UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01 | Entry in Material Definitive Agreement |
On August 18, 2025, The Bancorp, Inc. (the “Company”) completed its offering of $200,000,000 aggregate principal amount of its 7.375% Senior Notes due 2030 (the “Notes”). The offering of the Notes was consummated pursuant to the terms of an underwriting agreement, dated as of August 14, 2025 (the “Underwriting Agreement”) by and among the Company, The Bancorp Bank, National Association (the “Bank”), and Piper Sandler & Co., as representative of the underwriters named in Schedule A to the Underwriting Agreement. The Underwriting Agreement contains various representations, warranties and agreements by the Company and the Bank, indemnification rights and obligations of the parties and termination provisions.
The net proceeds to the Company from the sale of the Notes, after the underwriting discount, but before estimated transaction expenses, were approximately $197.0 million. The Notes will mature on September 1, 2030 (the “Maturity Date”). Interest is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2026. The Notes are redeemable in whole or in part beginning on or after the 30th day prior to the Maturity Date, at 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to but excluding the date of redemption.
The Company intends to use the net proceeds from the sale of the Notes (i) to redeem or repay at maturity all $100.0 million outstanding principal amount of the Company’s 4.750% Senior Notes due 2025, including to pay any applicable redemption premium, (ii) to fund the Company’s share repurchase program and (iii) for general corporate purposes, which may include capital to support the growth of the Bank.
The Notes were issued pursuant to the Indenture, dated as of August 13, 2020 (the “Base Indenture”), as supplemented by a Second Supplemental Indenture, dated as of August 18, 2025 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee. The Notes are not obligations of, and are not, and will not be, guaranteed by any of the Company’s subsidiaries.
The foregoing description of the Underwriting Agreement, the Notes and the Indenture is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the Form of Note, which are attached hereto as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant |
The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On August 18, 2025, the Company issued a press release relating to the offering of the Notes. A copy of the press release is furnished as Exhibit 99.1 hereto.*
* The information in Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 | Underwriting Agreement, dated as of August 14, 2025, by and among the Company, the Bank and Piper Sandler & Co., as representative of the underwriters named therein. | ||
| 4.1 | Indenture, dated as of August 13, 2020, by and between the Company and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 13, 2020). | ||
| 4.2 | Second Supplemental Indenture, dated as of August 18, 2025, by and between the Company and Wilmington Trust, National Association, as Trustee. | ||
| 4.3 | Form of 7.375% Senior Note due 2030 (included as part of Exhibit 4.2). | ||
| 99.1 | Press Release | ||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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: August 18, 2025 | The Bancorp, Inc. | ||
| By: | /s/ Martin Egan | ||
| Name: Martin Egan | |||
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Title: MD, Interim Chief Financial Officer and Chief Accounting Officer | |||