Sec Form 4 Filing - Esterripa Juan @ Amerant Bancorp Inc. - 2025-02-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Esterripa Juan
2. Issuer Name and Ticker or Trading Symbol
Amerant Bancorp Inc. [ AMTB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See remarks
(Last) (First) (Middle)
C/O AMERANT BANCORP INC., 220 ALHAMBRA CR.
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2025
(Street)
CORAL GABLES, FL33134
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/18/2025 M 2,973 A $ 0 ( 1 ) 12,725.08 ( 2 ) D
Class A Common Stock 02/18/2025 F 882 ( 3 ) D $ 23.84 11,843.08 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units LTI 2024 $ 0 ( 1 ) 02/18/2025 M 2,973 ( 4 ) ( 4 ) Class A Common Stock 2,973 $ 0 5,947 D
Restricted Stock Units LTI 2025 $ 0 ( 1 ) 02/18/2025 A 8,887 ( 5 ) ( 5 ) Class A Common Stock 8,887 $ 0 8,887 D
Performance Based Restricted Stock Units LTI 2025 $ 0 ( 6 ) 02/18/2025 A 8,887 ( 7 ) ( 7 ) Class A Common Stock 8,887 $ 0 8,887 D
Restricted Stock Units $ 0 ( 1 ) 02/18/2025 A 11,535 ( 8 ) ( 8 ) Class A Common Stock 11,535 $ 0 25,106 ( 9 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Esterripa Juan
C/O AMERANT BANCORP INC.
220 ALHAMBRA CR.
CORAL GABLES, FL33134
See remarks
Signatures
/s/ Julio V. Pena, as Attorney-in-Fact for Juan Esterripa 02/20/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") is the economic equivalent of one share of Class A Common Stock.
( 2 )Includes 690.16 shares acquired under the Amerant Bancorp Inc. Employee Stock Purchase Plan on November 29, 2024.
( 3 )Reflects the shares of Class A Common Stock that were surrendered in order to satisfy the reporting person's tax withholding obligation upon the vesting of RSUs.
( 4 )On February 16, 2024, Mr. Esterripa was awarded 8,920 RSUs, each representing the right to receive, following vesting, one share of Class A Common Stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Esterripa remains in the continuous service of the Company or a subsidiary through each such date.
( 5 )On February 18, 2025, Mr. Esterripa was awarded 8,887 RSUs, each representing the right to receive, following vesting, one share of Class A Common Stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Esterripa remains in the continuous service of the Company or a subsidiary through each such date.
( 6 )Each performance-based restricted stock unit ("PSU") is the economic equivalent of one share of Class A Common Stock.
( 7 )PSUs awarded to Mr. Esterripa, each representing the right to receive, following vesting, one share of Class A Common Stock. The actual number of PSUs earned shall be based on the achievement of the Relative Adjusted Return on Average Total Common Equity at a Threshold, Target or Maximum level set by the Compensation and Human Capital Committee (the "Committee") futher modified by the achievement of specified Threshold, Target or Maximum levels set by the Committee of Relative Total Shareholder Return for a 3-year period beginning January 1, 2025 and ending on December 31, 2027, and in general can range from 40% to 180% of the PSUs. The number reported reflects the target number of PSUs Mr. Esterripa may earn.
( 8 )On February 18, 2025 Mr. Esterripa was awarded 11.535 RSUs as a one-time special recognition and retention award, each RSU represents the right to receive, following vesting, one share of Class A Common Stock. Twenty percent (20%) of the RSUs will vest on each of the first two anniversaries of the date of grant and the remaining sixty percent (60%) will vest on the third anniversary of the date of grant, provided that Mr. Esterripa remains in the continuous service of the Company or a subsidiary through each such date.
( 9 )Balance includes 13,571 unvested Restricted Stock Units awarded to Mr. Esterripa on April 17, 2023.

Remarks:
SEVP and Chief Commercial Banking Officer

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