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What changed in Amerant Bancorp Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Amerant Bancorp Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+825 added−808 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-05)

Top changes in Amerant Bancorp Inc.'s 2025 10-K

825 paragraphs added · 808 removed · 546 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

145 edited+111 added−119 removed126 unchanged
Biggest changeRisks Related to Our Business and Operations • Many of our major systems depend on and are operated by third-party vendors, and any systems failures or interruptions could adversely affect our operations and the services we provide to our customers. • Our information systems are exposed to cybersecurity threats and may experience interruptions and security breaches that could adversely affect our business and reputation. • Our strategic plan and growth strategy may not be achieved as quickly or as fully as we seek. • Defaults by or deteriorating asset quality of other financial institutions could adversely affect us. • New lines of business, new products and services, or strategic project initiatives may subject us to additional risks. • We are susceptible to operational risks in general and fraudulent risk in particular. • We may not have the ability or resources to keep pace with rapid technological changes in the financial services industry or implement new technology effectively. • Conditions in Venezuela could adversely affect our operations. • We are subject to environmental, social and governance, or ESG, risks, many of which are outside of our control, that could harm our reputation, our business, operations, financial condition, and/or the price of our common stock. • We may be unable to attract and retain key people to support our business. • Severe weather, natural disasters, global pandemics, acts of war or terrorism, theft, civil unrest, government expropriation or other external events could have significant effects on our business. • Any failure to protect the confidentiality of customer information could adversely affect our reputation and subject us to financial sanctions and other costs that could adversely affect our business, financial condition, results of operations, or cash flows. • We could be required to write down our goodwill or other intangible assets. • We have a net deferred tax asset that may or may not be fully realized. • We may incur losses due to minority investments in fintech and specialty finance companies. 38 Table of Contents • We are subject to risks associated with sub-leasing portions of our corporate headquarters building. • Our success depends on our ability to compete effectively in highly competitive markets.
Biggest changeRisks Related to Our Business and Operations • Many of our major systems depend on and are operated by third-party vendors, and any systems failures or interruptions could adversely affect our operations and the services we provide to our customers. • Our information systems are exposed to cybersecurity threats and may experience interruptions and security breaches that could adversely affect our business and reputation. • Our strategic plan and growth strategy may not be achieved as quickly or as fully as we seek. • Defaults by or deteriorating asset quality of other financial institutions could adversely affect us. • New lines of business, new products or services, and technological advancements may subject us to additional risks. • We are susceptible to operational risks in general and fraudulent risk in particular. • Conditions or developments in Venezuela could adversely affect our operations. • We are subject to environmental, social and governance, or ESG, risks, many of which are outside of our control, that could harm our reputation, our business, operations, financial condition, and/or the price of our common stock. • We may be unable to attract and retain key people to support our business. • Severe weather, natural disasters, global pandemics, acts of war or terrorism, theft, civil unrest, government expropriation or other external events could have significant effects on our business. • Any failure to protect the confidentiality of customer information could adversely affect our reputation and subject us to financial sanctions and other costs that could adversely affect our business, financial condition, results of operations, or cash flows. • We could be required to write down our goodwill or other intangible assets. • We have a net deferred tax asset that may or may not be fully realized. • We may incur losses due to minority investments in fintech and specialty finance companies. • We are subject to risks associated with sub-leasing portions of our corporate headquarters building. • Our success depends on our ability to compete effectively in highly competitive markets. 32 Table of Contents Risks Related to Risk Management, Internal Audit, Internal and Disclosure Controls • Potential gaps in our risk management policies and internal audit procedures may leave us exposed to unidentified or unanticipated risk, which could negatively affect our business. • Any failure to maintain effective internal control over financial reporting could impair the reliability of our financial statements, which in turn could harm our business, impair investor confidence in the accuracy and completeness of our financial reports and our access to the capital markets and cause the price of our common stock to decline and subject us to regulatory penalties. • Changes in accounting standards could materially impact our financial statements.
We seek to achieve an appropriate balance between prudent and disciplined underwriting and in our decision-making and timely responsiveness to our customers.
We seek to achieve an appropriate balance between prudent and disciplined underwriting in our decision-making and timely responsiveness to our customers.
Risks and exposures related to cybersecurity attacks, including litigation and enforcement risks, are expected to be elevated for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers. See Item 1A.
Risks and exposures related to cybersecurity attacks, including litigation and enforcement risks, are expected to be elevated for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers. See “ Item 1A.
In certain instances, relating to an undercapitalized banking institution, the BHC would be required to guarantee the performance of the undercapitalized subsidiary's capital restoration plan and could be liable for civil money damages for failure to fulfill those guarantee commitments. In addition, failure to meet capital requirements may cause an institution to be directed to raise additional capital.
In certain instances, relating to an undercapitalized banking institution, the BHC would be required to guarantee the performance of the undercapitalized subsidiary's capital restoration plan and could be liable for civil money damages for failure to fulfill those guaranteed commitments. In addition, failure to meet capital requirements may cause an institution to be directed to raise additional capital.
The capital conservation buffer is calculated as the lowest of: (i) the banking organization’s CET1 capital ratio minus 4.5%; (ii) the banking organization’s Tier 1 risk-based capital ratio minus 6.0%; or (iii) the banking organization’s total risk-based capital ratio minus 8.0%. 29 Table of Contents The capital elements and total capital under the Basel III Capital Rules are as follows: Minimum CET1 4.50% Capital Conservation Buffer 2.50% Total CET1 7.00% Deductions from CET1 100.00% Minimum Tier 1 Capital 6.00% Minimum Tier 1 Capital plus conservation buffer 8.50% Minimum Total Capital 8.00% Minimum Total Capital plus conservation buffer 10.50% The Federal Reserve, the OCC, and the FDIC, published a final rule on July 22, 2019 (“the Capital Simplifications Final Rule”) that simplifies existing regulatory capital rules for non-advanced approaches institutions, such as the Company.
The capital conservation buffer is calculated as the lowest of: (i) the banking organization’s CET1 capital ratio minus 4.5%; (ii) the banking organization’s Tier 1 risk-based capital ratio minus 6.0%; or (iii) the banking organization’s total risk-based capital ratio minus 8.0%. 23 Table of Contents The capital elements and total capital under the Basel III Capital Rules are as follows: Minimum CET1 4.50% Capital Conservation Buffer 2.50% Total CET1 7.00% Deductions from CET1 100.00% Minimum Tier 1 Capital 6.00% Minimum Tier 1 Capital plus conservation buffer 8.50% Minimum Total Capital 8.00% Minimum Total Capital plus conservation buffer 10.50% The Federal Reserve, the OCC, and the FDIC, published a final rule on July 22, 2019 (“the Capital Simplifications Final Rule”) that simplifies existing regulatory capital rules for non-advanced approaches institutions, such as the Company.
Under Florida law, the Company may only pay dividends if, after giving effect to each dividend, the Company would be able to pay its debts as they become due and the Company’s total assets would exceed the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of each dividend, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those entitled to receive the dividend. 28 Table of Contents Capital Requirements We and the Bank are required under federal law to maintain certain minimum capital levels based on ratios of capital to assets and capital to risk-weighted assets.
Under Florida law, the Company may only pay dividends if, after giving effect to each dividend, the Company would be able to pay its debts as they become due and the Company’s total assets would exceed the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of each dividend, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those entitled to receive the dividend. 22 Table of Contents Capital Requirements We and the Bank are required under federal law to maintain certain minimum capital levels based on ratios of capital to assets and capital to risk-weighted assets.
The new rules also require reporting about a public company’s policies and procedures to identify and manage cybersecurity risks; as well as disclosure about the Board of Directors' oversight of cybersecurity risk; and management’s role and expertise in assessing and managing cybersecurity risk and implementing cybersecurity policies and procedures.
The rules also require reporting about a public company’s policies and procedures to identify and manage cybersecurity risks; as well as disclosure about the Board of Directors' oversight of cybersecurity risk; and management’s role and expertise in assessing and managing cybersecurity risk and implementing cybersecurity policies and procedures.
We also have what we believe to be a comprehensive methodology to monitor these credit quality standards, including a risk classification system that identifies possible problem loans based on risk characteristics by loan type as well as the early identification of deterioration at the individual loan level. 11 Table of Contents Credit risk management involves a collective effort among our relationship managers and credit underwriting, portfolio management, credit administration, credit risk and Special Assets personnel.
We also have what we believe to be a comprehensive methodology to monitor these credit quality standards, including a risk classification system that identifies possible problem loans based on risk characteristics by loan type as well as the early identification of deterioration at the individual loan level. 9 Table of Contents Credit risk management involves a collective effort among our relationship managers, credit underwriting, portfolio management, credit administration, credit risk and special assets personnel.
He serves on the Advisory Board of the Salvation Army of Broward County since 2024. 37 Table of Contents SUMMARY OF RISK FACTORS Our business is subject to a number of risks that could cause actual results to differ materially from those indicated by forward-looking statements made in this Form 10-K or presented elsewhere from time to time.
He serves on the Advisory Board of the Salvation Army of Broward County since 2024. 31 Table of Contents SUMMARY OF RISK FACTORS Our business is subject to a number of risks that could cause actual results to differ materially from those indicated by forward-looking statements made in this Form 10-K or presented elsewhere from time to time.
To assess and improve retention and engagement, the Company regularly conducts anonymous surveys to seek feedback from our team members on a variety of topics, including but not limited to confidence in company leadership, the competitiveness of our compensation and benefits package, career growth opportunities, and improvements on how we could make our company an employer of choice.
To assess and improve retention and engagement, the Company regularly conducts anonymous surveys to seek feedback from our team members on a variety of topics, including but not limited to confidence in company leadership, the competitiveness of our compensation and benefits package, career growth opportunities, and improvements on how we can make our company an employer of choice.
The Basel III Capital Rules, which we discuss below, further limit our permissible dividends, stock repurchases and discretionary bonuses, including those of the Bank, unless we and the Bank continue to meet the fully phased-in capital conservation buffer requirement. The Company and the Bank exceeded the capital conservation requirement at year end 2024. See “Capital Requirements”.
The Basel III Capital Rules, which we discuss below, further limit our permissible dividends, stock repurchases and discretionary bonuses, including those of the Bank, unless we and the Bank continue to meet the fully phased-in capital conservation buffer requirement. The Company and the Bank exceeded the capital conservation requirement at year end 2025. See “Capital Requirements”.
Our credit approval policies provide the highest lending authority to our credit committee, as well as various levels of officer and senior management lending authority for new credits and renewals, which are based on position, capability and experience. These limits are reviewed periodically by the Bank’s Board of Directors.
Our credit approval policies provide the highest lending authority to our Credit Committee, as well as various levels of officer and senior management lending authority for new credits and renewals, which are based on position and experience. These limits are reviewed periodically by the Bank’s Board of Directors. Credit Risk Management .
Calderón currently serves on the board of directors of the Zoo Miami Foundation. 35 Table of Contents Alberto Capriles . Mr. Capriles, age 57, serves as Senior Executive Vice-President and Chief Risk Officer since January 2023, having previously served as Executive Vice-President and Chief Risk Officer since February 2018 and previously as the Company’s Chief Risk Officer since 2016. Mr.
Calderón currently serves on the board of directors of the Zoo Miami Foundation. 27 Table of Contents Alberto Capriles . Mr. Capriles, age 57, serves as Senior Executive Vice-President and Chief Risk Officer since January 2023, having previously served as Executive Vice-President and Chief Risk Officer since February 2018 and previously as the Company’s Chief Risk Officer since 2016. Mr.
Life, AD&D and Disability: Group Basic Life and AD&D Insurance is offered to all full-time and part-time team members, at two times their annual salary with a maximum coverage of $500,000. Team members may choose to purchase additional life insurance up to 5 times their annual salary to a max of $750,000.
Life, AD&D and Disability: Group Basic Life and AD&D Insurance is offered to all full-time and part-time team members, at two times their annual salary, with a maximum coverage of $500,000. Team members may choose to purchase additional life insurance up to five times their annual salary to a max of $750,000.
Risks Related to our Indebtedness • We may not be able to generate sufficient cash to service all of our debt, including the Subordinated Notes and the Debentures. • We are a holding company with limited operations and depend on our subsidiaries for the funds required to make payments of principal and interest on the Subordinated Notes and the Debentures. 39 Table of Contents • We may incur a substantial level of debt that could materially adversely affect our ability to generate sufficient cash to fulfill our obligations under the Subordinated Notes and the Debentures. 40 Table of Contents
Risks Related to our Indebtedness • We may not be able to generate sufficient cash to service all of our debt, including the Subordinated Notes and the Debentures. • We are a holding company with limited operations and depend on our subsidiaries for the funds required to make payments of principal and interest on the Subordinated Notes and the Debentures. • We may incur a substantial level of debt that could materially adversely affect our ability to generate sufficient cash to fulfill our obligations under the Subordinated Notes and the Debentures. 33 Table of Contents
Upon crossing the $10 billion asset threshold in a calendar year, the rules require compliance with these limits by no later than July 1 of the following year. The Bank did not exceed the $10 billion asset threshold at the end of 2024, but may exceed this threshold in 2025.
Upon crossing the $10 billion asset threshold in a calendar year, the rules require compliance with these limits by no later than July 1 of the following year. The Bank did not exceed the $10 billion asset threshold at the end of 2025, but may exceed this threshold in 2026.
We generally conduct weekly credit committee meetings to approve loans at or above $5 million (loans for customers with an aggregate exposure equal to or above $20 million are also considered by the credit committee) and review other relevant credit related matters.
We generally conduct weekly Credit Committee meetings to approve loans at or above $5 million (loans for customers with an aggregate credit exposure equal to or above $20 million are also approved by the credit committee) and review other relevant credit-related matters.
She is a licensed Certified Public Accountant (CPA) in Florida and Puerto Rico, a member of the American Institute of Certified Public Accountants (AICPA), a member of the Puerto Rico State Society of CPAs and its Florida Chapter, and the Association of Latino Professionals for America (ALPFA). Mrs.
She is a licensed Certified Public Accountant (CPA) in Florida and Puerto Rico, a member of the Florida Institute of CFOs (fiCFO), American Institute of Certified Public Accountants (AICPA), a member of the Puerto Rico State Society of CPAs and its Florida Chapter, and the Association of Latino Professionals for America (ALPFA). Mrs.
If so, the Company's compliance with the provisions of the Durbin amendment would be required no later than July 1, 2026, and we do not expect the limits to debit card interchange to materially reduce the Company's revenue.
If so, the Company's compliance with the provisions of the Durbin amendment would be required no later than July 1, 2027, and we do not expect the limits to debit card interchange to materially reduce the Company's revenue.
The HIDTA designation makes it possible for local agencies to benefit from ongoing HIDTA-coordinated program initiatives that are working to reduce drug use. 26 Table of Contents There is also increased scrutiny of compliance with the sanctions programs and rules administered and enforced by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury.
The HIDTA designation makes it possible for local agencies to benefit from ongoing HIDTA-coordinated program initiatives that are working to reduce drug use. There is also increased scrutiny of compliance with the sanctions programs and rules administered and enforced by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury.
We believe that having the ability to adjust their incentive compensation based on asset quality motivates the relationship managers to focus on the origination and maintenance of high-quality credits consistent with our strategic focus on asset quality. 12 Table of Contents Deposits Our deposits serve as the primary funding source for lending, investing and other general banking purposes.
We believe that having the ability to adjust their incentive compensation based on asset quality motivates the relationship managers to focus on the origination and maintenance of high-quality credits consistent with our strategic focus on asset quality. Deposits Our deposits serve as the primary funding source for lending, investing and other general banking purposes.
Controls and Procedures.” 23 Table of Contents Shareholder Say-On-Pay Votes Under the Dodd-Frank Act public companies are required to provide shareholders with an advisory vote on executive compensation (known as say-on-pay votes), the frequency of a say-on-pay vote, and the golden parachutes available to executives in connection with change-in-control transactions.
Controls and Procedures.” Shareholder Say-On-Pay Votes Under the Dodd-Frank Act public companies are required to provide shareholders with an advisory vote on executive compensation (known as say-on-pay votes), the frequency of a say-on-pay vote, and the golden parachutes available to executives in connection with change-in-control transactions.
These laws may also require us to notify law enforcement, regulators or consumer reporting agencies in the event of a data breach, as well as businesses and governmental agencies that own data. See Section 1C. Cybersecurity for information on how we address and manage cybersecurity risks.
These laws may also require us to notify law enforcement, regulators or consumer reporting agencies in the event of a data breach, as well as businesses and governmental agencies that own data. See “Item 1C. Cybersecurity” for information on how we address and manage cybersecurity risks.
As a result, both the Company and the Bank are currently classified as "well-capitalized" for purposes of the OCC's prompt corrective action regulations. 30 Table of Contents Prompt Corrective Action Rules The federal banking agencies are required to take "prompt corrective action" with respect to financial institutions that do not meet minimum capital requirements.
As a result, both the Company and the Bank are currently classified as "well-capitalized" for purposes of the OCC's prompt corrective action regulations. Prompt Corrective Action Rules The federal banking agencies are required to take "prompt corrective action" with respect to financial institutions that do not meet minimum capital requirements.
We generally use our loan-to-deposit ratio and the ratio of non-interest bearing deposits to total deposits to track our progress on our relationship-first strategy. The loan to deposit ratio at December 31, 2024 was 92.6%, compared to 92.0% at December 31, 2023.
We generally use our loan-to-deposit ratio and the ratio of non-interest bearing deposits to total deposits to track our progress on our relationship-first strategy. The loan to deposit ratio at December 31, 2025 was 86.0%, compared to 92.6% at December 31, 2024.
The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, “high volatility” commercial real estate, past due assets, structured securities and equity holdings. We collectively refer to Tier 1 risk based capital and Tier 2 capital as Total risk-based capital.
The capital rules also define the risk-weights assigned to assets and off-balance sheet items to determine the risk-weighted asset components of the risk-based capital rules, including, for example, “high volatility” commercial real estate, past due assets, securitization exposures and equity holdings. We collectively refer to Tier 1 risk based capital and Tier 2 capital as Total risk-based capital.
The assessments of the Company's internal control over financial reporting as of December 31, 2024 are included in this report under “Item 9A.
The assessments of the Company's internal control over financial reporting as of December 31, 2025, are included in this report under “Item 9A.
Given our asset size, we and the Bank were not subject to the Volcker Rule in 2024, but may become so in the future.
Given our asset size, we and the Bank were not subject to the Volcker Rule in 2025, but may become so in the future.
We are focused on seizing opportunities in the markets we serve to increase our share of consumer, small business, and commercial core deposits while reducing our reliance on brokered funds, by implementing a sales excellence culture. Our growth in 2024 was reflective of our deposits-first, organic, relationship-based approach.
We are focused on seizing opportunities in the markets we serve to increase our share of both consumer and commercial core deposits while reducing our reliance on brokered funds, by implementing a sales excellence culture. Our growth in 2025 was reflective of our deposits-first, organic, relationship-based approach.
The Bank is a national bank subject to regulation and regular examinations by the OCC and is a member of the Federal Reserve Bank of Atlanta. OCC regulations govern permissible activities, capital requirements, branching, dividend limitations, investments, loans and other matters.
The Bank is a national bank subject to regulation and regular examinations by the Office of the Comptroller of the Currency (“OCC”) and is a member of the Federal Reserve Bank of Atlanta. OCC regulations govern permissible activities, capital requirements, branching, dividend limitations, investments, loans and other matters.
The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would be an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order, or condition imposed in writing by the Federal Reserve.
The Federal Reserve may deny approval of such a purchase or redemption if it determines that the proposal would be an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order, or condition imposed in writing by the Federal Reserve.
