What the changes say
- Amerant faces heightened commercial real estate concentration risks amid declining mortgage origination capacity from Amerant Mortgage's wind-down.
- Venezuelan deposits remain stable at 25% or approximately $1.9 billion of total deposits.
What changed since the prior 10-K
New
- NewRisks related to Credit and Interest Rate
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
Commercial real estate loans reached 238.8% of risk-based capital and 37.5% of total loans as of December 31, 2025.
- NewRisks related to Credit and Interest Rate
Increases in demand for mortgage loans due to further declines in interest rates could adversely affect us
Declining interest rates could increase mortgage prepayments while the wind-down of Amerant Mortgage limits our capacity to originate new loans.
- NewRisks Related to our Indebtedness
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”)
We must service or refinance $30.0 million of Subordinated Notes and $64.2 million of junior subordinated debentures relying on future operating performance.
Dropped
- DroppedRisks related to Credit and Interest Rate
Weakness in the demand for mortgage loans or in the secondary market for residential mortgage loans can adversely affect us
- DroppedRisks Related to Our Business and Operations
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
- DroppedRisks Related to Regulatory and Legal Matters
There is uncertainty surrounding the potential legal, regulatory and policy changes by the presidential administration in the United States that may directly affect financial institutions
- DroppedRisks Related to Ownership of Our Common Stock
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
Reworded
- 100% rewrittenRisks 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
Removed references to the $60.0 million Senior Notes redeemed in April 2025, leaving Subordinated Notes and Debentures.
- 87% rewrittenRisks related to Credit and Interest Rate
Our concentration of CRE loans could result in increased loan losses
Added specific mention of large loan balances to single borrowers and removed fixed-rate loan figures from prior years.
- 84% rewrittenRisks 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
Updated vendor dependency language to explicitly include mobile banking platforms, cybersecurity incidents, and operational breakdowns.
- 83% rewrittenRisks Related to Ownership of Our Common Stock
The stock price of financial institutions, like Amerant, may fluctuate significantly
Added language stating stock price fluctuations are influenced by risk factors in this section and external market volatility.
- 78% rewrittenRisks related to Credit and Interest Rate
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
Updated available-for-sale debt securities to $2.0 billion with $23.9 million in unrealized losses as of December 31, 2025.
Was: 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
- 67% rewrittenRisks Related to Our Business and Operations
New lines of business, new products or services, and technological advancements may subject us to additional risks
Polished phrasing regarding new lines of business while maintaining core risk disclosures.
Was: New lines of business, new products and services, or strategic project initiatives may subject us to additional risks
- 65% rewrittenRisks Related to Our Business and Operations
Conditions or developments in Venezuela could adversely affect our operations
Updated Venezuelan deposits to 25% or approximately $1.9 billion as of December 31, 2025, and noted improved U.S.-Venezuela relations.
Was: Conditions in Venezuela could adversely affect our operations
- 59% rewrittenRisks 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
Refined liquidity definition to specify meeting customer deposit maturities, withdrawals, loan requests, and debt payments.
- 56% rewrittenRisks related to Credit and Interest Rate
Our profitability is subject to interest rate risk
- 55% rewrittenRisks Related to Our Business and Operations
Our information systems are exposed to cybersecurity threats and may experience interruptions and security breaches that could adversely affect our business and reputation
- 54% rewrittenRisks related to Credit and Interest Rate
Our allowance for credit losses may prove inadequate
- 32% rewrittenRisks related to Credit and Interest Rate
Nonperforming and similar assets take significant time to resolve and may adversely affect our business, financial condition, results of operations, or cash flows
- 29% rewrittenRisks Related to Our Business and Operations
Our success depends on our ability to compete effectively in highly competitive markets
- 29% rewrittenRisks Related to Our Business and 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
- 22% rewrittenRisks Related to Our Business and Operations
We could be required to write down our goodwill and other intangible assets
All 51 risk factors
Headings as the filing states them, in filing order.
