UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

AMERANT BANCORP INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of filing fee (Check all boxes that apply):

Notice of Annual Meeting of Shareholders to be held on June 2, 2026

To the Shareholders of Amerant Bancorp Inc.:

Notice is hereby given that the annual meeting (“Annual Meeting”) of the shareholders of Amerant Bancorp Inc. (“Amerant”, the “Company,” “we,” “us” or “our”) will be held on June 2, 2026, at 8:00 a.m., Eastern Time in a virtual meeting format only. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit questions at www.virtualshareholdermeeting.com/AMTB2026.

There is no physical location for the Annual Meeting and you will not be able to attend the Annual Meeting physically in-person. The Annual Meeting will begin promptly at 8:00 a.m., Eastern Time.

A recording of the Annual Meeting, including any questions asked and answers given, will be available for a period of 12 months following the Annual Meeting at www.virtualshareholdermeeting.com/AMTB2026. Please refer to the “Questions and Answers about the Proxy Materials and the Annual Meeting” section of this Proxy Statement for more details on how to attend the Annual Meeting.

The Annual Meeting is for the following purposes:

Shareholders of record at the close of business on April 7, 2026, are entitled to notice of and to vote at the Annual Meeting. We are taking advantage of the Securities and Exchange Commission rules allowing us to furnish proxy materials to shareholders on the Internet. We believe that these rules provide you with proxy materials more quickly and reduce the environmental impact of our Annual Meeting. Accordingly, we are mailing to shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review our Notice and Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2025.

It is important that your shares be represented and voted at the meeting. You have the following options for voting your shares:

(i) vote via the internet;

(ii) vote via the telephone;

(iii) complete and return the proxy card sent to you; or

(iv) vote electronically during the virtual meeting.

If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting these materials in the proxy statement.

Table of Contents

Proxy Statement Summary

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Amerant Bancorp Inc. (“Amerant,” the “Company,” “we,” or “us”) of proxies to be voted at the 2026 annual meeting of shareholders of the Company or any postponement or adjournment thereof (the “Annual Meeting”). The Annual Meeting will be held virtually over the Internet on Tuesday, June 2, 2026 at 8:00 a.m. Eastern Time.

These proxy solicitation materials and our Annual Report to shareholders for the year ended December 31, 2025, including related financial statements, were first made available to our shareholders entitled to notice of and to vote at the Annual Meeting on or about April 21, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 2, 2026 — our Annual Report to Shareholders, this proxy statement and the related proxy card are available at www.proxyvote.com. The content on any website referred to in this proxy statement is not incorporated by reference into this proxy statement unless expressly noted.

This proxy statement summary highlights important information contained elsewhere in the proxy statement. Since it does not contain all the information you should consider before voting your shares, please read the entire proxy statement carefully before voting.

Voting matters

Shareholders will be asked to vote on the following matters:

Board Structure and Governance Highlights

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.

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*

* Based on non-employee nominee directors

Proposal 1 — Election of 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.

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.

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.

Corporate Governance

Meetings and Attendance

During the fiscal year ended December 31, 2025, the Board held 14 meetings. In addition, the Board held a two-day special session in the third quarter of 2025 to discuss the strategy for the 2026-28 period.

All directors attended at least 75% of the aggregate of (i) the Board meetings held during their tenure as directors during 2025 and (ii) the meetings of any committees held during their tenure as members of such committees during 2025.

The Board’s unwritten policy regarding director attendance at the annual meeting of shareholders is that directors are encouraged but not required to attend the annual meeting. All of the then-incumbent members of the Board attended in the 2025 annual meeting of shareholders.

