Customers Bancorp Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
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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 1.01 |
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Entry into a Material Definitive Agreement. |
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On December 15, 2025, Customers Bancorp, Inc. (the “Company”) and Customers Bank (the “Bank”) completed an underwritten public offering of $100,000,000 in aggregate principal amount of its 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated as of December 15, 2025, among the Company, the Bank and Keefe, Bruyette & Woods, Inc., Piper Sandler & Co. and Raymond James & Associates, Inc., as representatives of the several underwriters named therein (the “Underwriters”). The price to the public was 100.00% of the principal amount of the Notes.
The Company estimates the net proceeds from the sale of the Notes, after deducting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $98,000,000. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, but are not limited to, the redemption of less than all of the Bank’s 6.125% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2029 Subordinated Notes”) on March 26, 2026, working capital and the funding of organic growth at the Bank, repaying indebtedness, redeeming shares of the Company’s preferred stock once they become redeemable, repurchasing shares of the Company’s common stock, funding, in whole or in part, possible future acquisitions of other financial services businesses. The precise amounts and timing of our use of the net proceeds will depend upon our, and our subsidiaries,’ funding requirements, the availability of other funds, and our determination regarding the early redemption of the 2029 Subordinated Notes.
The offering of the Notes was made pursuant to the Company’s effective shelf registration statement on Form S-3ASR (Registration Statement No. 333-290008) previously filed by the Company with the Securities and Exchange Commission (the "SEC") on September 3, 2025, including the base prospectus contained therein, the preliminary prospectus supplement dated December 15, 2025 and final prospectus supplement dated December 15, 2025, each filed by the Company with the SEC relating to the offering of the Notes.
The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Bank and the registration statement, prospectus, prospectus supplement and other documents and filings relating to the offering of the Notes. In addition, the Company and the Bank have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The foregoing summary description of the Underwriting Agreement is qualified in its entirety by reference to that agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any offer or sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Notes are not deposits or savings accounts or other obligations of our bank or non-bank subsidiaries and will not be insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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| 1.1 |
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| 104 | The cover page from this Current Report on Form 8-K, 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.
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CUSTOMERS BANCORP, INC.
By: /s/ Mark R. McCollom Name: Mark R. McCollom Title: Chief Financial Officer |
Date: December 17, 2025