Board service (1) | $46,000 | | Cash retainer per Audit Committee membership (1) | $12,000 | | Cash retainer per all other Company Committee membership (1) | $10,000 | | Cash retainer per Trust Committee membership (Bank) (1)(2) | $5,000 | | Annual Equity Grant (3) | $65,000 | | Committee chair, and Lead Independent Director annual retainer | | | Board Chair retainer (1)(4) | $70,000 | | Lead Independent Director retainer (1) | $35,000 | | Annual Audit Committee Chair retainer (1) | $18,000 | | Annual Risk Committee Chair retainer (1)(5) | $35,500 | | Annual Compensation Committee Chair retainer (1) | $15,625 | | Annual Governance Committee Chair retainer (1) | $15,000 | | Annual Committee Chair retainer for Trust Committee (Bank) (1)(2) | $7,500 |

  89. Pay Versus Performance Disclosure

    (1) Payable in equal monthly installments. The Board of Directors of the Bank dissolved the Board Trust Committee effective July 2025. (3) Restricted Stock Units equivalent to $65,000 based on grant day price with one year vesting starting after the annual meeting. (4) As indicated above, approved effective November 2025, in connection with Mr. Almeida's appointment as Chair of the Board. (5) As indicated above increased to $35,500 effective November 2025. When applicable, non-employee directors are also reimbursed for their travel, lodging and related expenses incurred in connection with attending Board, committee, and shareholders meetings as well as any other designated Company events. Mr. Carlos Iafigliola who is a director but also serves, since November 2025, as the Company’s Interim CEO and therefore is an executive officer of the Company does not receive any compensation for services provided as a director. Gerald P. Plush who was a director and served as the Company’s Chairman, President & CEO until November 2025 and therefore was an executive officer of the Company did not receive any compensation for services provided as a director. 2025 Non-employee Director Compensation Table The following table provides information on 2025 compensation for each of our non-employee directors who served during 2025. The table below reflects payments made in connection with service on our Board, the Bank’s Board, the Company’s Board Committees, and the Bank’s Trust Committee as applicable.

  90. Pay Versus Performance Disclosure

    | | Fees Earned or Paid in Cash ($)(*)(1) | Stock Awards ($)(2)(*) | Total (*)($) | | Odilon Almeida (3)(4) | $102,083 | $64,990 | $167,073 | | Pamella J. Dana (3)(5) | $95,056 | $64,990 | $160,046 | | Miguel A. Capriles L. (6) | $23,238 | $— | $23,238 | | Erin D. Knight (5) | $76,500 | $64,990 | $141,490 | | Jack Kopnisky (7) | $33,894 | $— | $33,894 | | Lisa Lutoff-Perlo (8) | $63,683 | $64,990 | $128,673 | | Gustavo Marturet M. (8) | $75,622 | $64,990 | $140,612 | | Patricia Morrison (7) | $34,894 | — | $34,894 | | John W. Quill (3)(8) | $94,500 | $64,990 | $159,490 | | Ashaki Rucker (3)(4) | $89,125 | $64,990 | $154,115 | | Oscar Suarez (3)(8) | $92,000 | $64,990 | $156,990 | | Millar Wilson (3)(4) | $78,558 | $64,990 | $143,548 |

  91. Pay Versus Performance Disclosure

    (*) Amounts rounded to the nearest whole number. (1) Represents fees paid in cash for services provided to the Company and/or the Bank as a director, including retainers for board and committee service. (2) After the 2025 annual meeting, effective May 7, 2025, all directors except Mr. Capriles who did not stand for reelection and Mr. Kopnisky and Mrs. Morrison who were not elected until June 24, 2025 were each awarded 3,761 stock settled restricted stock units. Such restricted stock unit awards will vest on the first anniversary of the date of grant, provided that the grantee remains in continuous service as a director through the annual meeting of shareholders to be held in 2026. The grant date fair value provided in this column was computed in accordance with FASB ASC Topic 718. Refer to Note 1 “Business, Basis of Presentation and Summary of Significant Accounting Policies” and Note 14 “Incentive Compensation and Benefit Plans” to the consolidated audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 27, 2026 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. (3) Includes fees for service as Lead Independent Director, Chair of the Board, and/or Chair of a Board Committee; any committee chair rotation is pro-rated accordingly on a monthly basis. (4) Fees earned in cash include $6,000 for attendance at four unplanned board meetings. (5) Fees earned in cash include $7,500 for attendance at five unplanned board meetings and $1,000 for attendance at one unplanned Governance Committee meeting. (6) Mr. Capriles did not stand for reelection at the 2025 annual meeting. (7) Mr. Kopnisky and Mrs. Morrison joined the Board on June 24, 2025. (8) Fees earned in cash include $7,500 for attendance at five unplanned board meetings. The following table provides information about the outstanding share-based equity awards for each director that served the Company in 2025 that was not a named executive officer as of December 31, 2025:

  92. Pay Versus Performance Disclosure

    | | Stock Awards | | | Number of Shares or Units That Have Not Vested (#) | | Odilon Almeida (1) | 3,761 | | Pamella J. Dana (1) | 3,761 | | Miguel A. Capriles L. (2) | — | | Erin D. Knight (1) | 3,761 | | Jack Kopnisky (3) | — | | Lisa Lutoff-Perlo (1) | 3,761 | | Gustavo Marturet M. (1) | 3,761 | | Patricia Morrison (3) | — | | John W. Quill (1) | 3,761 | | Oscar Suarez (1) | 3,761 | | Ashaki Rucker (1) | 3,761 | | Millar Wilson (1) | 3,761 |