Executive Sessions of the Independent Directors

The Company’s independent directors meet separately from the other directors and management in regularly scheduled executive sessions at least twice annually, and at such other times as may be deemed appropriate by the Chair of the Board of Directors, the Lead Independent Director, if applicable, or the other independent directors. Our Board believes this is an important governance practice that enables the Board to discuss matters without management present. In 2025, through May, Pamella J. Dana, in her capacity as Lead Independent Director, presided over the executive sessions of the independent directors. Beginning in May 2025, Odilon Almeida presided over the executive sessions of the independent directors, first as Lead Independent Director until November 2025 and, since November 2025, as Chair of the Board of Directors. Any independent director may call an executive session of independent directors at any time. The independent directors met six times in executive session without management in 2025.

Director Orientation and Continuing Education

Our director education program assists Board members in fulfilling their responsibilities. To facilitate integration into their roles, the Governance Committee working with management provides an orientation program for new directors. The director orientation program is designed to familiarize new directors with the Company’s history, mission, vision, precepts, strategic plan, business, senior leadership, risk management and compliance matters, Corporate Governance Guidelines, Code of Conduct and Ethics, Insider Trading Policy and other key policies and practices. The orientation program is delivered via in-person or virtual session(s) through a comprehensive review of background materials and senior management briefings.

Continuing education is provided through presentations from senior management and from third-party subject matter experts on subjects that are relevant to our business and operations. These presentations may occur as part of regular meetings of the board and/or its committees. In 2025, directors were provided with education on subjects including the following: state of banking and industry trends; best practices and outlook on artificial intelligence for the financial services industry; and key laws, regulations, and supervisory requirements applicable to the Company and its subsidiaries.

In addition, we encourage our directors to participate in continuing director education programs offered by third parties including industry forums on business, risk, audit, financial, accounting, legal, and other subjects relevant to the Company’s business to help them stay current on emerging practices and issues and in carrying out their responsibilities. The Company reimburses reasonable costs and expenses incurred by directors for continuing education that is relevant to public companies and to their roles as directors.

Finally, through memberships in the National Association of Corporate Directors and BankDirector, which are paid by the Company, our directors have access and take advantage of on demand learning courses, materials, and other resources.

Board Committees

The standing committees of the Board consist of the Audit Committee, the Compensation and Human Capital Committee (the “Compensation Committee”), the Governance Committee and the Risk Committee. The composition of each Board committee as of the date of this proxy statement and the number of meetings held in 2025 by each Committee are set forth below:

* In accordance with the listing standards of the NYSE and the applicable rules of the SEC.

** Dr. Dana is not standing for reelection to the Board of Directors at the Company’s Annual Meeting and Dr. Dana's term as a director of the Company and a member of the Board committees listed above will end immediately before the Annual Meeting on June 2, 2026.

*** Mr. Wilson ceased to be an executive officer of the Company in March 2021 and was not independent under the listing standards of the NYSE in 2024. Since January of 2025, the Board deems Mr. Wilson to be independent, see “Proposal 1 – Election of Directors – Directors and Nominees” in this Proxy Statement.

● = Member

I = Independent

(C) = Committee Chair

Each of the standing committees of the Board has a charter specifying such committee’s duties and responsibilities. Each committee charter is reviewed at least annually. The charters of the committees of the Board are available on our website at https://investor.amerantbank.com/corporate-governance/governance-documents-charters. You may also request copies of our committee charters free of charge by writing to our investor relations team at investorrelations@amerantbank.com or via mail addressed to “Investor Relations” at 220 Alhambra Circle, Coral Gables, Florida 33134.

Key Committee Responsibilities

Audit Committee

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that all Audit Committee members are independent under the NYSE and SEC rules and that each member is “financially literate”. The Board has also determined that Mr. Suarez qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Key responsibilities:

Compensation and Human Capital Committee

The Board has determined that all Compensation Committee members are independent under the NYSE and SEC rules.

Key responsibilities:

The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee and it may also delegate to one or more officers of the Company its authority to approve grants of stock options and other equity-based awards, subject to the terms and conditions of such delegation and applicable plans and law. Except for the delegation of its authority to grant restricted stock under the 2018 Equity and Incentive Compensation Plan as more fully described below, the Compensation Committee has not delegated any portion of its duties and responsibilities at this time.

