Form 8-K

8-K — Bancorp, Inc.

Accession: 0002039852-26-000121

Filed: 2026-09-04

Period: 2026-09-01

CIK: 0001295401

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Cost Associated with Exit or Disposal Activities

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tbbk8k.htm (Primary)

EX-99.1 — THE BANCORP ADVANCES APEX 2030 (ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 1, 2026

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

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 2.05. Costs Associated with Exit or Disposal Activities.

On September 1, 2026, The Bancorp Bank, N.A. (the “Bank”),

a wholly owned subsidiary of The Bancorp, Inc. (the “Company”), implemented an organizational restructuring to further align

its resources and business with the Company’s strategic priorities (the “Restructuring”). As part of the Restructuring,

the Bank intends to discontinue the origination of retail and wholesale Small Business Lending (“SBL”) loans by the end of

2026, and focus on managing its existing SBL loan portfolio. In connection with these changes to the SBL business and broader business

needs across other departments, the Bank is also implementing staffing reductions. The Restructuring will eliminate 64 currently filled

positions across the organization, representing approximately 9% of the Bank’s workforce.

The Company currently estimates that it will incur approximately $5.6

million in charges in connection with the Restructuring, consisting primarily of cash expenditures for severance payments, employee benefits,

outplacement services, retention payments, and other related costs. The Company expects to recognize $4.5 million of these charges in

the third quarter of 2026 and to substantially complete the Restructuring by the end of the fourth quarter of 2026. The Restructuring,

together with 16 additional positions unrelated to the Restructuring that, since June 2026, have been, or are expected to be, vacated

and not backfilled, is expected to generate approximately $14 million in annualized run-rate savings. Combined with the Bank’s previously

disclosed efforts to reorganize the Institutional Banking business in the fourth quarter of 2025, the Company expects it will generate

over $20 million in annualized run-rate savings.

The Company may incur additional expenses not currently contemplated

as a result of events associated with the Restructuring.

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Restructuring, Jeff

Nager, the Bank’s Head of Commercial Lending, is expected to depart the Bank on October 1, 2026. The Company thanks Mr. Nager for

his years of service.

Pursuant to the terms of restricted stock

unit awards granted under the Company’s 2020 Equity Incentive Plan and 2024 Equity Incentive Plan, Mr. Nager’s 38,583 unvested

restricted stock units in the Company will expire and be forfeited upon his departure. Under the Restructuring, Mr. Nager may be eligible

to receive severance in connection with his departure. As of the date of this Current Report on Form 8-K, the Company and Mr. Nager have

not yet finalized the terms of Mr. Nager’s severance arrangement in connection with his expected departure from the Bank.

Item 7.01. Regulation FD Disclosure.

On September 4, 2026, the Company issued

a press release announcing the Restructuring. A copy of this press release is furnished with this report as Exhibit 99.1.

The information included in this Item

7.01, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item

7.01, including the exhibit hereto, shall not be incorporated by reference into any registration statement or other document pursuant

to the Securities Act of 1933, as amended, except as otherwise stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Statement Regarding Forward-Looking

Statements

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 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. Forward-looking

statements in this Current Report, such as statements relating to the amount of charges and savings from the Restructuring, including

the anticipated annualized run-rate savings, and the timing of employee departures and completion of the Restructuring, 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 beyond the Company’s control. Actual

results may differ materially from such expectations and estimates. 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.

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: September 4, 2026

THE BANCORP, INC.

By:

/s/

Dominic C. Canuso

Name:

Dominic C. Canuso

Title:

EVP, Chief Financial Officer

EX-99.1 — THE BANCORP ADVANCES APEX 2030

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

The Bancorp Advances Apex 2030

Through Continued Organizational Alignment

WILMINGTON, Delaware, September 4, 2026 – The Bancorp Bank, N.A., a wholly

owned subsidiary of The Bancorp, Inc. (NASDAQ: TBBK), today announced the next phase of its ongoing efforts to align its business priorities,

operating model, and resources with Apex 2030, its long-term strategic plan.

The Bancorp is restructuring its Small Business Lending business line (“SBL”)

and intends to discontinue retail and wholesale new originations by the end of 2026, while continuing to responsibly manage and serve

existing SBL customers and the loan portfolio. In addition, staffing adjustments were made across several other areas of the organization

as it continues to refine workflows, expand automation and artificial intelligence, optimize costs and allocate capital with discipline

and invest in its highest-value strategic priorities.

In connection with these changes, the restructuring will eliminate 64 currently

filled positions across the organization, or 9% of the enterprise-wide workforce, and the Company currently estimates that it will incur

approximately $5.6 million in charges in connection with the restructuring, consisting primarily of cash expenditures for severance payments,

employee benefits, outplacement services, retention payments, and other related costs. The Company expects to recognize $4.5 million of

these charges in the third quarter. Separate from the 64 positions eliminated in the restructuring, 16 additional positions have been,

or are expected to be, vacated and not backfilled. The discontinuance of these 80 positions is expected to generate approximately $14

million in annualized run-rate savings. Combined with the efforts to reorganize the Institutional Banking business in the fourth quarter

of 2025, the Company expects it will generate over $20 million in annualized run-rate savings.

“We have a clear strategic map of where The Bancorp is headed and are

making these changes consistent with our fintech pipeline and growth expectations,” said Damian Kozlowski, Chief Executive Officer

for The Bancorp. “Advancing Apex 2030 requires us to align our people, capital and technology with the opportunities that offer

the greatest potential to create durable value. By simplifying how we operate and building a more focused, technology-enabled organization,

we can move faster, serve our partners more effectively and sustain strong performance over the long term. We recognize that these changes

affect valued colleagues, and we are grateful for their contributions to The Bancorp.”

About The Bancorp

The Bancorp, Inc. (NASDAQ: TBBK), through its subsidiary, The Bancorp Bank,

N.A., is defining the future of banking. As one of the first banks to embrace fintech, The Bancorp has been a driving force behind the

industry’s evolution, serving as an essential financial enabler of fintech innovation for more than 25 years. Led by its Fintech

Solutions business, the company delivers a dynamic portfolio of payment and lending solutions that empowers its clients to turn bold ideas

into real-world success.

Ranked by the Nilson Report as the No. 1 issuer of prepaid cards in the U.S.

and among the top 10 commercial card issuers, The Bancorp also provides credit solutions through its Institutional Banking, Fleet Management

Services, and Real Estate Bridge Lending businesses. Across every line of business, The Bancorp fosters prosperity through the perpetual

transformation of banking and aims to drive growth for its clients, investors, employees, and the communities it serves.

For more information, visit 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. Forward-looking statements in this press release, such as statements relating to the

amount of charges and savings from the restructuring, including the anticipated annualized run-rate savings, and the timing of employee

departures and completion of the restructuring, 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 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

Dominic C. Canuso, EVP, Chief Financial Officer

The Bancorp

(302) 385-5220

dcanuso@thebancorp.com

Source: The Bancorp, Inc.

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