S-8

As filed with the Securities and Exchange Commission on May 30, 2024

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware	23-3016517
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
409 Silverside Road, Wilmington, DE	19809
(Address of Principal Executive Offices)	(Zip Code)

The Bancorp, Inc.

2024 Equity Incentive Plan

(Full title of the plan)

Damian M. Kozlowski

Chief Executive Officer

The Bancorp, Inc.

409 Silverside Road

Wilmington, Delaware 19809

(Name and address of agent for service)

(302) 385-5000

(Telephone number, including area code, of agent for service)

Copies of Correspondence to:

Erin E. Martin

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004-2541

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	þ	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

On March 28, 2024, subject to stockholder approval, the Board of Directors of The Bancorp, Inc. (the “Company”) adopted The Bancorp, Inc. 2024 Equity Incentive Plan (the “Plan”). The Company’s stockholders subsequently approved the Plan at the Company’s 2024 Annual Meeting of Stockholders held on May 29, 2024 (the “Effective Date”). The number of shares of common stock, $1.00 par value (the “Common Stock”) authorized for issuance pursuant to the Plan is equal to (i) 2,370,000 newly authorized shares (the “Newly Authorized Shares”), plus (ii) any shares that remained available for grant under The Bancorp, Inc. 2020 Equity Incentive Plan (the “Rollover Shares”) as of the Effective Date, plus (iii) any shares subject to outstanding grants under prior plans that terminate or expire unexercised, or vested or settled in full, on or after the Effective Date. The Company is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register the offer and sale of the Newly Authorized Shares under the Plan. Contemporaneously with the filing of this Registration Statement, the Company is filing a Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-238257) (the “Prior Registration Statement”) to amend the Prior Registration Statement to register the offer of the Rollover Shares under the Plan.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information concerning the Plan required by Part I of this Registration Statement will be sent or given to Plan participants as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”). Such documents are not filed as part of this Registration Statement in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have previously been filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement:

1. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 29, 2024.

2. The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the Commission on May 10, 2024.

3. The Company’s Current Reports on Form 8-K filed with the Commission on March 8, 2024.

4. The description of the Common Stock that is contained in (a) Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 1, 2022, including any amendments or reports filed for the purpose of updating such description, and (b)  the Company’s registration statement on Form 8-A filed with the Commission on November 10, 2004 under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference.

All reports and other documents that the Company subsequently files with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that the Company has sold all of the securities offered under this Registration Statement or that deregisters the distribution of all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date that the Company files such report or document.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.  

The Company is a Delaware corporation. Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, provided that such director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal.

Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter in which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Section 145(c) of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation shall have power to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145.

Article VIII of the Company’s Amended and Restated Bylaws (“Bylaws”) provide for indemnification of directors and officers of the registrant to the fullest extent permitted by applicable law. The Bylaws incorporate the entitlement of former directors and officers to have their expenses covered by the Company for defending civil or criminal actions, suits, or proceedings prior to their final resolution. The Company may advance expenses to former employees and agents of the Company to the extent and to such effect not prohibited by the DGCL or other applicable law.

In accordance with Section 102(b)(7) of the DGCL, the Company’s Certificate of Incorporation contains a provision to limit the personal liability of the directors of the registrant for violations of their fiduciary duty. This provision eliminates each director’s liability to the registrant or its stockholders for monetary damages except (i) for breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty.

The Company maintains directors’ and officers’ liability insurance against any actual or alleged error, misstatement, misleading statement, act, omission, neglect, or breach of duty by any director or officer of itself or any direct or indirect subsidiary, excluding certain matters including fraudulent, dishonest, or criminal acts, or self-dealing.

The foregoing summaries are necessarily subject to the complete texts of Section 145 of the DGCL, the Company’s Certificate of Incorporation, as amended, and the Company’s Bylaws, as amended, referred to above and are qualified in their entirety by reference thereto.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by reference.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into this Registration Statement will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX

Exhibit No.	Exhibit Description
5.1*	Opinion of Morgan, Lewis & Bockius LLP.
10.1*	Form of Restricted Stock Unit Agreement.
23.1*	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 filed herewith).
23.2*	Consent of Grant Thornton LLP.
24.1*	Power of Attorney (contained on signature page hereto).
99.1	The Bancorp, Inc. 2024 Equity Incentive Plan, incorporated by reference to Appendix A to the Registrant’s definitive Proxy Statement filed with the Commission under cover of Schedule 14A on April 8, 2024.
107*	Filing Fee Table.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on May 30, 2024.