In January 2025, the Compensation Committee delegated its authority to grant certain equity compensation awards under the 2018 Equity and Incentive Compensation 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 (i) provided that he 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.

Compensation Committee Interlocks and Insider Participation

From January through July 2025, the Compensation Committee was comprised of Ashaki Rucker, who Chairs the Compensation Committee, Pamella J. Dana, Gustavo Marturet M., and Oscar Suarez. From July through December 2025, the Compensation Committee consisted of Ashaki Rucker, Pamella J. Dana, Jack Kopnisky, Gustavo Marturet M., and Oscar Suarez. None of the members of the Compensation Committee in 2025 had any interlocks required to be disclosed under Item 407(e)(4) of Regulation S-K.

Except for Mr. Marturet M., none of the members of the Compensation Committee in 2025 had any relationships requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. Mr. Marturet M.’s brother-in-law is a salaried employee but not an executive officer of the Company and received total compensation of approximately $289,000 in 2025. 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.

During 2025, none of our executive officers served as a member of the compensation committee or the board of directors of any other company that has one or more executive officers serving on our Board or our Compensation Committee.

Corporate Governance, Nominating and Sustainability Committee

The Board has determined that all Governance Committee members are independent under the NYSE and SEC rules.

Key responsibilities:

Risk Committee

The Board has determined that all Risk Committee members are independent under the NYSE and SEC rules.

Key responsibilities:

The Risk Committee also meets periodically in separate executive sessions with members of management, including the Chief Risk Officer, the Chief Credit Officer, the Head of Credit Review, and the Chief Compliance/AML Officer.

Board Leadership Structure

The Board’s primary responsibility is to provide effective governance over the Company’s affairs and seeing that our business is managed to meet our goals and objectives and that the long-term interests of our shareholders are served. The Corporate Governance Guidelines adopted by the Board do not establish a fixed policy with respect to the separation of the offices of Chairperson and Chief Executive Officer. The Board believes that it should have flexibility to select the Chairperson and decide on the Board leadership structure, from time to time, in the context of the Company’s specific circumstances at the time the determination is made and based on considerations that it deems to be in the best interests of the Company and its shareholders. The Bylaws of the Company and the Corporate Governance Guidelines provide that in the event the positions of Chairperson and Chief Executive Officer are held by the same person, the Board of Directors must appoint a Lead Independent Director from among its non-executive members.

Change in Leadership Structure

In November 2025, Gerald P. Plush stepped down from his roles as Chairman, President, and Chief Executive Officer and resigned as a member of the Board of Directors of the Company. On November 5, 2025, the Board of Directors

appointed Carlos Iafigliola, who was then serving as Senior Executive Vice President and Chief Operating Officer of the Company, as Interim Chief Executive Officer (the “CEO Transition”).

Prior to the CEO Transition, the roles of Chair and CEO were combined, and accordingly a Lead Independent Director was appointed; Dr. Dana served as Lead Independent Director from May 2022 to May 2025, after which Mr. Almeida served in that role from May 2025 until his appointment as Chair of the Board in November 2025.

In connection with the CEO Transition, following an evaluation of the Company’s leadership structure and governance practices, the Board concluded that the separation of the Chair and CEO roles is in the best interests of the Company and its shareholders at this time. The Board believes that this structure represents an effective governance framework for the Company, as it enhances independent Board leadership, strengthens Board oversight, and allows the Interim Chief Executive Officer to focus on the management and day‑to‑day operations of the Company.

In connection with the separation of the Chair and CEO roles, the Board appointed Odilon Almeida to serve as Chair of the Board, effective November 5, 2025. Mr. Almeida has served as a member of the Board since January 2025 and served as the Company’s Lead Independent Director from May 7, 2025 until his appointment as Chair. In appointing Mr. Almeida, the Board considered his performance as Lead Independent Director and Board member, his working relationship with the other directors, his extensive experience as a senior executive and director of public companies, and the strategic perspective brings to the role of Chair of the Board.

