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. )

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Filed by a Party other than the Registrant ☐

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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 all boxes that apply):

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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:

On behalf of the Board of Directors of The Bancorp, Inc., we invite you to attend our 2026 Annual Meeting of Stockholders that will be held on Wednesday, May 27, 2026, at 10:00 a.m. Eastern Time.

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will take place virtually. 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 this Proxy Statement carefully and vote your shares as soon as possible. We have provided information about the items to be voted on at the Annual Meeting, how to vote, and other key matters.

We also encourage you to review our 2025 Annual Report. In 2025, we delivered strong financial performance while enhancing our platform and strengthening and expanding partner relationships. Going forward, our Board of Directors and management remain focused on executing a long-term strategy designed to drive meaningful expansion in revenue and increased profitability through a differentiated, best-in-class fintech ecosystem.

Regardless of the number of shares you own, your vote is important to us. Thank you for joining us as we define the future of banking. We look forward to your continued support and engagement this year.

“ . . . our Board of Directors and

management remain focused on executing a long-term strategy designed to drive meaningful expansion in revenue and increased profitability through a differentiated, best-in-class fintech ecosystem.”

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Notice of annual meeting

of stockholders

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 2026 annual meeting of stockholders (the “Annual Meeting”) of The Bancorp, Inc., a Delaware corporation (the “Company,” “we,” “our,” and “us”), will be held virtually on Wednesday, May 27, 2026 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 26, 2026 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 1, 2026 (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 TITLED “GENERAL INFORMATION ABOUT THE 2026 ANNUAL MEETING.” IF YOU DO NOT PLAN ON VOTING AT THE ANNUAL MEETING, YOU MUST SUBMIT YOUR PROXY NO LATER THAN MAY 26, 2026 BY 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,” “may,” “will,” or “could,” or the negative thereof and similar terms or 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.