Customers Bancorp Inc美股招股说明书(2025-12-17版)

$100,000,0006.875% Fixed-to-Floating Rate Subordinated Notes due 2036___________________________________ We are offering $100,000,000 aggregate principal amount of 6.875% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Notes will mature onJanuary 15, 2036. From and including the date of issuance to, but excluding,January 15, 2031, or the date of earlier redemption, the Notes will bear interest at a fixedannual interest rate of 6.875% per annum, payable semiannually in arrears on January 15and July 15of each year, commencing on July 15, 2026. From and including,January 15, 2031, to, but excluding, January 15, 2036 or the date of earlier redemption, the Notes will bear interest at a floating rate per annum equal to a benchmarkrate (which is expected to be Three-Month Term SOFR (as defined herein)) plus a spread of 342 basis points, payable quarterly in arrears on January 15, April 15, July15, and, October 15 of each year, commencing on April 15, 2031. Notwithstanding the foregoing, in the event that Three-Month Term SOFR is less than zero, thenThree-Month Term SOFR shall be deemed to be zero. We may, at our option, redeem the Notes (i) in whole or in part beginning with the interest payment date of January 15, 2031, and on any interest payment datethereafter or (ii) in whole but not in part upon the occurrence of a “Tax Event,” a “Tier 2 Capital Event” or Customers Bancorp, Inc. becoming required to register as aninvestment company pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”). The redemption price for any redemption is 100% of the principalamount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any early redemption of the Notes will besubject to the receipt of the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to the extent then required under applicable lawsor regulations, including capital regulations. The Notes will rank junior to all of our existing and future senior indebtedness. In addition, the Notes will be effectively subordinated to all of our secured indebtednessto the extent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all of the existing and future liabilities and obligationsof our subsidiaries, including the deposit liabilities and claims of other creditors of our bank subsidiary, Customers Bank. As a result, the Notes will be subordinate inright of payment to Customers Bank’s outstanding 6.125% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2029 Subordinated Notes”). The Notes will beobligations of Customers Bancorp, Inc. only and will not be obligations of, and will not be guaranteed by, any of our subsidiaries, including Customers Bank. Because we are a holding company, our cash flows and consequent ability to service our obligations, including the Notes and our other debt securities, are dependent ondistributions and other payments to us by our subsidiaries, and funds raised from borrowings or in the capital markets. Accordingly, our right to receive any assets of oursubsidiaries upon their liquidation or reorganization, and the consequent right of the holders of the Notes to participate in those assets, will be effectively subordinated tothe claims of creditors and any preferred equity holders of our subsidiaries. The Notes will not be convertible or exchangeable, subject to repayment at the option of theholder prior to maturity or entitled to any sinking fund. The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes. Total__________ (1)Plus accrued interest, if any, from December 22, 2025 to the date of delivery.(2)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See“Underwriting (Conflicts of Interest)”in thisprospectus supplement. The underwriters expect to deliver the Notes in book-entry only form on or about December 22, 2025. Investing in the Notes involves significant risk. You should carefully read and consider the information referred to under “Risk Factors” beginning on pageS-6, of this prospectus supplement, as well as those risk factors contained in our most recent Annual Report on Form 10-K and our subsequent QuarterlyReports on Form 10-Q and other information we file from time to time with the Securities and Exchange Commission, which we refer to as the SEC, whichare incorporated by reference in this prospectus supplement and the accompanying prospectus. The Notes are not a savings accounts, deposits or other obligation of, or guaranteed by, our bank or non-bank subsidiaries and are not insured or guaranteedby the Federal Deposit Insurance Corporation, which we refer to as the FDIC, or any other government agency or public or private insurer. None of the SEC, any state securities commission, the Board of Governors of the Federal Reserve System,