Sec Form 13D Filing - PL Capital Advisors, LLC filing for - 2026-02-24

The principal business address of the PL Capital Reporting Persons is 750 Eleventh Street South, Suite 202, Naples, FL 34102.
 
 The principal business address of the Black Maple Reporting Persons is 200 E. Wisconsin Avenue, Suite 860, Milwaukee, WI 53202.
 
 The principal business address of Mr. Alwin is PL Capital Advisors, 750 Eleventh Street South, Suite 202, Naples, FL 34102.

The principal business of PL Capital Advisors is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (each a "PL Capital Advisors Client" and, collectively, the "PL Capital Advisors Clients"). The principal occupation of Messrs. Lashley and Palmer is investment management through their ownership and control over the affairs of PL Capital Advisors. PL Capital Advisors has sole voting and dispositive power over the Common Stock held by the PL Capital Advisors Clients, which is deemed shared with the two Managing Members of PL Capital Advisors. The PL Capital Advisors Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days.
 
 The principal business of Black Maple Capital is to serve as an investment manager or adviser to various investment partnerships, funds and managed accounts (each a "Black Maple Capital Client" and, collectively, the "Black Maple Capital Clients"). Black Maple Holdings is the General Partner of Black Maple Capital. The principal occupation of Mr. Barnard is investment management through his ownership and control over the affairs of Black Maple Capital.
 
 The principal business of Mr. Alwin is to serve as a Senior Analyst at PL Capital Advisors.
 
 The PL Capital Reporting Persons and the Black Maple Reporting Persons share voting and dispositive power over the Common Stock held by PL Capital / Black Maple Financial Fund, LP, which is a joint PL Capital Advisors Client and Black Maple Capital Client. The PL Capital / Black Maple Financial Fund, LP does not have the right to obtain voting or dispositive power over any of the shares of Common Stock within sixty days, and is therefore not deemed to beneficially own the shares of Common Stock pursuant to Rule 13d-3 under the Exchange Act.

During the last five years, none of the Reporting Persons or Mr. Alwin has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons or Mr. Alwin has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws.

Richard Lashley, John Palmer, Martin Alwin and Robert Barnard are citizens of the United States.

In aggregate, the Reporting Persons and Mr. Alwin have voting and dispositive power over 570,000 shares of Common Stock of the Company acquired at an aggregate cost of $11,021,649.
 
 PL Capital Advisors holds sole voting and dispositive power over 528,000 shares of Common Stock acquired at a cost of $10,209,179 on behalf of the PL Capital Advisors Clients.
 
 PL Capital Advisors and Black Maple Capital share voting and dispositive power over 41,500 shares of Common Stock acquired on behalf of the PL Capital / Black Maple Financial Fund, LP at a cost of $802,805.
 
 Mr. Alwin holds sole voting and dispositive power over 500 shares of Common Stock acquired at a cost of $9,665 in an Individual Retirement Account ("IRA").
 
 Mr. Lashley, Mr. Palmer and PL Capital Advisors are deemed to beneficially own Common Stock held on behalf of the PL Capital Advisors Clients under Rule 13d-3 of the Exchange Act. Mr. Lashley and Mr. Palmer do not directly own any Common Stock. 
 
 Mr. Barnard, Black Maple Holdings and Black Maple Capital are deemed to beneficially own Common Stock held on behalf of the Black Maple Capital Clients under Rule 13d-3 of the Exchange Act. Other than the PL Capital / Black Maple Financial Fund, LP, currently no other shares of Common Stock are held on behalf of Black Maple Capital Clients. Mr. Barnard does not directly own any Common Stock. 
 
 From time to time, the Reporting Persons may have purchased or held Common Stock on margin provided by Goldman Sachs & Co. ("Goldman Sachs") on such firm's usual terms and conditions. All or part of the shares of Common Stock owned on behalf of the PL Capital Advisors Clients and the Black Maple Capital Clients may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, there are no margin or other loans outstanding secured by Common Stock held by the Reporting Persons.
 
 As of the date of this filing, there are no margin or other loans outstanding secured by Common Stock held by Mr. Alwin in his IRA.

This is the Reporting Persons' first amendment to their originally filed Schedule 13D. The Reporting Persons and Mr. Alwin beneficially own 9.98% of the Company in the aggregate, based upon the Company's aggregate outstanding shares as of December 31, 2025. The Reporting Persons and Mr. Alwin acquired the Common Stock because they believed the Common Stock was undervalued at the time of purchase.
 
 Effective February 19, 2026 the Company appointed Mr. Alwin to the board of the Company and American Riveria Bank, the wholly owned subsidiary of the Company.
 
 The Reporting Persons and Mr. Alwin intend to monitor the performance and corporate governance of the Company, as well as the actions of the Company's management and board. As they deem necessary, the Reporting Persons and Mr. Alwin will assert their stockholder rights.
 
