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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):
August 14, 2025
The Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-51018
| Delaware |
|
23-3016517 |
| (State or other jurisdiction of |
|
(IRS Employer |
| incorporation) |
|
Identification No.) |
409 Silverside Road
Wilmington, DE 19809
(Address of principal executive offices, including
zip code)
302-385-5000
(Registrant’s telephone number, including
area code)
(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 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:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $1.00 per share |
|
TBBK |
|
Nasdaq Global Select |
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 1.01 |
Entry in Material Definitive Agreement |
On August 18, 2025, The
Bancorp, Inc. (the “Company”) completed its offering of $200,000,000 aggregate principal amount of its 7.375% Senior
Notes due 2030 (the “Notes”). The offering of the Notes was consummated pursuant to the terms of an underwriting agreement,
dated as of August 14, 2025 (the “Underwriting Agreement”) by and among the Company, The Bancorp Bank, National Association
(the “Bank”), and Piper Sandler & Co., as representative of the underwriters named in Schedule A to the
Underwriting Agreement. The Underwriting Agreement contains various representations, warranties and agreements by the Company and the
Bank, indemnification rights and obligations of the parties and termination provisions.
The
net proceeds to the Company from the sale of the Notes, after the underwriting discount, but before estimated transaction expenses, were
approximately $197.0 million. The Notes will mature on September 1, 2030 (the “Maturity
Date”). Interest is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2026.
The Notes are redeemable in whole or in part beginning on or after the 30th day
prior to the Maturity Date, at 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to but excluding the
date of redemption.
The Company intends to
use the net proceeds from the sale of the Notes (i) to redeem or repay at maturity all $100.0 million outstanding principal amount of
the Company’s 4.750% Senior Notes due 2025, including to pay any applicable redemption premium, (ii) to fund the Company’s
share repurchase program and (iii) for general corporate purposes, which may include capital to support the growth of the Bank.
The Notes were issued pursuant
to the Indenture, dated as of August 13, 2020 (the “Base Indenture”), as supplemented by a Second Supplemental Indenture,
dated as of August 18, 2025 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),
by and between the Company and Wilmington Trust, National Association, as trustee. The Notes are not obligations of, and are not, and
will not be, guaranteed by any of the Company’s subsidiaries.
The foregoing description
of the Underwriting Agreement, the Notes and the Indenture is qualified in its entirety by reference to the full text of the Underwriting
Agreement, the Base Indenture, the Supplemental Indenture and the Form of Note, which are attached hereto as Exhibit 1.1, Exhibit 4.1,
Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant |
The disclosure required
by this item is included in Item 1.01 and is incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On August 18, 2025, the
Company issued a press release relating to the offering of the Notes. A copy of the press release is furnished as Exhibit 99.1 hereto.*
* The information in Item
7.01 of this Form 8-K shall not be deemed “filed” for 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,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| |
|
|
|
| |
1.1 |
|
Underwriting Agreement, dated as of August 14, 2025, by and among the Company, the Bank and Piper Sandler & Co., as representative of the underwriters named therein. |
| |
|
|
|
| |
4.1 |
|
Indenture, dated as of August 13, 2020, by and between the Company and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 13, 2020). |
| |
|
|
|
| |
4.2 |
|
Second Supplemental Indenture, dated as of August 18, 2025, by and between the Company and Wilmington Trust, National Association, as Trustee. |
| |
|
|
|
| |
4.3 |
|
Form of 7.375% Senior Note due 2030 (included as part of Exhibit 4.2). |
| |
|
|
|
| |
99.1 |
|
Press Release |
| |
|
|
|
| |
104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURES
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.
| Date: August 18, 2025 |
|
The Bancorp, Inc. |
| |
|
|
|
| |
|
By: |
/s/ Martin Egan |
| |
|
|
Name: Martin Egan |
| |
|
|
Title: MD, Interim Chief Financial Officer and
Chief Accounting Officer |
