cubi-20250528

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 28, 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 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. ☐

Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Customers Bancorp, Inc. (the “Company”) with the Securities and Exchange Commission on June 2, 2025 (the “Initial Filing”). Item 5.02 of the Initial Filing reported, among other things: (i) that Mark McCollom has been appointed Executive Vice President, Chief Financial Officer of Customers Bank, the Company’s wholly owned subsidiary, effective June 2, 2025, (ii) that Mr. McCollom will assume the role of Executive Vice President, Chief Financial Officer of the Company effective on or around August 15, 2025; (iii) the material terms of the employment agreement (the “Employment Agreement”) that the Company and Mr. McCollom had agreed to enter into in connection with Mr. McCollom’s appointment; and (iv) that the Company would file an amendment to the Initial Filing to report the execution of the Employment Agreement within four business days of entering into the Employment Agreement. This Current Report on Form 8-K/A is being filed to supplement the Company’s disclosure under Item 5.02 of the Initial Filing to disclose the entry into the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K/A. Except as set forth herein, this Current Report on Form 8-K/A does not amend, modify or update the disclosure contained in the Initial Filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2025, the Company and Mr. McCollom entered into the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.

The summary description of the Employment Agreement included in the Initial Filing is qualified in its entirety by reference to the Employment Agreement (attached as Exhibit 10.1 hereto).

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit						Description
Exhibit 10.1						Employment Agreement, dated as of June 10, 2025, by and between Customers Bancorp, Inc. and Mark McCollom.

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 B. Sachs
			Name: Andrew B. Sachs
			Title: Executive Vice President - General Counsel and Corporate Secretary

Date: June 11, 2025

EXHIBIT INDEX


Exhibit						Description
Exhibit 10.1						Employment Agreement, dated as of June 10, 2025, by and between Customers Bancorp, Inc. and Mark McCollom.

EMPLOYMENT AGREEMENT THIS AGREEMENT, entered into on June 10, 2025 and effective as of June 2, 2025 ("Effective Date"), is by and between CUSTOMERS BANCORP, INC., a Pennsylvania corporation, with its main office located at 40 General Warren Boulevard, Suite 200, Malvern PA 19355 (collectively with any of its subsidiaries and affiliates, the "Company") and Mark McCollom ("Executive"). 1. Background A. The Company wishes to secure the services of Executive as the Executive Vice President and Chief Financial Officer of Customers Bank. Effective on or around August 15, 2025 and subject to approval by the Board of Directors, Executive's title will change to Executive Vice President and Chief Financial Officer of Customers Bancorp, Inc. and Chief Financial Officer of Customers Bank. B. Subject to the terms and conditions hereinafter, Executive is willing to enter into this Employment Agreement (this "Agreement") upon the terms and conditions set forth. C. This Agreement is subject to the approval by the Company's Board of Directors. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties agree as follows: 2. Employment. Company agrees to employ Executive as Executive Vice President and Chief Financial Officer of Customers Bank during the "Term" defined in Section 3 of this Agreement. Effective on or around August 15, 2025 and subject to approval by the Company's Board of Directors, Executive's title will change to Executive Vice President and Chief Financial Officer of Customers Bancorp, Inc. and Chief Financial Officer of Customers Bank. Executive shall report to and be subject to the direction of the Chairman and Chief Executive Officer of Customers Bancorp, Inc., or his successor as Chief Executive Officer. Executive shall have the powers and authority ordinarily given to the position described above as provided under the Bylaws of the Company. Executive will have such duties as normally apply to such position(s). Executive shall devote all of his working time, abilities and attention to the business of the Company, and will fulfill all of the duties required of him. The services of Executive shall be rendered principally in West Reading, PA. Executive acknowledges and agrees that the nature of his role requires regular presence at the Company's New York City location(s), and shall allocate time in New York City as necessary to fulfill Executive's duties, attend meetings, and collaborate with key stakeholders. Executive may work remotely as mutually agreed upon with Company, and shall undertake travel on behalf of Company as may be reasonably required. 3. Term of Employment. Subject to the terms and conditions of this Agreement, the initial term of employment hereunder shall be for the two (2)-year period commencing on the Effective Date and ending on the day preceding the two (2)-year anniversary of the Effective Date. Thereafter, the term of employment shall continue unless and until either party delivers at least sixty ( 60) days' notice of cancellation to the other party. Such notice shall be delivered in a manner consistent with the requirements of Section 14. References in this Agreement to the "Term" shall refer both to such initial term and any extension thereof.