Customers Bancorp, Inc. 8-K

What Happened

• Customers Bancorp, Inc. announced on December 22, 2025 that it entered into a Second Supplemental Indenture with Wilmington Trust, N.A. and issued $100,000,000 aggregate principal of 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Notes are subordinated obligations of Customers Bancorp, Inc. only and are not obligations or guaranteed by any subsidiaries, including Customers Bank. Stradley Ronon Stevens & Young, LLP delivered a legal opinion on the issuance (filed as Exhibit 5.1).

Key Details

• Principal amount: $100,000,000 of subordinated notes due January 15, 2036.
• Interest: 6.875% per annum (fixed) from issuance through, but excluding, January 15, 2031, payable semi‑annually beginning July 15, 2026; then floating from Jan 15, 2031 to Jan 15, 2036 at Benchmark (expected Three‑Month Term SOFR) + 342 basis points, payable quarterly (Benchmark floored at 0%).
• Redemption: Company may redeem beginning January 15, 2031 at 100% of principal plus accrued interest on any interest payment date; notes are not redeemable at holder option before maturity.
• Subordination and structure: Notes rank junior to all senior indebtedness, are effectively subordinated to secured debt to the extent of collateral value, and are structurally subordinated to liabilities of the Company’s subsidiaries (including depositors and the Company’s existing 2029 Subordinated Notes). The Indenture includes covenants limiting certain actions by “material subsidiaries” (defined in the Indenture).

Why It Matters

• This transaction increases Customers Bancorp’s long‑term indebtedness by $100M and establishes a fixed interest cost through 2031, then a floating rate thereafter. Because the Notes are subordinated and not guaranteed by subsidiaries, holders would rank behind senior creditors and many subsidiary creditors in a liquidation. Investors should note the timing of the issuer’s call option (starting 2031), the switch to a SOFR‑based floating rate plus 342 bps thereafter, and the structural/subordination implications for recovery priority.