Risks related to Funding and Liquidity
- 01Liquidity risks could affect our operations and jeopardize our financial condition and certain funding sources could increase our interest rate expense59% rewritten
- 02We may not be able to develop and maintain a strong core deposit base or other low-cost funding sources
- 03We may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed or on acceptable terms
- 04Our ability to receive dividends from our subsidiaries could affect our liquidity and our ability to pay dividends
Risks related to Credit and Interest Rate
- 05Our profitability is subject to interest rate risk56% rewritten
- 06Our allowance for credit losses may prove inadequate54% rewritten
- 07Our concentration of CRE loans could result in increased loan losses87% rewritten
- 08As 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 concentrationNew
- 09Many of our loans are to commercial borrowers, which have unique risks compared to other types of loans
- 10Our 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 condition78% rewritten
- 11Nonperforming and similar assets take significant time to resolve and may adversely affect our business, financial condition, results of operations, or cash flows32% rewritten
- 12We are subject to environmental liability risk associated with lending activities
- 13Increases in demand for mortgage loans due to further declines in interest rates could adversely affect usNew
Risks Related to Our Business and Operations
- 14Many 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 customers84% rewritten
- 15Our information systems are exposed to cybersecurity threats and may experience interruptions and security breaches that could adversely affect our business and reputation55% rewritten
- 16Our strategic plan and growth strategy may not be achieved as quickly or as fully as we seek
- 17Defaults by or deteriorating asset quality of other financial institutions could adversely affect us
- 18New lines of business, new products or services, and technological advancements may subject us to additional risks67% rewritten
- 19We are susceptible to operational risks in general and fraudulent risk in particular
- 20Conditions or developments in Venezuela could adversely affect our operations65% rewritten
- 21We 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 stock29% rewritten
- 22We may be unable to attract and retain key people to support our business
- 23Severe 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
- 24Any 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
- 25We could be required to write down our goodwill and other intangible assets22% rewritten
- 26We have a net deferred tax asset that may or may not be fully realized
- 27We may incur losses due to minority investments in fintech and specialty finance companies
- 28We are subject to risks associated with sub-leasing portions of our corporate headquarters building
- 29Our success depends on our ability to compete effectively in highly competitive markets29% rewritten
Risks Related to Risk Management, Internal Audit, Internal and Disclosure Controls
- 30Potential 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
- 31Changes in accounting standards could materially impact our financial statements
Risks Related to External and Market Factors
- 32Material 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
- 33Our business may be adversely affected by economic conditions in general and by conditions in the financial markets
Risks Related to Regulatory and Legal Matters
- 34We are subject to extensive regulation that could limit or restrict our activities and adversely affect our earnings
- 35Changes 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
- 36Litigation and regulatory investigations are increasingly common in our businesses and may result in significant financial losses and/or harm to our reputation
- 37We are subject to capital adequacy and liquidity standards, and if we fail to meet these standards, whether due to losses, growth opportunities or an inability to raise additional capital or otherwise, our business, financial condition, results of operations, or cash flows would be adversely affected
- 38Increases in FDIC deposit insurance premiums and assessments could adversely affect our financial condition
- 39Federal 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
- 40The Federal Reserve may require us to commit capital resources to support the Bank
- 41We may face higher risks of noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations than other financial institutions
- 42Failures to comply with the fair lending laws, CFPB regulations or the Community Reinvestment Act, or CRA, could adversely affect us
Risks Related to Ownership of Our Common Stock
- 43Our principal shareholders and management own a significant percentage of our shares of voting common stock and will be able to exert significant control over matters subject to shareholder approval
- 44The rights of our common shareholders are subordinate to the holders of any debt securities that we have issued or may issue from time to time
- 45The stock price of financial institutions, like Amerant, may fluctuate significantly83% rewritten
- 46We can issue additional equity securities, which would lead to dilution of our issued and outstanding Class A common stock
- 47Certain provisions of our amended and restated articles of incorporation and amended and restated bylaws, Florida law, and U.S. banking laws could have anti-takeover effects
Risks Related to our Indebtedness
- 48We may not be able to generate sufficient cash to service all of our debt, including the Subordinated Notes and the Debentures100% rewritten
- 49As 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”)New
- 50We 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
- 51We 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
Other Amerant Bancorp 10-Ks
- FY2024 10-K risk factors52 risks
Amerant Bancorp faces heavy exposure to commercial real estate loans, interest rate shifts, and geographic concentration in Florida. Significant reliance on Venezuelan resident deposits creates unique geopolitical and operational vulnerability for the bank.
Filed Mar 05, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.