8-K

Bancorp, Inc. (TBBK)

8-K 2025-11-03 For: 2025-11-03
View Original
Added on April 04, 2026

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):

November 3, 2025

The Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-51018

Delaware 23-3016517
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)

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:


Title of each class Trading<br><br> <br>Symbol(s) Name of each exchange on which registered
Common Stock, par value $1.00 per share TBBK Nasdaq Global Select

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. [_]

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

Appointment of Chief Financial Officer

On November 3, 2025, The Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, The Bancorp Bank, National Association (the “Bank”), announced that the Board of Directors (the “Board”) of the Company and the Bank appointed Dominic C. Canuso, age 50, to serve as Executive Vice President, Chief Financial Officer, effective November 3, 2025. Mr. Canuso has over 25 years of experience in banking and financial services. Mr. Canuso most recently served as Executive Vice President, Chief Financial Officer of Capital Bank since July 2024. Prior to joining Capital Bank, he served as Executive Vice President, Chief Financial Officer of WSFS Bank (“WSFS”) from June 2016 to August 2023, as well as the executive leader of WSFS’s Cash Connect division from January 2019 through August 2023. Mr. Canuso has also served in leadership roles at other companies, including Barclays Bank Delaware and Advanta Bank Corporation. In addition, Mr. Canuso serves on Nasdaq’s Listing and Hearing Review Council, a position he has held since April 2022. He is a Chartered Financial Analyst and holds an Executive MBA and B.S. in Business Administration from Villanova University.

In connection with his appointment as Chief Financial Officer, Mr. Canuso executed an offer letter, pursuant to which Mr. Canuso will be eligible to receive: (i) an annual base salary of $500,000; and (ii) a cash incentive target of $250,000 and an equity incentive target of $600,000 for 2025 performance, to be paid in 2026. The foregoing summary of the offer letter with Mr. Canuso does not purport to be complete and is qualified in its entirety by reference to the offer letter, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the Company and Mr. Canuso.

Effective November 3, 2025, Martin Egan stepped down from his role as Interim Chief Financial Officer but will continue to serve as the Company’s Chief Accounting Officer. On November 3, 2025, the Company issued a press release announcing the appointment of Mr. Canuso, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


(d) Exhibits

10.1 Offer Letter, dated October 3, 2025, between the Bank and Dominic Canuso

99.1 Press Release dated November 3, 2025

104 Cover Page Interactive Data File (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: November 3, 2025 THE BANCORP, INC.
By: /s/ Erika Caesar
Name: Erika Caesar
Title: EVP, General Counsel and Corporate Secretary

Exhibit 10.1

409 Silverside Road<br><br> <br>Suite 105<br><br> <br>Wilmington, DE 19809<br><br> <br>Phone: +1 302-385-5000<br><br> <br>Fax: +1 302-385-5117

Friday, October 3, 2025

Dominic Canuso

xxxxxxxxxxxxxxxx

xxxxxxxxxxxxxx

Dominic,

The Bancorp Bank, N.A. is pleased to extend to you an offer of employment. We would like to have you join our Finance division as the Executive Vice President, Chief Financial Officer beginning Monday, November 3, 2025, at our office location: 409 Silverside Road, Suite 105, Wilmington, DE 19809. You will be reporting to Damian Kozlowski, Chief Executive Officer.

The offer we extend to you is:

Compensation:<br>$500,000 / Annually (Exempt)
Target<br>Bonus:<br>Subject to the bank's<br>discretion, $850,000 to be paid in<br>2026 at Bonus Time through Cash ($250,000)<br>and Stock ($600,000)<br>for work performed<br>in 2025.
--- ---

In addition to the above, The Bancorp Bank, N.A. offers a comprehensive suite of benefits to promote health and financial security for our employees and their families. Please reference our Benefits Overview Guide for more details. Eligibility for these benefits begins the first of the month following your start date.

As a full-time employee you are also eligible to participate in our Flexible Spending Account as well as some additional voluntary benefits. We also encourage all employees to participate in our Wellness program with Wellworks. Participation may make you eligible for future discounts on your healthcare contributions.

Please note:

Our Paid Time-off (PTO) policy<br>is twenty-eight<br>(28) days per year prorated from<br>your hire date.
PTO time includes<br>sick time, personal time<br>and vacation time.
--- ---

This offer is contingent upon our checking your credit, criminal, education, employment, OFAC, and social media background history, and our receipt of the requisite approvals from our Board of Directors ("Board"). In the event we do not receive a favorable background check screening or the necessary Board approvals, this offer of employment will be void.

Employment with The Bancorp Bank, N.A. is voluntary and at will. This means you may terminate your employment at any time without cause or advance notice. Likewise, The Bancorp Bank, N.A. may terminate your employment at any time with or without cause or advance notice.

