TBBK completes $200M 7.375% note offering; supplemental indenture filed

Rhea-AI Filing Summary

The Bancorp, Inc. completed a $200,000,000 offering of 7.375% Senior Notes due 2030. The issuance was consummated under an underwriting agreement dated August 14, 2025, among the company, The Bancorp Bank, National Association, and Piper Sandler & Co. The filing references an existing indenture from August 13, 2020, a Second Supplemental Indenture dated August 18, 2025, and a form of the 7.375% Senior Note included with the supplemental indenture. The underwriting agreement contains customary representations, warranties, indemnification rights and termination provisions. The company disclosed the creation of a direct financial obligation in Item 2.03 and included a press release and Inline XBRL cover page as exhibits.

Positive

• Completed $200,000,000 capital raise through issuance of senior notes, providing additional funding capacity
• Transaction documented with standard underwriting and indenture exhibits, enabling investor review of contractual terms

Negative

• Creates a new contractual long-term obligation payable at 7.375% through 2030
• Filing does not disclose use of proceeds, so investors cannot assess how the funds will be deployed

Insights

Debt Capital Markets Analyst

TL;DR: The Bancorp issued $200M of 7.375% senior notes due 2030, creating a fixed-rate debt obligation under customary underwriting terms.

The transaction is a straightforward debt raise: $200,000,000 aggregate principal amount of 7.375% senior notes maturing in 2030. The offering was executed under an underwriting agreement with Piper Sandler & Co. as representative and references a supplemental indenture that establishes the form and terms of the notes. Material implications include an increase in the company’s contractual long-term debt and a fixed interest cost at 7.375% through maturity. The filing appropriately reports the creation of a direct financial obligation and attaches the underwriting agreement, supplemental indenture and note form for investor review.

Corporate Finance / Treasury Specialist

TL;DR: This is a routine capital markets transaction that provides cash through a fixed-rate senior note issuance documented by standard underwriting and indenture agreements.

The structure—senior unsecured notes governed by an existing indenture plus a second supplemental indenture—follows market practice for medium-term note issuance. The underwriting agreement includes customary representations, warranties and indemnities. The filing discloses the obligation under Item 2.03 and supplies related exhibits, which allows investors to inspect the precise contractual terms. The filing does not disclose use of proceeds or the company’s intended allocation of the funds.

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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 30^th 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

FAQ

What did The Bancorp (TBBK) announce in this Form 8-K?

The company completed an offering of $200,000,000 aggregate principal amount of 7.375% Senior Notes due 2030 and filed related underwriting and indenture exhibits.

What is the interest rate and maturity on the new notes?

The notes carry a 7.375% coupon and mature in 2030.

Who acted as the representative of the underwriters?

Piper Sandler & Co. served as representative of the underwriters named in the underwriting agreement.

What documentation was filed as exhibits with the 8-K?

Exhibits include the Underwriting Agreement, the Second Supplemental Indenture, the form of the 7.375% Senior Note, a press release, and the Inline XBRL cover page.

Does the filing state how the proceeds will be used?

No. The filing does not disclose the intended use of proceeds from the offering.