Ameris Bancorp

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect each of the ten director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of the Appointment of Our Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   To ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on the Compensation of Our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as described in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and related material.

   More detail

   This non-binding advisory proposal asks shareholders to approve the Company’s 2025 executive compensation program as described in the Proxy Statement, including the Compensation Discussion and Analysis and the compensation tables. Management seeks shareholder approval to affirm its pay-for-performance framework, which the Compensation Committee believes aligns executive incentives with shareholder interests through a mix of cash annual incentives and equity-based long-term awards. The Company’s 2025 program emphasizes long-term equity (60% performance-based PSUs tied to three‑year tangible book value growth and return on tangible common equity relative to peers, with a TSR modifier, and 40% time‑based restricted stock), annual cash incentives tied to credit quality, ROA and efficiency ratio, and limited perquisites; the Compensation Committee also awarded one-time Special Equity Awards in February 2026 to support retention. The Board stresses that the vote is advisory and non-binding but will be considered by the Compensation Committee and the Board when setting future pay; historically the Company received strong shareholder support for its program (approximately 97.6% in favor in 2025). From a governance perspective, the Compensation Committee is independent and uses an independent consultant, peer benchmarking, share ownership guidelines and a mandatory clawback policy to mitigate inappropriate risk-taking and to align interests. Supporting management’s recommendation, the Board points to strong 2025 financial results (net income, TBV growth, ROTCE, ROA and TSR) as evidence that pay outcomes reflected company performance. Investors evaluating the proposal should weigh the alignment of metrics and payout design with long‑term value creation, the use of relative peer metrics and TSR modifiers, the one-time Special Equity Awards (size, vesting schedule and retention rationale), and the advisory nature of the vote — which provides shareholders influence but not direct control over compensation decisions. The Board recommends a vote FOR because it believes the program appropriately balances short‑ and long‑term incentives, rewards performance that grew shareholder value in 2025, and supports retention of the executive team necessary to execute strategy.

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When is the Ameris Bancorp 2026 annual meeting?

Ameris Bancorp (ABCB) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Ameris Bancorp 2026 meeting?

The record date for the Ameris Bancorp 2026 meeting is Thursday, March 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ameris Bancorp's 2026 meeting?

The board is presenting 10 director nominees at the Ameris Bancorp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ameris Bancorp 2026 meeting?

Shareholders will vote on 3 proposals at the Ameris Bancorp 2026 meeting, each tagged with who proposed it and the board's recommendation.