Investment, Advisory and Trust Services We offer a wide variety of trust and estate planning products and services catering to high net worth customers, our trust and estate planning products include simple and complex trusts, private foundations and personal investment companies.
See “Supervision and Regulation.” Investment, Advisory and Trust Services We offer a wide variety of trust and estate planning products and services catering to high net worth customers. Our trust and estate planning products include simple and complex trusts, private foundations and personal investment companies.
Tier 1 capital includes common equity and related retained earnings and a limited amount of qualifying preferred stock, less goodwill and certain core deposit intangibles. Voting common equity must be the predominant form of capital.
Tier 1 capital includes common equity and related retained earnings and a limited amount of qualifying preferred stock, less goodwill and certain core deposit intangibles, as well as other adjustments. Voting common equity must be the predominant form of capital.
We are committed to designing practices that allow us to efficiently adopt to changes and continuously advance our programs.Th is includes strengthening risk identification, risk monitoring, risk reporting, and risk assessment processes, as well as refining our control frameworks.
We are committed to designing practices that allow us to efficiently adapt to changes and continuously advance our programs. This includes strengthening risk identification, risk monitoring, risk reporting, and risk assessment processes, as well as refining our control frameworks.
To be well-capitalized, the Bank must maintain at least the following capital ratios: • 10.0% Total capital to risk-weighted assets • 8.0% Tier 1 capital to risk-weighted asset • 6.5% CET1 to risk-weighted assets; and • 5.0% leverage ratio.
To be well-capitalized, the Bank must maintain at least the following capital ratios: • 10.0% Total capital to risk-weighted assets 24 Table of Contents • 8.0% Tier 1 capital to risk-weighted assets • 6.5% CET1 to risk-weighted assets; and • 5.0% leverage ratio.
Among other things, extensions of credit to insiders are required to be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than those prevailing for comparable transactions with unaffiliated persons.
Among other things, extensions of credit to insiders are required to be made on terms that are substantially the same as, and subject to credit underwriting procedures that are no less stringent than those prevailing at the time for comparable transactions with unaffiliated persons.
Since May 2022, a rule adopted by the federal banking agencies requires banking organizations to notify their primary banking regulator within 36 hours of determining that a "computer-security incident" has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization's ability to carry out banking operations or deliver banking products and services to a material portion of its customer base, its businesses and operations that would result in material loss, or its operations that would impact the stability of the United States.
The federal banking agencies requires banking organizations to notify their primary banking regulator within 36 hours of determining that a "computer-security incident" has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization's ability to carry out banking operations or deliver 25 Table of Contents banking products and services to a material portion of its customer base, its businesses and operations that would result in material loss, or its operations that would impact the financial stability of the United States.
A national bank located in Florida, with the prior approval of the OCC, may acquire and operate one or more banks in other states. In addition, national banks located in Florida may enter into a merger transaction with one or more out-of-state banks, and an out-of-state bank resulting from such transaction may continue to operate the acquired branches in Florida.
In addition, national banks located in Florida may enter into a merger transaction with one or more out-of-state banks, and an out-of-state bank resulting from such transaction may continue to operate the acquired branches in Florida.
The Bank’s retail customers are offered non-FDIC insured investment products and services exclusively through Amerant Investments. 13 Table of Contents Other Products and Services We offer banking products and services that we believe are attractively priced with a focus on customer convenience and accessibility.
Amerant Investments provides its services to the Bank’s domestic and international customers. The Bank’s retail customers are offered non-FDIC insured investment products and services exclusively through Amerant Investments. 10 Table of Contents Other Products and Services We offer banking products and services that we believe are attractively priced with a focus on customer convenience and accessibility.
On our website, you can access, free of charge, our reports on Forms 10-K, 10-Q and 8-K, as well as proxy statements on Schedule 14A and amendments to these reports and materials. Materials are available online as soon as practicable after we file them with the SEC.
Available Information We maintain a website at the address www.amerantbank.com. On our website, you can access, free of charge, our reports on Forms 10-K, 10-Q and 8-K, as well as proxy statements on Schedule 14A and amendments to these reports and materials. Materials are available online as soon as practicable after we file them with the SEC.
Attracting, developing, and retaining the best talent with the right skills and values, in accordance with our precepts, is central to our long-term strategy to drive our success. Our workforce composition is aligned with our business needs. Management trusts it has adequate human capital to operate its business successfully.
The Company’s Human Capital Management includes the following areas of focus: Talent. Attracting, developing, and retaining the best talent with the right skills and values, in accordance with our precepts, is central to our long-term strategy for success. Our workforce composition is aligned with our business needs. Management trusts it has adequate human capital to operate its business successfully.
Risk related to Credit and Interest Rate • Our profitability is subject to interest rate risk. • Our allowance for credit losses may prove inadequate. • Our concentration of CRE loans could result in increased loan losses. • Many of our loans are to commercial borrowers, which have unique risks compared to other types of loans. • Our valuation of securities and the determination of a credit loss allowance in our investment securities portfolio are subjective and, if changed, could materially adversely affect our results of operations or financial condition. • Nonperforming and similar assets take significant time to resolve and may adversely affect our business, financial condition, results of operations, or cash flows. • We are subject to environmental liability risk associated with lending activities. • Weakness in the demand for mortgage loans or in the secondary market for residential mortgage loans can adversely affect us.
Risk related to Credit and Interest Rate • Our profitability is subject to interest rate risk. • Our allowance for credit losses may prove inadequate. • Our concentration of CRE loans could result in increased loan losses. • Many of our loans are to commercial borrowers, which have unique risks compared to other types of loans. • Our valuation of securities in our investment securities portfolio are subjective and, if changed, we could recognize losses that could materially adversely affect our results of operations or financial condition. • Nonperforming and similar assets take significant time to resolve and may adversely affect our business, financial condition, results of operations, or cash flows. • We are subject to environmental liability risk associated with lending activities. • Increases in demand for mortgage loans due to further declines in interest rates could adversely affect us.
Calderón served as Senior Vice President, Head of Internal Audit at Amerant since June 2021, where she led the implementation and monitoring of the Company’s audit plan and risk assessments, including coordination with external auditors and the integration of SOX audits. She is a licensed CPA in both Florida and Puerto Rico. Prior to Amerant, Mrs.
Calderón served as Senior Vice President, Head of Internal Audit at Amerant since June 2021, where she led the implementation and monitoring of the Company’s audit plan and risk assessments, including coordination with external auditors and the integration of SOX audits. Prior to Amerant, Mrs.
The Cayman Bank was originally established to serve a number of our trust and wealth management customers, and developed high net worth international customer relationships with offshore trust and estate planning services.
The Cayman Bank was originally established to serve a number of our trust and wealth management customers, and developed high net worth international customer relationships with offshore trust and estate planning services. In 2023, the Company approved a plan for the dissolution of the Cayman Bank.
We also offer debit cards, night depositories, direct deposit, cashier’s checks, safe deposit boxes in various locations and letters of credit, as well as treasury management services, including wire transfer services, remote deposit capture and automated clearinghouse services.
In addition, we offer debit cards, night depositories, direct deposit, cashier’s checks, safe deposit boxes in various locations, letters of credit, wire transfer services, remote deposit capture, automated clearinghouse services, as well as treasury management services for commercial customers.
Item 1. BUSINESS Our Company We are a bank holding company headquartered in Coral Gables, FL, with $9.9 billion in assets, $7.2 billion in loans held for investment, $7.9 billion in deposits, $890.5 million of shareholders’ equity, and $2.9 billion in assets under management and custody (“AUM”) as of December 31, 2024.
Item 1. BUSINESS Our Company We are a bank holding company headquartered in Coral Gables, FL, with $9.8 billion in assets, $6.6 billion in loans held for investment, $7.8 billion in deposits, $938.8 million of shareholders’ equity, and $3.3 billion in assets under management and custody (“AUM”) as of December 31, 2025.
Iafigliola earned a degree in Economics from Universidad Católica Andrés Bello in Caracas, Venezuela in 1998 and a Masters in Finance from Instituto de Estudios Superiores de Administración (IESA) in 2003. He was also part of Miami Leadership Program cohort 2011.
Iafigliola earned a degree in Economics from Universidad Católica Andrés Bello in Caracas, Venezuela in 1998 and a Masters in Finance from Instituto de Estudios Superiores de Administración (IESA) in 2003. He was also part of Miami Leadership Program cohort 2011. In November 2024, he finalized the Executive Education Program at Columbia University.
This compensation approach plays a significant role in our ability to attract, retain and motivate the quality of talent necessary to achieve our strategic business goals and drive sustained performance.
This approach to compensation plays a significant role in our ability to attract, retain and engage, the quality of talent needed to achieve our strategic business goals and drive sustainable performance.
Volcker Rule The “Volcker Rule” issued under the Dodd-Frank Act, which became effective in July 2015, generally prohibits banking organizations with over $10 billion in assets from (i) engaging in certain types of proprietary trading, and (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund,” all subject to certain exceptions.
Volcker Rule The “Volcker Rule” generally prohibits banking organizations with over $10 billion in assets from (i) engaging in certain types of proprietary trading, and (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund,” all subject to certain exceptions.
The Anti-Money Laundering Act ("AMLA"), which amends the BSA, was enacted in early 2021. The AMLA is intended to be a comprehensive reform and modernization of U.S. bank secrecy and anti-money laundering laws. In particular, it codifies a risk-based approach to anti-money laundering compliance for financial institutions, requires the U.S.
The AMLA is intended to be a comprehensive reform and modernization of U.S. bank secrecy and anti-money laundering laws. In particular, it codifies a risk-based approach to anti-money laundering compliance for financial institutions, requires the U.S.
Failure to meet capital guidelines may subject a banking organization to a variety of other enforcement remedies, including additional substantial restrictions on its operations and activities, termination of deposit insurance by the FDIC and, under certain conditions, the appointment of a conservator or receiver. Enforcement Policies and Actions The Federal Reserve and the OCC monitor compliance with laws and regulations.
Failure to meet capital guidelines may subject a banking organization to a variety of other enforcement remedies, including additional substantial restrictions on its operations and activities, termination of deposit insurance by the FDIC and, under certain conditions, the appointment of a conservator or receiver.
Risk Factors for a further discussion of risks related to cybersecurity and Item 1c. Cybersecurity for further information on how we address and manage cybersecurity risks .
Risk Factors” for a further discussion of risks related to cybersecurity and “Item 1C. Cybersecurity” for further information on how we address and manage cybersecurity risks.
As of December 31, 2024, the Bank had a legal lending limit of approximately $144.7 million for unsecured loans, and its “in-house” single obligor lending limit was $35.0 million for CRE loans, representing 24.2% of our legal lending limit and $30.0 million for all other loans, representing 20.7% of our legal lending limit as of such date.
As of December 31, 2025, the Bank had a legal lending limit of approximately $157.9 million for unsecured loans, and its “in-house” single obligor lending limit was $35.0 million for CRE loans, representing 22.2% of our legal lending limit and $30.0 million for all other loans, representing 19.0% of our legal lending limit as of such date.
The USA Patriot Act, the BSA and related federal regulations require banks to establish anti-money laundering programs that include policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers and of beneficial owners of their legal entity customers.
The USA Patriot Act, the BSA and related federal regulations require banks to establish anti-money laundering programs that include policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers and of beneficial owners of their legal entity customers. 20 Table of Contents The Anti-Money Laundering Act ("AMLA"), which amends the BSA, was enacted in early 2021.
The Bank has received an “outstanding” rating since 2000, including its most recent CRA evaluation completed in 2022. On October 24, 2023, the Federal Reserve, the FDIC, and the OCC issued a final rule amending the agencies’ CRA regulations.
The Bank received a “satisfactory” rating in its most recent CRA evaluation completed in 2025. On October 24, 2023, the Federal Reserve, the FDIC, and the OCC issued a final rule amending the agencies’ CRA regulations.
In developing the final rule, the agencies’ objectives included updating the CRA regulations to strengthen the achievement of the core purpose of the statute, and adapting to changes in the banking industry, including the expanded role of mobile and online banking. Most of the final rule’s new requirements are applicable beginning January 1, 2026.
In developing the final rule, the agencies’ objectives included updating the CRA regulations to strengthen the achievement of the core purpose of the statute, and adapting to changes in the banking industry, including the expanded role of mobile and online banking.
Full time and part-time team members also benefit from free Short & Long-Term Disability insurance. 19 Table of Contents Retirement Plans: In addition to health insurance benefits, the Company also offers to all team members a pre-tax qualified retirement contribution plan with the Company’s 100% matching contribution up to 5% of a participant’s eligible compensation, and a non-tax qualified retirement contribution plan to certain eligible highly compensated team members.
Retirement Plans: In addition to health insurance benefits, the Company also offers to all team members a pre-tax qualified retirement contribution plan with the Company’s 100% matching contribution up to 5% of a participant’s eligible compensation, and a non-tax qualified retirement contribution plan to certain eligible highly compensated team members.
Capriles graduated with a degree in Economics from Universidad Católica Andrés Bello in Caracas, Venezuela and earned a master’s degree in International Development Economics from Yale University, and a MBA from the Massachusetts Institute of Technology. Juan Esterripa. Mr. Esterripa, age 51, serves as Senior Executive Vice-President and Chief Commercial Banking Officer since April 2023.
Capriles graduated with a Bachelor’s degree in Economics from Universidad Católica Andrés Bello in Caracas, Venezuela and earned a master’s degree in International Development Economics from Yale University, and a MBA from the Massachusetts Institute of Technology. Mariola Sanchez. Mrs. Sanchez, age 53, serves as Senior Executive Vice-President and Chief Administrative Officer since April 2025. Ms.
The information contained on our website is not incorporated by reference in, or considered part of, this Form 10-K. 34 Table of Contents Supplementary Item, Information about our Executive Officers The Executive Officers of the Company as of March 4, 2025, are as follows: Gerald P. Plush. Mr.
The information contained on our website is not incorporated by reference in, or considered part of, this Form 10-K. 26 Table of Contents Supplementary Item, Information about our Executive Officers The Executive Officers of the Company as of February 27, 2026, are as follows: Carlos Iafigliola . Mr.
The CFPB monitors compliance with laws and regulations applicable to consumer financial products and services. Violations of laws and regulations, or other unsafe and unsound practices, may result in these agencies imposing fines, penalties and/or restitution, cease and desist orders, or taking other formal or informal enforcement actions.
Violations of laws and regulations, or other unsafe and unsound practices, may result in these agencies imposing fines, penalties and/or restitution, cease and desist orders, or taking other formal or informal enforcement actions.
The following is a brief summary that does not intend to be a complete description of all regulations that affect the Company and the Bank and this summary is qualified in its entirety by reference to the particular statutory and regulatory provisions referred to below. 21 Table of Contents Bank Holding Company and Bank Regulation The Company is a bank holding company, subject to supervision, regulation and examination by the Federal Reserve under the Bank Holding Company Act (“BHC Act”).
The following is a brief summary that does not intend to be a complete description of all regulations that affect the Company and the Bank and this summary is qualified in its entirety by reference to the particular statutory and regulatory provisions referred to below.
In December 2023, new SEC rules became effective that require public companies, among other things, to report material cybersecurity incidents in current reports on Form 8-K.
SEC regulations require public companies, among other things, to report material cybersecurity incidents in current reports on Form 8-K.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Bank also is subject to regulations issued by the Consumer Financial Protection Bureau (“CFPB”), with respect to consumer financial services and products, but is not subject to direct CFPB supervision or examination because the Bank has less than $10 billion in assets.
See “FDIC Insurance Assessments.” The FDIC also has backup examination authority and certain enforcement powers over the Bank. 16 Table of Contents Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Bank also is subject to regulations issued by the CFPB, with respect to consumer financial services and products, but is not subject to direct CFPB supervision or examination because the Bank has less than $10 billion in assets.
The Bank is a member of the FDIC’s DIF, and its deposits are insured by the FDIC up to the applicable limits, and, as a result, it is subject to regulation and deposit insurance assessments by the FDIC. See “FDIC Insurance Assessments”. The FDIC also has backup examination authority and certain enforcement powers over the Bank.
The Bank is a member of the FDIC’s DIF, and its deposits are insured by the FDIC up to the applicable limits, and, as a result, it is subject to regulation and deposit insurance assessments by the FDIC.
The assessment yielded several observations with recommended actions that have been classified and prioritized based on criticality. We began implementing action plans to address these recommendations in 2024 and expect to continue to do so throughout 2025.
The assessment yielded several observations with recommended actions that were classified and prioritized based on criticality. In 2024 and 2025, we implemented and completed several action plans to address these recommendations, and we expect to continue to implement additional ones throughout 2026.
These reserve requirements are subject to annual adjustment by the Federal Reserve. 24 Table of Contents Privacy and Data Security A variety of federal and state privacy laws govern the collection, safeguarding, sharing and use of customer information, and require that financial institutions have policies regarding information privacy and security.
Privacy and Data Security A variety of federal and state privacy laws govern the collection, safeguarding, sharing and use of customer information, and require that financial institutions have policies regarding information privacy and security.
The Company is executing a plan for the dissolution of the Cayman Bank and, as of the end of the fourth quarter of 2024, the Cayman Bank no longer had any trust relationships, many of which were transferred to the Bank.
The Company is executing a plan for the dissolution of the Cayman Bank and, as of the date of this Annual Report on Form 10-K, the Cayman Bank no longer had any trust relationships, many of which were transferred to the Bank.
While we seek to remain competitive with respect to fees charged, interest rates and pricing, we believe that our broad and sophisticated banking and financial products suite, our high-quality customer service culture, our positive reputation, brand recognition, and long-standing community relationships enable us to compete successfully within our markets and enhance our ability to attract and retain customers and employees.
While we seek to remain competitive with respect to fees charged, interest rates and pricing, we believe that our broad and sophisticated banking and financial products suite, our high-quality customer service culture, our positive reputation, brand recognition, and long-standing community relationships enable us to compete successfully within our markets and enhance our ability to attract and retain customers and employees. 12 Table of Contents Human Capital Management The Company aims to attract, retain, and develop talent, and considers that a strong and stable Human Capital is the key enabler to achieving all of its strategic initiatives.
Iafigliola also served as SVP, Treasury Manager from 2015 to May 2020 and held various management positions in the Treasury area from 2004 to 2015. Prior to joining Amerant, he served in senior roles in Market Risk at Banco Mercantil, also known as Mercantil Servicios Financieros (MSF), from 2000 to 2004. He joined MSF in April 1998. Mr.
Prior to joining Amerant, he served in senior roles in Market Risk at Banco Mercantil, also known as Mercantil Servicios Financieros (MSF), from 2000 to 2004. He joined MSF in April 1998. Mr.
As of December 31, 2024, the Company’s and the Bank's CET1 ratio were 11.21% and 11.73%, respectively. In addition, the Company’s and the Bank’s total risk-based capital ratio as of December 31, 2024 were 13.43% and 12.84%, respectively.
As of December 31, 2025, the Company’s and the Bank's CET1 ratio were 11.80% and 12.35%, respectively. In addition, the Company’s and the Bank’s total risk-based capital ratio as of December 31, 2025, were 14.10% and 13.49%, respectively.
In general, U.S. banks are subject to quantitative and qualitative limits on extensions of credit, purchases of assets and certain other transactions involving its non-bank affiliates. Additionally, transactions between U.S. banks and their non-bank affiliates are required to be on arm’s length terms and must be consistent with standards of safety and soundness.
In general, U.S. banks are subject to quantitative and qualitative limits on extensions of credit, purchases of assets and certain other transactions involving its non-bank affiliates.
Prior to his appointment as COO, Mr. Iafigliola served as EVP, Chief Financial Officer (CFO) since May 2020 spearheading Amerant’s financial management, including treasury, financial reporting and accounting, financial analysis, investor relations & sustainability, internal controls and corporate tax. Mr.