THE BANCORP, INC.
By:	/s/ Damian M. Kozlowski
	Damian M. Kozlowski
	Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of The Bancorp, Inc., hereby severally constitute and appoint Damian M. Kozlowski and Paul Frenkiel and each of them singly, our true and lawful attorney and agent with full power and authority to sign for us and in our names in the capacities indicated below, a Registration Statement under the Securities Act of 1933, as amended, on Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem necessary or desirable, any amendments thereto, and all post-effective amendments and supplements to such Registration Statement, for the registration of the Company’s securities and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission and generally to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement shall comply with the Securities Act of 1933, as amended, and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on May 30, 2024.

Signature	Title
/s/ Damian M. Kozlowski Damian M. Kozlowski	Chief Executive Officer and Director (Principal Executive Officer)
/s/ Paul Frenkiel Paul Frenkiel	Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
/s/ James J. McEntee III James J. McEntee III	Director
/s/ Michael J. Bradley Michael J. Bradley	Director
/s/ Matthew N. Cohn Matthew N. Cohn	Director
/s/ Cheryl D. Creuzot Cheryl D. Creuzot	Director
/s/ Hersh Kozlov Hersh Kozlov	Director
/s/ William H. Lamb William H. Lamb	Director
/s/ Daniela A. Mielke Daniela A. Mielke	Director
/s/ Stephanie B. Mudick Stephanie B. Mudick	Director
/s/ Mark E. Tryniski Mark E. Tryniski	Director

EX-5.1

EXHIBIT 5.1

May 30, 2024

The Bancorp, Inc.

409 Silverside Road, Suite 105

Wilmington, Delaware 19809

Re:	The Bancorp, Inc.
	Registration Statement on Form S-8 Filed on May 30, 2024

Ladies and Gentlemen:

We have acted as counsel to The Bancorp, Inc., a Delaware corporation (the “Company”), in connection with its filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”) on the date hereof. The Registration Statement relates to the registration of the offer and sale of 2,370,000 shares of common stock, $1.00 par value per share, of the Company (the “Common Stock”), which may be issued under The Bancorp, Inc. 2024 Equity Incentive Plan (the “Plan”).

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of (i) the Certificate of Incorporation of the Company, as amended to date, (ii) the Amended and Restated Bylaws of the Company, as amended to date, (iii) certain resolutions of the Company’s Board of Directors relating to the Registration Statement, (iv) the Plan, and (v) such other documents, records and other instruments as we have deemed appropriate for purposes of the opinions set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. With respect to matters of fact relevant to our opinions as set forth below, we have relied upon certificates of officers of the Company, representations made by the Company in documents examined by us, and representations of officers of the Company. We have also obtained and relied upon such certificates and assurances from public officials as we have deemed necessary for the purposes of our opinions set forth below.

Subject to the foregoing and the other matters set forth herein, we are of the opinion, as of the date hereof that the Common Stock has been duly authorized by the Company and, when issued by the Company in accordance with the provisions of the Plan, will be validly issued, fully paid, and non-assessable.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

The opinions expressed herein are limited to the Federal laws of the United States and the Delaware General Corporation Law, and we express no opinion with respect to the laws of any other state or jurisdiction.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-10.1

EXHIBIT 10.1

THE BANCORP, INC.

2024 EQUITY INCENTIVE PLAN

Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (this “Agreement”) evidences a grant of Restricted Stock Units (each an “RSU” and collectively, the “RSUs”) awarded by The Bancorp, Inc., a Delaware corporation (the “Company”) to the individual named below (the “Participant”). The RSUs are subject to the terms and conditions set forth herein and the provisions of the 2024 Equity Incentive Plan (as amended from time to time, the “Plan”), which are incorporated herein by reference. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not otherwise defined will have the meaning set forth in the Plan.

1. Name of Participant: ______________________________________________

2. Date of Grant: ___________________________________________________

3. Number of RSUs: _________________________________________________

4. Grant of RSUs. Each RSU represents the right of the Participant to receive a share of Stock on the applicable payment date. No shares of Stock are actually awarded to the Participant on the Date of Grant. The Company shall establish and maintain a RSU account as a bookkeeping account on its records for the Participant, and shall record in such account the number of RSUs granted to the Participant. The RSUs will be settled as and when they vest, as set forth below.

