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Customers Bancorp, Inc.

For the period ended Apr 14, 2026. Filed Apr 14, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 14, 2026 · Filed Apr 14, 2026

CUBI$84.73+0.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

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

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Materials Pursuant to sec. 240.14a-12

Customers Bancorp, Inc.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box)

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

701 Reading Avenue

West Reading, Pennsylvania 19611

(610) 933-2000

April 15, 2026

Dear Fellow Shareholders:

The Board of Directors of Customers Bancorp, Inc. (“Board”) invites you to attend the 2026 Annual Meeting of Shareholders (“Annual Meeting”) of Customers Bancorp, Inc. (“Customers Bancorp”, “Customers”, “Company”, “we”, “us” or “our”) to be held virtually on Tuesday, May 26, 2026, beginning at 10:00 a.m., Eastern Time.

The Board remains committed to its objectives of strong oversight, risk management and the creation of long-term shareholder value through a calculated growth strategy, technological innovation, increased emphasis on succession planning and talent acquisition, and a commitment to strong corporate governance and business ethics. To bolster the Company’s management capabilities and to achieve sustainable growth, we continue to support our top management in identifying, recruiting and appointing an experienced and talented management team with a commitment to executing our vision for 2026 and beyond.

As the Board, we remain fully committed to help the Company, our customers and team members meet the continuing challenges posed by inflation and economic uncertainty. We are focused on continual improvement of the Company’s balance sheet, asset and deposit quality and overall liquidity, and risk and compliance programs. These efforts, combined with our focus on maintaining superior credit quality and loan portfolio diversification, leave us well positioned to deliver for our customers and our shareholders.

The entire Board, including the Nominating and Corporate Governance Committee (“N&CG Committee”) and the Leadership Development and Compensation Committee (“LD&CC”), are committed to active engagement with our shareholders. We welcome and value our investors’ input and encourage you to share your thoughts with us, including with respect to our executive compensation practices and corporate governance matters. You can send written correspondence addressed to Customers Bancorp, Inc. Board of Directors, c/o Corporate Secretary, 701 Reading Avenue, West Reading, PA 19611.

We thank you for your continued investment in and support of Customers Bancorp, Inc., and we look forward to continuing dialogue with you in 2026 and beyond.

Sincerely,
The Board of Directors of Customers Bancorp, Inc.
Jay S. Sidhu - Executive ChairmanDaniel K. Rothermel - Lead Director
Andrea R. AllonRobert N. Mackay
Bernard B. BanksSamvir S. Sidhu - President and Chief Executive Officer
Robert J. BufordDalton T. Sirmans
M. Michael GillT. Lawrence Way
Robert M. KrasneSteven J. Zuckerman
Susan D. Looney

701 Reading Avenue

West Reading, Pennsylvania 19611

(610) 933-2000

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

DATE & TIMELOCATION
10:00 a.m. Eastern Timewww.meetnow.global/MK99JGA

ITEMS OF BUSINESS

Electing three Class III Directors of the Company to serve a three-year term

A proposal ratifying the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026

A proposal approving, on an advisory basis, our named executive officer compensation (“Say on Pay”)

A proposal approving an amendment to the Company’s 2019 Stock Incentive Plan

Any other business that may properly come before our Annual Meeting

Similar to last year, we will hold a virtual Annual Meeting, which will allow our shareholders to attend the Annual Meeting through a live webcast and participate in substantially the same manner as if you were attending the meeting in person, including the ability to submit questions and vote your shares electronically. Shareholders wishing to attend the Annual Meeting should visitwww.meetnow.global/MK99JGA. The Proxy Statement contains additional information regarding registering for and attending the Annual Meeting. The webcast will begin promptly at 10:00 a.m., Eastern Time, and online access will be available beginning at 9:45 a.m. We encourage you to access the webcast prior to the start time.

Record Date. Customers Bancorp, Inc. shareholders as of the close of business on April 1, 2026 (the “Record Date”) will be entitled to vote at our Annual Meeting and any adjournments or postponements of the meeting. As of the Record Date, there were approximately 33,680,944 shares of the Company’s Voting Common Stock outstanding.

Your Vote Is Very Important. Please vote your shares promptly to ensure the presence of a quorum during the 2026 Annual Meeting. You may vote your shares via the Internet or by telephone. If you requested a paper copy of the proxy materials and received a paper copy of the Proxy Card, you may vote by mail. For specific voting instructions, please refer to the information provided in the following Proxy Statement. Submitting your proxy by one of these methods will ensure your representation at the Annual Meeting regardless of whether you attend the meeting through the webcast.