The Bancorp Bank, N.A. extends this offer with the understanding that you have not signed any agreement with any prior or existing employer which includes restrictions on your ability to compete; to contact customers, clients or employees; or to use and or/disclose business, client or customer information. If there are such agreements, please provide The Bancorp Bank, N.A. with a copy of the agreement so we can consider whether and to what extent the agreement may preclude and/or restrict your employment with our organization.

I hope you will find working at The Bancorp Bank, N.A. a rewarding and educational experience. We are looking forward to your bringing your expertise to our organization. There are many opportunities within the company for growth and advancement.

If you have any questions or concerns, please feel free to contact me via e-mail at jterry@thebancorp.com or by telephone at (302) 385-5394.

Regards,

/s/ Jennifer F. Terry

Jennifer F. Terry

Executive Vice President, Chief Human Resources Officer

I agree to and accept the foregoing terms of employment offer.

/s/ Dominic Canuso

Employee Acceptance Signature (Please sign one copy and return to Human Resources)

Exhibit 99.1

THE BANCORP APPOINTS DOMINIC CANUSO ASCHIEF FINANCIAL OFFICER

WILMINGTON, Delaware, November 3, 2025 – The Bancorp, Inc. (NASDAQ: TBBK), today announced the appointment of Dominic C. Canuso as Chief Financial Officer. In this role, Canuso will oversee the company’s financial strategy and operations, guiding The Bancorp’s continued growth and execution of its long-term strategic initiatives.

“Dominic brings a strong record of financial leadership and strategic vision to The Bancorp,” said Damian Kozlowski, Chief Executive Officer, The Bancorp. “His experience leading complex organizations through periods of transformation and expansion aligns with our continued focus on growth, innovation, and operational excellence. We are thrilled to welcome Dominic to our executive leadership team.”

Canuso joins The Bancorp with over 25 years of experience in financial services, including expertise in corporate strategy, financial planning, and operational leadership. Most recently, he served as Chief Financial Officer at Capital Bank, where he led corporate finance and strategic growth initiatives. Prior to Capital Bank, Canuso spent seven years as Chief Financial Officer at WSFS Bank. His earlier experience also includes leadership roles at Barclays Bank Delaware and Advanta Bank Corporation.

“I’m honored to join The Bancorp at such an exciting time in its growth journey,” said Canuso. “The company’s reputation for innovation, partnership, and financial strength provides a strong foundation for continued success. I look forward to working with the leadership team to build on that momentum and deliver long-term value for our clients, partners, and shareholders.”

Canuso earned both his Executive MBA and B.S. in Business Administration from Villanova University and is a Chartered Financial Analyst. He also serves on the Nasdaq Listing and Hearing Review Council and is actively involved with Ronald McDonald House Charities of Delaware, where he serves as Board Chair Elect.

To learn more about The Bancorp and its leadership team, please visit https://www.thebancorp.com.


About The Bancorp

The Bancorp, Inc. (NASDAQ: TBBK), through its subsidiary, The Bancorp Bank, N.A., provides non-bank financial companies with the people, processes, and technology to meet their unique banking needs. With over 20 years of experience, The Bancorp delivers partner-focused solutions paired with cutting-edge technology for companies that range from entrepreneurial startups to Fortune 500 companies. Through its Fintech Solutions, Institutional Banking, Commercial Lending, and Real Estate Bridge Lending businesses, The Bancorp is the third-largest bank by asset size in South Dakota, earning recognition as the #1 issuer of prepaid cards in the U.S., a nationwide provider of bridge financing for real estate capital improvement plans, an SBA National

Preferred Lender, a leading provider of securities-backed lines of credit, and one of the few bank-owned commercial vehicle leasing groups in the country. With a company-wide commitment to excellence, The Bancorp is recognized as the top-ranked publicly traded bank with assets between $5B-$50B by Bank Director Magazine, a Readers’ Choice Top 50 Employer by Equal Opportunity Magazine and was selected to be included in the S&P Small Cap 600. For more about The Bancorp, visit https://thebancorp.com/.

Forward-Looking Statements

Statements in this press release that are not historical facts are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements provide management’s current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Sentences containing words 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, such as statements regarding the Company’s long-term growth and strategic initiatives. 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 beyond the Company’s control. The Company undertakes no obligation to review or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

Media Relations

Rachel Brick

Director of Strategic Communications

(302) 385-5410

rbrick@thebancorp.com

Investor Relations

Andres Viroslav, Director of Investor Relations

The Bancorp

(215) 861-7990

aviroslav@thebancorp.com

Source: The Bancorp, Inc.