What the changes say
- Commercial loan volume grew to $15.4 billion, increasing concentration risks.
- New disclosures highlight regulatory capital standards and digital currency platform competition.
What changed since the prior 10-K
New
- NewRisks Related to the Bancorp’s Banking Operations
If any of these factors, or other factors, slows development of the digital currency industry, it could adversely affect cubiX and the businesses of the customers upon which it relies, and therefore have a material adverse effect on our business, financial condition and results of operations
Competition from alternatives like the FedNow Service or changes in digital currency strategies could reduce deposit balances and fee income from cubiX.
- NewRisks Related to the Regulation of Our Industry
Our business, financial condition, results of operations and future prospects could be adversely affected by the highly regulated environment in which we operate
Federal supervision under the Dodd-Frank Act and other banking regulations can significantly limit our business operations and compliance methods.
- NewRisks Related to the Regulation of Our Industry
We may need to raise additional capital in the future and such capital may not be available when needed or at all
We may need to raise additional equity or debt capital, and unfavorable market conditions could limit our access on acceptable terms.
- NewRisks Related to the Regulation of Our Industry
We are subject to capital adequacy standards, and a failure to meet these standards could adversely affect our financial condition
Failure to meet regulatory capital adequacy and liquidity guidelines could restrict our activities, executive bonuses, and dividend payments.
Dropped
- DroppedRisks related to the divestiture of BMT
We continue to face the risks and challenges associated with BM Technologies following the merger of BMT with Megalith Financial Acquisition Corp
- DroppedRisks Related to the Regulation of Our Industry
Our business, financial condition, results of operations and future prospects could be adversely affected by the highly regulated environment in which we operate, including the effects of heightened regulatory requirements applicable to banks with assets in excess of $10 billion
- DroppedRisks Related to the Regulation of Our Industry
We are subject to stringent capital requirements which may adversely impact return on equity, require additional capital raises, or limit the ability to pay dividends or repurchase shares
- DroppedRisks Related to Our Fixed-to-Floating-Rate Non-Cumulative Perpetual Preferred Stock, Series E and Series F
The shares of our Series E and Series F Preferred Stock are equity securities and are subordinate to our existing and future indebtedness
- DroppedRisks Related to Our Fixed-to-Floating-Rate Non-Cumulative Perpetual Preferred Stock, Series E and Series F
We may not pay dividends on the shares of Series E and Series F Preferred Stock
- DroppedRisks Related to Our Fixed-to-Floating-Rate Non-Cumulative Perpetual Preferred Stock, Series E and Series F
Dividends on the shares of Series E and Series F Preferred Stock are non-cumulative
- DroppedRisks Related to Our Fixed-to-Floating-Rate Non-Cumulative Perpetual Preferred Stock, Series E and Series F
Our ability to pay dividends on the shares of Series E and Series F Preferred Stock is dependent on dividends and distributions we receive from our subsidiaries, which are subject to regulatory and other limitations
- DroppedRisks Related to Our Fixed-to-Floating-Rate Non-Cumulative Perpetual Preferred Stock, Series E and Series F
Holders of Series E and Series F Preferred Stock should not expect us to redeem their shares when they first become redeemable at our option or on any particular date thereafter, and our ability to redeem the shares will be subject to the prior approval of the Federal Reserve
- DroppedRisks Related to Our Fixed-to-Floating-Rate Non-Cumulative Perpetual Preferred Stock, Series E and Series F
Holders of Series E and Series F Preferred stock have limited voting rights
- DroppedRisks Related to Our Fixed-to-Floating-Rate Non-Cumulative Perpetual Preferred Stock, Series E and Series F
General market conditions and unpredictable factors could adversely affect market prices for the Series E and Series F Preferred Stock
- DroppedRisks Related to Our Fixed-to-Floating-Rate Non-Cumulative Perpetual Preferred Stock, Series E and Series F
The Series E and Series F Preferred Stock may not have an active trading market
- DroppedRisks Related to Our Fixed-to-Floating-Rate Non-Cumulative Perpetual Preferred Stock, Series E and Series F
The Series E and Series F Preferred Stock may be junior or equal in rights and preferences to preferred stock we may issue in the future
Reworded
- 99% rewrittenRisks Related to the Regulation of Our Industry
We are subject to changes in tax law that could increase Customers’ effective tax rates. These tax law changes may be retroactive to previous periods and as a result could negatively affect Customers’ current and future financial performance
Updated to cite the OBBBA signed on July 4, 2025, noting restoration of 100% bonus depreciation and research expensing rules.
- 76% rewrittenRisks related to Macroeconomic Conditions, Pandemics, Climate Change and Geopolitical Conflicts
Adverse changes in general business and economic conditions could materially and adversely affect us
Removed specific 2024 economic recession references, generalizing weak economic conditions and market instability risks.
