Bancorp (TBBK) CEO granted 80,580 RSUs, disposes shares for tax

Rhea-AI Filing Summary

Damian Kozlowski, Chief Executive Officer and director of The Bancorp, Inc., reported equity compensation and related share dispositions in company stock. On February 9, 2026, he was granted 80,580 restricted stock units, each representing one share of common stock, vesting annually in three equal installments.

On February 11, 2026, 27,263 shares of common stock were sold at an average price of about $56.18 per share to pay taxes due upon RSU vesting, with sale prices ranging from $55.98 to $56.48. Following these transactions, he directly held 710,973 common shares, with additional indirect holdings through a 401(k) plan and shares held by his son, for which he partially disclaims beneficial ownership.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Kozlowski Damian

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	27,263	$56.1824	$1.53M
Grant/Award	Common Stock	80,580	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 710,973 shares (Direct); Common Stock — 16,153 shares (Indirect, By 401(k) plan account)

Footnotes (1)

1. The Reporting Person was granted restricted stock units, each of which represents the right to receive one share of common stock of The Bancorp, Inc. upon vesting. The restricted stock units shall vest annually in three equal installments. Shares were sold to pay the taxes due upon the vesting of restricted stock units. Shares were sold at prices ranging from $55.98 to $56.48. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such securities for any purpose.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kozlowski Damian

(Last) (First) (Middle)

C/O THE BANCORP, INC.

409 SILVERSIDE ROAD, SUITE 105

(Street)

WILMINGTON DE 19809

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bancorp, Inc. [ TBBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		A		80,580	A	(1)	738,236	D
Common Stock	02/11/2026		F(2)		27,263	D	$56.1824(3)	710,973	D
Common Stock								16,153	I	By 401(k) plan account
Common Stock								2,230(4)	I	By son
Common Stock								2,230(4)	I	By son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person was granted restricted stock units, each of which represents the right to receive one share of common stock of The Bancorp, Inc. upon vesting. The restricted stock units shall vest annually in three equal installments.

2. Shares were sold to pay the taxes due upon the vesting of restricted stock units.

3. Shares were sold at prices ranging from $55.98 to $56.48.

4. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such securities for any purpose.

	/s/ Martin F. Egan, as attorney-in-fact	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did TBBK CEO Damian Kozlowski report?

Damian Kozlowski reported an equity grant and a related tax sale. He received 80,580 restricted stock units on February 9, 2026, then 27,263 shares were sold on February 11, 2026 to cover taxes owed on the vesting.

How many Bancorp (TBBK) shares does the CEO hold after this Form 4?

After the reported transactions, Damian Kozlowski directly held 710,973 shares of The Bancorp, Inc. common stock. He also had indirect interests in shares held through a 401(k) plan and by his son, though he disclaims full beneficial ownership of those family holdings.

What are the terms of the 80,580 RSUs granted to TBBK’s CEO?

The grant consists of 80,580 restricted stock units, each equal to one TBBK common share upon vesting. These RSUs vest in three equal annual installments, giving the CEO a multi‑year equity incentive tied directly to the company’s stock performance over time.

At what prices were TBBK shares sold to cover the CEO’s tax liability?

To cover taxes on vested restricted stock units, 27,263 shares of TBBK common stock were sold at an average price of about $56.18 per share. The filing notes that individual sale prices ranged from $55.98 to $56.48 during this tax‑related disposition.

Does the TBBK CEO have indirect ownership of additional shares?

Yes. The filing shows indirect holdings through a 401(k) plan account and shares held by his son. However, Damian Kozlowski disclaims beneficial ownership of those family-related securities except for his pecuniary interest, meaning they are not fully attributed to him for ownership purposes.