The primary responsibilities of the Chair of the Board include the following:

The Board leadership and oversight framework is complemented by talented and experienced independent directors and the standing committees of the Board. The Company believes that the current Board leadership structure, policies, and practices, when combined with the Company’s other governance policies and procedures, is appropriate and serves the best interest of our shareholders.

Board and Board Committee Performance Evaluations

Each year, the Governance Committee organizes and oversees an annual performance evaluation of the Board, its Committees, and the directors. The evaluation process is aimed at assessing the performance of the Board, its Committees and its overall effectiveness in fulfilling its responsibilities as well as identifying areas for improvement.

The Governance Committee and the full Board regularly review the Board’s annual self‑evaluation process. In connection with the 2025 evaluation, the Governance Committee recommended, and the Board approved, the engagement of an independent third‑party consultant to conduct confidential individual director interviews and to lead a discussion with the Board regarding the results of the evaluation. In determining to utilize a third‑party facilitator, the Governance Committee considered the benefits of refreshing the evaluation process, obtaining more detailed individual director feedback, and leveraging the experience and perspective of an external governance expert. The selected third-party consultant is a recognized governance expert with significant experience conducting board effectiveness reviews for public companies. The Board expects to continue to periodically alternate between internally administered self‑assessment questionnaires and third‑party‑facilitated evaluations, based on the recommendations of the Governance Committee.

For the 2025 evaluation process, the independent third‑party facilitator conducted confidential interviews with each director then serving on the Board, covering a wide range of topics designed to elicit directors’ perspectives on the effectiveness of the Board and its committees, as well as the contributions of individual directors. Following completion of the interviews, the facilitator led a discussion with the full Board regarding the results of the Board evaluation. In addition, the facilitator oversaw a structured peer‑feedback process through which each director received developmental feedback from fellow directors.

In response to feedback from these evaluations, our Board and Committees work with management to improve processes and procedures to enhance the Board and Committees effectiveness. In response to feedback from our Board and Committees in 2025, we:

Succession Planning

CEO and management succession planning are the responsibility of the Board. The Governance Committee is charged with assisting the Board in evaluating potential successors to the Company’s Chief Executive Officer, as well as with the annual review and recommendation to the Board of an emergency and temporary CEO and a succession plan for other key positions. In addition, the Compensation Committee oversees our talent management efforts and assists the Board in identifying and developing the Company’s future leaders.

In 2024, the Governance Committee retained the services of a reputable third-party leadership advisory firm, to assist the Governance Committee and the Board in establishing a CEO succession planning framework and process. With the assistance of the third-party leadership firm, the Governance Committee and the Board began developing a role specification that considers the experience, leadership capabilities, skills and attributes that the Board believes are most critical to leadership of the Company considering our business strategy, industry trends and challenges.

In furtherance of this succession planning process, the Governance Committee and the Board leveraged the services of the third-party leadership advisory firm to assess potential future internal candidates. The results of these assessments were discussed with the full Board along with the executive development plans for those individuals. In addition, to these assessments, these individuals and other members of senior management from business and support units regularly present to the Board in regular meetings of the Board and strategy sessions. These interactions provide Board members the ongoing ability to assess the capabilities and development of these senior leaders.

CEO Transition and Search

As previously indicated, in November 2025, Gerald P. Plush stepped down from his roles as Chairman, President, and Chief Executive Officer and resigned as a member of the Board of Directors of the Company. On November 5, 2025, the Board of Directors appointed Carlos Iafigliola, who was then serving as Senior Executive Vice President and Chief Operating Officer of the Company, as Interim Chief Executive Officer.

