8-K

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): June 26, 2024

(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 E, par value $1.00 per share	CUBI/PE	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 8.01    Other Events.

On June 26, 2024, the Board of Directors of the Customers Bancorp, Inc. (the “Company”) authorized a new common stock repurchase program (the “Share Repurchase Program”) to repurchase up to 497,509 shares of the Company’s common stock. The term of the Share Repurchase Program will extend for one year from June 26, 2024, unless earlier terminated. Purchases of shares under the Share Repurchase Program may be executed through open market purchases, privately negotiated transactions, through the use of Rule 10b5-1 plans, or otherwise. The exact number of shares, timing for such purchases, and the price and terms at and on which such purchases are to be made will be at the discretion of the Company and will comply with all applicable regulatory limitations.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01        Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
Exhibit 99.1	Press Release Dated July 1, 2024

++++++++++++++++++++++++++++++

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/ Andrew Sachs

Name: Andrew Sachs

Title: Executive Vice President - General Counsel and Corporate Secretary

Date: July 1, 2024

EXHIBIT INDEX

Exhibit	Description
Exhibit 99.1	Press Release dated July 1, 2024

EX-99.1

Exhibit 99.1

Customers Bancorp, Inc.

701 Reading Avenue

West Reading, PA 19611

Contact:

David Patti, Director, Communications

610-451-9452

Customers Bancorp Announces Common Stock Repurchase Plan

(WEST READING, Pa., July 1, 2024) On June 26, 2024, the Board of Directors of Customers Bancorp, Inc. (NYSE: CUBI), the holding company for Customers Bank, authorized a new common stock repurchase plan, providing the company the option to purchase up to 497,509 shares of its outstanding common stock over a one-year period.

The company’s previous common stock repurchase plan, authorized on August 25, 2021, subsequently expired on September 27, 2023. At expiration, the previously authorized plan had 497,509 shares that had not been repurchased.

“In 2023, we successfully built our capital ratios in an uncertain environment to position us for growth,” said Jay Sidhu, Chairman and CEO of Customers Bancorp, Inc. “Common equity Tier 1 increased by approximately 260 basis points and TCE/TA increased by approximately 100 basis points in 2023. We exceeded our Common equity Tier 1 target of 11.5% and are approaching our TCE/TA target of 7.5%. As a result, the Board of Directors believes it is prudent once again to have a share repurchase plan in place,” commented Sidhu.

The timing, price and quantity of repurchases under the common stock repurchase plan will be at the discretion of Customers Bancorp and will depend on various factors, including the company's capital position, liquidity, financial performance and alternative uses of capital, stock trading price, regulatory requirements and limitations, and general market conditions. The repurchase plan does not obligate Customers Bancorp to repurchase any particular number of shares and it may be suspended or terminated at any time. Customers Bancorp expects to fund any repurchases with cash on hand. The common stock repurchases may be effected through open market purchases or privately negotiated transactions, including repurchase plans that satisfy the conditions of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Institutional Background

Customers Bancorp, Inc. (NYSE:CUBI) is one of the nation’s top-performing banking companies with nearly $22 billion in assets making it one of the 80 largest bank holding companies in the U.S. Customers Bank’s commercial and consumer clients benefit from a full suite of technology-enabled tailored product experiences delivered by best-in-class customer service distinguished by a Single Point of Contact approach. In addition to traditional lines such as C&I lending, commercial real estate lending and multifamily lending, Customers Bank also provides a number of national corporate banking services to specialized lending clients. Major accolades include:

•No. 5 on American Banker 2023 list of top-performing banks with $10B to $50B in assets

•No. 29 out of the 100 largest publicly traded banks in 2024 Forbes Best Banks list

•No. 52 on Investor’s Business Daily 100 Best Stocks for 2023

A member of the Federal Reserve System with deposits insured by the Federal Deposit Insurance Corporation, Customers Bank is an equal opportunity lender. Learn more: www.customersbank.com.

“Safe Harbor” Statement

In addition to historical information, this press release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements with respect to Customers Bancorp, Inc.’s strategies, goals, beliefs, expectations, estimates, intentions, capital raising efforts, financial condition and results of operations, future performance and business. Statements preceded by, followed by, or that include the words “may,” “could,” “should,” “pro forma,” “looking forward,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “project,” or similar expressions generally indicate a forward-looking statement. These forward looking statements involve risks and uncertainties that are subject to change based on various important factors (some of which, in whole or in part, are beyond Customers Bancorp, Inc.’s control). Numerous competitive, economic, regulatory, legal and technological events and factors, among others, could cause Customers Bancorp, Inc.’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements, including: a continuation of the recent turmoil in the banking industry, responsive measures taken by us and regulatory authorities to mitigate and manage related risks, regulatory actions taken that address related issues and the costs and obligations associated therewith, such as the FDIC special assessments, the impact of COVID-19 and its variants on the U.S. economy and customer behavior, the impact that changes in the economy have on the performance of our loan and lease portfolio, the market value of our investment securities, the continued success and acceptance of our blockchain payments system, the demand for our products and services and the availability of sources of funding, the effects of actions by the federal government, including the Board of Governors of the Federal Reserve System and other government agencies, that affect market interest rates and the money supply, actions that we and our customers take in response to these developments and the effects such actions have on our operations, products, services and customer relationships, higher inflation and its impacts, and the effects of any changes in accounting standards or policies. Customers Bancorp, Inc. cautions that the foregoing factors are not exclusive, and neither such factors nor any such

forward-looking statement takes into account the impact of any future events. All forward-looking statements and information set forth herein are based on management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. For a more complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review Customers Bancorp, Inc.’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K for the year ended December 31, 2023, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, including any amendments thereto, that update or provide information in addition to the information included in the Form 10-K and Form 10-Q filings, if any. Customers Bancorp, Inc. does not undertake to update any forward-looking statement whether written or oral, that may be made from time to time by Customers Bancorp, Inc. or by or on behalf of Customers Bank, except as may be required under applicable law.

XML

Document and Entity Information	Jun. 26, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 26, 2024
Entity Registrant Name	Customers Bancorp, Inc.
Entity Incorporation, State or Country Code	PA
Entity File Number	001-35542
Entity Tax Identification Number	27-2290659
Entity Address, Address Line One	701 Reading Avenue
Entity Address, City or Town	West Reading
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19611
City Area Code	610
Local Phone Number	933-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001488813
Amendment Flag	false
Voting Common Stock, par value $1.00 per share | New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Voting Common Stock, par value $1.00 per share
Trading Symbol	CUBI
Security Exchange Name	NYSE
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, par value $1.00 per share | New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Fixed-to-Floating Rate Non-Cumulative PerpetualPreferred Stock, Series E, par value $1.00 per share
Trading Symbol	CUBI/PE
Security Exchange Name	NYSE
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, par value $1.00 per share | New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Fixed-to-Floating Rate Non-Cumulative PerpetualPreferred Stock, Series F, par value $1.00 per share
Trading Symbol	CUBI/PF
Security Exchange Name	NYSE
5.375% Subordinated Notes due 2034 | New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	5.375% Subordinated Notes due 2034
Trading Symbol	CUBB
Security Exchange Name	NYSE