Iafigliola served as EVP, Chief Financial Officer (CFO) since May 2020 spearheading Amerant’s financial management, including treasury, financial reporting and accounting, financial analysis, investor relations & sustainability, internal controls and corporate tax. Mr. Iafigliola also served as SVP, Treasury Manager from 2015 to May 2020 and held various management positions in the Treasury area from 2004 to 2015.
Prior to being named CAO, Mr. Fleitas served as Senior Vice-President and Controller of the Company from January 1, 2021 until March 2023. Mr. Fleitas joined Amerant in 2010, serving in various management positions in the financial reporting area, including most recently, prior to his current role, as Senior Vice-President and Financial Reporting Manager.
Fleitas joined Amerant in 2010, serving in various management positions in the financial reporting area, including most recently, prior to his current role, as Senior Vice-President and Financial Reporting Manager.
Further, federal bank regulatory authorities have additional discretion to require a financial holding company to divest itself of any bank or non-bank subsidiary if the agency determines that divestiture may aid the depository institution’s financial condition. 22 Table of Contents Change in Control Federal law limits the amount of voting stock of a bank holding company or a bank that a person may acquire without the prior approval of banking regulators.
Further, federal bank regulatory authorities have additional discretion to require a financial holding company to divest itself of any bank or non-bank subsidiary if the agency determines that divestiture may aid the depository institution’s financial condition.
Also, the terms of such extensions of credit may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the bank's capital. 27 Table of Contents Debit Interchange Fees Interchange fees are fees that merchants pay to card companies and card-issuing banks such as the Bank for processing electronic payment transactions on their behalf.
Also, the terms of such extensions of credit may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the bank's capital.
With an educational background in human behavior and law, in addition to 15 years working at the Bank, she brings a wealth of organizational knowledge and an informed perspective to her role. She and her leadership team are focused on learning and development, management practices, and diversity and inclusion. As General Counsel, Mrs.
Sanchez served as the Company’s and the Bank’s General Counsel since 2010. With an educational background in human behavior and law, in addition to 15 years working at the Bank, she brings a wealth of organizational knowledge and an informed perspective to her role.
However, a bank holding company may engage in or acquire an interest in a company that engages in activities that the Federal Reserve has determined to be so closely related to banking, or managing or controlling banks.
However, a bank holding company may engage in or acquire an interest in a company that engages in activities that the Federal Reserve has determined to be so closely related to banking or managing or controlling banks. 17 Table of Contents A national bank located in Florida, with the prior approval of the OCC, may acquire and operate one or more banks in other states.
Our deposit accounts are insured by the DIF generally up to a maximum of $250,000 per separately insured depositor and for each account ownership category.
FDIC Insurance Assessments Deposits at U.S. domiciled banks are insured by the FDIC, subject to limits and conditions of applicable laws and regulations. Our deposit accounts are insured by the DIF generally up to a maximum of $250,000 per separately insured depositor and for each account ownership category.
We remain committed to delivering a compensation program with the fundamental principles of fairness, transparency, efficiency, and compliance with laws and regulations. Based on specific job position and market conditions, our total rewards program combines fixed and variable compensation: base salary, short-term incentive, equity-based long-term incentive, and a broad range of benefits.
We are committed to delivering compensation programs guided by the fundamental principles of fairness, transparency, efficiency, and compliance with laws and regulations. Our total rewards model combines fixed and variable compensation components, including base salary, short-term incentives, referrals, equity-based long-term incentives, and a broad range of benefit programs.
The Security Program was also designed to protect our operations and assets through a continuous and comprehensive cybersecurity detection, protection and prevention program. This program includes an information security governance structure and related policies and procedures, security controls, protocols governing data and systems, monitoring processes, and processes to ensure that the information security programs of third-party service providers are adequate.
This program includes an information security governance structure and related policies and procedures, security controls, protocols governing data and systems, monitoring processes, and processes to ensure that the information security programs of third-party service providers are adequate. Our Security Program also continuously promotes cybersecurity awareness and culture across the organization. See “Item 1C.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeMarkets in the U.S. may be affected by the level and volatility of interest rates, availability and market conditions of financing, unexpected changes in gross domestic product, economic growth or its sustainability, inflation, supply chain disruptions, consumer spending, employment levels, labor shortages, wage stagnation, federal government shutdowns, developments related to the U.S. federal debt ceiling, energy prices, home prices, commercial property values, fluctuations or other significant changes in both debt and equity capital markets and currencies, liquidity of the global financial markets, the growth of global trade and commerce, trade policies, tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars, the availability and cost of capital and credit, disruption of communication, transportation or energy infrastructure and investor sentiment and confidence.
Biggest changeMarkets in the U.S. may be affected by the level and volatility of interest rates, availability and market conditions of financing, unexpected changes in gross domestic product, economic growth or its sustainability, inflation, supply chain disruptions, consumer spending, employment levels, labor shortages, wage stagnation, federal government shutdowns, developments related to the U.S. federal debt ceiling, energy prices, home prices, commercial property values, fluctuations or other significant changes in both debt and equity capital markets and currencies, liquidity of the global financial markets, the growth of global trade and commerce, trade policies, tariffs, a U.S. withdrawal from or significant renegotiation of trade agreements, trade wars, the availability and cost of capital and credit, disruption of communication, transportation or energy infrastructure and investor sentiment and confidence. 49 Table of Contents We may face the following particular risks: the demand for loans and our other products and services could decline, market developments may negatively affect industries we extend credit to and may result in increased delinquencies and default rates, which, among other effects, could negatively impact our charge-offs and allowance for credit losses; market disruptions could make valuation of assets more difficult and subjective and may negatively affect our ability to measure the fair value of our assets; and, loan performance could deteriorate, loan default levels and foreclosure activity increase and or our assets could materially decline in value.
These law changes may be retroactive to previous periods and as a result could negatively affect our current and future financial performance. In particular, the Inflation Reduction Act, which was signed into law in the United States in August 2022, among other things, imposes a surcharge on stock repurchases.
These changes in law may be retroactive to previous periods and as a result could negatively affect our current and future financial performance. In particular, the Inflation Reduction Act, which was signed into law in the United States in August 2022, among other things, imposes a surcharge on stock repurchases.
If this were to occur, we cannot assure you we would have or be able to obtain sufficient funds to make these accelerated payments. If any of our debt is accelerated, our assets may not be sufficient to repay such debt in full. Item 1B. UNRESOLVED STAFF COMMENTS None. 64
If this were to occur, we cannot assure you we would have or be able to obtain sufficient funds to make these accelerated payments. If any of our debt is accelerated, our assets may not be sufficient to repay such debt in full. Item 1B. UNRESOLVED STAFF COMMENTS None.
Several laws and regulations limit the amount of dividends that the Bank may pay us as well as the dividends that we may pay on our common stock, see “Supervision and Regulation - Payment of Dividends.” Limitations on our ability to receive dividends from our subsidiaries could adversely affect our liquidity and on our ability to service our debt and pay dividends.
Several laws and regulations limit the amount of dividends that the Bank may pay us as well as the dividends that we may pay on our common stock, see “Supervision and Regulation - Payment of Dividends.” Limitations on our ability to receive dividends from the Bank could adversely affect our liquidity and on our ability to service our debt and pay dividends.
Failure to successfully manage these risks in the development and implementation of new lines of business and/or new products or services could adversely affect our business, financial condition, results of operations, or cash flows. We are susceptible to operational risks in general and fraudulent risk in particular.
Failure to successfully manage these risks in the development and implementation of new lines of business, new products or services and/or new technologies could adversely affect our business, financial condition, results of operations, or cash flows. We are susceptible to operational risks in general and fraudulent risk in particular.
Any increases in our assessment rate, future special assessments, or required prepayments in FDIC insurance premiums could reduce our profitability or limit our ability to pursue certain business opportunities, which could adversely affect our business, financial condition, results of operations, or cash flows. 59 Table of Contents Federal banking agencies periodically conduct examinations of our business, including our compliance with laws and regulations, and our failure to comply with any regulatory actions, if any, could adversely impact us.
Any increases in our assessment rate, future special assessments, or required prepayments in FDIC insurance premiums could reduce our profitability or limit our ability to pursue certain business opportunities, which could adversely affect our business, financial condition, results of operations, or cash flows. 51 Table of Contents Federal banking agencies periodically conduct examinations of our business, including our compliance with laws and regulations, and our failure to comply with any regulatory actions, if any, could adversely impact us.
Additionally, any new line of business and/or new product or service could require the establishment of new key and other controls and have a significant impact on our existing system of internal controls.
Additionally, any new line of business, new product or service and/or new technology could require the establishment of new key and other controls and have a significant impact on our existing system of internal controls.
In addition, larger competitors may be able to price loans and deposits more aggressively than we are able to and have broader and more diverse customer and geographic bases to draw upon. 54 Table of Contents Risks Related to Risk Management, Internal Audit, Internal and Disclosure Controls Potential gaps in our risk management policies and internal audit procedures may leave us exposed to unidentified or unanticipated risk, which could negatively affect our business.
In addition, larger competitors may be able to price loans and deposits more aggressively than we are able to and have broader and more diverse customer and geographic bases to draw upon. 46 Table of Contents Risks Related to Risk Management, Internal Audit, Internal and Disclosure Controls Potential gaps in our risk management policies and internal audit procedures may leave us exposed to unidentified or unanticipated risk, which could negatively affect our business.
Any negative impact on our reputation in connection with ESG matters, changes in investing priorities among investors, or any loss of business resulting from these issues, may adversely affect our business, financial condition, operations, and/or effects the trading price of our common stock. 51 Table of Contents We may be unable to attract and retain key people to support our business.
Any negative impact on our reputation in connection with ESG matters, changes in investing priorities among investors, or any loss of business resulting from these issues, may adversely affect our business, financial condition, operations, and/or effects the trading price of our common stock. 43 Table of Contents We may be unable to attract and retain key people to support our business.
Such cyberattacks, if they result from internal control inadequacies or non-compliance, could materially damage our reputation, lead to civil or criminal penalties, or both, which, in turn, could adversely affect our business, financial condition, results of operations, or cash flows. 52 Table of Contents We could be required to write down our goodwill and other intangible assets .
Such cyberattacks, if they result from internal control inadequacies or non-compliance, could materially damage our reputation, lead to civil or criminal penalties, or both, which, in turn, could adversely affect our business, financial condition, results of operations, or cash flows. 44 Table of Contents We could be required to write down our goodwill and other intangible assets .
If we are required to rely more heavily on more expensive and potentially less stable funding sources or if additional financing sources are unavailable or are not available on acceptable terms, our profitability, liquidity, and prospects could be adversely affected. 41 Table of Contents We may not be able to develop and maintain a strong core deposit base or other low-cost funding sources.
If we are required to rely more heavily on more expensive and potentially less stable funding sources or if additional financing sources are unavailable or are not available on acceptable terms, our profitability, liquidity, and prospects could be adversely affected. 34 Table of Contents We may not be able to develop and maintain a strong core deposit base or other low-cost funding sources.
Additionally, the results of our strategic plan and growth strategy are subject to the other risks described herein that affect our business, which include: lending, interest rate 48 Table of Contents risk, seeking deposits and wealth management clients in highly competitive domestic markets; our ability to achieve our growth plans or to manage our growth effectively; the benefits from our technology investments may not be realized or may take longer than expected to be realized and may not be as large as expected, or may require additional investments; and if we are unable to achieve economies of scale or reduce our cost structure, we may not be able to meet our profitability objectives.
Additionally, the results of our strategic plan and growth strategy are subject to the other risks described herein that affect our business, which include: lending, interest rate risk, seeking deposits and wealth management clients in highly competitive domestic markets; our ability to achieve our growth plans or to manage our growth effectively; the benefits from our technology investments may not be realized or may take longer than expected to be realized and may not be as large as expected, or may require additional investments; and if we are unable to achieve economies of scale or reduce our cost structure, we may not be able to meet our profitability objectives.
These dividends are the principal source of funds to pay dividends on our common stock, as well as interest on our junior subordinated debentures and interest and principal on our Senior Notes and our Subordinated Notes.
These dividends are the principal source of funds to pay dividends on our common stock, as well as interest on our junior subordinated debentures and interest and principal on our Subordinated Notes.
Any failure, interruption, or security breach of these systems could result in failures or disruptions which could impact our ability to serve our customers, operate our business and affect our customers’ privacy and could damage our reputation, result in a loss of business, subject us to additional regulatory scrutiny or enforcement or expose us to civil litigation and possible financial liability.
Any security breach of these systems could result in failures or disruptions which could impact our ability to serve our customers, operate our business and affect our customers’ privacy and could damage our reputation, result in a loss of business, subject us to additional regulatory scrutiny or enforcement or expose us to civil litigation and possible financial liability.
Our inability to dispose of our minority investment in an entity or a downward adjustment to or impairment of an equity investment could adversely impact our business, financial condition, results of operations, or cash flows. 53 Table of Contents We are subject to risks associated with sub-leasing portions of our corporate headquarters building .
Our inability to dispose of our minority investment in an entity or a downward adjustment to or impairment of an equity investment could adversely impact our business, financial condition, results of operations, or cash flows. 45 Table of Contents We are subject to risks associated with sub-leasing portions of our corporate headquarters building .
Increased market volatility may materially and adversely affect the market price of our common stock, which could make it difficult to sell your shares at the volume, prices and times desired. If at a specific measurement time period, our public float calculation is below $700 million, we may not qualify as a well-known seasoned issuer and suffer negative consequences.
Increased market volatility may materially and adversely affect the market price of our common stock, which could make it difficult to sell your shares at the volume, prices and times desired. 53 Table of Contents If at a specific measurement time period, our public float calculation is below $700 million, we may not qualify as a well-known seasoned issuer and suffer negative consequences.
If the goodwill has been impaired, we must write down the goodwill by the amount of the impairment, with a corresponding charge to net income. Based on the annual impairment analysis, the Company determined that goodwill was not impaired as of December 31, 2024.
If the goodwill has been impaired, we must write down the goodwill by the amount of the impairment, with a corresponding charge to net income. Based on the annual impairment analysis, the Company determined that goodwill was not impaired as of December 31, 2025.
Our inability to service our debt, pay our other obligations or pay dividends to our shareholders could adversely impact our financial condition and the value our securities. 42 Table of Contents Risks related to Credit and Interest Rate Our profitability is subject to interest rate risk.
Our inability to service our debt, pay our other obligations or pay dividends to our shareholders could adversely impact our financial condition and the value of our securities. 35 Table of Contents Risks related to Credit and Interest Rate Our profitability is subject to interest rate risk.
The risk of noncompliance with such rules can be more acute for financial institutions like us that have numerous customers from Latin America or who do business there. As of December 31, 2024, $1.9 billion, or 24.1%, of our total deposits and a significant portion of our assets under management were from residents of Venezuela.
The risk of noncompliance with such rules can be more acute for financial institutions like us that have numerous customers from Latin America or who do business there. As of December 31, 2025, $1.9 billion, or 24.5%, of our total deposits, and a significant portion of our assets under management were from residents of Venezuela.
In addition, the method that the FDIC uses to determine the amount of our deposit insurance premium will change once our total consolidated assets exceed $10 billion, which we expect may happen in 2025.
In addition, the method that the FDIC uses to determine the amount of our deposit insurance premium will change once our total consolidated assets exceed $10 billion, which we expect may happen in 2026.
Please refer to the section in this Form 10-K titled “Cautionary Note Regarding Forward-Looking Statements” for additional information regarding forward-looking statements. Risks related to Funding and Liquidity Liquidity risks could affect our operations and jeopardize our financial condition and certain funding sources could increase our interest rate expense. Liquidity is essential to our business.
Please refer to the section in this Form 10-K titled “Cautionary Note Regarding Forward-Looking Statements” for additional information regarding forward-looking statements. Risks related to Funding and Liquidity Liquidity risks could affect our operations and jeopardize our financial condition and certain funding sources could increase our interest rate expense.
We cannot assure you we will not experience increases in nonperforming loans, OREO and similar nonperforming assets in the future. 46 Table of Contents We are subject to environmental liability risk associated with lending activities . A significant portion of our loan portfolio is secured by real property.
We cannot assure you we will not experience increases in nonperforming loans, OREO and similar nonperforming assets in the future. We are subject to environmental liability risk associated with lending activities . A significant portion of our loan portfolio is secured by real property.
We are susceptible to fraud being perpetrated by customers, employees, vendors, or members of the general public. We are subject to fraud risk in connection with loan origination, payment transactions (including ACH transactions, wire 49 Table of Contents transactions, and digital payments), ATM transactions, checking, withdrawal transactions and other transactions.
We are susceptible to fraud being perpetrated by customers, employees, vendors, or members of the general public. We are subject to fraud risk in connection with loan origination, payment transactions (including ACH transactions, wire transactions, and digital payments), ATM transactions, checking, withdrawal transactions and other transactions.
Additionally, banks with greater than $10 billion in total consolidated assets are subject to additional regulatory requirements. As of December 31, 2024, our total assets were $9.9 billion. Based on our current total assets and growth strategy, we anticipate our total assets may exceed $10 billion in 2025.
Additionally, banks with greater than $10 billion in total consolidated assets are subject to additional regulatory requirements. As of December 31, 2025, our total assets were $9.8 billion. Based on our current total assets and growth strategy, we anticipate our total assets may exceed $10 billion in 2026.
We have adopted flexible work arrangements that permit some employees to work from home full or part time, and these work arrangements could strain our technology resources and introduce operational risks, including heightened cybersecurity risk, as remote working environments can be less secure. We, as other financial institutions, are inherently exposed to fraud risk.
We have adopted flexible work arrangements that permit some employees to work from home full or part time, and these work arrangements could strain our technology resources and introduce operational risks, including heightened cybersecurity risk, as remote working environments can be less secure. 42 Table of Contents We, as other financial institutions, are inherently exposed to fraud risk.
Our profitability depends largely upon net interest income, which is the difference between interest earned on assets, such as loans and investments, and interest expense on interest-bearing liabilities, such as deposits and borrowings. Interest rate changes may impact our profits and the values of several of our assets and liabilities.
Our profitability depends primarily on net interest income, which is the difference between interest earned on assets, such as loans and investments, and interest expense on interest-bearing liabilities, such as deposits and borrowings. Interest rate changes may impact our profits and the values of several of our assets and liabilities.
Changes in federal, state or local tax laws, or audits from tax authorities, could negatively affect our business, financial condition, results of operations or cash flows. 57 Table of Contents We are subject to changes in tax law that could increase our effective tax rates.
Changes in federal, state or local tax laws, or audits from tax authorities, could negatively affect our business, financial condition, results of operations or cash flows. We are subject to changes in tax law that could increase our effective tax rates.
There are many factors that may affect 61 Table of Contents the market price and trading volume of our shares of common stock, including the factors described in this “Risk Factors” section, and other factors, most of which are outside of our control.
There are many factors that may affect the market price and trading volume of our shares of common stock, including the factors described in this “Risk Factors” section, and other factors, most of which are outside of our control.
Market interest rate changes are unpredictable and caused by many factors beyond our control, including general economic conditions (inflation, recession, and unemployment), fiscal and monetary policy, and changes in the United States and other financial markets.
Market interest rate changes are unpredictable and influenced by factors beyond our control, including general economic conditions (inflation, recession, and unemployment), fiscal and monetary policy, and changes in the United States and other financial markets.
In addition to the immediate costs of any failure, interruption or security breach, including those at our third-party service providers, these events could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could adversely affect on business, financial condition, results of operations, or cash flows.
In addition to the immediate costs of any failure, interruption or security breach, including those at our third-party service providers, these events could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to legal liability, any of which could adversely affect on business, financial condition, results of operations, or cash flows.
