Bancorp Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION​

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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The Bancorp, Inc.

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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A MESSAGE FROM OUR

BOARD CHAIR & OUR CEO

DEAR FELLOW

STOCKHOLDERS:

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On behalf of the Board of Directors of The Bancorp, Inc., we invite you to attend our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) that will be held Wednesday, May 29, 2024, at 10:00 a.m., Eastern Time.

The meeting will take place at our corporate headquarters in Wilmington, Delaware. Details regarding the business to be conducted at the Annual Meeting are described in this Proxy Statement.

Whether or not you plan to attend the Annual Meeting, please read the information contained in this Proxy Statement and vote your shares as soon as possible. We have provided information about voting and other matters related to the Annual Meeting in this Proxy Statement. Regardless of the number of shares you own, your vote is very important.

The Bancorp had an amazing year in 2023. We rode the waves of market turmoil and interest rate hikes and demonstrated the superiority of our rigorous commitment to our business partners, safety and soundness, and stockholder advocacy. The strength of our business model and our comprehensive and integrated risk management showed that sound fundamental banking can reduce event risk and create opportunities for exemplar performance, even in times of economic dislocations.

We are not resting on our proverbial laurels. Our Board and management are absolutely committed to maintaining our status as one of the lower risk, highest return, and most unique and advantaged banks in the entire financial system.

Thank you for joining us as we endeavor to continue to develop financial solutions that empower both consumers and businesses by generating greater financial system access and efficiency. We appreciate your continued confidence and support in the coming year.

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“OUR BOARD AND MANAGEMENT ARE ABSOLUTELY

COMMITTED TO MAINTAINING OUR STATUS AS ONE OF THE LOWER RISK, HIGHEST RETURN, AND MOST UNIQUE AND ADVANTAGED BANKS IN THE ENTIRE FINANCIAL SYSTEM.”

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NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

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The Bancorp, Inc.

409 Silverside Road, Suite 105

Wilmington, DE 19809

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To the Stockholders of THE BANCORP, INC.:

Notice is hereby given that the 2024 annual meeting of stockholders (the “Annual Meeting”) of The Bancorp, Inc., a Delaware corporation (the “Company,” “we,” “our,” and “us”), will be held in person at 409 Silverside Road, Suite 105, Wilmington, Delaware 19809 on Wednesday, May 29, 2024 at 10:00 a.m. Eastern Time, for the following purposes:

In addition, the Company may also transact such other business as may properly be brought before the Annual Meeting and any adjournment, recess, postponement, continuation, or rescheduling thereof. As of the date of this Proxy Statement, we are not aware of any business to be presented for consideration other than the matters described in this Proxy Statement. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder, for any purpose germane to the Annual Meeting, for a period of 10 days ending on May 28, 2024 on a reasonably accessible electronic network or during ordinary business hours at the offices of the Company at 409 Silverside Road, Suite 105, Wilmington, Delaware 19809.

Only stockholders who held our common stock, par value $1.00 per share (the “Common Stock”), at the close of business on April 2, 2024 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. ACCORDINGLY, AFTER CAREFULLY REVIEWING THE ACCOMPANYING PROXY MATERIALS, PLEASE FOLLOW THE INSTRUCTIONS ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AND PROMPTLY SUBMIT YOUR PROXY VIA THE INTERNET OR BY MAILING YOUR PROXY CARD USING THE POSTAGE-PAID ENVELOPE PROVIDED (IF YOU RECEIVED A PRINTED COPY OF THE PROXY MATERIALS). YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE THE ANNUAL MEETING AND YOUR PROXY WILL NOT BE USED IF YOU ATTEND AND VOTE AT THE ANNUAL MEETING. FOR MORE INFORMATION ABOUT VOTING YOUR SHARES, PLEASE REFER TO THE SECTION ENTITLED “GENERAL INFORMATION ABOUT THE 2024 ANNUAL MEETING.” IF YOU DO NOT PLAN ON VOTING IN PERSON AT THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY PRIOR TO MAY 28, 2024 AT 11:59 P.M. EASTERN TIME.

Special Note Regarding Forward-Looking Statements

The Company cautions that any forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in this Proxy Statement or made by the Company, our management, or our spokespeople involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. Actual results may differ from those set forth in the forward-looking statements due to a variety of risk factors, including those contained in the Annual Report and the Company’s other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. The Company does not undertake, and specifically disclaims, any obligation to update any “forward-looking statements” to reflect occurrences or unanticipated events or circumstances after the date of such statements, except as may be required by applicable law.

Incorporation by Reference and Website Information

Neither the Compensation Committee Report nor the Audit Committee Report included herein shall be deemed soliciting material or filed with the SEC, and neither those reports nor the Annual Report shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act or the Exchange Act except to the extent that we specifically incorporate such information by reference.

In addition, this Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of or incorporated by reference into this Proxy Statement.