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2025-07-07
2025-07-07
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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):
July 7, 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. [_]
Share Repurchase Plan
On July 7, 2025, the Board of Directors (the “Board”)
of The Bancorp, Inc. (the “Company”) authorized the increase of the capacity of the Company’s existing share repurchase
program for the third and fourth quarters of 2025 to $300 million and $200 million for 2026 (the “Repurchase Plan”). This
increase cumulatively represents up to $500 million in share repurchases through year-end 2026.
Repurchases may be made from time to time in the
open market, through privately negotiated transactions, or by other means, subject to market conditions and other factors. The Company
is not obligated under the Repurchase Plan to acquire any particular amount of common stock of the Company, and the Company may terminate
or suspend the Repurchase Plan at any time. The timing and actual number of shares repurchased may depend on a variety of factors, including
price, general business and market conditions, and alternative investment opportunities. The Company expects to fund the Repurchase Plan
with cash at hand and through the refinancing of $100 million of maturing senior unsecured debt with $200 million of new senior unsecured
debt, subject to regulatory approval.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form 8-K may contain
“forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section
27A of the Securities Act of 1933, as amended. Forward-looking statements provide management’s current expectations of future events
based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Sentences containing
words such as “believe,” “intend,” “plan,” “may,” “expect,” “should,”
“could,” “anticipate,” “estimate,” “predict,” “project,” or their negatives,
or other similar expressions of a future or forward-looking nature generally should be considered forward-looking statements. Forward-looking
statements in this Current Report, such as the Company’s implementation of the Repurchase Plan and the refinancing of maturing debt,
are based on management’s current expectations and assumptions about future events that involve inherent risks and uncertainties.
While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business,
economic, competitive, regulatory, and other risks and uncertainties, most of which are difficult to predict and many of which are beyond
the Company’s control. The Company undertakes no obligation to review or update any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required by law.
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: July 7, 2025 |
THE BANCORP, INC. |
| |
|
|
| |
By: |
/s/ Martin Egan |
| |
Name: |
Martin Egan |
| |
Title: |
MD, Interim Chief Financial Officer and Chief Accounting Officer |
| |
|
|