Since November 2025, the Governance Committee and the Board have been conducting a search for a permanent Chief Executive Officer with the assistance of the same third‑party leadership advisory firm that previously supported the Company in developing its CEO succession planning framework and process. As of the date of this proxy statement, the search remains ongoing and includes consideration of both external candidates and Mr. Iafigliola.

Risk Oversight

Information Security Oversight

Information Security is a significant component of our enterprise risk management framework. We are actively engaged in identifying and managing cybersecurity risks. Protecting company data, non-public customer and employee data, and the systems that collect, process, and maintain this information is deemed critical. We have an enterprise-wide Information Security Program, which is designed to protect the confidentiality, integrity and availability of customer non-public information and company data. The Information Security Program was also designed to protect our operations and assets through a continuous and comprehensive cybersecurity detection, protection and prevention program. For additional information on our Information Security Program, see Item 1C. Cybersecurity in our Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 27, 2026 with the SEC.

Community Involvement and Engagement

Amerant has a long and proud history of community involvement and engagement. The Company aims to support the communities it serves through the promotion of economic opportunity, financial education, and overall community well-being. In 2025, our community engagement efforts continued to emphasize long‑term, sustainable impact by fostering economic development, expanding access to financial resources, and supporting organizations that strengthen the social fabric of our communities.

Oversight of these efforts is provided by senior management, with regular reporting to the Governance Committee. Our community involvement efforts are designed to align with our role as a relationship‑focused community bank. We have developed a framework to identify opportunities that can make a positive impact in everything that we do through our operations, products, and services. We want to create social and environmental value for our people, communities, and customers.

In 2025, we continued to prioritize initiatives that expand economic opportunity and support social and economic mobility.

Financial education remains a core component of our community engagement strategy. In 2025, the Company expanded its financial literacy efforts through partnerships with nonprofit organizations, schools, and youth programs. Through these programs, we seek to equip individuals and families with practical financial knowledge and tools that support long‑term financial stability and economic opportunity. Highlights included:

During 2025, our community contributions were allocated across four primary focus areas:

Together, investments in economic development and education represented more than 70% of total community giving, reflecting an emphasis on long‑term impact while maintaining balanced support for other critical community priorities.

Identification and Evaluation of Director Candidates

The Governance Committee and the Board regularly review the size and composition of the Board. The Governance Committee is responsible for identifying and recommending to the Board potential directors for nomination. The Governance Committee also considers Board succession planning and committee membership.

With the advice of a reputable third-party advisory firm retained to assist and advise with board succession planning, the Governance Committee developed a process for the review and analysis of the Board’s composition, including identification of priority characteristics related to experience, expertise, skills, attributes and diversity of future director candidates as well as an assessment of incumbent directors aimed at evaluating each director’s performance, contribution, judgment, skills, level of engagement, tenure, and meeting attendance record.

If the Governance Committee determines that adding a new director is advisable or if a vacancy on the Board arises, the Governance Committee uses a variety of methods for identifying potential director candidates, including third-party search firms, as well as considering candidates proposed by directors and management.

Additionally, the Governance Committee will consider persons nominated by shareholders in compliance with applicable law and our Bylaws and recommend to the full Board whether such nominee should be included with the Board’s nominees for election by shareholders. Our Bylaws contain provisions that address the process (including the required information and deadlines) by which a shareholder of our Class A Voting Common Stock may nominate an individual for consideration by the Governance Committee to stand for election at an annual meeting of shareholders. Our Bylaws provide certain requirements as to the form and content of a Nominating Shareholder’s notice. These provisions may preclude shareholders from making nominations for directors at an annual meeting of shareholders. See the section titled “Shareholder Proposals for the 2027 Annual Meeting” in this Proxy Statement.

Information regarding potential candidates is presented to the Governance Committee, which then evaluates the candidates based on the needs of the Board at that time and the qualifications, skills, attributes and experience of the candidates. The Governance Committee considers and evaluates all candidates according to the same criteria, regardless of whether the candidate is recommended by the Governance Committee, a shareholder, another director, management or another third party. The evaluation is aimed at ensuring that the Board, as a whole, possesses the qualifications, skills, attributes and experience relevant for effectively performing its role in corporate oversight and governance.

