UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

(Amendment No. 3)

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 26, 2024 

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. [ ]

Item 8.01. Other Events

The Bancorp, Inc. (the “Company”) is providing an update on the pending disposition of a certain real estate bridge lending asset. As previously disclosed, the majority of the Company’s “Other Real Estate Owned” property is comprised of an apartment complex. The underlying loan balance for this property is $42.9 million as of May 15, 2025, and the property is under an agreement of sale.

On May 23, 2025, the agreement of sale was amended (the “Amendment”). Among other things, the Amendment: (1) extended the closing date to May 30, 2025, with options for an additional 30-day extension and 60-day extension in exchange for additional consideration of $1.0 million per extension; and (2) increased the purchaser’s anticipated additional investments in the property by $500,000, such that the total additional investments by the applicable closing date would not exceed $2.4 million.

On May 30, 2025, the purchaser failed to consummate the closing or secure a closing extension pursuant to the terms of the Amendment. Absent satisfactory cure by the purchaser, the agreement of sale will terminate. In the event of termination, the Company would retain all earnest money deposits received to date, totaling $3.0 million, as well as any additional property investments made by the purchaser through the termination date.

 Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K/A 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 are based on management’s current expectations and assumptions about future events that involve inherent risks and uncertainties and may concern, among other things, the Company’s expectations related to the purchaser’s ability to cure and/or extend the agreement of sale or the termination of the agreement. 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.

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.