In some cases, we could be required to apply a new or revised standard retroactively, resulting in changes to previously reported financial results or a cumulative charge to retained earnings.
In some cases, we could be required to apply a new or revised standard retroactively, resulting in changes to previously reported financial results or a cumulative charge to retained earnings. See “Note 1.
See Note 1 - Business, Basis of Presentation and Summary of Significant Accounting Policies in the notes to consolidated financial statements included in Item 15.1 Consolidated Financial Statements in this report for further information regarding accounting standards updates. 55 Table of Contents Risks Related to External and Market Factors Material and negative developments adversely impacting the financial services industry at large and causing volatility in financial markets and the economy may have materially adverse effects on our liquidity, business, financial condition and results of operations .
Business, Basis of Presentation and Summary of Significant Accounting Policies” in the notes to consolidated financial statements included in Item 15.1 Consolidated Financial Statements in this report for further information regarding accounting standards updates. 47 Table of Contents 48 Table of Contents Risks Related to External and Market Factors Material and negative developments adversely impacting the financial services industry at large and causing volatility in financial markets and the economy may have materially adverse effects on our liquidity, business, financial condition and results of operations.
As of December 31, 2024, our executive officers, directors and each of the 5% or greater holders of our voting Class A common stock beneficially owned outstanding shares representing, in the aggregate, approximately 36% of the outstanding shares of our voting Class A common stock (without giving effect to the broad family holdings of the Capriles, Marturet and Vollmer families which will bring the percentage to an aggregate of approximately 57%).
As of December 31, 2025, our executive officers, directors and each of the 5% or greater holders of our voting Class A common stock beneficially owned outstanding shares representing, in the aggregate, approximately 33% of the outstanding shares of our voting Class A common stock (without giving effect to the broad family holdings of the Capriles, Marturet and Vollmer families which would bring the percentage to an aggregate of approximately 57%).
Security breaches or failures may have serious adverse financial and other consequences, including significant legal and remediation costs, disruption of operations, misappropriation of confidential information, damage to systems operated by us or our third-party service providers, as well as damaging our customers and our counterparties. Such losses and claims may not be covered by our insurance.
Security breaches or interruptions of systems operated by us or our third-party service providers may have serious adverse financial and other consequences, including significant legal and remediation costs, disruption of operations, misappropriation of confidential information, as well as damage to our customers and our counterparties. Any related losses and claims may not be covered by our insurance.
In addition, changes in the corporate tax rates could affect the value of our DTAs and may require a write-off of a portion of some of those assets. At December 31, 2024, we had net DTAs with a book value of $53.5 million, based on a U.S. corporate income tax rate of 21%.
In addition, changes in the corporate tax rates could affect the value of our DTAs and may require a write-off of a portion of some of those assets. At December 31, 2025, we had net DTAs with a book value of $35.6 million, based on a U.S. corporate income tax rate of 21%.
We had goodwill of $19.2 million and other intangible assets of $5.8 million at December 31, 2024. Our business acquisitions typically have resulted in goodwill and other intangible assets and these may result in a future impairment expense. We make estimates and assumptions in valuing such goodwill and intangible assets that affect our consolidated financial statements.
We had goodwill of $19.2 million and other intangible assets of $3.9 million at December 31, 2025. Our business acquisitions typically have resulted in goodwill and other intangible assets and these may result in a future impairment expense. We make estimates and assumptions in valuing such goodwill and intangible assets that affect our consolidated financial statements.
Recently, there have been an increase in the number of state-level anti-ESG initiatives in the U.S. that may conflict with regulatory requirements or our various stakeholders’ expectations.
Recently, there have been an increase in the number of state-level anti-ESG initiatives in the U.S., including in the State of Florida where we operate, that may conflict with regulatory requirements or our various stakeholders’ expectations.
Risks Related to Our Business and Operations Many of our major systems depend on and are operated by third-party vendors, and any systems failures or interruptions could adversely affect our operations and the services we provide to our customers.
Any of the foregoing developments could adversely affect our business, financial condition, results of operations, or cash flows. Risks Related to Our Business and Operations Many of our major systems depend on and are operated by third-party vendors, and any systems failures or interruptions could adversely affect our operations and the services we provide to our customers.
Our valuation of securities and the determination of a credit loss allowance in our investment securities portfolio are subjective and, if changed, could materially adversely affect our results of operations or financial condition. Fixed-maturity securities, as well as short-term investments which are reported at estimated fair value, represent the majority of our total investments.
Our valuation of securities in our investment securities portfolio are subjective and, if changed, we could recognize losses that could materially adversely affect our results of operations or financial condition. Fixed-maturity securities, as well as short-term investments which are reported at estimated fair value, represent the majority of our total investments.
Any losses or impairments to the carrying value of these investments or other changes may adversely affect our business, financial condition, results of operations, or cash flows. New lines of business, new products and services, or strategic project initiatives may subject us to additional risks.
Any losses or impairments to the carrying value of these investments or other changes may adversely affect our business, financial condition, results of operations, or cash flows. 41 Table of Contents New lines of business, new products or services, and technological advancements may subject us to additional risks.
If interest rates rise, our net interest income and the value of our assets could be reduced if interest paid on interest-bearing liabilities, such as deposits and borrowings, increases more quickly than interest received on interest-earning assets, such as loans and investment securities.
Rising interest rates may decrease our net interest income and the value of our assets if interest paid on interest-bearing liabilities, such as deposits and borrowings, increases more quickly than interest received on interest-earning assets, such as loans and investment securities.
In addition, although we seek to increase our trust, brokerage and investment advisory business from our domestic markets, substantially all our revenue from these services currently is from Venezuelan customers.
In addition, while we seek to increase our trust, brokerage and investment advisory business from domestic and other international customers, substantially all our revenue from these services currently is derived from Venezuelan customers.
Our access to funding sources in amounts adequate to finance or capitalize our activities on terms which are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or the economy in general, including but not limited to: a downturn in economic conditions in the geographic markets in which we operate or in the financial or credit markets in general; increases in interest rates; the liquidity needs of our depositors as well as competition for deposits; the availability of sufficient collateral that is acceptable to the FHLB and the Federal Reserve Bank, fiscal and monetary policy; and regulatory changes.
Our ability to obtain funding in adequate amounts and on acceptable terms to finance or capitalize our activities could be impaired by factors that affect us, the financial services industry, or the economy in general, including but not limited to: economic downturns in the markets in which we operate or in the financial or credit markets in general; rising interest rates; the liquidity needs of our depositors and competition for deposits; the availability of collateral that is acceptable to the FHLB and the Federal Reserve Bank, fiscal and monetary policy; and regulatory changes.
Disruptions in markets, economic conditions, including those resulting from a pandemic, changes in laws or regulations or other events could have a significant impact on the ability of our customers to repay and may adversely affect our business, financial condition, results of operations, or cash flows.
Disruptions in the commercial real estate market, economic conditions, changes in laws or regulations or other events could have a significant impact on the ability of our customers to repay and may adversely affect our business, financial condition, results of operations, or cash flows.
As of December 31, 2024, we had outstanding an aggregate principal amount of $60.0 million of senior notes with a coupon rate of 5.75% and a maturity date of June 30, 2025 (the “Senior Notes”); an aggregate principal amount of $30.0 million of 4.25% Fixed-to-Floating Rate Subordinated Notes due March 15, 2032 (the “Subordinated Notes”); and an aggregate principal amount of $64.2 million in junior subordinated debentures (the “Debentures”).
As of December 31, 2025, we had outstanding an aggregate principal amount of $30.0 million of 4.25% Fixed-to-Floating Rate Subordinated Notes due March 15, 2032 (the “Subordinated Notes”); and an aggregate principal amount of $64.2 million in junior subordinated debentures (the “Debentures”).
Due to the larger average size of each commercial loan as compared with other loans such as residential loans, as well as collateral that is generally less readily-marketable, losses incurred on a small number of commercial loans could have a material adverse impact on our financial condition and results of operations.
Due to the larger average size of each commercial loan as compared with other loans such as residential loans, as well as collateral that is generally less readily-marketable, losses incurred on a small number of commercial loans could have a material adverse impact on our financial condition and results of operations. 37 Table of Contents In addition, many of these loans are made to small business or middle market customers.
Despite our cybersecurity policies and procedures and our efforts to monitor and ensure the integrity of our and our service providers’ systems, we may not be able to anticipate all types of security threats, nor may we be able to implement preventive measures effective against all such security threats.
Cybersecurity” for an additional discussion on our information security program. 40 Table of Contents Despite our cybersecurity policies and procedures and our efforts to monitor and ensure the integrity of our and our service providers’ systems, we may not be able to anticipate all types of security threats, nor may we be able to implement preventive measures effective against all such security threats.
In addition, if the United States economy returns to a recessionary state, management believes that it could significantly affect the economic conditions of the market areas we serve and we could experience significantly higher delinquencies and loan losses, and therefore impact our earnings and financial condition, including our capital and liquidity. 44 Table of Contents Many of our loans are to commercial borrowers, which have unique risks compared to other types of loans.
In addition, if the United States economy returns to a recessionary state, management believes that it could significantly affect the economic conditions of the market areas we serve and we could experience significantly higher delinquencies and loan losses, and therefore impact our earnings and financial condition, including our capital and liquidity.
Our funding sources include deposits (core and non-core), federal funds purchased, securities sold under repurchase agreements, short-and long-term debt, the Federal Reserve Discount Window (Discount Window) and Federal Home Loan Bank of Atlanta, or FHLB, advances. We also maintain a portfolio of securities that can be used as a source of liquidity.
Our funding sources include deposits (core and non-core), federal funds purchased, securities sold under repurchase agreements, short-and long-term debt, the Federal Reserve Discount Window (Discount Window) and Federal Home Loan Bank of Atlanta, or FHLB, advances.
We face risks of litigation and regulatory investigations and actions, including the risk of class action lawsuits. Plaintiffs in class action and other lawsuits against us may seek very large or indeterminate amounts, including punitive and treble damages.
Litigation and regulatory investigations are increasingly common in our businesses and may result in significant financial losses and/or harm to our reputation. We face risks of litigation and regulatory investigations and actions, including the risk of class action lawsuits. Plaintiffs in class action and other lawsuits against us may seek very large or indeterminate amounts, including punitive and treble damages.
In addition, our right and the rights of our creditors, including holders of the Subordinated Notes and the Debentures to participate in the assets of any non-guarantor subsidiary upon its liquidation or reorganization would be subject to the prior claims of such non-guarantor subsidiary’s creditors, except to the extent that we may ourselves be a creditor with recognized claims against such non-guarantor subsidiary.
In addition, our right and the rights of our creditors, including holders of the Subordinated Notes and the Debentures to participate in the assets of any non-guarantor subsidiary upon its liquidation or reorganization would be subject to the prior claims of such non-guarantor subsidiary’s creditors, except to the extent that we may ourselves be a creditor with recognized claims against such non-guarantor subsidiary. 55 Table of Contents We may incur a substantial level of debt that could materially adversely affect our ability to generate sufficient cash to fulfill our obligations under the Subordinated Notes and the Debentures.
In a rapidly changing interest rate environment, we may be unable to manage our interest rate risk effectively, which could adversely impact our business, financial condition, results of operations, or cash flows. Our allowance for credit losses may prove inadequate.
If we are unable to manage our interest rate risk effectively in rapidly changing interest rate environments, our business, financial condition, results of operations, or cash flows could be materially and adversely affected. Our allowance for credit losses may prove inadequate. The allowance for credit losses is a valuation allowance for current expected credit losses.
In addition, rising interest rates may reduce the demand for loans and the volume of mortgage originations and re-financings, adversely affecting the profitability of our business. Increases in market interest rates may also impact our customers’ ability to repay their loans, which could increase the potential for default and our level of nonperforming assets and adversely affect our operating results.
Higher interest rates may reduce loan demand, lower mortgage originations and re-financing volumes, adversely affecting the profitability of our business. Increases in interest rates may also impact our customers’ ability to repay their loans, which could increase defaults and our nonperforming assets and adversely affect our operating results.
In addition, our ability to otherwise borrow money or issue and sell debt will depend on a variety of factors such as market conditions, the general availability of credit, our credit ratings, and our credit capacity. Alternative funding to deposits may carry higher costs.
In addition, our ability to borrow money or issue debt depends on market conditions, the availability of credit, our credit ratings, and our overall credit capacity. Alternative funding to deposits may carry higher costs.
While we assess regularly the likely outcomes of these potential audits, there can be no assurance that we will accurately predict the outcome of a potential audit, and an audit could have a material adverse impact on our business, financial condition, results of operations, or cash flows. 58 Table of Contents Litigation and regulatory investigations are increasingly common in our businesses and may result in significant financial losses and/or harm to our reputation.
While we assess regularly the likely outcomes of these potential audits, there can be no assurance that we will accurately predict the outcome of a potential audit, and an audit could have a material adverse impact on our business, financial condition, results of operations, or cash flows.
A decline in real estate prices increases delinquencies and losses on certain mortgage loans, generally, and particularly on second lien mortgages and home equity lines of credit. A substantial portion of our single family loans consist of jumbo loans, and the secondary market for jumbo mortgages has historically been less liquid compared to conforming loans .
Declining real estate values generally contribute to higher delinquencies and losses on mortgage loans, particularly second‑lien mortgages and home equity lines of credit. Additionally, a significant portion of our single‑family mortgage portfolio consists of jumbo loans, and the secondary market for these loans has historically been less liquid than the market for conforming mortgages.
We generally define fair value as the price that would be received in the sale of an asset or paid to transfer a liability. Considerable judgment is often required in interpreting market data to develop estimates of fair value, and the use of different assumptions or valuation methodologies may have a material effect on the estimated fair value amounts.
In addition, considerable judgment is often required in interpreting market data to develop estimates of fair value, and the use of different assumptions or valuation methodologies may have a material effect on the estimated fair value amounts.
All of the Bank’s deposits are denominated in U.S. Dollars. Adverse economic conditions in Venezuela may continue to negatively affect our Venezuelan deposit base, as customers residing in Venezuela rely on their U.S. Dollar deposits to fund living expenses and other necessities without being able to generate additional U.S. Dollars.
If economic conditions in Venezuela do not improve, adverse conditions there may negatively affect our Venezuelan deposit base, as customers residing in Venezuela rely on their U.S. Dollar deposits to fund living expenses and other necessities and may have limited ability to generate additional U.S. Dollars.
Furthermore, the BHC Act and the Change in Bank Control Act 62 Table of Contents impose notice, application and approvals and ongoing regulatory requirements on any shareholder or other party that seeks to acquire direct or indirect “control” of bank holding companies, such as ourselves.
Furthermore, the BHC Act and the Change in Bank Control Act impose notice, application and approvals and ongoing regulatory requirements on any shareholder or other party that seeks to acquire direct or indirect “control” of bank holding companies, such as ourselves. 54 Table of Contents Risks Related to our Indebtedness We may not be able to generate sufficient cash to service all of our debt, including the Subordinated Notes and the Debentures.
Our total loan exposure to international markets, primarily individuals in Venezuela and corporations in other Latin American countries, was $40.7 million, or less than 1.5%, of our total loans, at December 31, 2024. 60 Table of Contents If our policies, procedures and systems are deemed deficient or fail to prevent violations of law or the policies, procedures and systems of the financial institutions that we may acquire in the future are deficient, we would be subject to liability (including fines); formal regulatory enforcement actions (including possible cease and desist orders, restrictions on our ability to pay dividends, regulatory limitations on implementing certain aspects of our business plan, including acquisitions or banking center relocation or expansion); and additional expenses to cure any deficiency, which could adversely affect our business, financial condition, results of operations, or cash flows.
If our policies, procedures and systems are deemed deficient or fail to prevent violations of law or the policies, procedures and systems of the financial institutions that we may acquire in the future are deficient, we would be subject to liability (including fines); formal regulatory enforcement actions (including possible cease and desist orders, restrictions on our ability to pay dividends, regulatory limitations on implementing certain aspects of our business plan, including acquisitions or banking center relocation or expansion); and additional expenses to cure any deficiency, which could adversely affect our business, financial condition, results of operations, or cash flows. 52 Table of Contents Failures to comply with the fair lending laws, CFPB regulations or the Community Reinvestment Act, or CRA, could adversely affect us.
Realizing a deferred tax asset requires us to apply significant judgment and such judgment is inherently speculative because it requires estimates that cannot be made with certainty.
Factors in management’s determination include the performance of the business, including the ability to generate future taxable income. Realizing a deferred tax asset requires us to apply significant judgment and such judgment is inherently speculative because it requires estimates that cannot be made with certainty.
The ability to keep pace with technological change is important and the failure to do so could adversely affect our business, financial condition, results of operations, or cash flows. Conditions in Venezuela could adversely affect our operations. At December 31, 2024, 24% of our deposits, or approximately $1.9 billion, were from Venezuelan residents.
The ability to keep pace with technological change is important and the failure to do so could adversely affect our business, financial condition, results of operations, or cash flows.
These risks have increased with the implementation of remote and/or hybrid work protocols and may continue to increase in the future as the use of mobile banking and other internet-based products and services continues to grow. For example, in August 2022 and November 2023, we were notified by different third-party vendors that they had experienced potential cybersecurity incidents.
These risks have increased with the adoption of cloud and other technologies, such as the implementation of remote work protocols and may continue to increase in the future as the use of mobile banking and other internet-based products and services continues to grow. We have previously been notified by certain third‑party vendors of potential cybersecurity incidents affecting their systems.
CRE is cyclical and poses risks of possible loss due to concentration levels and risks of the assets being financed.
CRE loans typically involve large loan balances to single borrowers or groups of related borrowers. CRE is cyclical and poses risks of possible loss due to concentration levels and risks of the assets being financed.
We cannot assure that our CRE concentration risk management program will effectively manage our CRE concentration. CRE loans as well as other loans in our portfolio are secured by real estate.
As of December 31, 2025, the Bank’s portfolio of CRE loans represented 238.8% of its risk-based capital, and 37.5% of its total loans. We cannot assure that our CRE concentration risk management program will effectively manage our CRE concentration. CRE loans as well as other loans in our portfolio are secured by real estate.
Such regulators have the authority to require that a bank cease and desist from unsafe and unsound practices and to prevent a bank from paying a dividend if its financial condition is such that the regulator views the payment of a dividend to constitute an unsafe or unsound practice. 63 Table of Contents Accordingly, we can provide no assurance that we will receive dividends from the Bank in an amount sufficient to pay the principal of, or interest on, the Subordinated Notes and the Debentures.
Such regulators have the authority to require that a bank cease and desist from unsafe and unsound practices and to prevent a bank from paying a dividend if its financial condition is such that the regulator views the payment of a dividend to constitute an unsafe or unsound practice.
We compete for deposits, loans, and other financial services in our markets with other local, regional and national commercial banks, thrifts, credit unions, mortgage lenders, trust services providers and securities advisory and brokerage firms.
We compete for deposits, loans, and other financial services in our markets with other local, regional and national commercial banks, thrifts, credit unions, mortgage lenders, trust services providers and securities advisory and brokerage firms. Recent regulatory changes have reduced compliance obligations for large bank holding companies and increased the asset thresholds that trigger more stringent requirements.
Our information systems are exposed to cybersecurity threats and may experience interruptions and security breaches that could adversely affect our business and reputation. We rely heavily on communications and information systems, including those provided by third-party service providers, to conduct our business.
We rely heavily on communications and information systems, including those provided by third-party service providers, to conduct our business.
Further, when loans are placed on nonaccrual status any accrued but unpaid interest receivable is reversed, which decreases interest income; simultaneously, we will continue to have a cost to fund the loan, which is reflected as interest expense, without any interest income to offset the associated funding expense.
