{"url_path":"/sec/cubb/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1488813/0001488813-26-000068-index.html","accession_number":"0001488813-26-000068","cik":"0001488813","ticker":"CUBI","issuer_name":"Customers Bancorp, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1488813/0001488813-26-000068-index.html","primary_entity_key":"0001488813","primary_entity_name":"Customers Bancorp, Inc."},"word_count":518,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds\n\nOn February 11, 2026, the Board of Directors of Customers Bancorp authorized a new common stock repurchase program, the 2026 Share Repurchase Program, to repurchase up to $100.0 million of the Company’s common stock. The term of the 2026 Share Repurchase Program will extend for one year from February 12, 2026, unless earlier terminated. Purchases of shares under the 2026 Share Repurchase Program may be executed through open market purchases, privately negotiated transactions, through the use of Rule 10b5-1 plans, or otherwise. The exact number of shares, timing for such purchases, and the price and terms at and on which such purchases are to be made will be at the discretion of the Company and will comply with all applicable regulatory limitations. The shares of the Company’s common stock repurchased during the three months ended March 31, 2026 pursuant to the 2026 Share Repurchase Program were as follows:\n\nPeriodTotal number of shares purchased\nAverage price paid per share (1)\nTotal number of shares purchased as part of publicly announced plans or programs\nApproximate dollar value of shares that may yet be purchased under the plans or programs (1)\n\nJanuary 1 - January 31, 2026\n— $— — $— \n\nFebruary 1 - February 28, 2026\n96,783 69.45 96,783 93,278,128 \n\nMarch 1 - March 31, 2026\n524,885 67.78 524,885 57,700,437 \n\nTotal621,668 $68.04 621,668 $57,700,437 \n\n(1)    Average price paid per share excludes commissions and excise tax, which will reduce the approximate dollar value of shares that may yet be purchased under the 2026 Share Repurchase Program.\n\nDividends on Common Stock\n\nCustomers Bancorp historically has not paid any cash dividends on its shares of common stock and does not expect to do so in the foreseeable future.\n\nAny future determination relating to our dividend policy will be made at the discretion of Customers Bancorp’s Board of Directors and will depend on a number of factors, including earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, ability to service any equity or debt obligations senior to our common stock and other factors deemed relevant by the Board of Directors.\n\nIn addition, as a bank holding company, Customers Bancorp is subject to general regulatory restrictions on the payment of cash dividends. Federal bank regulatory agencies have the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business, which, depending on the financial condition and liquidity of the holding company at the time, could include the payment of dividends. Further, various federal and state statutory provisions limit the amount of dividends that bank subsidiaries can pay to their parent holding company without regulatory approval. Generally, subsidiaries are prohibited from paying dividends when doing so would cause them to fall below the regulatory minimum capital levels, and limits exist on paying dividends in excess of net income for specified periods. The ability to pay dividends and the amounts that can be paid is limited to the extent the Bank’s capital ratios do not exceed the minimum required levels plus 250 basis points.\n\n78"}