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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3, 2025
amerantimagea03.jpg 
Amerant Bancorp Inc.
(Exact name of registrant as specified in its charter) 
Florida 001-38534 65-0032379
(State or other jurisdiction
of incorporation		 (Commission
file number)		 (IRS Employer
Identification Number)
220 Alhambra Circle
Coral Gables, Florida
33134
(Address of principal executive offices)(Zip Code)
(305) 460-8728
      (Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of exchange on which registered
Class A Common StockAMTBNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 4, 2025, Miguel A. Capriles, a member of the Board of Directors of Amerant Bancorp Inc. (the “Company”), notified the Company that he will not seek reelection as a director of the Company at the Company’s upcoming 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The decision of Mr. Capriles was not the result of any disagreement between Mr. Capriles and the Company relating to the Company’s operations, policies or practices. Mr. Capriles will continue to serve on the Board until the expiration of his current term at the Annual Meeting. Effective immediately before the Annual Meeting, the size of the Company’s Board will be reduced from 11 to 10 directors.

Item 8.01 Other Events

On March 3, 2025, the Company provided a Notice of Full Redemption to the holders of $60,000,000 aggregate principal amount of 5.75% Senior Notes due 2025 (the “Notes”), which complied with the requirement contained in the indenture and the supplemental indenture related to the Notes of providing a Notice of Full Redemption not more than 60 days and not less than 10 days prior to the redemption date. The Notes will be redeemed on April 1, 2025.

The Notes will be redeemed in full at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to but excluding the redemption date. The aggregate redemption price, including accrued interest, will total approximately $60.9 million. Interest on the Notes will no longer accrue on and after the redemption date. Payment of the redemption price for the Notes will be made by The Bank of New York Mellon, as trustee.

A copy of the Notice of Full Redemption is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Number
Exhibit
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: March 7, 2025 Amerant Bancorp Inc.
    
  By: /s/ Julio V. Pena
    Name: Julio V. Pena
    Title:  Senior Vice President,
Associate General Counsel and Corporate Secretary

NOTICE OF FULL REDEMPTION AMERANT BANCORP INC. ("Company") 5.75% Senior Notes due 2025 ("Notes") Indenture dated as of June 23, 2020 ("Indenture") First Supplemental Indenture dated as of June 23, 2020 ("Supplemental Indenture") CUSIP # 023576 AA9* AMERANT BANCORP INC. hereby gives notice of its election, pursuant to Section 3.01 of the Supplemental Indenture, to redeem, on April 1, 2025, all outstanding Notes ("Redemption"). This Notice is being provided by the Company pursuant to Section 11.4 of the Indenture and Section 3.01 of the Supplemental Indenture. Capitalized terms used but not defined herein shall have the meanings given thereto in the Indenture. Please note the following information with respect to the Redemption: 1. Redemption Date: April 1, 2025. 2. Redemption Price: 100% of the principal amount of each Note being redeemed, plus accrued and unpaid interest thereon. The Redemption Price shall become due and payable on the Redemption Date. 3. Full Redemption: The entire principal amount of all Notes outstanding shall be redeemed. 4. CUSIP # 023576 AA9* 5. Interest Accrual: Interest on the Notes will cease to accrue on and after the Redemption Date. 6. Paying Agent: The Bank of New York Mellon 240 Greenwich Street New York, NY 10286 7. Additional Information: The Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for Redemption. Unless the Company defaults in making such redemption payment, interest on the Notes called for redemption ceases to accrue on and after the Redemption Date. The address for delivery of the Notes is as follows: Registered or Certified Mail: The Bank of New York Mellon Attn: Transfers/Redemptions 2322 French Settlement Rd. Regular Mail or Courier: The Bank of New York Mellon Attn: Transfers/Redemptions 2322 French Settlement Rd. In Person by Hand Only: The Bank of New York Mellon Attn: Transfers/Redemptions 2322 French Settlement Rd.

 
Notice of Redemption AMERANT BANCORP INC. – 5.75% Senior Notes due 2025 2 Building 100 Dallas, TX 75212 Building 100 Dallas, TX 75212 Building 100 Dallas, TX 75212 *This CUSIP Number has been assigned to this issue by Standard & Poor's Corporation and is included solely for the convenience of the Holders of the Notes. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP Number, nor is any representation made as to its correctness on any Note or as indicated in any redemption notice. Under the U.S. federal tax laws, a U.S. holder of the Notes may be subject to information reporting requirements and backup withholding (currently at a rate of 24%) with respect to the receipt of the Redemption Price unless the U.S. holder (i) is an exempt recipient and, when required, properly establishes its exemption or (ii) in the case of backup withholding, provides the Paying Agent a correct Taxpayer Identification Number and makes certain certifications under penalties of perjury on IRS Form W-9. Backup withholding is not an additional tax and any amount withheld under the backup withholding rules may be allowed as a refund or a credit against the U.S. holder's U.S. federal income tax liability provided the required information is timely furnished to the U.S. Internal Revenue Service. Different rules may apply to non-U.S. holders and non-U.S. holders are encouraged to consult their own tax advisors as to their qualification for exemption from backup withholdings and the procedure for obtaining such exemption. AMERANT BANCORP INC. By: /s/ Sharymar Calderon Name: Sharymar Calderon Title: SEVP & Chief Financial Officer March 3, 2025

 
v3.25.0.1
Cover Page
Mar. 03, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 03, 2025
Entity Registrant Name Amerant Bancorp Inc.
Entity Incorporation, State or Country Code FL
Entity File Number 001-38534
Entity Tax Identification Number 65-0032379
Entity Address, Address Line One 220 Alhambra Circle
Entity Address, City or Town Coral Gables
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33134
City Area Code 305
Local Phone Number 460-8728
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock
Trading Symbol AMTB
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001734342
Amendment Flag false
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