Was: Worsening general business and economic conditions could materially and adversely affect us
- 75% rewrittenRisks Related to the Bancorp’s Banking Operations
This business is subject to seasonality of the mortgage lending business, and volumes are lower as a result of increased interest rates. A decline in the rate of growth, volume or profitability of this business unit, or a loss of its leadership could adversely affect our results of operations and financial condition
Updated commercial loan figure to $15.4 billion (91.5% of total portfolio) as of December 31, 2025, up from $13.2 billion.
- 72% rewrittenRisks Related to the Bancorp’s Banking Operations
To the extent that we are unable to increase loans and deposits through organic growth, we may be unable to successfully implement our growth strategy, which could materially and adversely affect us
Expanded organic growth strategy discussion to explicitly include deposit originations alongside loan balances increasing in 2025.
Was: To the extent that we are unable to increase loans through organic core loan growth, we may be unable to successfully implement our growth strategy, which could materially and adversely affect us
- 59% rewrittenRisks Related to the Bancorp’s Banking Operations
Prior to December 31, 2024, we offered a blockchain-based instant payments product, CBIT, on the TassatPay platform. CubiX does not operate on a blockchain and does not utilize tokens or other digital assets and therefore there is no omnibus account maintained in connection with cubiX
Clarified that Customers Bank loans to customers in the digital currency industry are not significant.
- 57% rewrittenRisks Related to the Bancorp’s Banking Operations
Increasing, complex and evolving regulatory, stakeholder, and other third party expectations on CSR matters could adversely affect our reputation, our access to capital and the market price of our securities
Retained core CSR risk disclosures regarding climate, diversity, and stakeholder expectations with identical phrasing.
- 49% rewrittenRisks Related to the Bancorp’s Banking Operations
Our loan and deposit portfolios contain concentrations in certain business lines or product types that have unique risk characteristics and may expose us to increased risks
Added explicit mention that many largest deposit relationships are concentrated in the digital asset industry.
- 47% rewrittenRisks Related to the Bancorp’s Banking Operations
Our New York State multifamily loan portfolio could be adversely impacted by changes in legislation or regulation
Added risk of proposed New York City council and mayor restrictions, including complete rent freezes on regulated apartments.
- 41% rewrittenRisks Related to the Bancorp’s Banking Operations
We may not be able to develop and retain a strong core deposit base and other low-cost, stable funding sources
- 33% rewrittenRisks Related to the Bancorp’s Banking Operations
Our credit standards, policies and procedures are designed to reduce the risk of credit losses but may not prevent us from incurring substantial credit losses
- 32% rewrittenRisks Related to the Bancorp’s Banking Operations
We may not be able to meet the cash flow requirements of our loan funding obligations, deposit withdrawals, or other business needs and fund our asset growth unless we maintain sufficient liquidity
- 32% rewrittenRisks Related to the Regulation of Our Industry
Other litigation and regulatory actions, including enforcement actions, could subject us to significant fines, penalties, judgments or other requirements resulting in increased expenses or restrictions on our business activities
- 30% rewrittenRisks Related to the Regulation of Our Industry
The FDIC’s restoration plan and the related increased assessment rate could materially and adversely affect us
- 27% rewrittenRisks related to Macroeconomic Conditions, Pandemics, Climate Change and Geopolitical Conflicts
Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business
- 27% rewrittenRisks Related to Our Voting Common Stock
Our directors and executive officers can influence the outcome of shareholder votes and, in some cases, shareholders may not have the opportunity to evaluate and affect the investment decision regarding potential investment, acquisition or disposition transactions
- 26% rewrittenRisks Related to the Bancorp’s Banking Operations
We depend on our executive officers and key personnel, and our ability to recruit key personnel, to implement our strategy and could be harmed by the loss of their services or our inability to recruit such persons
Was: We depend on our executive officers and key personnel to implement our strategy and could be harmed by the loss of their services
- 26% rewrittenRisks Related to Our Senior Notes and Subordinated Notes
Our 2.875% Senior Notes, 6.875% Subordinated Notes, 6.125% Subordinated Notes and 5.375% Subordinated Notes contain limited covenants
Was: Our 2.875% Senior Notes, 6.125% Subordinated Notes and 5.375% Subordinated Notes contain limited covenants
- 23% rewrittenRisks Related to the Bancorp’s Banking Operations
Breaches of security measures, computer viruses or malware, fraudulent activity and infrastructure failures could materially and adversely affect our reputation or harm our business, including the unauthorized access to or disclosure of data relating to third-party serviced deposit account holders
- 21% rewrittenRisks Related to Our Voting Common Stock
We may issue additional shares of our common stock in the future which could adversely affect the value or voting power of our outstanding common stock
All 66 risk factors
Headings as the filing states them, in filing order.