5. Regular Vesting Schedule. Except as set forth in Section 6 below, the RSUs shall vest in three equal annual installments, with 33.33% of the RSUs vesting on each of the first three anniversaries of the Date of Grant; provided that the Participant continues in Service with the Company from the Date of Grant until the applicable vesting date. The vesting of the RSUs shall be cumulative, but shall not exceed 100% of the RSUs. If the vesting schedule would produce fractional RSUs, the number of RSUs that vest shall be rounded down to the nearest whole RSU and the fractional RSUs will be accumulated so that the resulting whole RSUs will be included in the number of RSUs that become vested on the third anniversary of the Date of Grant.

6. Termination of Service.

a) Retirement, Death, or Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s death, Disability, or Retirement from the Company, the unvested RSUs will automatically fully vest on the date of the Participant’s Termination of Service; provided that in the event of the Participant’s Termination of Service by reason the Participant’s Disability or Retirement, the Participant delivers to the Company an effective release of claims in a form approved by the Company.

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b) Change in Control. In the event of the Participant’s Termination of Service by reason of the Participant’s Involuntary Termination following a Change in Control, all unvested RSUs will automatically fully vest on the date of the Participant’s Termination of Service.

c) Termination of Service for Cause. In the event of the Participant’s Termination of Service for Cause, the Participant’s unvested RSUs will immediately expire and be forfeited on the date of the Participant’s Termination of Service.

d) Other Termination of Service. In the event of the Participant’s Termination of Service for any reason other than due to (i) death, Disability or Retirement, (ii) by the Company for Cause, or (iii) Involuntary Termination following a Change in Control, all RSUs that have not vested as of the date of the Participant’s Termination of Service will expire and be forfeited on the date of the Participant’s Termination of Service.

7. Payment of RSUs.

a) If and when the RSUs vest in accordance with Section 5 above, the Company shall issue to the Participant one share of Stock for each vested RSU within 30 days after the applicable vesting date.

b) Subject to Section 7(c), if and when the RSUs vest in accordance with Section 6(a) above, the Company shall issue to the Participant one share of Stock for each vested RSU within 30 days after the one-year anniversary of the Participant’s Termination of Service.

c) If and when the RSUs vest in accordance with Section 6(a) or Section 6(b) and the Termination of Service occurs on or within two years following a Change in Control that constitutes a “change in control event” within the meaning of Code Section 409A and the regulations thereunder (“409A CIC Termination”), the Company shall issue to the Participant one share of Stock for each vested RSU within 30 days following the Participant’s Termination of Service. If the RSUs vest in accordance with Section 6(a) or Section 6(b) and the Termination of Service is not a 409A CIC Termination, then the Company shall issue to the Participant one share of Stock for each vested RSU within 30 days after the one-year anniversary of the Participant’s Termination of Service.

d) All obligations of the Company under this Agreement shall be subject to the rights of the Company to withhold amounts required to be withheld for any taxes, if applicable. The Participant hereby authorizes the Company, or its respective agents, at their discretion, to satisfy any applicable withholding obligations for taxes by withholding shares of Stock otherwise payable pursuant to this Agreement. To the extent not withheld in accordance with the foregoing, the Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the RSUs. Unless the Committee determines otherwise, share withholding for taxes shall not exceed the Participant’s minimum applicable tax withholding amount.

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8. Adjustment Provisions. The RSUs held by the Participant are subject to adjustment by the Committee, including with respect to the number and kind of securities that may be delivered or deliverable in respect of the RSUs upon the occurrence of certain corporate transactions set forth in the Plan in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company, or in response to changes in applicable laws, regulations, or accounting principles.

9. Miscellaneous.

a) No Stockholder Rights. This Agreement shall not confer upon the Participant any voting rights or any rights or privileges as a stockholder of the Company with respect to the shares of Stock subject to the RSUs prior to the date on which the individual fulfills all conditions for receipt of such rights. The Participant will not accrue or receive any Dividend Equivalent Rights with respect to the RSUs.

b) Amendment. Except as permitted by the Plan, this Agreement may not be amended, modified, or terminated or otherwise altered unless evidenced in writing and signed by the Company and the Participant.

c) Assignment and Transferability. The rights and interests of the Participant with respect to the RSUs may not be sold, assigned, transferred, pledged, or otherwise transferred or encumbered except in the event of the Participant’s death, pursuant to a Beneficiary Designation or by will or by the laws of descent and distribution. This Agreement shall bind and inure to the benefit of the successors and assigns of the Company.