Further, when loans are placed on nonaccrual status any accrued but unpaid interest receivable is reversed, decreasing interest income; simultaneously, we will continue to incur funding costs, which is reflected as interest expense, without any interest income to offset such funding expense. Thus, an increase in the amount of nonperforming assets would have an adverse impact on net interest income.
Any significant restriction or disruption of our ability to obtain funding from these or other sources could have a negative effect on our ability to satisfy our current and future financial obligations, which could materially affect our financial condition or results of operations.
In addition, we maintain a portfolio of securities that can be used as a source of liquidity. Any significant restriction or disruption of our ability to obtain funding from these or other sources could adversely affect our liquidity and our ability to meet our current and future financial obligations, which could materially affect our financial condition or results of operations.
We periodically evaluate our service offerings and, occasionally, may seek to implement new lines of business or offer new products and services within existing lines of business.
From time to time, we implement new lines of business or offer new products and services within existing lines of business.
Economic and other conditions in Venezuela, or U.S. regulations or sanctions affecting the services we may provide to our Venezuelan customers may adversely affect the amounts of assets we manage or custody, and the trading volumes of our Venezuelan customers, reducing fees and commissions we earn from these businesses, and may adversely affect our business, financial condition, results of operations, or cash flows.
Adverse economic and other conditions in Venezuela, as well as U.S. regulations or sanctions affecting the services we may provide to our Venezuelan customers may adversely affect the amounts of assets we manage or custody, and decrease trading activity by our Venezuelan customers.
In addition, such negative effects on our customers could result in defaults on the loans we have made which would reduce our profitability and could materially adversely affect our business, financial condition, results of operations, or cash flows.
In addition, such negative effects on our customers could result in defaults on the loans we have made which would reduce our profitability and could materially adversely affect our business, financial condition, results of operations, or cash flows. 50 Table of Contents We are also subject to potential tax audits in various jurisdictions and in such event, tax authorities may disagree with certain positions we have taken and assess penalties or additional taxes.
We are not aware of any continuing cybersecurity threats or breaches involving these vendors, however, we, as well as our customers, regulators, and service providers, have experienced and will likely continue to experience a significant increase in information security and cybersecurity threats and attacks, see Item 1C. Cybersecurity for an additional discussion on our information security program.
We are not aware of any ongoing issues involving these vendors; however, we—and our customers, regulators, and service providers—have experienced, and are likely to continue experiencing, increasing information security and cybersecurity threats and attacks, see “Item 1C.
We had OREO balances of $18.1 million and $20.2 million at December 31, 2024 and 2023, respectively. Our non-performing assets may adversely affect our net income in various ways. We do not record interest income on nonaccrual loans or OREO, and these assets require higher loan administration and other costs, thereby adversely affecting our income.
We do not record interest income on nonaccrual loans or OREO, and these assets require higher loan administration and other costs, thereby adversely affecting our income.
As of December 31, 2024, approximately $2.5 billion, or 35%, and $1.8 billion, or 26%, of our loan portfolio was comprised of CRE loans and commercial loans, respectively.
Many of our loans are to commercial borrowers, which have unique risks compared to other types of loans. As of December 31, 2025, approximately $2.5 billion, or 38%, and $1.4 billion, or 24%, of our loan portfolio was comprised of CRE loans and commercial loans, respectively.
CECL generally results in earlier recognition of expected credit losses and may result in higher provision for credit losses and higher volatility in the quarterly provision for credit losses. Future provisions under the CECL model could adversely affect our business, financial condition, results of operations, or cash flows. Our concentration of CRE loans could result in increased loan losses.
Any increases in the provision for credit losses will result in a decrease in net income and may adversely affect our business, financial condition, results of operations, or cash flows. 36 Table of Contents Our concentration of CRE loans could result in increased loan losses. A significant portion of our loan portfolio is made up of CRE loans.
Since our balance sheet is asset sensitive, a decrease in interest rates or a flattening or inversion of the yield curve could adversely affect us.
Further, our net interest income may also decline if competitive pressures limit our ability to reduce rates on our deposits, while the yields on our assets decrease through loan prepayments and interest rate adjustments. Since our balance sheet is asset sensitive, a decrease in interest rates or a flattening or inversion of the yield curve could adversely affect us.
Notwithstanding the foregoing, the results of impairment testing on our goodwill or other intangible assets have no impact on our tangible book value or regulatory capital levels. We have a net deferred tax asset that may or may not be fully realized. Deferred income tax represents the tax effect of the timing differences between financial accounting and tax reporting.
We have a net deferred tax asset that may or may not be fully realized. Deferred income tax represents the tax effect of the timing differences between financial accounting and tax reporting. Deferred tax assets, or DTAs, are assessed periodically by management to determine whether they are realizable.
In declining rate environments, we may experience numerous loan prepayments and replacement loans may be priced at a lower rate, decreasing our net interest income.
Also, fixed-rate loans may adversely affect our margin in a rising interest rate environment, since our liabilities generally reprice more quickly than fixed-rate loans. Conversely, in declining rate environments, loan prepayments may accelerate and replacement loans may be priced at a lower rate, reducing net interest income.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Chief Information Security Officer, a key member of our risk management organization, who has overall responsibility, accountability, and ownership for this cybersecurity component, reports directly to the Chief Risk Officer and periodically presents reports to the Risk Committee of our Board of Directors.
Biggest changeOur Chief Information Security Officer, a key member of our risk management organization, who has overall responsibility, accountability, and ownership for this cybersecurity component, reports directly to the Chief Risk Officer and presents quarterly updates to the Risk Committee of our Board of Directors. 56 We are actively engaged in identifying, managing, and mitigating cybersecurity risks with the objective of avoiding or minimizing the impact of malicious and non-malicious actions and threats aimed at penetrating, disrupting or misusing our systems and information.
Several management committees, including our Executive Management Committee, manage our information security program and meet periodically to review and discuss information security matters. In general, summaries of key matters discussed are reported to the Risk Committee. Our Board, through the Risk Committee, is actively engaged in the oversight of our information security program.
Several management committees, including our Management Risk Committee, manage our information security program and meet periodically to review and discuss information security matters. In general, summaries of key matters discussed are reported to the Risk Committee. Our Board, through the Risk Committee, is actively engaged in the oversight of our information security program.
Our Chief Information Security Officer presents quarterly reports to the Risk Committee regarding our information security program, including relevant information on key risk and performance indicators related to cybersecurity matters as well as significant cybersecurity and privacy events. In addition, our information security risk profile is presented to the Risk Committee on a semi-annual basis. 66
Our Chief Information Security Officer presents quarterly reports to the Risk Committee regarding our information security program, including relevant information on key risk and performance indicators related to cybersecurity matters as well as significant cybersecurity and privacy events. In addition, our information security risk profile is presented to the Risk Committee on an annual basis. 58
A customer security awareness and communication program has also been developed and implemented to keep customers abreast of security and fraud risks. 65 While we believe that our business, financial condition, or results of operations have not been materially adversely affected by any cybersecurity incidents, cybersecurity threats are common and pervasive and, we, as well as our customers, regulators, and service providers, have experienced and will likely continue to experience a significant increase in information security and cybersecurity threats and attacks, see “Our information systems are exposed to cybersecurity threats and may experience interruptions and security breaches that could adversely affect our business and reputation” in Item 1A.
While we believe that our business, financial condition, or results of operations have not been materially adversely affected by any cybersecurity incidents, cybersecurity threats are common and pervasive and, we, as well as our customers, regulators, and service providers, have experienced and will likely continue to experience a significant increase in information security and cybersecurity threats and attacks, see “Our information systems are exposed to cybersecurity threats and may experience interruptions and security breaches that could adversely affect our business and reputation” in Item 1A.
We also leverage control testing of key controls, systems, and procedures of our information security program performed by internal and external auditors and external partners, that is periodically completed to assess their design and operating effectiveness and make recommendations to strengthen our risk management program.
We also leverage control testing of key controls, systems, and procedures of our information security program performed by internal and external auditors and external partners, that is periodically completed to assess their design and operating effectiveness and make recommendations to strengthen our risk management program. 57 We have developed and maintain an incident response plan that provides a documented procedure to respond and address cybersecurity incidents, including timely notification to the Executive Management Committee and the Risk Committee of the Board of Directors.
We are actively engaged in identifying, managing, and mitigating cybersecurity risks with the objective of avoiding or minimizing the impact of malicious and non-malicious actions and threats aimed at penetrating, disrupting or misusing our systems and information. Protecting company data, non-public customer and employee data, and the systems that collect, process, and maintain this information is deemed critical.
Protecting company data, non-public customer and employee data, and the systems that collect, process, and maintain this information is deemed critical.
Removed
We have developed and maintain an incident response plan that provides a documented procedure to respond and address cybersecurity incidents, including timely notification to the Executive Management Committee and the Risk Committee of the Board of Directors.
Added
A customer security awareness and communication program has also been developed and implemented to keep customers abreast of security and fraud risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn June 2024, we also leased 5,172 square feet in West Palm Beach, FL, which will have a new banking center and the West Palm Beach county regional office. Our various leases have periodic escalation clauses and may have options for extensions and other customary terms. 67 Table of Contents
Biggest changeOur various leases have periodic escalation clauses and most have options for extensions and other customary terms. 59 Table of Contents
In January 2024, we leased to a third-party approximately 19,000 square feet which we previously occupied. As a result, as of December 31, 2024 we occupied approximately 42,000 square feet, or approximately 23%, of the Headquarters Building, with the remaining approximately 135,000 square feet, or approximately 77%, either leased to third-parties or available for lease.
In January 2024, we leased to a third-party approximately 19,000 square feet which we previously occupied. As a result, as of December 31, 2025 we occupied approximately 42,000 square feet, or approximately 23%, of the Headquarters Building, with the remaining approximately 135,000 square feet, or approximately 77%, either leased to third-parties or available for lease.
Additionally, a significant portion of our support service units operate out of our new operations center in the Miramar Park of Commerce (the “Miramar Operations Center”), located at 10500 Marks Way, Miramar, FL 33025.
Additionally, a significant portion of our support service units operate out of our operations center in the Miramar Park of Commerce (the “Miramar Operations Center”), located at 10500 Marks Way, Miramar, FL 33025.
We occupy 15 banking centers under lease agreements with renewal options, two banking centers with long term ground leases, and two banking centers are owned. Our banking centers range from approximately 1,000 square feet to approximately 7,000 square feet, average of 3,300 square feet and total approximately 64,000 square feet.
In 2025, we sold two previously owned banking centers and leased back with long-term leases. Our banking centers range from approximately 1,000 square feet to approximately 7,000 square feet, average of 3,300 square feet and total approximately 177,000 square feet.
The Miramar Operations Center has a more efficient layout which allowed us to reduce our space to approximately 56,500 square feet from approximately 100,000 at the previous operations center. As of December 31, 2024, we had 19 banking centers, all located in Florida.
The Miramar Operations Center has a more efficient layout which allowed us to reduce our space to approximately 56,500 square feet from approximately 100,000 at the previous operations center which the Company used through June 2023. The Company currently leases a 14,416 square‑foot office in Tampa, Florida, which serves as our Tampa regional office and includes a banking center.
Removed
We opened a new banking center in Tampa, FL in 2024, which we also lease. We lease approximately 6,000 square feet in New York City, which was used as an LPO for CRE loans. We closed our New York CRE LPO in 2021, and subsequently subleased this property in January 2022.
Added
We also expanded our footprint in Broward County and currently lease a 12,702 square‑foot office in Plantation, Florida, which functions as our Broward County regional office. Lastly, in 2025, we successfully opened a new regional office in a 5,172 square‑foot facility in West Palm Beach, Florida, which houses our West Palm Beach County regional office along with a banking center.
Removed
In February 2023, the Company executed a new lease for 14,416 square feet office space in Tampa, FL, which now houses our recently opened banking center and where our new Tampa Regional Office is. In October 2023, the Company leased 12,702 square feet in Plantation, FL, for our Broward county regional office.
Added
As of December 31, 2025, we had 22 banking centers, all located in Florida. In January 2026, we opened an additional banking center in Bay Harbor Islands, Florida bringing our total to 23 banking centers. We currently operate 23 banking centers under lease agreements that include renewal options, of which two banking centers subject to long-term ground leases.
Added
In 2025, we opened the following banking centers: West Palm Beach, Downtown Tampa, Miami Beach and expanded our existing banking center at Key Biscayne. We also leased a future banking center which is located in St. Petersburg, Florida, further establishing our footprint in Central West, Florida.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed6 unchanged
Biggest changeHowever, due to the inherent uncertainty in litigation and regulatory matters, the final resolution of one or more cases can have a material effect on our financial position, results of operations, or cash flows in a particular reporting period. Item 4. MINE SAFETY DISCLOSURES Not applicable. 68 Table of Contents PART II
Biggest changeHowever, due to the inherent uncertainty in litigation and regulatory matters, the final resolution of one or more cases can have a material effect on our financial position, results of operations, or cash flows in a particular reporting period. Item 4. MINE SAFETY DISCLOSURES Not applicable. 60 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+3 added−0 removed9 unchanged
Biggest changeCumulative total return expressed in Dollars assumes an investment of $100 on December 31, 2019 and reinvestment of dividends as paid. 70 Table of Contents Total Return Performance (in Dollars) December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 AMTB $ 100.00 $ 69.76 $ 158.56 $ 123.18 $ 112.76 $ 102.85 NYSE Composite Index 100.00 104.40 123.37 109.14 121.13 137.26 KBW Nasdaq Bank Index 100.00 86.37 116.63 88.96 84.70 112.44 The above graph and table illustrate the performance of Company Class A from December 31, 2019 and reflect: • the Clean-up Merger, under which terms each outstanding share of Class B common stock was automatically converted to 0.95 of a share of Class A common stock.
Biggest changeCumulative total return expressed in Dollars assumes an investment of $100 on December 31, 2020 and reinvestment of dividends as paid. 63 Table of Contents Total Return Performance (in Dollars) December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 AMTB $ 100.00 $ 227.30 $ 176.58 $ 161.64 $ 147.43 $ 128.36 NYSE Composite Index 100.00 118.17 104.54 116.03 131.48 151.49 KBW Nasdaq Bank Index 100.00 135.04 103.00 96.02 130.19 168.50 The above graph and table illustrate the performance of Company Class A common stock from December 31, 2020 and reflect: • the Clean-up Merger, under which terms each outstanding share of Class B common stock was automatically converted to 0.95 of a share of Class A common stock.
The following graph compares the cumulative total return of the Class A common stock during the five years ended December 31, 2024, as compared to the cumulative total return on stocks included in the NYSE Composite Index, and the KBW Nasdaq Bank Index over such period.
The following graph compares the cumulative total return of the Class A common stock during the five years ended December 31, 2025, as compared to the cumulative total return on stocks included in the NYSE Composite Index, and the KBW Nasdaq Bank Index over such period.
Dividends In January 2025 and each of the four quarters of 2024 and 2023, the Company’s Board of Directors declared a cash dividend of $0.09 per share of the Company’s Class A common stock.
Dividends In January 2026 and each of the four quarters of 2025 and 2024, the Company’s Board of Directors declared a cash dividend of $0.09 per share of the Company’s Class A common stock.
Holders of record As of February 27, 2025, there were 382 shareholders of record of the Company’s Class A common stock. The shareholders of record include Cede & Co., a nominee for The Depository Trust Company, or DTC, which holds shares of our Class A common stock on behalf of an indeterminate number of beneficial owners.
Holders of record As of February 26, 2026, there were 329 shareholders of record of the Company’s Class A common stock. The shareholders of record include Cede & Co., a nominee for The Depository Trust Company, or DTC, which holds shares of our Class A common stock on behalf of an indeterminate number of beneficial owners.
For further information, see “Supervision and Regulation—Payment of Dividends and Repurchases.” 69 Table of Contents Stock Performance Graph The following stock performance graph and related disclosures do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by us under the Securities Act or the Exchange Act, except to the extent we specifically incorporate them by reference therein.
The 2026 Repurchase Program will be effective until December 31, 2026. 62 Table of Contents Stock Performance Graph The following stock performance graph and related disclosures do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by us under the Securities Act or the Exchange Act, except to the extent we specifically incorporate them by reference therein.
Added
For further information, see “Supervision and Regulation—Payment of Dividends and Repurchases.” 61 Table of Contents UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following table provides information regarding repurchases of the Company’s common stock by the Company during the three months ended December 31, 2025: (a) (b) (c) (d) Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Current Program October 1 - October 31 35,000 17.14 35,000 $ 12,400,161 November 1 - November 30 664,906 17.59 664,906 706,425 December 1 - December 31 37,428 18.87 37,428 — Total 737,334 17.63 737,334 — ________________ (1) On December 11, 2024, the Company announced that the Board of Directors approved to extend the expiration date of the Stock Repurchase Program to December 31, 2025.
Added
As of December 11, 2024 the Company had approximately $12.4 million available for repurchases under the Stock Repurchase Program. In the three months ended December 31, 2025, the Company repurchased an aggregate of 737,334 shares of Class A common stock at a weighted average price of $17.63 per share, under the Stock Repurchase Program.
Added
As of December 31, 2025, the Stock Repurchase Program was completed. In January 2026, the Company’s Board of Directors authorized a new stock repurchase program (the “2026 Stock Repurchase Program”), pursuant to which the Company may purchase, from time to time, up to an aggregate amount of $40 million of its shares of Class A common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

280 edited+135 added−98 removed145 unchanged
Biggest changeAdditionally, these non-GAAP financial measures may differ from similar measures presented by other companies. 93 Table of Contents The following table is a reconciliation of the Company’s PPNR and Core PPNR, non GAAP financial measures, as of the dates presented: December 31, (in thousands) 2024 2023 2022 Net (loss) income attributable to Amerant Bancorp Inc. $ (15,752) $ 32,490 $ 63,310 Plus: provision for credit losses (1) 60,460 61,277 13,945 Plus: provision for income tax (benefit) expense (8,332) 10,539 16,621 Pre-provision net revenue (PPNR) $ 36,376 $ 104,306 $ 93,876 Plus: non-routine noninterest expense items 26,382 66,152 18,970 Plus (less): non-routine noninterest income items 62,798 (28,468) (7,367) Core pre-provision net revenue (Core PPNR) $ 125,556 $ 141,990 $ 105,479 Non-routine noninterest income items: Derivative (losses) gains, net (196) 28 455 Securities losses, net (2) (76,855) (10,989) (3,689) Bank owned life insurance charge (3) — (655) — Gain on sale of Houston Franchise (11) 12,636 — — Gain on early extinguishment of FHLB advances, net 1,617 40,084 10,678 Loss on sale of loans $ — $ — $ (77) Total non-routine noninterest income items $ (62,798) $ 28,468 $ 7,367 Non-routine noninterest expense items: Restructuring costs (4) Staff reduction costs (5) $ — $ 4,006 $ 3,018 Contract termination costs (6) — 1,550 7,103 Consulting and other professional fees and software expenses (7) — 6,379 3,625 Digital transformation expenses — — 45 Disposition of fixed assets (8) — 1,419 — Branch closure and related charges (9) — 2,279 1,612 Total restructuring costs $ — $ 15,633 $ 15,403 Other non-routine noninterest expense items: Losses on loans held for sale carried at the lower cost or fair value (10)(11) $ 13,900 $ 43,057 $ 159 Other real estate owned valuation expense (12) 5,672 2,649 3,408 Goodwill and intangible assets impairment (11) 300 1,713 — Fixed assets impairment (11)(13) 3,443 — — Legal, broker fees, and other costs (11) 3,067 — — Bank owned life insurance enhancement costs (3) — 1,137 — Impairment charge on investment carried at cost — 1,963 — Total non-routine noninterest expense items $ 26,382 $ 66,152 $ 18,970 (1) In 2024, includes $57.6 million of provision for credit losses on loans and $2.8 million on unfunded commitments (contingencies).
