8-K

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): June 24, 2025

Amerant Bancorp Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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).

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 June 24, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of Amerant Bancorp Inc. (the “Company”) authorized increasing the size of the Board from ten (10) to twelve (12) members, and thereafter appointed Patricia (“Patty”) Morrison and Jack Kopnisky to serve as members of the Company’s Board, with such appointments to be effective as of the Effective Date. The appointment of the two directors was based upon the recommendation of the Corporate Governance, Nominating and Sustainability Committee of the Board. Each of the two newly appointed directors will serve until the 2026 Annual Meeting, subject to his or her earlier death, or until they shall resign or shall have been removed from office in the manner provided in the Company’s Amended and Restated Bylaws. Each of the two appointed directors will also be appointed to the Board of Directors of the Company’s wholly owned bank subsidiary, Amerant Bank, N.A. (the “Bank”). The appointments of Mrs. Morrison and Mr. Kopnisky were not pursuant to any arrangement or understanding between each of the directors and any other person.

As of the date of this Current Report on Form 8-K, the Board has not appointed either of the two newly appointed directors to serve on any committees of the Board and has not made a decision regarding which committee(s) of the Board, if any, each of the two newly appointed directors is expected to be appointed to in the future.

Neither Mrs. Morrison or Mr. Kopnisky have any transactions reportable under Item 404(a) of Regulation S-K. As newly appointed non-employee directors of the Board in 2025, each of the appointed directors are each entitled to a pro-rata portion of the $46,000 annual retainer for service on the Board. If Mrs. Morrison and Mr. Kopnisky are appointed to serve on any committee(s) of the Board they shall each be entitled to a pro-rata portion of the annual retainer for service on each of the Company Board Committees to which they are appointed. These amounts will be pro-rated for 2025, based upon time of service as a Company director. Each newly appointed director shall also be entitled to any annual equity compensation granted to members of the Board in the form of restricted stock units.

Item 8.01 Other Events

On June 24, 2025, the Company issued a press release announcing the appointment of Mrs. Morrison and Mr. Kopnisky to the Boards of Directors of the Company and the Bank. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

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.

boardmembersappointment-

Media Contacts: Alexis Dominguez mediarelations@amerantbank.com Investors: Laura Rossi InvestorRelations@amerantbank.com (305) 460-8728 AMERANT BANCORP ANNOUNCES APPOINTMENT OF TWO NEW BOARD MEMBERS CORAL GABLES, FL (June 24, 2025) – Amerant Bancorp Inc. (NYSE: AMTB) ("Amerant" or "the Company") and its subsidiary, Amerant Bank, N.A. (the “Bank”), today announced the appointment of two accomplished executives, Patricia “Patty" Morrison and Jack Kopnisky, to the Board of Directors of the Company and the Bank. Their addition reflects the Company’s continued commitment to strategic growth and further strengthening of the Board of Directors and executive management. “We are delighted to welcome both Patty and Jack to our Board of Directors,” said Jerry Plush, Chairman and CEO of Amerant and the Bank. “Patty’s deep technology leadership and extensive board expertise, paired with Jack’s enviable experience in leading high performing publicly traded financial services organizations, will be invaluable as we continue to grow and evolve Amerant into Florida’s bank of choice. Their insights and guidance will help us achieve our ongoing commitment to delivering long-term value to our customers, shareholders, and communities.” Patricia “Patty” Morrison is a highly respected information technology executive with a track record of success across multiple Fortune 500 companies. As a former Chief Information Officer of Cardinal Health, she led global technology operations and customer support functions. Her previous leadership roles at Motorola, Office Depot, PepsiCo, and GE reflect her deep expertise in cybersecurity, digital transformation, and large-scale IT execution. With extensive experience serving on the boards of prominent public companies, Patty brings a wealth of knowledge and experience in technology and governance that will support Amerant’s innovation and digital transformation. She is currently a member of the Board of Directors of Baxter International Inc. (NYSE: BAX) where she also serves on the Audit and Nominating, Corporate Governance and Public Policy Committees.

Jack Kopnisky brings more than 40 years of financial services industry leadership experience, having served in senior executive leadership roles at small to midsize banks and financial services companies. Most recently, he was Executive Chairman of Webster Financial Corporation (NYSE: WBS) and Webster Bank, having previously served as CEO of Sterling Bancorp prior to the merger of Sterling with Webster. He also has extensive banking experience from prior leadership roles at Key Bank and Society. His proven expertise in strategy and execution adds additional banking and governance expertise to the Board. In addition to Morrison and Kopnisky, Amerant recently added senior leaders Lisa Lutoff-Perlo and Odilon Almeida Júnior to the Board of Directors in January of 2025. All of these recent additions reflect Amerant’s commitment to build upon its current board and execute on effective director succession planning. ### About Amerant Bancorp Inc. Amerant Bancorp Inc. is a bank holding company headquartered in Coral Gables, Florida since 1979. The Company operates through its subsidiaries, Amerant Bank, N.A. (the “Bank”), Amerant Investments, Inc., and Amerant Mortgage, LLC. The Company provides individuals and businesses with deposit, credit and wealth management services. The Bank, which has operated for over 40 years, is headquartered in Florida and operates 20 banking centers – 19 in South Florida and 1 in Tampa, FL. For more information, visit http://www.investor.amerantbank.com.