  93. Pay Versus Performance Disclosure

    (1) Represents a 3,761-stock settled restricted stock units award granted on May 7, 2025 that will vest on the first anniversary of the award, provided that the grantee remains in continuous service through the annual meeting of shareholders to be held in 2026. (2) Mr. Capriles did not stand for reelection at the 2025 annual meeting and was not awarded any restricted stock units in 2025. (3) Mr. Kopnisky and Mrs. Morrison were not elected to the Board until June 24, 2025 and were not awarded any restricted stock units in 2025. Equity Compensation Plan Information We currently maintain two equity compensation plans that provide for the issuance of shares of our common stock to our officers, other employees, and directors: (1) the Amerant Bancorp Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), and (2) the 2018 Equity and Incentive Compensation Plan (the “2018 Equity Plan”). The following table sets forth, as of December 31, 2025, certain information related to the foregoing plans under which shares of our Class A Voting Common Stock are authorized for issuance:

  94. Pay Versus Performance Disclosure

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity compensation plans approved by security holders | 547,006(1) | —(2) | 2,511,146(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 547,006 | — | 2,511,146 |

  95. Pay Versus Performance Disclosure

    (1) Includes the number of unissued shares subject to outstanding RSU awards to certain executives and other employees and the Company directors as well as the number of unissued shares subject to outstanding PSU awards (assuming target performance) to certain executives that will be settled in Class A Voting Common Stock. (2) There is no weighted-average exercise price to report because no options are outstanding under the 2018 Equity Plan and RSUs and PSUs do not have an exercise price. (3) Consists of 788,295 shares available under the ESPP, and 1,722,851 shares available under the 2018 Equity Plan. Proposal 2 — Say-on-Pay Section 14A of the Exchange Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), requires us to provide our shareholders an opportunity to vote to approve, on a non-binding, advisory basis, the compensation of its NEOs as disclosed in this Proxy Statement. The compensation of our NEOs is disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, the Board believes that the Company’s executive compensation philosophy, policies and procedures provide a strong link between each NEO’s compensation and the Company’s short- and long-term performance. The objective of our executive compensation program is to provide compensation that is competitive, variable based on our performance and aligned with the long-term interests of shareholders. We are asking our shareholders to indicate their support for our NEO compensation as described in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives the Company’s shareholders the opportunity to express their views on the compensation of our NEOs. Accordingly, shareholders are being asked to vote “FOR” the following resolution: “RESOLVED, that the shareholders of Amerant Bancorp Inc. approve, on an advisory basis, the compensation of the named executive officers, as described in the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and narrative disclosure contained in the 2026 Proxy Statement.” Our Board of Directors and our Compensation Committee believe that our commitment to responsible executive compensation practices as demonstrated by the compensation philosophy, policies and procedures as well as the compensation paid to our NEOs as described in the 2026 Proxy Statement justifies a vote by shareholders FOR the resolution approving the compensation of our NEOs. Your vote on this Proposal 2 is advisory, and therefore not binding on the Company, the Compensation Committee or the Board of Directors. The Board of Directors and Compensation Committee value the opinions of the Company’s shareholders and to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, the Company will consider its shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. Pursuant to our policy of providing an annual advisory vote on NEO compensation, we expect that our next advisory vote to approve NEO compensation will occur at our 2027 annual meeting of shareholders.

  96. Pay Versus Performance Disclosure

    | THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE NEOS OF THE COMPANY. |

  97. Pay Versus Performance Disclosure

    This proposal requires the favorable vote of the majority of votes cast for approval at the Annual Meeting by holders of our shares of Class A Voting Common Stock. Proposal 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm At the recommendation of the Audit Committee, the Board has appointed RSM US LLP (“RSM”), an independent registered public accounting firm and our independent auditor for the year ended December 31, 2025, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. This will be the seventh year that RSM will serve as our independent registered public accounting firm. The Audit Committee pre-approves any engagement of RSM and has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the independent registered public accounting firm and nominate an independent registered public accounting firm for shareholder approval. Representatives from RSM are expected to be present at the Annual Meeting, be available to respond to appropriate questions and have an opportunity to make a statement, if desired. Although shareholder approval of the selection of RSM is not required by law, the Board believes that it is advisable to give shareholders an opportunity to ratify this selection as a good corporate governance practice. If the shareholders fail to ratify the appointment of RSM, the Audit Committee may reconsider the selection. Independent Registered Public Accounting Firm Fees The following table shows the fees paid or accrued by the Company for the audit and other services for the fiscal years ended December 31, 2025 and 2024, including expenses (in millions):

  98. Pay Versus Performance Disclosure

    | | 2025* | 2024* | | Audit Fees | $1.5 | $1.6 | | Audit-Related Fees | ** | $0.2 | | Tax Fees (1) | $0.3 | $0.3 | | All Other Fees | — | — | | Total | $1.9 | $2.1 |

  99. Pay Versus Performance Disclosure

    * Rounded to the nearest whole number. ** Less than $100,000.00. (1) These tax services are mainly for the preparation of our and our subsidiaries’ annual federal income tax and resident state income tax returns for the tax year ended December 31, 2025 and December 31, 2024. The following is a description of the nature of the services comprising the fees disclosed in the table above for each of the four categories of services. The Audit Committee considered whether providing non-audit services was compatible with maintaining RSM’s independence.