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 SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):

July 7, 2025

The Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-51018

409 Silverside Road

Wilmington, DE 19809

(Address of principal executive offices, including zip code)

302-385-5000

(Registrant’s telephone number, including area code)

(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 obligation of the registrant under any of the following provisions:

[_] 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:

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

[_] 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. [_]

Share Repurchase Plan

On July 7, 2025, the Board of Directors (the “Board”) of The Bancorp, Inc. (the “Company”) authorized the increase of the capacity of the Company’s existing share repurchase program for the third and fourth quarters of 2025 to $300 million and $200 million for 2026 (the “Repurchase Plan”). This increase cumulatively represents up to $500 million in share repurchases through year-end 2026.

Repurchases may be made from time to time in the open market, through privately negotiated transactions, or by other means, subject to market conditions and other factors. The Company is not obligated under the Repurchase Plan to acquire any particular amount of common stock of the Company, and the Company may terminate or suspend the Repurchase Plan at any time. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. The Company expects to fund the Repurchase Plan with cash at hand and through the refinancing of $100 million of maturing senior unsecured debt with $200 million of new senior unsecured debt, subject to regulatory approval.

Cautionary Statement Regarding Forward-LookingStatements

This Current Report on Form 8-K may contain“forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section27A of the Securities Act of 1933, as amended. Forward-looking statements provide management’s current expectations of future eventsbased on certain assumptions and include any statement that does not directly relate to any historical or current fact. Sentences containingwords such as “believe,” “intend,” “plan,” “may,” “expect,” “should,”“could,” “anticipate,” “estimate,” “predict,” “project,” or their negatives,or other similar expressions of a future or forward-looking nature generally should be considered forward-looking statements. Forward-lookingstatements in this Current Report, such as the Company’s implementation of the Repurchase Plan and the refinancing of maturing debt,are based on management’s current expectations and assumptions about future events that involve inherent risks and uncertainties.While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business,economic, competitive, regulatory, and other risks and uncertainties, most of which are difficult to predict and many of which are beyondthe Company’s control. The Company undertakes no obligation to review or update any forward-looking statements, whether as a resultof new information, future events or otherwise, unless required by law.

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.