 The Reporting Persons and Mr. Alwin may make purchases of shares of Common Stock in the future, although they do not have any current intention to increase their aggregate ownership over 9.99%, and may also dispose of any or all the shares of Common Stock held by them.
 
 To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Exchange Act and the regulations thereunder, the Reporting Persons and Mr. Alwin have such a purpose. Except as noted in this Schedule 13D, the Reporting Persons and Mr. Alwin do not have any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. The Reporting Persons and Mr. Alwin may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. The Reporting Persons and Mr. Alwin may make further purchases of shares of Common Stock, and the Reporting Persons and Mr. Alwin may dispose of any or all the shares of Common Stock which they hold.

The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 5,713,022, reported as the number of outstanding shares as of December 31, 2025, in the Company's Earning Release issued on January 28, 2026.
 
 PL Capital Advisors, LLC - 9.97%
 
 John W. Palmer - 9.97%
 
 Richard J. Lashley - 9.97%
 
 Martin Alwin - <0.1%
 
 Black Maple Capital Management, LP - 0.7%
 
 Black Maple Capital Holdings LLC - 0.7%
 
 Robert Barnard - 0.7%

PL Capital Advisors, LLC - 569,500
 
 John W. Palmer - 569,500
 
 Richard J. Lashley - 569,500
 
 Martin Alwin - 500
 
 Black Maple Capital Management, LP - 41,500
 
 Black Maple Capital Holdings LLC - 41,500
 
 Robert Barnard - 41,500

During the past 60 days, Messrs. Palmer and Lashley did not have any transactions in the Common Stock other than the transactions effected by PL Capital Advisors on behalf of the PL Capital Advisors Clients.

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, the investment manager or adviser to the PL Capital Advisors Clients, they are deemed to share the voting and dispositive power over the shares of Common Stock managed by PL Capital Advisors on behalf of the PL Capital Advisors Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, LP).
 
 Because Black Maple Holdings is the General Partner of Black Maple Capital, the investment manager or adviser to the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, LP), it is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients. Because Mr. Barnard is the control person of Black Maple Holdings, the General Partner of Black Maple Capital, he is deemed to share voting power and dispositive power over the shares of Common Stock managed by Black Maple Capital on behalf of the Black Maple Capital Clients (including, without limitation, the PL Capital / Black Maple Financial Fund, LP).

Not applicable

PL Capital Advisors is the investment manager on behalf of the PL Capital Advisors Clients. Each of the Clients has granted to PL Capital Advisors the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement, except as provided below. PL Capital Advisors is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients' capital. Affiliates of PL Capital Advisors, including PL Capital, LLC and Goodbody/PL Capital LLC, serve as the general partner of various partnerships managed and advised by PL Capital Advisors, including Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL Capital/Focused Fund, L.P., Goodbody/PL Capital, L.P., and PL Capital Plus Fund, LP, each a Delaware limited partnership. For serving as the general partner of these partnerships, PL Capital Advisors' affiliates are entitled to an allocation of a portion of net profits, if any, generated by the partnerships.
 
 Black Maple Capital is the investment manager on behalf of the Black Maple Capital Clients. Each of the Clients has granted to Black Maple Capital the sole and exclusive authority to vote and dispose of the shares of Common Stock held on their behalf pursuant to a management agreement, except as provided below. Black Maple Capital is entitled to a fee for managing and advising these Clients, generally based upon a percentage of the Clients' capital.
 
 PL Capital Advisors and Black Maple Capital are co-investment managers on behalf of the PL Capital / Black Maple Financial Fund, LP. The PL Capital / Black Maple Financial Fund, LP has granted to each of PL Capital Advisors and Black Maple Capital shared authority to vote and dispose of the shares of Common Stock held on its behalf pursuant to an investment management agreement. PL Capital Advisors and Black Maple Capital are entitled to a fee for managing and advising the PL Capital / Black Maple Financial Fund, LP, generally based upon a percentage of capital. PL / Black Maple GP, LLC serves as the General Partner of PL Capital / Black Maple Financial Fund, LP. PL / Black Maple GP, LLC is co-owned and co-managed by PL Capital, LLC and Black Maple BF GP LLC. For serving as the general partner of these partnerships, affiliates of PL Capital Advisors and Black Maple Capital are entitled to an allocation of a portion of net profits, if any, generated by the PL Capital / Black Maple Financial Fund, LP. None of these affiliates have any authority to vote or dispose of the shares of Common Stock held on behalf of PL Capital / Black Maple Financial Fund, LP. 
 
 With regard to Mr. Alwin's service as a member of the Board of Directors of the Company and American Riviera Bank, Mr. Alwin will at all times exercise his fiduciary duties as a director under applicable law and in accordance with the Company's and the Bank's governing documents. Mr. Alwin has no agreement, arrangement, or understanding with, nor has he given any commitment or assurance to, any person or entity as to how he will act or vote on any issue or question that may come before the Board.

99.1 - Joint Filing Agreement