Biggest changeAdditionally, these non-GAAP financial measures may differ from similar measures presented by other companies. 87 Table of Contents The following table is a reconciliation of the Company’s PPNR and Core PPNR, ROA and Core ROA, ROE and Core ROE, non-GAAP financial measures, as of the dates presented: December 31, (in thousands) 2025 2024 2023 Net income (loss) attributable to Amerant Bancorp Inc. $ 52,417 $ (15,752) $ 32,490 Plus: provision for credit losses (1) 42,596 60,460 61,277 Plus: provision for income tax expense (benefit) 13,724 (8,332) 10,539 Pre-provision net revenue (PPNR) $ 108,737 $ 36,376 $ 104,306 Plus: non-core noninterest expense items (2) 32,902 26,382 66,152 Plus (less): non-core noninterest income items (2) (7,899) 62,798 (28,468) Core pre-provision net revenue (Core PPNR) $ 133,740 $ 125,556 $ 141,990 Total noninterest income $ 78,613 $ 9,909 $ 87,496 Less: non-core noninterest income items (2) : Derivative (losses) gains, net (3) (3,355) (196) 28 Securities gains (losses), net (4) 5,100 (76,855) (10,989) Bank owned life insurance charge (5) — — (655) Gain on sale of Houston Franchise (6) — 12,636 — Gain on early extinguishment of FHLB advances, net 12 1,617 40,084 Gain on sale of loans (7) 2,799 — — Gain on the sale and lease back of branches (8) 3,343 — — Total non-core noninterest income items (2) $ 7,899 $ (62,798) $ 28,468 Core noninterest income $ 70,714 $ 72,707 $ 59,028 Total noninterest expenses $ 330,561 $ 299,490 $ 311,355 Less: non-core noninterest expense items (2) : Restructuring costs (9) Staff reduction costs (10) — — 4,006 Contract termination costs (11) 7,483 — 1,550 Consulting and other professional fees and software expenses (12) — — 6,379 Disposition of fixed assets (13) — — 1,419 Branch closure and related charges (14) — — 2,279 Total restructuring costs $ 7,483 $ — $ 15,633 Other non-core noninterest expense items (2) : Losses on loans held for sale carried at the lower cost or fair value (6)(15) 15,731 13,900 43,057 Net losses on sale and valuation expense on other real estate owned (16) 1,936 5,672 2,649 Goodwill and intangible assets impairment (6)(17) 500 300 1,713 Fixed assets impairment (6)(18) — 3,443 — Legal, broker fees, and other costs (6) — 3,067 — Bank owned life insurance enhancement costs (5) — — 1,137 Impairment charge on investment carried at cost 2,500 — 1,963 Amerant Mortgage downsizing costs (19) 950 — — Staff separation costs (20) 3,802 — — Total non-core noninterest expense items (2) $ 32,902 $ 26,382 $ 66,152 Core noninterest expenses $ 297,659 $ 273,108 $ 245,203 88 Table of Contents December 31, 2025 2024 Net income (loss) attributable to Amerant Bancorp Inc. $ 52,417 $ (15,752) Plus after-tax non-core items in noninterest expense: Non-core items in noninterest expense before income tax effect 32,902 26,382 Income tax effect (21) (6,827) (5,937) Total after-tax non-core items in noninterest expense 26,075 20,445 (Less) plus: before-tax non-core items in noninterest income: Non-core items in noninterest income before income tax effect (7,899) 62,798 Income tax effect (21) 1,639 (17,045) Total after-tax non-core items in noninterest income (6,260) 45,753 Core net income $ 72,232 $ 50,446 Net income (loss) / Average total assets (ROA) 0.51 % (0.16) % Plus: after tax impact of non-core items in noninterest expense 0.26 % 0.21 % (Less) plus: after tax impact of non-core items in noninterest income (0.06) % 0.46 % Core net income / Average total assets (Core ROA) 0.71 % 0.51 % Net income (loss) / Average stockholders' equity (ROE) 5.62 % (1.99) % Plus: after tax impact of non-core items in noninterest expense 2.80 % 2.58 % (Less) plus: after tax impact of non-core items in noninterest income (0.67) % 5.78 % Core net income / Average stockholders' equity (Core ROE) 7.75 % 6.37 % (1) Includes provision for credit losses on loans and provision for loan contingencies.
Noninterest expense consists of: (i) salaries and employee benefits; (ii) occupancy and equipment expenses; (iii) professional and other services fees; (iv) loan-level derivative expenses; (v) FDIC deposit and business insurance assessments and premiums; (vi) telecommunication and data processing expenses; (vii) depreciation and amortization; (viii) advertising and marketing expenses; (ix) other real estate and repossessed assets, net; (x) contract termination costs, (xi) losses on sale of assets, and (xii) other operating expenses.
Noninterest expense consists of: (i) salaries and employee benefits; (ii) occupancy and equipment expenses; (iii) professional and other services fees; (iv) loan-level derivative expenses; (v) FDIC deposit and business insurance assessments and premiums; (vi) telecommunication and data processing expenses; (vii) depreciation and amortization; (viii) advertising and marketing expenses; (ix) other real estate and repossessed assets, net; (x) losses on sale of assets; (xi) contract termination costs; and (xii) other operating expenses.
Occupancy expense consists of lease expense on our leased properties, including right-of-use or ROU asset impairment charges, and other occupancy-related expenses. Equipment expense includes furniture, fixtures and equipment related expenses.
Occupancy expenses consists of lease expense on our leased properties, including right-of-use or ROU asset impairment charges, and other occupancy-related expenses. Equipment expense includes furniture, fixtures and equipment-related expenses.
Charge-offs in 2024 included: (i) $39.6 million related to seven commercial loans; (ii) $24.4 million related to multiple consumer and overdraft loans, primarily purchased indirect consumer loans, and (iii) $12.4 million in connection with multiple smaller commercial and real estate loans.
In 2024, charge-offs included: (i) $39.6 million related to seven commercial loans; (ii) $24.4 million related to multiple consumer and overdraft loans, primarily purchased indirect consumer loans, and (iii) $12.4 million in connection with multiple smaller commercial and real estate loans.
Re-evaluation of the ACL estimate in future periods, in light of changes in composition and characteristics of the loan portfolio, changes in the reasonable and supportable forecast and other factors then prevailing may result in material changes in the amount of the ACL and credit loss expense in those future periods.
Re-evaluation of the ACL estimate in future periods, in light of changes in composition and characteristics of the loan portfolio, changes in the reasonable and supportable forecast and other factors then prevailing may result in material changes in the amount of the ACL and credit loss expense in those future periods.
Repurchase Plans Details On December 19, 2022, the Company announced that the Board of Directors authorized a new repurchase program pursuant to which the Company may purchase, from time to time, up to an aggregate amount of $25 million of its shares of Class A common stock (the “2023 Class A Common Stock Repurchase Program”).
Stock Repurchase Plans Details On December 19, 2022, the Company announced that the Board of Directors authorized a new repurchase program pursuant to which the Company may purchase, from time to time, up to an aggregate amount of $25 million of its shares of Class A common stock (the “2023 Class A Common Stock Repurchase Program”).
Under the CECL accounting guidance, the Allowance for Credit Losses, or ACL, is a valuation account that is deducted from the amortized cost basis of financial assets, including loans held for investments and debt securities held to maturity, to present the net amount that is expected to be collected throughout the life of those financial assets.
Allowance for Credit Losses Under the CECL accounting guidance, the Allowance for Credit Losses, or ACL, is a valuation account that is deducted from the amortized cost basis of financial assets, including loans held for investments and debt securities held to maturity, to present the net amount that is expected to be collected throughout the life of those financial assets.
Factors that may be considered in aggregating loans for this purpose include but are not necessarily limited to, product or collateral type, industry, geography, internal risk rating, credit characteristics such as credit scores or collateral values, and historical or expected credit loss patterns.
Factors that may be considered in aggregating loans for this purpose include but are not necessarily limited to, product or collateral type, industry, geography, internal risk rating, credit characteristics such as credit scores or collateral values, and historical or expected credit loss patterns.
Securities generally must be classified as held to maturity, or HTM, debt securities available-for-sale, or AFS, trading or, equity securities with readily available fair values. Securities classified as HTM are securities we have both the ability and intent to hold until maturity and are carried at amortized cost, less any allowance for credit losses.
Securities generally must be classified as held to maturity, or HTM, debt securities available-for-sale, or AFS, trading or, equity securities with readily available fair values. Securities classified as HTM, if any, are securities we have both the ability and intent to hold until maturity and are carried at amortized cost, less any allowance for credit losses.
(2) In the third quarter of 2024, the Company executed an investment portfolio repositioning which resulted in a total pre-tax net loss of $68.5 million during the same period. The investment portfolio repositioning was completed in early October 2024 resulting in an additional $8.1 million in losses in the fourth quarter of 2024.
In the third quarter of 2024, the Company executed an investment portfolio repositioning which resulted in a total pre-tax net loss of $68.5 million during the same period. The investment portfolio repositioning was completed in early October 2024 resulting in an additional $8.1 million in losses in the fourth quarter of 2024.
With respect to modifications made to borrowers experiencing financial difficulty, a change to the ACL is generally not recorded upon modification since the effect of these modifications is already included in the ACL given the measurement methodologies used to estimate the ACL.
With respect to modifications made to borrowers experiencing financial difficulty, a significant change to the ACL is generally not recorded upon modification since the effect of these modifications is already included in the ACL given the measurement methodologies used to estimate the ACL.
With respect to modifications made to borrowers experiencing financial difficulty, a change to the ACL is generally not recorded upon modification since the effect of these modifications is already included in the ACL given the measurement methodologies used to estimate the ACL.
With respect to modifications made to borrowers experiencing financial difficulty, a significant change to the ACL is generally not recorded upon modification since the effect of these modifications is already included in the ACL given the measurement methodologies used to estimate the ACL.
Asset Quality. We manage the diversification and quality of our assets based upon factors that include the level, distribution and risks in each category of assets. Problem assets may be categorized as classified, delinquent, nonaccrual, nonperforming and restructured assets.
We manage the diversification and quality of our assets based upon factors that include the level, distribution and risks in each category of assets. Problem assets may be categorized as classified, delinquent, nonaccrual, nonperforming and restructured assets.
This was mainly driven by an increase in commercial real estate and construction loan commitments. The Company uses interest rate swaps and other derivative instruments as part of its normal business operations.
This was mainly driven by an increase in commercial real estate loan commitments. The Company uses interest rate swaps and other derivative instruments as part of its normal business operations.
See more details on the stock repurchase program launched in 2023 further below. 129 Table of Contents Non-controlling Interest The Company records net loss attributable to Non-controlling interests in its condensed consolidated statement of operations and comprehensive income (loss) equal to the percentage of the economic or ownership interest retained in the interest of Amerant Mortgage, and presents non-controlling interests as a component of stockholders’ equity on the consolidated balance sheets.
See more details on the stock repurchase program launched in 2023 further below. 122 Table of Contents Non-controlling Interest The Company records net loss attributable to Non-controlling interests in its condensed consolidated statement of operations and comprehensive income (loss) equal to the percentage of the economic or ownership interest retained in the interest of Amerant Mortgage, and presents non-controlling interests as a component of stockholders’ equity on the consolidated balance sheets.
Re-evaluation of the ACL estimate in future periods, in light of changes in composition and characteristics of the loan portfolio, changes in the reasonable and supportable forecast and other factors then prevailing may result in material changes in the amount of the ACL and credit loss expense in those future periods. 138 Table of Contents Expected credit losses are estimated on a collective basis for groups of loans that share similar risk characteristics.
Re-evaluation of the ACL estimate in future periods, in light of changes in composition and characteristics of the loan portfolio, changes in the reasonable and supportable forecast and other factors then prevailing may result in material changes in the amount of the ACL and credit loss expense in those future periods. 131 Table of Contents Expected credit losses are estimated on a collective basis for groups of loans that share similar risk characteristics.
(3) In 2023, the Company completed a restructuring of its bank-owned life insurance (“BOLI”) program. This was executed through a combination of a 1035 exchange and a surrender and reinvestment into higher-yielding general account with a new investment grade insurance carrier. This transaction allowed for higher team member participation through an enhanced split-dollar plan.
(5) In 2023, the Company completed a restructuring of its bank-owned life insurance (“BOLI”) program. This was executed through a combination of a 1035 exchange and a surrender and reinvestment into higher-yielding general account with a new investment grade insurance carrier. This transaction allowed for higher team member participation through an enhanced split-dollar plan.
Therefore, the Company did not record any loss or gain attributable to non-controlling interest in 2024 and had no equity attributable to the non-controlling interest at December 31, 2024 and 2023. See Note 1 to our audited annual consolidated financial statements in this Form 10-K for detailed information on changes in ownership interest in Amerant Mortgage.
Therefore, the Company did not record any loss or gain attributable to non-controlling interest in 2024 and had no equity attributable to the non-controlling interest at December 31, 2025 and 2024. See Note 1 to our audited annual consolidated financial statements in this Form 10-K for detailed information on changes in ownership interest in Amerant Mortgage.
The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the ACL. 110 Table of Contents Problem Loans. Loans are considered delinquent when principal or interest payments are past due 30 days or more.
The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the ACL. 103 Table of Contents Problem Loans. Loans are considered delinquent when principal or interest payments are past due 30 days or more.
We currently anticipate that our available funds, credit facilities, and cash flows from operations will be sufficient to meet our operational cash needs for the foreseeable future. Other than the changes discussed herein, there have been no material changes to the contractual obligations previously disclosed in the 2023 Form 10-K.
We currently anticipate that our available funds, credit facilities, and cash flows from operations will be sufficient to meet our operational cash needs for the foreseeable future. Other than the changes discussed herein, there have been no material changes to the contractual obligations previously disclosed in the 2024 Form 10-K.
The table below summarizes, by remaining maturity, our significant contractual cash obligations as of December 31, 2024. Amounts in this table reflect the minimum contractual obligation under legally enforceable contracts with terms that are both fixed and determinable. All other contractual cash obligations on this table are reflected in our consolidated balance sheet.
The table below summarizes, by remaining maturity, our significant contractual cash obligations as of December 31, 2025. Amounts in this table reflect the minimum contractual obligation under legally enforceable contracts with terms that are both fixed and determinable. All other contractual cash obligations on this table are reflected in our consolidated balance sheet.
See our Annual Report on Form 10-K for the year ended December 31, 2023 for additional details on the Company’s financial condition and results of operations in 2023 and changes in the Company’s financial condition and results of operations from 2022 to 2023 . Overview Our Company We are a bank holding company headquartered in Coral Gables, FL.
See our Annual Report on Form 10-K for the year ended December 31, 2024 for additional details on the Company’s financial condition and results of operations in 2024 and changes in the Company’s financial condition and results of operations from 2023 to 2024 . Overview Our Company We are a bank holding company headquartered in Coral Gables, FL.
We proactively and carefully monitor the Company’s credit quality practices, including examining and responding to patterns or trends that may arise across certain industries or regions. 87 Table of Contents Noninterest Income The table below sets forth a comparison for each of the categories of noninterest income for the periods presented.
We proactively and carefully monitor the Company’s credit quality practices, including examining and responding to patterns or trends that may arise across certain industries or regions. 81 Table of Contents Noninterest Income The table below sets forth a comparison for each of the categories of noninterest income for the periods presented.
The Company expects to collect the amortized cost basis of government insured residential loans due to the nature of the government guarantee and, therefore generally have no expected credit losses. 139 Table of Contents Expected credit losses on loans to borrowers that are domiciled in foreign countries, primarily loans in the Consumer and Financial Institutions portfolios are generally estimated by assessing the any available cash or other types of collateral, and the probability of losses arising from the Company’s exposure to those collateral assets.
The Company expects to collect the amortized cost basis of government insured residential loans due to the nature of the government guarantee and, therefore generally have no expected credit losses. 132 Table of Contents Expected credit losses on loans to borrowers that are domiciled in foreign countries, primarily loans in the Consumer and Financial Institutions portfolios are generally estimated by assessing available cash or other types of collateral, and the probability of losses arising from the Company’s exposure to those collateral assets.
Securities are returned to accrual status only when collection of interest is reasonably assured. 137 Table of Contents Fair Value of Financial Instruments. We are, under applicable accounting guidance, required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value.
Securities are returned to accrual status only when collection of interest is reasonably assured. 130 Table of Contents Fair Value of Financial Instruments. We are, under applicable accounting guidance, required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value.
Contractual maturities of investment securities are adjusted for anticipated prepayments of amortizing U.S. government sponsored agency debt and enterprise debt securities, which shorten the average lives of these investments. Goodwill. Goodwill was $19.2 million as of December 31, 2024 and 2023.
Contractual maturities of investment securities are adjusted for anticipated prepayments of amortizing U.S. government sponsored agency debt and enterprise debt securities, which shorten the average lives of these investments. Goodwill. Goodwill was $19.2 million as of December 31, 2025 and 2024.
Similarly, broker quotes that are executable are given a higher level of reliance than indicative broker quotes, which are not executable. These processes and controls are performed independently of the business. For additional information, see Note 18 of our audited consolidated financial statements.
Similarly, broker quotes that are executable are given a higher level of reliance than indicative broker quotes, which are not executable. These processes and controls are performed independently of the business. For additional information, see Note 20 of our audited consolidated financial statements.
(5) Includes service fees in connection with our loan-level derivative income generation activities. (6) In 2023, includes a charge of $0.9 million for the accelerated depreciation of leasehold improvements in connection with the closure of a branch in Miami, FL in 2023.
(6) In 2023, includes a charge of $0.9 million for the accelerated depreciation of leasehold improvements in connection with the closure of a branch in Miami, FL in 2023. (7) Includes service fees in connection with our loan-level derivative income generation activities.
Variability in the market and changes in assumptions or subjective measurements used to determine fair value are reasonably possible and may have a material impact on our financial position, liquidity or results of operations. Deferred Income Taxes. We use the balance sheet method of accounting for income taxes as prescribed by GAAP.
Variability in the market and changes in assumptions or subjective measurements used to determine fair value are reasonably possible and may have a material impact on our financial position, liquidity or results of operations. 133 Table of Contents Deferred Income Taxes. We use the balance sheet method of accounting for income taxes as prescribed by GAAP.
These loans include working capital loans, asset-based lending, participations in Shared National Credit facilities, or SNCs (loans of $100 million or more that are shared by two or more institutions), purchased receivables and SBA loans, among others. The tenors may be either short term (one year or less) or long term, and they may be secured, unsecured, or partially secured.
These loans include working capital loans, asset-based lending, participations in SNCs (loans of $100 million or more that are shared by two or more institutions), purchased receivables and SBA loans, among others. The tenors may be either short term (one year or less) or long term, and they may be secured, unsecured, or partially secured.
In 2024, the Company executed the Securities Repositioning and transferred all its debt securities held to maturity to the available for sale category. (5) In 2023, the Company sold its marketable equity securities with a total fair value of $11.2 million at the time of sale, and recognized a net loss of $0.2 million in connection with this transaction.
In 2024, the Company executed the Securities Repositioning and transferred all its debt securities held to maturity to the available for sale category. 113 Table of Contents (5) In 2023, the Company sold its marketable equity securities with a total fair value of $11.2 million at the time of sale, and recognized a net loss of $0.2 million in connection with this transaction.
Non-refundable loan origination fees, net of direct costs of originating loans, as well as premiums or 72 Table of Contents discounts paid on loan purchases, are deferred and recognized over the life of the related loan as an adjustment to interest income in accordance with generally accepted accounting principles (“GAAP”).
Non-refundable loan origination fees, net of direct costs of originating loans, as well as premiums or discounts paid on loan purchases, are deferred and recognized over the life of the related loan as an adjustment to interest income in accordance with generally accepted accounting principles (“GAAP”).