Risks Related to the Bancorp’s Banking Operations
- 01Our business is highly susceptible to credit risk. If our ACL is insufficient to absorb losses in our loan and lease portfolio, our earnings could decrease
- 02Our credit standards, policies and procedures are designed to reduce the risk of credit losses but may not prevent us from incurring substantial credit losses33% rewritten
- 03Changes in the composition of our loan portfolio may expose us to increased lending risks
- 04Our emphasis on commercial, commercial real estate and mortgage finance may expose us to increased lending risks
- 05This business is subject to seasonality of the mortgage lending business, and volumes are lower as a result of increased interest rates. A decline in the rate of growth, volume or profitability of this business unit, or a loss of its leadership could adversely affect our results of operations and financial condition75% rewritten
- 06We are subject to risks arising from conditions in the commercial real estate market
- 07Our New York State multifamily loan portfolio could be adversely impacted by changes in legislation or regulation47% rewritten
- 08The fair value of our investment securities fluctuates due to market conditions. Adverse economic performance can lead to adverse security performance and potential impairment
- 09Changes to estimates and assumptions made by management in preparing financial statements could adversely affect our business, operating results, reported assets and liabilities, financial condition and capital levels
- 10Changes in accounting standards and policies can be difficult to predict and can materially impact how we record and report our financial results
- 11Our geographic concentration in the Northeast and Mid-Atlantic regions makes our business susceptible to downturns in the local economies and depressed banking markets, which could materially and adversely affect us
- 12Our loan and deposit portfolios contain concentrations in certain business lines or product types that have unique risk characteristics and may expose us to increased risks49% rewritten
- 13We depend on our executive officers and key personnel, and our ability to recruit key personnel, to implement our strategy and could be harmed by the loss of their services or our inability to recruit such persons26% rewritten
- 14Our success also depends on the experience of our branch managers and lending officers and on their relationships with the customers and communities they serve. The loss of these key personnel could negatively impact our banking operations
- 15We face significant competition from other financial institutions and financial services providers, which may materially and adversely affect us
- 16Failure to perform in any of these areas could significantly weaken our competitive position, which could materially and adversely affect us
- 17Like other financial services institutions, our asset and liability structures are monetary in nature. Such structures are affected by a variety of factors, including changes in interest rates, which can impact the value of financial instruments held by us
- 18Prior to December 31, 2024, we offered a blockchain-based instant payments product, CBIT, on the TassatPay platform. CubiX does not operate on a blockchain and does not utilize tokens or other digital assets and therefore there is no omnibus account maintained in connection with cubiX59% rewritten
- 19If any of these factors, or other factors, slows development of the digital currency industry, it could adversely affect cubiX and the businesses of the customers upon which it relies, and therefore have a material adverse effect on our business, financial condition and results of operationsNew
- 20We are dependent on our information technology and telecommunications systems and third-party service providers, and systems failures, interruptions or breaches of security, or the failure of our third-party service providers to adequately perform their services, could have a material adverse effect on us
- 21Any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of artificial intelligence could adversely affect our business, results of operations, and financial condition
- 22Loss of, or failure to adequately safeguard, confidential or proprietary information may adversely affect our operations, net income or reputation
- 23Breaches of security measures, computer viruses or malware, fraudulent activity and infrastructure failures could materially and adversely affect our reputation or harm our business, including the unauthorized access to or disclosure of data relating to third-party serviced deposit account holders23% rewritten
- 24Because the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures
- 25Negative public opinion regarding us could adversely affect our stock price, business, results of operations, and financial condition
- 26Increasing, complex and evolving regulatory, stakeholder, and other third party expectations on CSR matters could adversely affect our reputation, our access to capital and the market price of our securities57% rewritten
- 27We may engage in acquisitions of other businesses from time to time. These acquisitions may not produce revenue or earnings enhancements or cost savings at levels, or within time frames, originally anticipated and may result in unforeseen integration difficulties
- 28Our acquisitions generally will require regulatory approvals, and failure to obtain them would restrict our growth
- 29To the extent that we are unable to increase loans and deposits through organic growth, we may be unable to successfully implement our growth strategy, which could materially and adversely affect us72% rewritten
- 30We may not be able to effectively manage our growth
- 31If our techniques for managing risk are ineffective, we may be exposed to material unanticipated losses
- 32We may not be able to meet the cash flow requirements of our loan funding obligations, deposit withdrawals, or other business needs and fund our asset growth unless we maintain sufficient liquidity32% rewritten
- 33We may not be able to develop and retain a strong core deposit base and other low-cost, stable funding sources41% rewritten