As more fully detailed in the Company’s Corporate Governance Guidelines, the Governance Committee seeks directors who:

The Governance Committee and the Board believe that diversity contributes to the overall effectiveness of the Board and consider that it is relevant for the Board to have a wealth of experience to inform its decisions. As detailed in the Company’s Corporate Governance Guidelines, diversity is conceptualized expansively and includes work experience, professional skills, education, race, ethnicity, gender and other qualities or attributes that may contribute to Board heterogeneity. In addition, the process of evaluating and nominating directors also considers issues of judgment, conflicts of interest, integrity, ethics and commitment to the goal of maximizing shareholder value as well as the interplay of the individual director’s or possible nominee’s experience with the experience of the Board and the extent to which the individual director or possible nominee would be a desirable addition to the Board and its committees. The goal of this process is to assemble a group of directors with deep, varied experience, sound judgment and commitment to the Company’s success. Accordingly, the Governance Committee considers not only an individual director’s or possible nominee’s qualities, performance, and professional responsibilities, but also the then-current composition of the Board and the challenges and needs of the Board to ensure that the Board, at any time, is comprised of a diverse group of members who, individually and collectively, best serve the needs of the Company and its shareholders.

In 2025, the Corporate Governance Committee used the same reputable third-party firm that assisted and advised the Governance Committee and the Board with board succession planning to assist: (i) in identifying potential Board candidates who meet the qualification and experience requirements defined by the Governance Committee and the Board; and (ii) to compile and evaluate information regarding each such candidate’s qualifications, experience, and education. In connection with the search process, the Governance Committee requested that the firm prioritize candidates with public company experience as a chief executive officer or other C‑suite executive, relevant experience in financial institutions and in areas such as technology and/or cybersecurity, and, where possible, prior public company board service experience, as well as candidates who reside within the markets the Company serves. Through this engagement, our third-party search firm identified Mr. Kopnisky and Mrs. Morrison as nominees, each of whom were appointed to our Board on June 24, 2025.

Shareholder Engagement

The Board recognizes the value of developing and maintaining solid relationships with the Company’s shareholders and other stakeholders to understand their viewpoints on relevant issues such as risk management, corporate governance and sustainability. The Company engages with its shareholders on a regular basis, not limited to the proxy season.

Our senior management, including the Company's CEO, our Chief Financial Officer and our Head of Investor Relations and Sustainability, routinely participates in investor and industry conferences throughout the year to share information on our corporate strategy, financial performance, long-term objectives, liquidity and capital management, corporate governance and sustainability related matters. Feedback and perspectives received in these events are reported by senior management to the Board. In addition, senior management also holds regular discussions with investment bankers, analysts, proxy advisory firms, rating agencies, and consultants on issues of importance to our stakeholders.

At the Company’s 2024 Annual Meeting of Shareholders, shareholders approved the advisory proposal on the compensation of the Company’s named executive officers, with 79.3% of the votes cast in favor of the proposal. The Compensation Committee viewed this level of support as an indication that additional shareholder engagement was warranted to better understand the perspectives of certain shareholders regarding the Company’s executive compensation program and overall investor experience. Following the 2024 Annual Meeting, the Company undertook a shareholder outreach initiative to solicit feedback on its executive compensation program and plan design. As a result of this outreach, from the fourth quarter of 2024 through the eve of the Company’s 2025 Annual Meeting of Shareholders, the Company engaged in discussions with shareholders representing approximately 27% of the Company’s outstanding shares. For additional information regarding this outreach, including a summary of shareholder feedback and responsive actions taken by the Compensation Committee, see “2025 Say‑on‑Pay Vote and Shareholder Engagement” in the Compensation Discussion and Analysis section of this Proxy Statement.