(3) Total loans, net is the principal balance of outstanding loans, including loans held for investment, loans held for sale carried at the lower of cost or fair value, and mortgage loans held for sale, net of unamortized deferred nonrefundable loan origination fees and loan origination costs, and unamortized premiums paid on purchased loans, adjusted by the allowance for credit losses. 99 Table of Contents The table below summarizes the composition of loans held for investment by type of loan as of the end of each period presented.
(2) Total loans, net is the principal balance of outstanding loans, including loans held for investment, loans held for sale carried at the lower of cost or fair value, and mortgage loans held for sale, net of unamortized deferred nonrefundable loan origination fees and loan origination costs, and unamortized premiums paid on purchased loans, adjusted by the allowance for credit losses. 93 Table of Contents The table below summarizes the composition of loans held for investment by type of loan as of the end of each period presented.
As of December 31, 2024, the Company had $10.8 million of loans held for sale in the construction and real estate economic sector and $32.1 million of loans held for sale in other sectors.
At December 31, 2024, the Company had $10.8 million of loans held for sale in the construction and real estate economic sector and $32.1 million of loans held for sale in other sectors.
An asset classified as loss is not considered collectable and is of such little value that the continuance of carrying a value on the books is not warranted. 114 Table of Contents We use the term “classified loans” to describe loans that are substandard and doubtful, and we use the term “criticized loans” to describe loans that are special mention and classified loans.
An asset classified as loss is not considered collectable and is of such little value that the continuance of carrying a value on the books is not warranted. We use the term “classified loans” to describe loans that are substandard and doubtful, and we use the term “criticized loans” to describe loans that are special mention and classified loans.
(2) In 2024, as a result of the Company’s Securities Repositioning strategy, the Company sold its corporate bonds including subordinated debt securities issued by financial institutions. As of December 31, 2023 and 2022, corporate bonds in the financial services sector represent 1.9% and 2.3% of our total assets, respectively..
(2) In 2024, as a result of the Company’s Securities Repositioning strategy, the Company sold its corporate bonds including subordinated debt securities issued by financial institutions. As of December 31, 2023, corporate bonds in the financial services sector represent 1.9% of our total assets, respectively.
The following table sets forth information about the outstanding amounts of our short-term borrowings at the close of and for years ended December 31, 2024, 2023 and 2022.
The following table sets forth information about the outstanding amounts of our short-term borrowings at the close of and for years ended December 31, 2025, 2024 and 2023.
Advertising expenses are expensed as incurred, except for media production costs which are expensed upon the first airing of the advertisement. 74 Table of Contents FDIC deposit and business insurance assessments and premiums include deposit insurance, net of any credits applied against these premiums, corporate liability and other business insurance premiums.
Advertising expenses are expensed as incurred, except for media production costs which are expensed upon the first airing of the advertisement. FDIC deposit and business insurance assessments and premiums include deposit insurance, net of any credits applied against these premiums, corporate liability and other business insurance premiums.
See “Item 1- Business” for more details. Our income from service fees on deposit accounts is affected primarily by the volume, growth and mix of deposits we hold and volume of transactions initiated by customers (i.e. wire transfers). These are affected by prevailing market pricing of deposit services, interest rates, our marketing efforts and other factors.
See “Item 1. Business” for more details. Our income from service fees on deposit accounts is primarily affected by the volume, growth and mix of deposits we hold, as well as the volume of transactions initiated by customers (e.g., wire transfers). These are affected by prevailing market pricing of deposit services, interest rates, our marketing efforts and other factors.
Also in 2023, 90 Table of Contents includes additional costs of $1.1 million in connection with the restructuring of the Company’s BOLI as well as an impairment charge of $2.0 million related to an investment carried at cost and included in other assets .
Also in 2023, includes additional costs of $1.1 million in connection with the restructuring of the Company’s BOLI as well as an impairment charge of $2.0 million related to an investment carried at cost and included in other assets.
These loans are considered uncollectable when a loss becomes evident to management, which generally occurs when the following conditions are present, among others: (1) a loan or portions of a loan are classified as “loss” in accordance with the internal risk grading system; (2) a collection attorney has provided a written statement indicating that a loan or portions of a loan are considered uncollectible; and (3) the carrying value of a collateral-dependent loan exceeds the appraised value of the asset held as collateral.
These loans are considered uncollectable when a loss becomes evident to management, which generally occurs when the following conditions are present, among others: (1) a loan or portions of a loan are classified as “loss” in accordance with the internal risk grading system; (2) a collection attorney has provided a written statement indicating that a loan or portions of a loan are considered uncollectible; and (3) when there is a loss of value represented by the carrying value of a collateral-dependent loan exceeding the appraised value of the asset held as collateral.
The emphasis of this discussion will be on changes in the year ended December 31, 2024 with respect to 2023 .
The emphasis of this discussion will be on changes in the year ended December 31, 2025 with respect to 2024 .
Noninterest income consists of, among other revenue streams: (i) service fees on deposit accounts; (ii) income from brokerage, advisory and fiduciary activities; (iii) benefits from and changes in cash surrender value of bank-owned life insurance, or BOLI, policies; (iv) card and trade finance servicing fees; (v) securities gains or losses; (vi) net gains and losses on early extinguishment of FHLB advances which we may execute from time to time as part of asset/liability management activities; (vii) income from derivative transaction with customers; (viii) derivative gains or losses; (ix) gains or losses on the sale of properties ; and (x) other noninterest income which includes mortgage banking revenue.
Noninterest income consists of, among other revenue streams: (i) service fees on deposit accounts; (ii) income from brokerage, advisory and fiduciary activities; (iii) benefits from and changes in cash surrender value of bank-owned life insurance, or BOLI, policies; (iv) card and trade finance servicing fees; (v) securities gains or losses; (vi) net gains and losses on early extinguishment of FHLB advances, which we may execute from time to time as part of asset/liability management activities; (vii) income from derivative transactions with customers; (viii) derivative gains or losses; and (ix) other noninterest income which includes mortgage banking revenue and gains or losses on the sale of loans originated for investment.
Non-performing loans consist of (1) nonaccrual loans where the accrual of interest has been discontinued; (2) accruing loans ninety days or more contractually past due as to interest or principal; and (3) restructured loans that are considered Troubled Debt Restructurings, or TDR.
Non-performing loans consist of (1) nonaccrual loans where the accrual of interest has been discontinued; (2) accruing loans ninety days or more contractually past due as to interest or principal; and (3) restructured loans that are considered Troubled Debt Restructurings, or TDR, for periods prior to 2023.
The Company’s loans by credit quality indicators at December 31, 2024, 2023 and 2022 are summarized in the following table.
The Company’s loans by credit quality indicators at December 31, 2025, 2024 and 2023 are summarized in the following table.
(4) Primarily loans belonging to industrial sectors not included in the above sectors, which do not individually represent more than 1 percent of the total loan portfolio, and consumer loans which represented approximately 23.2%, 20.6% and 28.6% of the total in 2024, 2023 and 2022, respectively.
(4) Primarily loans belonging to industrial sectors not included in the above sectors, which do not individually represent more than 1 percent of the total loan portfolio, and consumer loans which represented approximately 24.4%, 23.2% and 20.6% of the total in 2025, 2024 and 2023, respectively.
See “Risk Factors— Our concentration of CRE loans could result in further increased loan losses, and adversely affect our business, earnings, and financial condition.” Land development and construction loans includes loans for land acquisition, land development, and construction (single or multiple-phase development) of single residential or commercial buildings, loans to reposition or rehabilitate commercial properties, and bridge loans mainly in the South Florida, the greater Houston, Texas area and the greater New York City area, especially the five New York City boroughs.
See “Risk Factors— Our concentration of CRE loans could result in further increased loan losses, and adversely affect our business, earnings, and financial condition.” Land development and construction loans includes loans for land acquisition, land development, and construction (single or multiple-phase development) of single residential or commercial buildings, loans to reposition or rehabilitate commercial properties, and bridge loans mainly in the South Florida, and the greater Houston, Texas area.
Please refer to Note 1 of our audited consolidated financial statements in this Form 10-K for a detailed discussion of CECL and other recently issued accounting pronouncements that have been adopted by us that will require enhanced disclosures in our financial statements in future periods. 141 Table of Contents
Please refer to Note 1 of our audited consolidated financial statements in this Form 10-K for a detailed discussion of recently issued accounting pronouncements that have been adopted by us that will require enhanced disclosures in our financial statements in future periods.] 134 Table of Contents
(2) Prior to 2023 and before adoption of guidance related to CECL, included loan modifications that met the definition of TDRs, which may be performing in accordance with their modified loan terms. As of December 31, 2021 and 2020, non-performing TDRs include $9.1 million and $8.4 million, respectively, in a multiple loan relationship to a South Florida borrower.
(3) Prior to 2023 and before adoption of guidance related to CECL, included loan modifications that met the definition of TDRs, which may be performing in accordance with their modified loan terms. As of December 31, 2021 non-performing TDRs include $9.1 million in a multiple loan relationship to a South Florida borrower.
Conversely, the reversal of a valuation allowance previously recorded against a DTA would result in lower tax expense. 140 Table of Contents Recently Issued Accounting Pronouncements.
Conversely, the reversal of a valuation allowance previously recorded against a DTA would result in lower tax expense. Recently Issued Accounting Pronouncements.
Furthermore, at December 31, 2024 and 2023, the Company’s cash and cash equivalents included other short-term investments of $6.9 million and $6.1 million, respectively, which consists of U.S. Treasury Bills that mature in 90 days or less.
Furthermore, at December 31, 2025 and 2024, the Company’s cash and cash equivalents included other short-term investments of $7.2 million and $6.9 million, respectively, which consists of U.S. Treasury Bills that mature in 90 days or less.
Therefore, the Company had no shares of common stock held in treasury stock at December 31, 2024, 2023 and 2022. Stock-Based Compensation Awards The Company grants, from time to time, stock-based compensation awards which are reflected as changes in the Company’s Stockholders’ equity.
Therefore, the Company had no shares of common stock held in treasury stock at December 31, 2025, 2024 and 2023. Stock-Based Compensation Awards The Company grants, from time to time, stock-based compensation awards which are reflected as changes in the Company’s Stockholders’ equity. See “Note 14.
As of December 31, 2024, Amerant Mortgage had 80 FTEs compared to 67 FTEs at December 31, 2023. 79 Table of Contents Average Balance Sheet, Interest and Yield/Rate Analysis The following tables present average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for the years ended December 31, 2024, 2023 and 2022.
As of December 31, 2025, Amerant Mortgage had 3 FTEs compared to 80 FTEs at December 31, 2024. 73 Table of Contents Average Balance Sheet, Interest and Yield/Rate Analysis The following tables present average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for the years ended December 31, 2025, 2024 and 2023.
However, loans to foreign clients have more conservative underwriting criteria and terms. Commercial loans. We provide a mix of variable and fixed rate C&I loans. These loans are made to a diverse range of business sizes, from the small-to-medium-sized to middle market and large companies.
These loans have terms common in the industry. However, loans to foreign clients have more conservative underwriting criteria and terms. 98 Table of Contents Commercial loans. We provide a mix of variable and fixed rate C&I loans. These loans are made to a diverse range of business sizes, from the small-to-medium-sized to middle market and large companies.
The Company is currently committed to making future contributions to the Fund for a total of $7.5 million at December 31, 2024. 136 Table of Contents Critical Accounting Policies and Estimates The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.
The Company is currently committed to making future contributions to the Fund for a total of $4.6 million at December 31, 2025. 129 Table of Contents Critical Accounting Policies and Estimates The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.
(8) Net interest margin is defined as net interest income divided by average interest-earning assets, which are loans, securities, deposits with banks and other financial assets, which yield interest or similar income.
(9) Net interest margin or NIM: defined as net interest income divided by average interest-earning assets, which are loans, securities, deposits with banks and other financial assets, which yield interest or similar income.
Also in 2023, the Company recorded total additional expenses and charges of $4.6 million in connection with this transaction, including: (i) a reduction of $0.7 million to the cash surrender value of BOLI; (ii) transaction costs of $1.1 million, and (iii) income tax expense of $2.8 million. (4) Expenses incurred for actions designed to implement the Company’s strategy.
Also in 2023, the Company recorded total additional expenses and charges of $4.6 million in connection with this transaction, including: (i) a reduction of $0.7 million to the cash surrender value of BOLI; (ii) transaction costs of $1.1 million, and (iii) income tax expense of $2.8 million.
(6) Includes investments in FHLB and Federal Reserve Bank stock. Amounts correspond to original cost at the date presented. Original cost approximates fair value because of the nature of these investments. As of December 31, 2024, total securities slightly increased $1.0 million, or 0.1%, to $1.5 billion compared to $1.5 billion as of December 31, 2023.
(6) Includes investments in FHLB and Federal Reserve Bank stock. Amounts correspond to original cost at the date presented. Original cost approximates fair value because of the nature of these investments. As of December 31, 2025, total securities increased $586.6 million, or 39.2%, to $2.1 billion compared to $1.5 billion as of December 31, 2024.
In addition, at December 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents included restricted cash of $24.4 million and $25.8 million, respectively, which were held primarily to cover margin calls on derivative transactions with certain brokers.
In addition, at December 31, 2025 and December 31, 2024, the Company’s cash and cash equivalents included restricted cash of $6.2 million and $24.4 million, respectively, which were held primarily to cover margin calls on derivative transactions with certain brokers.
(2) Comprised mostly of CRE loans throughout South and Central Florida, Tampa, the greater Houston, Texas area, and New York. (3) Gasoline stations represented approximately 37%, 57% and 57% of the retail trade sector at year-end 2024, 2023 and 2022, respectively.
(2) Comprised mostly of CRE loans throughout South and Central Florida, Tampa, Texas and New York. (3) Gasoline stations represented approximately 38%, 37% and 57% of the retail trade sector at year-end 2025, 2024 and 2023, respectively.
See Note 12- Derivative Instruments to our consolidated financial statements for details. 135 Table of Contents Contractual Obligations In the normal course of business, we and our subsidiaries enter into various contractual obligations that may require future cash payments.
See “Note 12- Derivative Instruments” to our consolidated financial statements for details. 128 Table of Contents Contractual Obligations In the normal course of business, we and our subsidiaries enter into various contractual obligations that may require future cash payments.
These expenses included: (i) $10.7 million and $10.7 million in 2024 and 2023, respectively, related to salaries and employee benefits expenses and (ii) $3.4 million and $3.7 million in 2024 and 2023, respectively, related to mortgage lending costs, professional fees and other noninterest expenses.
These expenses included: (i) $6.3 million and $10.7 million in 2025 and 2024, respectively, related to salaries and employee benefits expenses and (ii) $2.9 million and $3.4 million in 2025 and 2024, respectively, related to mortgage lending costs, professional fees and other noninterest expenses.
Short-term borrowings outstanding at December 31, 2024 and 2023, matured in January 2025 and 2024, respectively. All of our outstanding short-term borrowings at December 31, 2024, 2023 and 2022 corresponded to FHLB advances. There were no other borrowings or repurchase agreements outstanding as of December 31, 2024, 2023 and 2022.
All of our outstanding short-term borrowings at December 31, 2024 and 2023 corresponded to FHLB advances. There were no other borrowings or repurchase agreements outstanding as of December 31, 2025, 2024 and 2023.
(5) Includes nontaxable securities with average balances of $35.2 million, $49.8 million and $43.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. The tax equivalent yield for these nontaxable securities was 4.29%, 4.22% and 3.46% for the years ended December 31, 2024, 2023 and 2022, respectively.
Includes nontaxable securities with average balances of $35.2 million and $49.8 million for the years ended December 31, 2024 and 2023, respectively. The tax equivalent yield for these nontaxable securities was 4.29% and 4.22% for the years ended December 31, 2024 and 2023, respectively.
(2) In the years ended December 31, 2024, 2023 and 2022, includes brokered deposits with a total average balance of $2.9 million (average rate - 5.40%), $13.3 million (average rate - 5.07%), and $43.3 million (average rate - 1.47%), respectively.
In the years ended December 31, 2025, 2024 and 2023, includes brokered deposits with a total average balance of $0.1 million (average rate - 5.22%), $2.9 million (average rate - 5.40%), and $13.3 million (average rate - 5.07%), respectively.
The Company does not intend to sell these debt securities and it is more likely than not that it will not be required to sell the securities before their anticipated recovery.
The Company does not intend to sell these debt securities with net unrealized holding losses, and it is more likely than not that it will not be required to sell the securities before their anticipated recovery.
There were no dilutive shares included in earnings per share calculation in 2024 as the Company reported a net loss from operations and their inclusion would have had an anti-dilutive effect. 2024 compared to 2023 In 2024, net loss attributable to the Company was $15.8 million, or $0.44 loss per diluted share, compared to net income of $32.5 million, or $0.96 per diluted share, in 2023.
There were no dilutive shares included in earnings per share calculation in 2024 as the Company reported a net loss from operations and their inclusion would have had an anti-dilutive effect. 2025 compared to 2024 In 2025, net income attributable to the Company was $52.4 million, or $1.26 income per diluted share, compared to net loss of $15.8 million, or $0.44 loss per diluted share, in 2024.
This transaction is expected to increase income from this source beginning in 2024. Interchange fees, other fees and revenue sharing are recognized when earned. Trade finance servicing fees, which primarily include commissions on letters of credit, are generally recognized over the service period on a straight line basis.
This transaction increased income from this source beginning in 2024. 66 Table of Contents Interchange fees, other fees and revenue sharing are recognized when earned. Trade finance servicing fees, which primarily include commissions on letters of credit, are generally recognized over the service period on a straight line basis.
Management believes that these limitations will not affect the Company’s ability to meet its ongoing short-term cash obligations. See “Supervision and Regulation” in this Form 10-K. In December 2023, the Boards of Directors of the Bank approved the payment of a cash dividend of $20 million by the Bank to Amerant Bancorp.
Management believes that these limitations will not affect the Company’s ability to meet its ongoing short-term cash obligations. See “Supervision and Regulation” in this Form 10-K. In December 2025, the Board of Directors of the Bank approved the payment of cash dividend of $20 million by the Bank to the Company.
In addition, in 2023, includes $0.9 million of accelerated amortization of leasehold improvements and $0.6 million of right-of-use or “ROU” asset impairment associated with the closure of a branch in Miami, FL. Also in 2023, includes $0.5 million of ROU asset impairment associated with the closure of a branch in Houston, Texas in 2023.
(14) In 2023, includes expenses of $0.3 million in connection with the closure of a branch in Houston, Texas in 2023. In addition, in 2023, includes $0.9 million of accelerated amortization of leasehold improvements and $0.6 million of right-of-use or “ROU” asset impairment associated with the closure of a branch in Miami, FL.
(9) Calculated based upon the average balance of total noninterest bearing and interest bearing deposits. 82 Table of Contents Interest Rates and Operating Interest Differential Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates.
(10) Cost of total deposits: calculated based upon the average balance of total noninterest bearing and interest bearing deposits, which includes time deposits. 76 Table of Contents Interest Rates and Operating Interest Differential Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates.
The dividend was paid on February 28, 2025, to shareholders of record at the close of business on February 14, 2025. Liquidity Management Advances from the FHLB, other borrowings and borrowing capacity At December 31, 2024 and 2023, the Company had $0.7 billion and $0.6 billion, respectively, of outstanding advances from the FHLB.
The dividend was paid on February 27, 2026, to shareholders of record at the close of business on February 13, 2026. Liquidity Management Advances from the FHLB, other borrowings and borrowing capacity At December 31, 2025 and 2024, the Company had $0.7 billion of outstanding advances from the FHLB.
