[8-K] CUSTOMERS BANCORP INC Reports Material Event

Rhea-AI Filing Summary

Customers Bancorp, Inc. completed a registered public offering of 2,189,781 shares of its voting common stock at $68.50 per share, and granted the underwriters a 30-day option that was fully exercised for an additional 328,467 shares. The offering closed on September 3, 2025, producing aggregate gross proceeds of approximately $172.5 million and aggregate net proceeds of approximately $163.9 million after underwriting discounts and commissions but before transaction expenses. Directors and certain officers agreed to a 60-day lock-up. The company made customary representations and indemnities to the underwriters and furnished related press releases and counsel opinion exhibits.

Positive

• Raised approximately $172.5 million gross through a registered offering, strengthening capital resources
• Net proceeds of about $163.9 million after underwriting discounts and commissions, providing substantial cash for corporate purposes
• Full exercise of overallotment (328,467 shares) indicates strong underwriter demand and market absorption
• 60-day lock-up by directors and certain officers reduces near-term insider selling pressure

Negative

• Issuance of new shares will dilute existing shareholders; the filing does not quantify dilution percentage
• Transaction expenses were deducted from proceeds but the filing does not detail the amount, limiting assessment of net benefit

Insights

Securities Analyst

TL;DR Customers Bancorp raised substantial equity capital—$172.5M gross, $163.9M net—through a priced S-3 offering with full overallotment exercised.

The transaction strengthens the company's capital base by issuing 2.19M shares plus a fully exercised 328K share option, increasing liquidity and shareholder count. The 60-day lock-up from insiders is standard and limits near-term insider selling pressure. Indemnities and customary reps were provided to underwriters; a counsel opinion and press releases were furnished. The size of proceeds relative to the company's balance sheet is not stated in the filing, so assessment of dilution or capital adequacy impact versus prior capital is limited by the provided content.

Corporate Governance Expert

TL;DR Governance actions include a routine 60-day lock-up and standard underwriting indemnities; disclosures were furnished rather than filed.

The lock-up agreement with directors and certain officers reduces immediate insider sales risk. The filing notes customary representations and indemnities to underwriters and that press releases were furnished under Regulation FD treatment, not "filed," which limits their incorporation into future filings. No departures, compensation changes, or governance conflicts are disclosed in the provided text.

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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 3, 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 1.01    Entry into a Material Definitive Agreement.

On September 3, 2025, Customers Bancorp, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc., as Representatives of the several Underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell 2,189,781 shares of the Company’s voting common stock, par value $1.00 per share (the “Common Stock”), to the Underwriters at a price to the public of $68.50 per share (the “Offering”). The Offering was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-290008), which was filed with the Securities and Exchange Commission (the “SEC”) on September 3, 2025 and became effective immediately, as supplemented by a preliminary prospectus supplement dated September 3, 2025 and a prospectus supplement dated September 3, 2025. As part of the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 328,467 shares of Common Stock in the Offering at the public offering price, less underwriting discounts and commissions, which option was exercised in full. The Offering closed on September 3, 2025.

The aggregate gross proceeds of the Offering were approximately $172.5 million. After deducting underwriting discounts and commissions and before deducting transaction expenses, the aggregate net proceeds to the Company were approximately $163.9 million.

Pursuant to the Underwriting Agreement, the directors and certain officers of the Company entered into agreements providing for a 60-day “lock-up” period with respect to sales of the Company’s securities, subject to certain exceptions.

The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and Customers Bank and the Registration Statement, preliminary prospectus supplement, prospectus supplement and other documents and filings relating to the Offering. In addition, the Company and Customers Bank have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. 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.

Stradley Ronon Stevens & Young, LLP, counsel to the Company, delivered an opinion with respect to the validity of the Common Stock, which is attached hereto as Exhibit 5.1.

Item 7.01    Regulation FD Disclosure.

On September 3, 2025, the Company issued a press release announcing the commencement of its offering of Common Stock. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On September 3, 2025, the Company issued a press release announcing the pricing of its offering of the Common Stock. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Furthermore, such information, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed incorporated by reference into any of the Company’s reports or filings with the SEC under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed an admission as to the materiality of any information that is required to be disclosed solely to satisfy the requirements of Regulation FD.

++++++++++++++++++++++++++++++

Item 9.01        Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
1.1						Underwriting Agreement dated September 3, 2025
5.1						Opinion of Stradley Ronon Stevens & Young, LLP
23.1						Consent of Stradley Ronon Stevens & Young, LLP (included in Exhibit 5.1)
99.1						Press Release dated September 3, 2025 (offering commencement)
99.2						Press Release dated September 3, 2025 (pricing)
104						Cover Page Interactive Data File (Embedded within the Inline XBRL document)

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 5, 2025

EXHIBIT INDEX

Exhibit						Description
1.1						Underwriting Agreement dated September 3, 2025
5.1						Opinion of Stradley Ronon Stevens & Young, LLP
23.1						Consent of Stradley Ronon Stevens & Young, LLP (included in Exhibit 5.1)
99.1						Press Release dated September 3, 2025 (offering commencement)
99.2						Press Release dated September 3, 2025 (pricing)
104						Cover Page Interactive Data File (Embedded within the Inline XBRL document)

FAQ

What did Customers Bancorp (CUBI) sell in the offering?

The company sold 2,189,781 shares of voting common stock and granted an option that added 328,467 shares which was fully exercised.

How much capital did CUBI raise in the offering?

The offering generated approximately $172.5 million in gross proceeds and approximately $163.9 million in net proceeds before transaction expenses.

When did the offering close?

The offering closed on September 3, 2025.

Are insiders restricted from selling shares after the offering?

Yes; directors and certain officers entered into agreements providing for a 60-day lock-up period subject to customary exceptions.

Were there standard underwriter protections?

Yes; the company and Customers Bank made customary representations, warranties, covenants and agreed to indemnify the underwriters against certain liabilities, including Securities Act liabilities.