d) Governing Law and Exclusive Venue. This validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws principles. Any action brought to enforce this Agreement shall exclusively be brought in a court of competent administered by the State of Delaware that is located in New Castle County, Delaware and Participant irrevocably agrees that any such court in the State of Delaware of competent jurisdiction located in New Castle County, Delaware shall have personal jurisdiction over Participant.

e) Award Subject to Applicable Laws and Company Policies. This Agreement shall be subject to all laws, regulations and orders of any governmental or regulatory authority which may be applicable thereto. The RSUs shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be approved or implemented by the Board from time to time, whether or not approved before or after the Date of Grant. Accordingly, subject to applicable law, the RSUs shall be subject to repayment to the Company as determined in good faith by the Board in the event repayment is required by the terms of the Company’s recoupment, clawback or similar policy as may be in effect from time to time or by applicable federal or state law or regulation or applicable listing standard of any Exchange on which the Stock is then listed.

f) No Service or Other Rights. The grant of the RSUs does not confer upon the Participant any right to continue in Service of the Company, nor does it interfere in any way with the right of the Company to terminate Participant’s Service at any time.

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g) Notice. Any notice to the Company provided for in this instrument shall be in writing and addressed to the Company in care of the Corporate Secretary at the Company’s principal executive office, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered in accordance with the procedures set forth in Section 7.17 of the Plan.

h) Code Section 409A. This award of RSUs is intended to comply with the applicable requirements of Code Section 409A and shall be administered in accordance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if the RSUs constitute “deferred compensation” under Code Section 409A and the RSUs become vested and settled upon the Participant’s Termination of Service, payment with respect to the RSUs shall be delayed for a period of six months after the Participant’s Termination of Service if the Participant is a “specified employee” as defined under Code Section 409A (as determined by the Committee). If payment is delayed, the shares of Stock shall be distributed within 30 days after the date that is the six-month anniversary of the Participant’s Termination of Service. If the Participant dies during the six-month delay, the shares of Stock shall be distributed in accordance with the Participant’s Beneficiary Designation, will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of RSUs may only be made in a manner and upon an event permitted by Code Section 409A, and all payments to be made upon a Termination of Service hereunder may only be made upon a “separation from service” as defined under Code Section 409A. To the extent that any provision of this Agreement would cause a conflict with the requirements of Code Section 409A, or would cause the administration of the RSUs to fail to satisfy the requirements of Code Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Participant, directly or indirectly, designate the calendar year of payment.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the Date of Grant set forth above.

THE BANCORP, INC.
By:
Name:	Paul Frenkiel
Title:	Chief Financial Officer

PARTICIPANT’S ACCEPTANCE

By signing below, the Participant (i) acknowledges receipt of a copy of the Plan and the prospectus, (ii) acknowledges that the Participant has read this Agreement and understands the terms and conditions set forth herein, (iii) accepts the foregoing award of the RSUs, (iv) agrees to be bound by the terms and conditions this Agreement, including the terms and provisions of the Plan, and (v) agrees that all decisions and determinations of the Committee with respect to the RSUs shall be final and binding.

PARTICIPANT

Name:

Title:

[Signature Page to RSU Award Agreement]

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EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 29, 2024, with respect to the consolidated financial statements and internal control over financial reporting of The Bancorp, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

May 30, 2024

Philadelphia, Pennsylvania

EX-FILING FEES

EXHIBIT 107 

Calculation of Filing Fee Table

Form S-8

(Form Type)

The Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Newly Registered Securities
	Security Type	Security Class Title(1)	Fee Calculation or Carry Forward Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Proposed Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial Effective Date	Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Fees to be Paid	Equity	Common Stock, $1.00 par value	Rule 457(c) and Rule 457 (h)	2,370,000	$33.00	$78,210,000	$147.60 per $1,000,000.00	$ 11,543.80	-	-	-	-
Fees Previously Paid	-	-	-	-	-	-	-	-	-	-	-	-
	Carry Forward Securities
Carry Forward Securities	-				-	-	-	-	-	-	-	-
	Total Offering Amounts					$78,210,000		$11,543.80
	Total Fees Previously Paid							-
	Total Fee Offsets							-
	Net Fee Due							$11,543.80

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of the registrant’s common stock, $1.00 par value  (the “Common Stock”) which become issuable under The Bancorp, Inc. 2024 Equity Incentive Plan, as amended, by reason of any stock dividend, stock split, recapitalization, or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.

(2)

Estimated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on May 24, 2024.