In addition, as provided in our Corporate Governance Guidelines, in response to shareholders’ vote, the Board shall perform an assessment in instances where 25% or more of the shareholders vote against a management-sponsored proposal or vote for a shareholder proposal. The assessment shall closely examine the concerns of shareholders and,

where appropriate, respond to those concerns. Since we became a public company, none of management’s sponsored proposals have received a vote against of 25% or more and we have never received a shareholder proposal for consideration in our previous annual meetings.

Communications with Directors

Shareholders and other interested parties who would like to send communications to our Board, any Board committee, the Chair of our Board, the Chairs of our Board committees, or our Independent Directors as a group may do so by submitting such communications to the care of our Corporate Secretary. Please send your correspondence to corporatesecretary@amerantbank.com or:

Amerant Bancorp Inc.

Attention: Board of Directors or Board Member

c/o Corporate Secretary

Amerant Bancorp Inc.

220 Alhambra Circle

Coral Gables, Florida 33134

The name of any specific intended Board recipients should be clearly noted in the communication. We suggest, but do not require, that such communications include the name and contact information of the shareholder or other individual sending the communication and a description of the matter that is the subject of the communication. All communications will be compiled by the Corporate Secretary of the Company and submitted to the Board or each applicable director as appropriate, depending on the facts and circumstances outlined in the communication. The Corporate Secretary will not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, is offensive, hostile, threatening, illegal or otherwise inappropriate.

Code of Ethics

We have adopted a Code of Conduct and Ethics that applies to our directors and employees, including our principal executive officer, principal financial officer, and principal accounting officer and persons performing similar functions.

Our Board reviews the Code of Conduct and Ethics on an annual basis. Directors, executive officers and other team members conduct periodic learning courses on the implementation of the Code of Conduct and Ethics and certify their completion on an annual basis.

The Code of Conduct and Ethics is available on our website at https://investor.amerantbank.com/corporate-governance/governance-documents-charters. We will post any amendments to or waivers of our Code of Conduct and Ethics at the same location on our website.

Report of the Audit Committee

The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements and reporting process; the qualifications, independence, and performance of the independent registered public accounting firm; and the performance of the internal audit function.

Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls over financial reporting. The Company’s independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements and internal controls over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue a report thereon. Members of the Audit Committee are not full-time employees of the Company and are not, and do not represent themselves to be, performing the functions of auditors or accountants. Accordingly, as described above, the Audit Committee provides oversight of the responsibilities of management and the independent registered public accounting firm.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2025 with management and with RSM US LLP (“RSM”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025. The Audit Committee has also discussed with RSM those matters required to be discussed by applicable requirements of the PCAOB and the Securities and Exchange Commission, including the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees.

In addition, the Audit Committee has received the written disclosures and the letter from RSM required by the PCAOB’s Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, as currently in effect, and the Audit Committee has discussed RSM’s independence with RSM.

Based on the reviews and discussions described in this Report, and subject to the limitations of the role and responsibilities of the Audit Committee referred to above and as provided in its written charter, the Audit Committee recommended that the Board approve the inclusion of the Company’s audited financial statements in Amerant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 that was filed on February 27, 2026 with the Securities and Exchange Commission.

Audit Committee

Oscar Suarez, Chair

Erin D. Knight

Lisa Lutoff-Perlo

Patricia Morrison

John W. Quill

Millar Wilson

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information with respect to the beneficial ownership of our Class A Voting Common Stock and Class A Non-Voting Common Stock as of April 7, 2026 (unless otherwise indicated), for:

As of the date set forth above, we had 39,062,373 shares of Class A Voting Common Stock outstanding and 740,000 shares of Class A Non-Voting Common Stock outstanding.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise noted in the footnotes below, each holder identified below has sole voting and investment power with respect to such securities. Unless otherwise provided, the address of each holder listed is c/o Amerant Bancorp Inc., 220 Alhambra Circle, Coral Gables, Florida 33134.