Form 8-K

8-K — BankUnited, Inc.

Accession: 0001628280-26-033753

Filed: 2026-05-12

Period: 2026-05-11

CIK: 0001504008

SIC: 6035 (SAVINGS INSTITUTION, FEDERALLY CHARTERED)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — bku-20260511.htm (Primary)

EX-10.1 (exhibit101retentionletter.htm)

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8-K

8-K (Primary)

Filename: bku-20260511.htm · Sequence: 1

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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): May 11, 2026

BankUnited, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-35039 27-0162450

(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

14817 Oak Lane, Miami Lakes, FL 33016

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): (305) 569-2000

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:

Class Trading Symbol Name of Exchange on Which Registered

Common Stock, $0.01 Par Value BKU 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On May 11, 2026, the Compensation Committee of the Board of Directors of BankUnited, Inc. (the “Company”) approved, and the Company entered into, an amended and restated letter agreement with James Mackey, the Company’s Chief Financial Officer, to modify his prior change in control retention bonus benefit to a “double-trigger” severance benefit. The amended letter provides that if Mr. Mackey’s employment is terminated by the Company without “cause” or by him for “good reason” (each as defined in the letter agreement) during the two-year period following a change in control of the Company, he will be entitled to a lump sum severance benefit equal to two times his annual base salary, subject to an effective release of claims in favor of the Company. The amended letter supersedes and replaces the letter agreement with Mr. Mackey dated July 22, 2025, which shall be of no further force or effect.

The foregoing description is qualified in its entirety by reference to the letter agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number Description

10.1

Letter Agreement, dated May 11, 2026, by and between BankUnited, Inc. and James Mackey

104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURE

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.

Dated: May 11, 2026 BANKUNITED, INC.

/s/ Rajinder Singh

Name: Rajinder Singh

Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit

Number Description

10.1 Letter Agreement, dated May 11, 2026, by and between BankUnited, Inc. and James Mackey

104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

EX-10.1

Filename: exhibit101retentionletter.htm · Sequence: 2

Document

Exhibit 10.1

May 11, 2026

James “Jim” Mackey

Address on file at the Company

Re: Amended and Restated Letter Agreement

Dear Jim:

This letter agreement (this “Letter”) amends and restates that certain retention letter entered into between you BankUnited, Inc. (together with BankUnited, N.A., “BankUnited”) on July 22, 2025, (the “2025 Letter”), to alter the nature of your benefits if BankUnited experiences a Change in Control (as defined in the BankUnited, Inc. 2023 Omnibus Equity Incentive Plan), from a retention benefit to a “double-trigger” severance benefit. From and after the date first set forth above, this Letter supersedes and replaces the 2025 Letter, which shall be of no further force or effect.

Double-Trigger Severance Benefit: If during the two-year period following the completion of a Change in Control, either your employment is terminated by BankUnited or its successor without Cause (as defined in the BankUnited, Inc. 2023 Omnibus Equity Incentive Plan) or you terminate your employment with BankUnited or its successor for Good Reason (as defined below), in either case, subject to you executing and not revoking a separation agreement containing a release of claims in a form provided by BankUnited or its successor (the “Release”), you will receive a lump sum payment in an amount equal to two (2) times your annual base salary as in effect immediately prior to the Change in Control, or if higher, thereafter (the “Severance Payment”). The Severance Payment shall be paid to you as soon as practicable following your date of termination but in no event later than ten (10) calendar days following the date the Release becomes effective and irrevocable (and in any event no later than March 15 following the calendar year of such date of termination).

For purposes of this Letter, “Good Reason” shall mean, without your prior written consent: (i) a reduction of ten percent (10%) or more in your annual base salary or your “total target direct compensation opportunity” (as defined below) for the fiscal year of termination relative to your total target direct compensation opportunity for the immediately preceding fiscal year; or (ii) a relocation of your principal place of employment by more than thirty (30) miles; provided, however, in each case, that no such event shall constitute “Good Reason” unless (x) you notify BankUnited or its successor in writing of the existence of the event constituting Good Reason within sixty (60) days of the occurrence thereof, (y) BankUnited or its successor fails to cure the event constituting Good Reason within the thirty (30)-day period following the receipt of such notice from you and (z) you terminate employment within ninety (90) days following the

expiration of the thirty (30)-day cure period referred to in clause (y) above. For purposes hereof, “total target direct compensation opportunity” means the sum of your (A) annual base salary and (B) annualized target aggregate cash and equity bonus or incentive opportunity. For clarity, a reduction in incentive payouts based on actual performance results (and not a reduction in opportunities), as determined by BankUnited or its successor in its reasonable, good faith and ordinary course discretion shall not constitute a basis for Good Reason.

Withholding Taxes: The payment made to you pursuant to this Letter shall be subject to withholding of applicable income and employment taxes.

Regulatory Compliance: Notwithstanding anything herein contained to the contrary, any payment to you by BankUnited or its successor is subject to and conditioned upon compliance with section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. §1828(k), and the Federal Deposit Insurance Corporation regulation 12 C.F.R. part 359, Golden Parachute and Indemnification Payments.

Internal Revenue Code Section 409A: This Letter shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code.

This Letter does not constitute an employment agreement or guarantee of employment with BankUnited.

The growth and transformation of this franchise is in large part because of your dedication and efforts. I thank you, in advance, for your continuing support of BankUnited.

To confirm your agreement with and acceptance of this Letter, please sign a copy and return it to me.

Sincerely,

/s/ Rajinder P. Singh

Rajinder P. Singh

Chairman, President and Chief Executive Officer

Agreed to and acknowledged

as of May 11, 2026:

/s/ James G. Mackey

James "Jim" G. Mackey

-2-

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May 11, 2026

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