Customers Bancorp, Inc. 8-K Filing

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Key Financial Figures

• $1.00 — stered Voting Common Stock, par value $1.00 per share CUBI New York Stock Excha
• $100,000,000 — eted an underwritten public offering of $100,000,000 in aggregate principal amount of its 6.
• $98,000,000 — e by the Company, will be approximately $98,000,000. The Company intends to use the net pro

Filing Documents

• cubi-20251215.htm (8-K) — 49KB
• ex1-1.htm (EX-1.1) — 182KB
• img_000.jpg (GRAPHIC) — 66KB
• img_001.jpg (GRAPHIC) — 8KB
• 0002039852-25-000199.txt ( ) — 655KB
• cubi-20251215.xsd (EX-101.SCH) — 4KB
• cubi-20251215_def.xml (EX-101.DEF) — 26KB
• cubi-20251215_lab.xml (EX-101.LAB) — 36KB
• cubi-20251215_pre.xml (EX-101.PRE) — 25KB
• cubi-20251215_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 15, 2025, Customers Bancorp, Inc. (the "Company") and Customers Bank (the "Bank") completed an underwritten public offering of $100,000,000 in aggregate principal amount of its 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes") pursuant to an Underwriting Agreement (the "Underwriting Agreement"), dated as of December 15, 2025, among the Company, the Bank and Keefe, Bruyette & Woods, Inc., Piper Sandler & Co. and Raymond James & Associates, Inc., as representatives of the several underwriters named therein (the "Underwriters"). The price to the public was 100.00% of the principal amount of the Notes. The Company estimates the net proceeds from the sale of the Notes, after deducting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $98,000,000. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, but are not limited to, the redemption of less than all of the Bank's 6.125% Fixed-to-Floating Rate Subordinated Notes due 2029 (the "2029 Subordinated Notes") on March 26, 2026, working capital and the funding of organic growth at the Bank, repaying indebtedness, redeeming shares of the Company's preferred stock once they become redeemable, repurchasing shares of the Company's common stock, funding, in whole or in part, possible future acquisitions of other financial services businesses. The precise amounts and timing of our use of the net proceeds will depend upon our, and our subsidiaries,' funding requirements, the availability of other funds, and our determination regarding the early redemption of the 2029 Subordinated Notes. The offering of the Notes was made pursuant to the Company's effective shelf registration statement on Form S-3ASR (Registration

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated December 15, 2025, by and between Customers Bancorp, Inc., Customers Bank and Keefe, Bruyette & Woods, Inc., Piper Sandler & Co. and Raymond James & Associates, Inc. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL SIGNATURE 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. CUSTOMERS BANCORP, INC. By: /s/ Mark R. McCollom Name: Mark R. McCollom Title: Chief Financial Officer Date: December 17, 2025

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