Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2024

Amerant Bancorp Inc.

(Exact name of registrant as specified in its charter)

Florida

001-38534

65-0032379

(State or other jurisdiction
of incorporation

(Commission
file number)

(IRS Employer
Identification Number)




220 Alhambra Circle
Coral Gables, Florida						33134
(Address of principal executive offices)						(Zip Code)
(305) 460-8728 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbols	Name of exchange on which registered
Class A Common Stock	AMTB	New York Stock Exchange

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


Emerging growth company			☐

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

Item 8.01. Other Events.

On July 30, 2024, MidFirst Bank (“MidFirst”) informed Amerant Bancorp Inc. (the “Company”) that it has received regulatory approval from the Office of the Comptroller of the Currency for the previously announced purchase and assumption of certain assets and certain liabilities of the banking operations and six branches in the Houston, Texas metropolitan statistical area of Amerant Bank, N.A., (“Amerant Bank”) a wholly owned subsidiary of the Company. The transaction is expected to close on November 8, 2024, subject to the satisfaction of customary closing conditions.

Upon closing, MidFirst will assume certain deposit liabilities and will acquire certain loans, as well as cash, real property, personal property and other fixed assets associated with Amerant Bank’s six locations in Houston. In addition, upon completion of the transaction, all Amerant Bank employees in Houston are expected to join MidFirst.

Cautionary Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” including statements with respect to Amerant Bancorp Inc.’s (the “Company”) objectives, expectations and intentions and other statements that are not historical facts. Forward-looking statements include statements regarding our expectations of our performance and financial condition, the provision for credit losses, deposit and loan growth expectations, and the Company’s ability to consummate and close the sale of its Houston franchise. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target,” “goals,” “outlooks,” “modeled,” “dedicated,” “create,” and other similar words and expressions of the future.

Forward-looking statements, including those relating to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the Company’s actual results, performance, achievements, or financial condition to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not rely on any forward-looking statements as predictions of future events. You should not expect us to update any forward-looking statements, except as required by law. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, together with those risks and uncertainties described in “Risk factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2023 filed on March 7, 2024 (the "Form 10-K"), in our quarterly report on Forn 10-Q for the quarter ended March 31, 2024 filed on May 3, 2024 and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 31, 2024

Amerant Bancorp Inc.

By:

/s/ Julio V. Pena

Name: Julio V. Pena

Title: Senior Vice President,
Securities Counsel and Corporate Secretary

Cover Page	Jul. 31, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 31, 2024
Entity Registrant Name	Amerant Bancorp Inc.
Entity Incorporation, State or Country Code	FL
Entity File Number	001-38534
Entity Tax Identification Number	65-0032379
Entity Address, Address Line One	220 Alhambra Circle
Entity Address, City or Town	Coral Gables
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33134
City Area Code	305
Local Phone Number	460-8728
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	AMTB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001734342
Amendment Flag	false