| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/10/2025 |
3. Issuer Name and Ticker or Trading Symbol
Amerant Bancorp Inc. [ AMTB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Class A Common Stock | 4,489(1) | D |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units LTI 2023 | (2) | (2) | Class A Common Stock | 500 | 0(3) | D | |
| Restricted Stock Units LTI 2024 | (4) | (4) | Class A Common Stock | 1,000 | 0(3) | D | |
| Restricted Stock Units Promotion | (5) | (5) | Class A Common Stock | 1,200 | 0(3) | D | |
| Performance Based Restricted Stock Units LTI 2025 | (6) | (6) | Class A Common Stock | 2,500 | 0(3) | D | |
| Explanation of Responses: |
| 1. Includes 4,156 shares of Class A Common Stock owned outright and 333 unvested shares of Class A Common Stock granted to the reporting owner in the form of restricted stock on January 11, 2023, which are scheduled to vest on January 11, 2026. |
| 2. On February 16, 2023, Mr. Rodriguez was awarded 1,500 Restricted Stock Units (RSUs) each representing the right to receive, following vesting, one share of Class A Common Stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Rodriguez remains in the continuous service of the Company or a subsidiary through each such date. |
| 3. Each RSU is the economic equivalent of one share of Class A Common Stock. |
| 4. On February 16, 2024, Mr. Rodriguez was awarded 1,500 RSUs, each representing the right to receive, following vesting, one share of Class A Common Stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Rodriguez remains in the continuous service of the Company or a subsidiary through each such date. |
| 5. On May 28, 2024, Mr. Rodriguez was awarded 1,500 RSUs, each representing the right to receive, following vesting, one share of Class A Common Stock. Twenty percent (20%) of the restricted stock units vests 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. Rodriguez remains in the continuous service of the Company or a subsidiary through each such date. |
| 6. On February 18, 2025, Mr. Rodriguez was awarded 2,500 RSUs each representing the right to receive, following vesting, one share of Class A Common Stock. The award vests in substantially equal installments on each of the first three anniversaries of the date of grant, provided that Mr. Rodriguez remains in the continuous service of the Company or a subsidiary through each such date. |
| Remarks: |
| EVP, Interim Chief Operating Officer |
| /s/ Julio Pena, as Attorney-in-Fact for Adrian Rodriguez | 12/17/2025 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.