We provide individuals and businesses a comprehensive array of deposit, credit, investment, wealth management, retail banking, mortgage services, and fiduciary services. We serve customers in our United States markets and select international customers. These services are offered through the Bank, which is also headquartered in Coral Gables, FL, and its subsidiaries.
We provide individuals and businesses a comprehensive array of deposit, credit, investment, wealth management, retail banking, mortgage services, and fiduciary services. We serve customers in our United States markets and select international customers. These services are offered through our main subsidiary, Amerant Bank, which is also headquartered in Coral Gables, FL, as well as our other subsidiary, Amerant Investments.
(5) Includes: (i) mortgage banking income of $6.9 million, $4.5 million and $3.4 million in 2024, 2023 and 2022, respectively, primarily consisting of net gains on sale, valuation and derivative transactions associated with mortgage loans held for sale activity, and other smaller sources of income related to the operations of Amerant Mortgage and (ii) $0.5 million in BOLI death benefits received in 2024.
(5) Includes: (i) mortgage banking income of $0.7 million, $6.9 million and $4.5 million in 2025, 2024 and 2023, respectively, primarily consisting of net gains/losses on sale, valuation and derivative transactions associated with mortgage loans held for sale activity, and other smaller sources of income related to the operations of Amerant Mortgage.
The average balance includes average net unrealized losses of $84.5 million, $118.5 million and $62.3 million in December 31, 2024, 2023, and 2022 respectively. (4) Includes nontaxable securities with average balances of $29.4 million, $17.8 million and $18.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The average balance includes average net unrealized losses of $32.1 million, $84.5 million and $118.5 million in December 31, 2025, 2024, and 2023 respectively. (4) Includes nontaxable securities with average balances of $54.4 million, $29.4 million and $17.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Years Ended December 31, (in thousands) 2024 2023 2022 2021 2020 Balance at the beginning of the period $ 95,504 $ 83,500 $ 69,899 $ 110,902 $ 52,223 Cumulative effect of adoption of accounting principle (1) — — 18,674 — — Charge-offs Real estate loans Commercial real estate (CRE) Nonowner occupied $ — $ (90) $ (3,852) $ (11,062) $ — Multi-family residential (599) (10,328) — — — (599) (10,418) (3,852) (11,062) — Single-family residential — (39) (14) (218) (27) Owner occupied — — — — (75) (599) (10,457) (3,866) (11,280) (102) Commercial (51,326) (21,395) (9,114) (13,227) (29,917) Consumer and others (24,430) (28,013) (9,126) (3,273) (842) Total Charge-offs (2) $ (76,355) $ (59,865) $ (22,106) $ (27,780) $ (30,861) Recoveries Real estate loans Commercial real estate (CRE) Nonowner occupied $ — $ 119 $ — $ — $ — Multi-family residential 112 — — — — Land development and construction loans 62 177 47 125 — 174 296 47 125 — Single-family residential 46 95 199 131 120 Owner occupied 17 — — — — 237 391 246 256 120 Commercial 5,092 9,904 2,685 2,613 443 Consumer and others 2,865 1,397 157 408 357 Total Recoveries (3) $ 8,194 $ 11,692 $ 3,088 $ 3,277 $ 920 Net charge-offs (68,161) (48,173) (19,018) (24,503) (29,941) Provision for (reversal of) credit losses - loans 57,620 60,177 13,945 (16,500) 88,620 Balance at the end of the period $ 84,963 $ 95,504 $ 83,500 $ 69,899 $ 110,902 ______________ (1) Amounts reflect impact of the adoption of CECL effective January 1, 2022.
Years Ended December 31, (in thousands) 2025 2024 2023 2022 2021 Balance at the beginning of the period $ 84,963 $ 95,504 $ 83,500 $ 69,899 $ 110,902 Cumulative effect of adoption of accounting principle (1) — — — 18,674 — Charge-offs Real estate loans Commercial real estate (CRE) Nonowner occupied $ — $ — $ (90) $ (3,852) $ (11,062) Multi-family residential (2,200) (599) (10,328) — — (2,200) (599) (10,418) (3,852) (11,062) Single-family residential (249) — (39) (14) (218) Owner occupied (130) — — — — (2,579) (599) (10,457) (3,866) (11,280) Commercial (51,678) (51,326) (21,395) (9,114) (13,227) Consumer and others (8,785) (24,430) (28,013) (9,126) (3,273) Total Charge-offs $ (63,042) $ (76,355) $ (59,865) $ (22,106) $ (27,780) Recoveries Real estate loans Commercial real estate (CRE) Nonowner occupied $ 67 $ — $ 119 $ — $ — Multi-family residential — 112 — — — Land development and construction loans 32 62 177 47 125 99 174 296 47 125 Single-family residential 11 46 95 199 131 Owner occupied 40 17 — — — 150 237 391 246 256 Commercial 15,839 5,092 9,904 2,685 2,613 Consumer and others 2,570 2,865 1,397 157 408 Total Recoveries (2) $ 18,559 $ 8,194 $ 11,692 $ 3,088 $ 3,277 Net charge-offs (44,483) (68,161) (48,173) (19,018) (24,503) Provision for (reversal of) credit losses - loans 38,796 57,620 60,177 13,945 (16,500) Balance at the end of the period $ 79,276 $ 84,963 $ 95,504 $ 83,500 $ 69,899 ______________ (1) Amounts reflect impact of the adoption of CECL effective January 1, 2022.
At December 31, 2024 and December 31, 2023, interest earning deposits with banks, mainly cash balances held at the Federal Reserve, were $519.9 million and $242.7 million, respectively.
At December 31, 2025 and December 31, 2024, interest earning deposits with banks, mainly cash balances held at the Federal Reserve, were $409.4 million and $519.9 million, respectively.
In 2024, the Company recorded pre-tax net unrealized holding gains of $42.2 million which are included in accumulated other comprehensive (loss) income for the period.
In 2025, the Company recorded pre-tax net unrealized holding gains of $52.6 million which are included in accumulated other comprehensive (loss) income for the period.
Goodwill mainly represents the excess of consideration paid over the fair value of the net assets of a savings bank acquired in 2006. Liabilities Total liabilities were $9.0 billion at December 31, 2024, an increase of $31.0 million, or 0.3%, compared to $9.0 billion at December 31, 2023.
Goodwill mainly represents the excess of consideration paid over the fair value of the net assets of a savings bank acquired in 2006. Liabilities Total liabilities were $8.8 billion at December 31, 2025, a decrease of $173.1 million, or 1.9%, compared to $9.0 billion at December 31, 2024.
(3) In the years ended December 31, 2024, 2023 and 2022, includes brokered deposits with average balances of $691.3 million, $673.2 million, and $359.7 million, respectively, with average rates of 5.05%, 4.36%, and 2.51%, respectively. 126 Large Fund Providers Large fund providers consists of third party relationships with balances over $20 million.
(3) In the years ended December 31, 2025, 2024 and 2023, includes brokered deposits with average balances of $583.0 million, $691.3 million, and $673.2 million, respectively, with average rates of 4.43%, 5.05%, and 4.36%, respectively. 119 Large Fund Providers Large fund providers consists of third party relationships with balances over $20 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

13 edited+2 added−2 removed17 unchanged
Biggest changeDecember 31, 2024 (in thousands except percentages) Total Less than one year One to three years Four to Five Years More than five years Non-rate Earning Assets Cash and cash equivalents $ 590,359 $ 520,863 $ — $ — $ — $ 69,496 Securities: Debt available for sale 1,437,170 344,207 215,748 181,064 696,151 — Debt held to maturity — — — — — — Marketable equity securities 2,477 2,477 — — — — Federal Reserve and FHLB stock 58,278 42,285 — — — 15,993 Loans held for sale 42,911 42,911 — — — — Loans held for investment - performing (1) 7,124,310 4,700,832 1,081,723 591,335 750,420 — Earning Assets $ 9,255,505 $ 5,653,575 $ 1,297,471 $ 772,399 $ 1,446,571 $ 85,489 Liabilities Interest bearing demand deposits 2,229,467 2,229,467 — — — — Saving and money market 1,885,928 1,885,928 — — — — Time deposits 2,234,445 1,769,554 378,096 86,159 636 — FHLB advances (2) 745,000 30,000 210,000 505,000 — — Senior Notes 59,843 59,843 — — — — Subordinated Notes 29,624 — — — 29,624 — Junior subordinated debentures 64,178 64,178 — — — — Interest bearing liabilities $ 7,248,485 $ 6,038,970 $ 588,096 $ 591,159 $ 30,260 $ — Interest rate sensitivity gap (385,395) 709,375 181,240 1,416,311 85,489 Cumulative interest rate sensitivity gap (385,395) 323,980 505,220 1,921,531 2,007,020 Earnings assets to interest bearing liabilities (%) 93.6 % 220.6 % 130.7 % 4,780.5 % N/M __________________ (1) “Loans held for investment - performing” excludes $104.1 million of non-performing loans (non-accrual loans and loans 90 days or more past-due and still accruing).
Biggest changeDecember 31, 2025 (in thousands except percentages) Total Less than one year One to three years Four to Five Years More than five years Non-rate Earning Assets Cash and cash equivalents $ 470,155 $ 409,444 $ — $ — $ — $ 60,711 Securities: Debt available for sale 2,024,883 423,933 459,732 339,234 801,984 — Marketable equity securities 2,548 2,548 — — — — Federal Reserve and FHLB stock 57,138 41,022 — — — 16,116 Loans held for sale - performing (1) 67,644 67,644 — — — — Loans held for investment - performing (2) 6,474,497 4,648,486 857,311 376,538 592,162 — Earning Assets $ 9,096,864 $ 5,593,077 $ 1,317,043 $ 715,772 $ 1,394,146 $ 76,827 Liabilities Interest bearing demand, savings and money market deposits 4,217,468 4,217,468 — — — — Time deposits 1,996,039 1,624,363 327,998 43,209 469 — FHLB advances (3) 711,984 — 206,984 505,000 — — Subordinated Notes 29,795 — — — 29,795 — Junior subordinated debentures 64,178 64,178 — — — — Interest bearing liabilities $ 7,019,464 $ 5,906,009 $ 534,982 $ 548,209 $ 30,264 $ — Interest rate sensitivity gap (312,932) 782,061 167,563 1,363,882 76,827 Cumulative interest rate sensitivity gap (312,932) 469,129 636,692 2,000,574 2,077,401 Earnings assets to interest bearing liabilities (%) 94.7% 246.2% 130.6% 4,606.6% N/M __________________ (1) “Loans held for sale - performing” excludes $16.2 million of non-performing loans held for sale (2) “Loans held for investment - performing” excludes $$155.2 million of non-performing loans (non-accrual loans and loans 90 days or more past-due and still accruing).
They include three types of analyses consistent with industry practices: • earnings sensitivity; • economic value of equity, or EVE; and • investment portfolio mark-to-market exposure (debt and equity securities available for sale and held to maturity securities). 142 Table of Contents The Company continues to be asset sensitive, therefore income is expected to increase when interest rates move higher, and to decrease when interest rates move lower.
They include three types of analyses consistent with industry practices: • earnings sensitivity; • economic value of equity, or EVE; and • investment portfolio mark-to-market exposure (debt and equity securities available for sale and held to maturity securities). 135 Table of Contents The Company continues to be asset sensitive, therefore income is expected to increase when interest rates move higher, and to decrease when interest rates move lower.
Their primary responsibilities are identifying, measuring, monitoring and controlling interest rate and liquidity risks and balance sheet asset/liability management, or ALM. It also assesses and monitors the price risk of the Bank’s investment activities, which represents the risk to earnings and capital arising from changes in the fair market value of our investment portfolio.
Their primary responsibilities are identifying, measuring, monitoring and controlling interest rate and liquidity risks and balance sheet asset/liability management, or ALM. It also assesses and monitors the price risk of the Company’s investment activities, which represents the risk to earnings and capital arising from changes in the fair market value of our investment portfolio.
These limits are reviewed annually or more frequently as believed appropriate, based on various factors, including capital levels and earnings. The following table sets forth information regarding our interest rate sensitivity due to the maturities of our interest bearing assets and liabilities as of December 31, 2024.
These limits are reviewed annually or more frequently as believed appropriate, based on various factors, including capital levels and earnings. 138 Table of Contents The following table sets forth information regarding our interest rate sensitivity due to the maturities of our interest bearing assets and liabilities as of December 31, 2025.
The following table shows the sensitivity of our EVE as a function of interest rate changes as of the periods presented: Change in equity (1) December 31, 2024 2023 Change in Interest Rates (Basis points) Increase of 200 (13.61) % (4.66) % Increase of 100 (4.86) % (0.38) % Decrease of 50 2.24 % 3.61 % Decrease of 100 3.82 % 1.83 % Decrease of 200 4.50 % 2.73 % __________________ (1) Represents the percentage of equity change in a static balance sheet analysis assuming interest rate shocks are instant and parallel to the yield curves for the various interest rates and indices that affect our net interest income.
The following table shows the sensitivity of our EVE as a function of interest rate changes as of the periods presented: Change in equity (1) December 31, 2025 2024 Change in Interest Rates (Basis points) Increase of 200 (13.32) % (13.61) % Increase of 100 (3.90) % (4.86) % Decrease of 100 1.79 % 3.82 % Decrease of 200 (0.67) % 4.50 % __________________ (1) Represents the percentage of equity change in a static balance sheet analysis assuming interest rate shocks are instant and parallel to the yield curves for the various interest rates and indices that affect our net interest income.
The base scenario assumes (i) flat interest rates over the next 12 months, (ii) that total financial instrument balances are kept constant over time and (iii) that interest rate shocks are instant and parallel to the yield curve, for the various interest rates and indices that affect our net interest income. 143 Table of Contents Net interest income in the base scenario, increased to approximately $361.0 million in December 31, 2024 compared to $336.0 million in December 31, 2023.
The base scenario assumes (i) flat interest rates over the next 12 months, (ii) that total financial instrument balances are kept constant over time and (iii) that interest rate shocks are instant and parallel to the yield curve, for the various interest rates and indices that affect our net interest income. 136 Table of Contents Net interest income in the base scenario, was $320.0 million in December 31, 2025 compared to $361.0 million reported in December 31, 2024.
(2) Includes FHLB advances in the amount of $435.0 million set to mature in 2027 or later, which come with quarterly callable features. N/M Not meaningful. 146
(3) Includes FHLB advances in the amount of $435.0 million set to mature in 2027 or later, which contain quarterly callable features. N/M Not meaningful. 139
The ALCO monitors all the Company’s exposures, compares them against specific limits, and takes actions to modify any exposure that the ALCO considers inappropriate based on market expectations or new business strategies, among other factors. The ALCO reviews and recommends market risk limits to our Board of Directors.
The ALCO is responsible for the management of market risk exposures and meets monthly. The ALCO monitors all the Company’s exposures, compares them against specific limits, and takes actions to modify any exposure that the ALCO considers inappropriate based on market expectations or new business strategies, among other factors.
Notwithstanding that our model includes the available for sale securities portfolio, and its projected effect on AOCI or AOCL (a component of shareholders’ equity), we made an irrevocable election in 2015 to exclude the effects of AOCI or AOCL in the calculation of our regulatory capital ratios, in connection with the adoption of Basel III capital rules in the U.S 145 Table of Contents Limits Approval Process The ALCO is responsible for the management of market risk exposures and meets monthly.
Notwithstanding that our model includes the available for sale securities portfolio, and its projected effect on AOCI or AOCL (a component of shareholders’ equity), we made an irrevocable election in 2015 to exclude the effects of AOCI or AOCL in the calculation of our regulatory capital ratios, in connection with the adoption of Basel III capital rules in the U.S.
This table shows the result of this test as of December 31, 2024 and 2023: Change in market value (1) December 31, (in thousands) 2024 2023 Change in Interest Rates (Basis points) Increase of 200 $ (150,674) $ (112,010) Increase of 100 (72,777) (54,182) Decrease of 50 34,716 34,956 Decrease of 100 68,177 55,312 Decrease of 200 122,109 112,809 __________________ (1) Represents the amounts by which the investment portfolio mark-to-market would change assuming rate shocks that are instant and parallel to the yield curves for the various interest rates and indices that affect our net interest income.
This table shows the result of this test as of December 31, 2025 and 2024: Change in market value (1) December 31, (in thousands) 2025 2024 Change in Interest Rates (Basis points) Increase of 200 $ (206,181) $ (150,674) Increase of 100 (97,431) (72,777) Decrease of 100 64,457 68,177 Decrease of 200 99,370 122,109 __________________ (1) Represents the amounts by which the investment portfolio mark-to-market would change assuming rate shocks that are instant and parallel to the yield curves for the various interest rates and indices that affect our net interest income.
The following table shows the sensitivity of our net interest income as a function of modeled interest rate changes: Change in earnings (1) December 31, (in thousands, except percentages) 2024 2023 Change in Interest Rates (Basis points) Increase of 200 $ 24,427 6.8 % $ 20,487 6.1 % Increase of 100 19,262 5.3 % 15,618 4.7 % Decrease of 50 (6,931) (1.9) % (3,923) (1.2) % Decrease of 100 (13,550) (3.8) % (10,273) (3.1) % Decrease of 200 (30,120) (8.3) % (21,290) (6.3) % __________________ (1) Represents the change in net interest income, and the percentage that change represents of the base scenario net interest income.
The following table shows the sensitivity of our net interest income as a function of modeled interest rate changes: Change in earnings (1) December 31, (in thousands, except percentages) 2025 2024 Change in Interest Rates (Basis points) Increase of 200 $ 29,555 9.2 % $ 24,427 6.8 % Increase of 100 23,330 7.3 % 19,262 5.3 % Decrease of 100 (14,970) (4.7) % (13,550) (3.8) % Decrease of 200 (32,418) (10.1) % (30,120) (8.3) % __________________ (1) Represents the change in net interest income, and the percentage that change represents of the base scenario net interest income.
The increase in sensitivity of EVE from changes in interest rates as of December 31, 2024 for the 200 and 100 basis point increase buckets are principally attributed to the changes in the composition of the balance sheet becoming more asset sensitive compared to December 31, 2023.
The increase in sensitivity of EVE from changes in interest rates as of December 31, 2025 for the 200 and 100 basis point increase buckets are principally attributed to the changes in the composition of the balance sheet becoming more asset sensitive compared to December 31, 2024. 137 Table of Contents Available for Sale Portfolio mark-to-market exposure The Company measures the potential change in the market price of its investment portfolio, and the resulting potential change on its equity for different interest rate scenarios.
The average duration of our investment portfolio slightly increased to 5.2 years at December 31, 2024 compared to 5.0 years at December 31, 2023. The slight increase in duration was mainly due to lower mortgage-backed securities prepayments.
The average duration of our investment portfolio decreased to 4.4 years at December 31, 2025 compared to 5.2 years at December 31, 2024. The decrease in duration was primarily due to higher estimated prepayment assumptions as a result of lower mortgage rates.
Removed
This increase is mainly due to: (i) higher interest income of the investment portfolio as a result of the investment portfolio repositioning; (ii) the growth in the size of the balance sheet as total assets increased $185.4 million or 1.9% in 2024 compared to 2023; and (iii) reduction of high cost interest-bearing deposits.
Added
This was mainly due to: (i) the slowdown in time deposit repricing; (ii) the replacement of higher-yielding loans that were repaid, charged-off, or sold with lower-yielding assets, driven by market rates and compression in spreads on new loan originations, and (iii) higher cash balances during the year.
Removed
During the periods reported, the modeled effects on the EVE remained within established Company risk limits. 144 Table of Contents Available for Sale Portfolio mark-to-market exposure The Company measures the potential change in the market price of its investment portfolio, and the resulting potential change on its equity for different interest rate scenarios.
Added
The ALCO reviews and recommends market risk limits to our Board of Directors.

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