- 34Competitors’ technology-driven products and services and improvements to such products and services may adversely affect our ability to generate core deposits through mobile banking
- 35We may incur losses due to minority investments in other financial institutions or related companies
Risks related to Macroeconomic Conditions, Pandemics, Climate Change and Geopolitical Conflicts
- 36Adverse changes in general business and economic conditions could materially and adversely affect us76% rewritten
- 37We are a participating lender in SBA’s PPP program and have originated a significant number of loans under this program, which may result in some amount of PPP loans remaining on our consolidated balance sheets at a very low yield for an extended period of time
- 38Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business27% rewritten
- 39Severe weather, natural disasters, public health issues, acts of war or terrorism, and other external events could significantly impact our ability to conduct business
Risks Related to the Regulation of Our Industry
- 40Our business, financial condition, results of operations and future prospects could be adversely affected by the highly regulated environment in which we operateNew
- 41Significantly heightened regulatory and supervisory expectations and scrutiny in the U.S. have increased our compliance, regulatory and other risks and costs and subject us to legal and regulatory examinations, investigations and enforcement actions
- 42Our use of third-party service providers and our other ongoing third-party business relationships are subject to increasing regulatory requirements and attention
- 43Other litigation and regulatory actions, including enforcement actions, could subject us to significant fines, penalties, judgments or other requirements resulting in increased expenses or restrictions on our business activities32% rewritten
- 44The FDIC’s restoration plan and the related increased assessment rate could materially and adversely affect us30% rewritten
- 45The Federal Reserve may require us to commit capital resources to support our subsidiary bank
- 46We may need to raise additional capital in the future and such capital may not be available when needed or at allNew
- 47We are subject to capital adequacy standards, and a failure to meet these standards could adversely affect our financial conditionNew
- 48We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations
- 49Federal, state and local consumer lending laws may restrict our ability to originate certain mortgage loans or increase our risk of liability with respect to such loans and could increase our cost of doing business
- 50Loans that we make through certain federal programs are dependent on the Federal Government’s continuation and support of these programs and on our compliance with their requirements
- 51We are subject to regulatory restrictions on transactions with our affiliates and related parties. Failure to comply with such regulations could materially and adversely affect us
- 52Reviews performed by the Internal Revenue Service and state and local taxing authorities for the fiscal years that remain open for investigation may result in a change to income taxes recorded in our consolidated financial statements and adversely affect our results of operations
- 53We are subject to changes in tax law that could increase Customers’ effective tax rates. These tax law changes may be retroactive to previous periods and as a result could negatively affect Customers’ current and future financial performance99% rewritten
Risks Related to Our Voting Common Stock
- 54The trading volume in our common stock may generally be less than that of other larger financial services companies
- 55We do not expect to pay cash dividends on our common stock in the near future, and our ability to pay dividends is subject to regulatory limitations
- 56We may issue additional shares of our common stock in the future which could adversely affect the value or voting power of our outstanding common stock21% rewritten
- 57Provisions in our articles of incorporation and bylaws may inhibit a takeover of us, which could discourage transactions that would otherwise be in the best interests of our shareholders and could entrench management
- 58Shareholders may be deemed to be acting in concert or otherwise in control of us and our bank subsidiaries, which could impose prior approval requirements and result in adverse regulatory consequences for such holders
- 59Our directors and executive officers can influence the outcome of shareholder votes and, in some cases, shareholders may not have the opportunity to evaluate and affect the investment decision regarding potential investment, acquisition or disposition transactions27% rewritten
- 60The FDIC’s policy statement imposing restrictions and criteria on private investors in failed bank acquisitions will apply to us and our investors
Risks Related to Our Senior Notes and Subordinated Notes
- 61Our 2.875% Senior Notes, 6.875% Subordinated Notes, 6.125% Subordinated Notes and 5.375% Subordinated Notes contain limited covenants26% rewritten
- 62Our ability to make interest and principal payments on the Senior Notes and Subordinated Notes is dependent on dividends and distributions we receive from our subsidiaries, which are subject to regulatory and other limitations
- 63We may not be able to generate sufficient cash to service our debt obligations, including our obligations under the Senior Notes and Subordinated Notes
- 64The Senior Notes and Subordinated Notes may not have an active trading market
- 65Downgrades in U.S. government and federal agency securities could adversely affect us
- 66We may not be able to maintain consistent earnings or profitability
Other Customers Bancorp 10-Ks
- FY2024 10-K risk factors74 risks
Loan portfolio concentration is high, with commercial loans reaching $13.2 billion or 90.1% of total loans in 2024. Asset quality depends heavily on commercial real estate and New York multifamily rent regulations. Technology risks span digital currency industry exposure, AI adoption, and third-party IT dependency.
Filed Feb 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.