Customers Bancorp, Inc. (CUBI) SEC Filings, Dec 2025-Jan 2026

Customers Bancorp, Inc. reported leadership and compensation changes tied to its senior executives. The Board appointed Chief Executive Officer Sam Sidhu as a director of the company, effective January 1, 2026, and increased the Board size to thirteen members. He will not receive separate director fees, with his pay set under a new employment agreement.

The company entered into updated employment agreements effective January 1, 2026 for Executive Chairman Jay Sidhu and CEO Sam Sidhu. Jay Sidhu’s contract provides a base salary of at least $650,000 and long‑term incentives targeting 200% of base salary, plus an expected non‑qualified SERP benefit of $300,000 per year for 15 years, along with detailed severance and change‑in‑control protections. Sam Sidhu’s agreement provides a base salary of at least $975,000, long‑term incentives targeting 150% of base salary, short‑term incentives targeting 100% of base salary, and an expected SERP benefit of $600,000 per year for life, plus similar severance and change‑in‑control terms.

In connection with his CEO role, Sam Sidhu also received an incentive award of 225,000 performance‑based restricted stock units under the 2019 Stock Incentive Plan, documented in a Performance Share Unit Agreement. The company issued a press release announcing his Board appointment.

Customers Bancorp, Inc. chairman and director Jay S. Sidhu reported changes in his indirect ownership of the company’s common stock as of 12/31/2025. The filing shows several transactions coded “G” at a price of $ 73.4 per share involving accounts held by his spouse and various family trusts.

Following these transactions, Sidhu reports 3,701 shares held indirectly by his spouse, 158,552 shares held indirectly in “Trust (1),” and 181,825 shares held indirectly in “Trust (2).” He also reports 790,031 common shares held directly, which the filing states includes 78,146 Restricted Stock Units, and an additional 213,560 shares held indirectly in “Trust (4).” The form indicates it is filed by one reporting person and identifies Sidhu as both a director and officer (Chairman) of the company.

Customers Bancorp, Inc. entered into a Second Supplemental Indenture with Wilmington Trust to issue $100,000,000 of 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036. These Notes are subordinated obligations of the company, ranking below its senior and secured debt and structurally below all liabilities of its subsidiaries.

The Notes pay a fixed interest rate of 6.875% per year from issuance to, but excluding, January 15, 2031, with semi-annual payments each January 15 and July 15, starting July 15, 2026. From January 15, 2031 to January 15, 2036, interest resets quarterly to a floating rate equal to a Benchmark rate, expected to be Three-Month Term SOFR, plus 342 basis points, with quarterly payments each January 15, April 15, July 15 and October 15.

The company may redeem the Notes at par plus accrued interest, at its option, beginning on January 15, 2031 and on any interest payment date thereafter. The Indenture includes covenants that restrict certain actions involving equity and debt of material subsidiaries, including Customers Bank, and sets customary events of default and other standard terms.

Customers Bancorp, Inc. reported an insider equity transaction by its Chief Banking Officer, Lyle Cunningham. On 12/19/2025, 1,552 shares of common stock were withheld to cover taxes due upon the vesting of a previously issued restricted stock award. This did not represent an open‑market sale.

After this tax withholding, Cunningham beneficially owned 50,591 shares of Customers Bancorp common stock directly, which includes 24,491 restricted stock units that remain subject to vesting or other conditions.

Customers Bancorp, Inc. reported an insider equity transaction by its Chief Risk Officer, Nicholas J. Robinson. On 12/19/2025, 1,286 shares of common stock were withheld to cover taxes due upon vesting of a previously issued restricted stock award at a price of $75.83 per share. After this tax withholding, Robinson beneficially owns 9,773 shares of common stock, which include 7,692 Restricted Stock Units. The form was signed under a power of attorney by Andrew Sachs on Robinson’s behalf.

Customers Bancorp, Inc. reported that its Chief Credit Officer filed a change in ownership form for company stock. On 12/19/2025, 1,088 shares of common stock were withheld at a price of $75.83 per share to cover taxes upon vesting of a previously issued restricted stock award. After this tax withholding, the officer beneficially owned 20,253 shares of common stock, including 16,116 restricted stock units, all held directly.

Customers Bancorp, Inc. completed an underwritten public offering of $100,000,000 aggregate principal amount of its 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036. The notes were priced to investors at 100.00% of their principal amount, and the company expects net proceeds of approximately $98,000,000 after underwriting discounts and expenses.

Customers Bancorp plans to use the cash for general corporate purposes, which may include redeeming less than all of its 6.125% subordinated notes due 2029 on March 26, 2026, funding organic growth at Customers Bank, repaying other indebtedness, redeeming preferred stock once redeemable, repurchasing common stock, and financing possible acquisitions of financial services businesses. The notes were issued under an existing automatic shelf registration and are unsecured obligations that are not deposits and are not insured or guaranteed by the FDIC or any other governmental agency.

Customers Bancorp, Inc. is offering $100,000,000 of 6.875% fixed‑to‑floating rate subordinated notes due 2036. The notes pay a fixed 6.875% annual coupon, semiannually on January 15 and July 15 from issuance to January 15, 2031, then switch to a floating rate of Three‑Month Term SOFR plus 342 basis points, paid quarterly, with SOFR floored at zero. The notes mature on January 15, 2036 and may be redeemed at the company’s option at par plus accrued interest starting January 15, 2031 and earlier upon certain tax or regulatory capital events, in each case subject to Federal Reserve approval.

The notes are unsecured obligations of Customers Bancorp, structurally subordinated to all liabilities of its subsidiaries and junior to its senior indebtedness, including approximately $22.1 billion of consolidated liabilities as of September 30, 2025. They are not deposits, not FDIC insured, and will not be listed on any securities exchange. The public offering price is 100% of principal, with a 1.50% underwriting discount, resulting in estimated net proceeds of about $98,000,000 for general corporate purposes, including potential partial redemption of 2029 subordinated notes, bank growth, debt repayment, preferred stock redemptions, share repurchases and possible acquisitions. The company has also declared a $0.5726314 per share dividend on its Series F preferred stock and plans to redeem all 3,400,000 Series F shares at $25 per share on December 15, 2025.

Customers Bancorp, Inc. director Robert N. Mackay reported receiving 573 shares of common stock on 12/15/2025. The shares were issued at $72.98 per share as stock compensation in lieu of cash for his Q4 2025 director fees.

Following this stock award, Mackay beneficially owns 8,918 shares of Customers Bancorp common stock, held directly. The filing reports no derivative securities transactions.