Customers Bancorp, Inc. 8-K Filing

FAQ

Key Financial Figures

• $1.00 — stered Voting Common Stock, par value $1.00 per share CUBI New York Stock Excha
• $100,000,000 — Indenture") relating to the issuance of $100,000,000 aggregate principal amount of 6.875% Fi

Filing Documents

• cubi-20251222.htm (8-K) — 65KB
• ex4-2.htm (EX-4.2) — 212KB
• ex5-1.htm (EX-5.1) — 19KB
• img_000.jpg (GRAPHIC) — 66KB
• image_001.jpg (GRAPHIC) — 7KB
• 0002039852-25-000203.txt ( ) — 731KB
• cubi-20251222.xsd (EX-101.SCH) — 4KB
• cubi-20251222_def.xml (EX-101.DEF) — 26KB
• cubi-20251222_lab.xml (EX-101.LAB) — 36KB
• cubi-20251222_pre.xml (EX-101.PRE) — 25KB
• cubi-20251222_htm.xml (XML) — 6KB

From the Filing

Customers Bancorp, Inc. Form 8-K UNITED 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): December 22, 2025 (Exact name of registrant as specified in its charter) Customers Bancorp, Inc. Pennsylvania 001-35542 27-2290659 (State or other jurisdiction of incorporation) (Commission File number) (IRS Employer Identification No.) 701 Reading Avenue West Reading , PA 19611 (Address of principal executive offices, including zip code) (610) 933-2000 (Registrant's telephone number, including area code) N/A (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 obligations of the registrant under any of the following provisions (see General Instructions A.2. below): 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 Symbols Name of each exchange on which registered Voting Common Stock, par value $1.00 per share CUBI New York Stock Exchange Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, par value $1.00 per share CUBI/PF New York Stock Exchange 5.375% Subordinated Notes due 2034 CUBB New York Stock Exchange 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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 into a Material Definitive Agreement. On December 22, 2025, Customers Bancorp, Inc. (the "Company") and Wilmington Trust, National Association (the "Trustee") entered into a Second Supplemental Indenture (the "Second Supplemental Indenture" and together with the Base Indenture (as defined herein), the "Indenture") relating to the issuance of $100,000,000 aggregate principal amount of 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes"), which supplements that certain Indenture, dated as of December 9, 2019 between the Company and the Trustee (as may be further amended, supplemented or otherwise modified from time to time, the "Base Indenture"). The Notes are the Company's subordinated obligations and will rank junior to all of the Company's existing and future senior indebtedness. In addition, the Subordinated Notes will be effectively subordinated to all of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all of the existing and future liabilities and obligations of the Company's existing and future subsidiaries, including, without limitation, Customers Bank's depositors, liabilities to general creditors, liabilities arising in the ordinary course of business or otherwise and the Customers Bank's outstanding 6.125% Fixed-to-Floating Rate Subordinated Notes due 2029 (the "2029 Subordinated Notes"). The Notes will be obligations of Customers Bancorp, Inc. only and will not be obligations of, and will not be guaranteed by, any of the Company's subsidiaries, including Customers Bank. From and including the date of original issuance to, but excluding, January 15, 2031 or the date of earlier redemption (the "fixed rate period"), interest on the notes will accrue at the rate of 6.875% per annum. Interest on the notes will be payable semi-annually in arrears on January 15 and July 15 of each year (each, a "fixed rate interest payment date"), commencing on July 15, 2026. From and including January 15, 2031 to, but excluding, January 15, 2036 or the date of earlier redemption (the "floating rate period"), the notes will bear interest at a floating rate per annum equal to benchmark rate (which is expected to be Three-Month Term SOFR) (the "Benchmark") plus 342 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year (each, a "floating rate interest payment date," and, together with the fixed rate interest payment dates, the "interest payment dates"), commencing on April 15, 2031. Notwiths

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