[8-K] Customers Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

Customers Bancorp, Inc. (CUBB) announced that on September 24, 2025 its Board appointed Maurice Michael (Mike) Gill, Robert Krasne, Susan Looney and Dalton Sirmans as directors, with each appointment effective October 29, 2025. Each appointee brings distinct professional credentials: Mr. Gill is a retired attorney and former Accenture managing director; Mr. Krasne is Co-Chair of The Steinman Foundation and former CEO of Steinman Communications; Dr. Looney is president of Reading Area Community College with advanced degrees in law and education; Mr. Sirmans co-founded Amplio Ventures and MainStreet Technologies.

The Company will increase its Board size to twelve effective October 29, 2025, and each new director will also serve on the board of the wholly owned subsidiary, Customers Bank. The filing states no selection arrangements or reportable related-party transactions exist for these appointees, and they will receive the same pro-rated compensation and benefits as other non-employee directors.

Positive

• Four experienced directors appointed effective October 29, 2025, with detailed professional credentials disclosed
• Board size increased to twelve, indicating expanded governance capacity
• Each new director will also serve on the board of the wholly owned subsidiary, Customers Bank
• No related-party transactions reported between the Company and the new directors
• Directors will receive standard non-employee compensation pro-rated for the remainder of the fiscal year

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Four independent directors added, Board expands to twelve; disclosures show no related-party ties and standard non-employee compensation.

The appointments increase Board capacity and diversify experience across legal, operations, education, and venture technology backgrounds as disclosed. The filing explicitly states no selection arrangements or related-party transactions reportable under Regulation S-K Item 404(a), reducing governance-related disclosure risk. Compensation terms are standard and pro-rated, indicating routine integration of new directors into existing governance frameworks. For investors, this is a governance update rather than an operational or financial development.

Board Composition Analyst

TL;DR: Board expansion and four director additions are routine governance changes with limited immediate financial impact.

Each director will also join the subsidiary board of Customers Bank, suggesting alignment of oversight across the holding company and bank. Biographical details provided confirm relevant governance and industry experience for oversight roles. The lack of related-party transactions and absence of special compensation arrangements indicate these hires follow established director onboarding practices. This disclosure does not present material financial information or signal strategic transaction activity.

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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): September 24, 2025

(Exact name of registrant as specified in its charter)

Customers Bancorp, Inc.

Pennsylvania			001-35542			27-2290659
(State or other jurisdiction of incorporation)			(Commission File number)			(IRS Employer Identification No.)

701 Reading Avenue

West Reading PA 19611

(Address of principal executive offices, including zip code)

(610) 933-2000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

☐			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:

Title of each class

Trading Symbols

Name of each exchange on which registered

Voting Common Stock, par value $1.00 per share

CUBI

New York Stock Exchange

Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, par value $1.00 per share

CUBI/PF

New York Stock Exchange

5.375% Subordinated Notes due 2034

CUBB

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 Arrangements of Certain Officers.

On September 24, 2025, the Board of Directors (the "Board") of Customers Bancorp, Inc. (the "Company"), appointed Maurice Michael (“Mike”) Gill, Robert Krasne, Susan Looney and Dalton Sirmans to serve as directors of the Company, effective as of October 29, 2025.

Mike Gill is a retired attorney who spent 13 years at Accenture LLP, including as Managing Director Global Complex Contracting, and before that practiced law as a transactional attorney for over 25 years. Mr. Gill holds a Bachelor of Science in Business from the University of Missouri and a Juris Doctor from the University of Missouri School of Law.

Robert Krasne is the Co-Chair of The Steinman Foundation and the Chair and former Chief Executive Officer of Steinman Communications. Mr. Krasne holds an A.B. in Economics from Georgetown University and a J.D. from the Georgetown University Law Center.

Susan Looney is the sixth president of Reading Area Community College in Reading, PA. Dr. Looney holds an Associate’s Degree from Brookdale Community College, a Bachelor of Science in Business Administration and an MBA from Monmouth University, a Juris Doctorate from Widener University School of Law, and a Doctorate in Education, specializing in Higher Education Leadership, from Nova Southeastern University.

Dalton Sirmans is the Co-Founder and Senior Partner of Amplio Ventures and the Co-Founder and former Chief Executive Officer of MainStreet Technologies. Mr. Sirmans holds an ALM International Relations and Affairs from the Harvard University Extension School, a Bachelor of Science, Criminal Justice, from Valdosta State University, and an Associate of Science, Sociology, from Abraham Baldwin Agricultural College.

Effective as of October 29, 2025, each of Dr. Looney and Messrs. Gill, Krasne and Sirmans will also serve as a director of the Company’s wholly owned subsidiary, Customers Bank.

Effective October 29, 2025, the size of the Company’s Board will increase to twelve members. None of Dr. Looney or Messrs. Gill, Krasne or Sirmans was selected as a director pursuant to any arrangement or understanding between such director and any other person and there are no related party transactions between the Company and any of Dr. Looney or Messrs. Gill, Krasne or Sirmans reportable under Item 404(a) of Regulation S-K. In connection with his or her service as a director, each will be entitled to the same compensation and benefits made available to the Company's non-employee directors generally, which compensation will be pro-rated for service until the end of the current fiscal year.

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.

CUSTOMERS BANCORP, INC.

By: /s/ Andrew B. Sachs

Name: Andrew B. Sachs

Title: Executive Vice President - General Counsel and Corporate Secretary

Date: September 26, 2025

FAQ

Who were appointed to the Customers Bancorp, Inc. (CUBB) Board?

Maurice Michael (Mike) Gill, Robert Krasne, Susan Looney, and Dalton Sirmans were appointed as directors, effective October 29, 2025.

When do the new directors' appointments become effective for CUBB?

October 29, 2025 is the effective date for the appointments and for their service on Customers Bank's board.

Will the size of Customers Bancorp's Board change after these appointments?

Yes. The Board will increase to twelve members effective October 29, 2025.

Are there any related-party transactions between CUBB and the new directors?

The filing states there are no reportable related-party transactions between the Company and Dr. Looney or Messrs. Gill, Krasne, or Sirmans under Item 404(a) of Regulation S-K.

What compensation will the new directors receive?

Each appointee will be entitled to the same compensation and benefits as the Company’s non-employee directors, pro-rated for service until the end of the current fiscal year.