By Order of the Board of Directors,

Andrew B. Sachs, Corporate Secretary

To be mailed on or about April 15, 2026

Important notice regarding internet availability of proxy materials for the Annual Meeting of Shareholders to be held on May 26, 2026: Our 2026 Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available atwww.envisionreports.com/CUBI (please copy and paste the link into your browser). These documents are also available on the Company’s website atwww.customersbank.com/investor-relations, by selecting“SEC filings”or “Proxy statements”, as appropriate. Information on our website is not incorporated by reference into this Proxy Statement.

PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY1
Items of Business and Voting Recommendations2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT3
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING6
PROPOSAL 1: ELECTION OF THREE CLASS III DIRECTORS OF THE COMPANY6
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM9
Audit and Other Fees Paid to Independent Registered Public Accounting Firm9
Pre-approval of Audit and Non-Audit Services10
PROPOSAL 3: A NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION11
PROPOSAL 4: APPROVAL OF AN AMENDMENT TO THE CUSTOMERS BANCORP, INC. 2019 STOCK INCENTIVE PLAN12
AUDIT COMMITTEE REPORT26
BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT27
Board of Directors27
Named Executive Officers34
BOARD AND CORPORATE GOVERNANCE36
Ongoing Shareholder Engagement and Our Response37
Corporate Governance Highlights38
Corporate Governance Principles39
Corporate Social Responsibility40
Code of Ethics and Business Conduct40
Zero-Tolerance Policy - Workplace Harassment41
Whistleblower Policy and Hotline41
Stock Ownership Requirements & Prohibition of Hedging41
Insider Trading Policy42
Cybersecurity and Data Protection42
Risk Management43
Corporate Governance - Our Board of Directors45
Board Responsibilities45
Director Qualifications45
Director Independence Standards46
Director Nominations46
Board Leadership and Oversight47
Chairman of the Board47
Lead Independent Director47
Board of Directors Oversight48
Board Succession Planning49
Board Education49
CEO and Senior Management Succession Planning49
Board Committees49
Board Committee Membership50
Committee Charters50
Board of Directors Meeting Attendance50
Board Committee Descriptions and Responsibilities51
Director’s Risk & Compliance Committee51

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Audit Committee51
Leadership Development and Compensation Committee52
Nominating and Corporate Governance Committee54
Executive Committee54
Regulatory Affairs Sub-Committee54
Corporate Social Responsibility Committee55
Communicating with Our Board55
COMPENSATION DISCUSSION AND ANALYSIS56
Executive Compensation Highlights56
Philosophy and Objectives of Our Executive Compensation Program58
Elements of Executive Compensation59
2025 Named Executive Officers Total Compensation61
Compensation Decision-Making Process70
Other Pay Practices75
LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT81
EXECUTIVE COMPENSATION82
Summary Compensation Table82
Grants of Plan Based Awards84
Outstanding Equity Awards at Fiscal Year End85
Option Exercises and Stock Vesting87
Pension Benefits87
Non-qualified Deferred Compensation88
Potential Payments Upon Termination Or Change In Control88
CEO Pay Ratio90
Pay Versus Performance91
DIRECTOR COMPENSATION98
DELINQUENT SECTION 16(a) REPORTS99
TRANSACTIONS WITH RELATED PARTIES99
SHAREHOLDER PROPOSALS101
Shareholder Proposals for Inclusion in the 2027 Proxy Statement101
Director Nominations and Other Shareholder Proposals for Presentation at the 2027 Annual Meeting101
OTHER BUSINESS101
INFORMATION REGARDING THE ANNUAL MEETING102
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 26, 2026103
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING105
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION111
APPENDIX A: CUSTOMERS BANCORP, INC. 2019 STOCK INCENTIVE PLANA-1
APPENDIX B: FULL TEXT OF THE PROPOSED AMENDMENT TO 2019 STOCK INCENTIVE PLANB-1
APPENDIX C: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURESC-1
PROXY CARD

Internet Availability of Proxy Materials

This Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.envisionreports.com/CUBI. This website also enables shareholders to vote their proxy. These documents are also available on the Company’s website at www.customersbank.com/investor-relations, by selecting “SEC filings” or “Proxy statements”, as appropriate. Information on our website is not incorporated by reference into this Proxy Statement.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.