grepcent / static financial knowledge base

Customers Bancorp, Inc. (CUBI)

CIK: 0001488813. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1488813. Latest filing source: 0001488813-26-000029.

Informational only - descriptive public-record data, not investment advice.

Business

Read CUBI's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read CUBI's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,359,587,000USD20252026-02-27
Net income224,088,000USD20252026-02-27
Assets24,895,868,000USD20252026-02-27

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001488813.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric20152016201720182019202020212022202320242025
Revenue322,539,000372,850,000417,951,000463,739,000543,304,000780,884,000885,373,0001,367,360,0001,327,834,0001,359,587,000
Net income78,702,00078,837,00071,695,00079,327,000132,578,000314,647,000228,034,000250,143,000181,469,000224,088,000
Diluted EPS2.311.971.782.053.748.916.517.325.096.26
Operating cash flow-356,648,00091,403,00062,193,00097,474,00078,280,000133,025,000-20,825,000124,729,000145,057,000494,759,000
Capital expenditures5,426,0002,135,0001,777,0001,519,0004,668,000613,0004,046,000590,0001,491,00013,739,000
Share buybacks0.000.0012,976,000571,0000.0027,662,00033,162,00039,806,00019,243,0005,641,000
Assets9,382,736,0009,839,555,0009,833,425,00011,520,717,00018,439,248,00019,575,028,00020,896,112,00021,316,265,00022,308,241,00024,895,868,000
Liabilities8,526,864,0008,918,591,0008,876,609,00010,467,922,00017,322,162,00018,208,811,00019,493,151,00019,677,871,00020,471,558,00022,780,351,000
Stockholders' equity855,872,000920,964,000956,816,0001,052,795,0001,117,086,0001,366,217,0001,402,961,0001,638,394,0001,836,683,0002,115,517,000
Cash and cash equivalents264,709,000146,323,00062,135,000212,505,000693,354,000518,032,000455,806,0003,846,346,0003,785,931,0004,411,463,000
Free cash flow85,977,00060,058,00095,697,00076,761,000128,357,000-24,871,000124,139,000143,566,000481,020,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric20152016201720182019202020212022202320242025
Net margin24.40%21.14%17.15%17.11%24.40%40.29%25.76%18.29%13.67%16.48%
Return on equity9.20%8.56%7.49%7.53%11.87%23.03%16.25%15.27%9.88%10.59%
Return on assets0.84%0.80%0.73%0.69%0.72%1.61%1.09%1.17%0.81%0.90%
Liabilities / equity9.969.689.289.9415.5113.3313.8912.0111.1510.77

Industry Peer Context

Each number-line places CUBI against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

CUBI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.CUBI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%CUBI 16.5%

ROE peer context

CUBI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.CUBI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%CUBI 10.6%

ROA peer context

CUBI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.CUBI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%CUBI 0.9%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

CUBI FY2025 free cash flow bridge from reported figures.CUBI FY2025 free cash flow bridge from reported figures.CUBI free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$250.0M$500.0M$494.8MOperating cash flow-$13.7MCapex$481.0MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001488813-26-000029; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001488813-26-000029; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001488813-26-000029; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

CUBI revenue, last 5 periods. Source: SEC companyfacts FY2025.CUBI revenue, last 5 periods. Source: SEC companyfacts FY2025.CUBI RevenueLatest point: FY2025 = $1.4BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001488813-26-000029; filed 2026-02-27. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

CUBI net income, last 5 periods. Source: SEC companyfacts FY2025.CUBI net income, last 5 periods. Source: SEC companyfacts FY2025.CUBI Net incomeLatest point: FY2025 = $224.1MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001488813-26-000029; filed 2026-02-27. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

CUBI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.CUBI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.CUBI Diluted EPSLatest point: FY2025 = $6.26/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$5.00/share$10.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001488813-26-000029; filed 2026-02-27. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

CUBI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.CUBI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.CUBI Operating cash flowLatest point: FY2025 = $494.8MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow-$250.0M$0.0B$750.0MFY2020FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001488813-26-000029; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

CUBI capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.CUBI capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.CUBI Capital expendituresLatest point: FY2025 = $13.7MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001488813-26-000029; filed 2026-02-27. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

CUBI share buybacks, last 5 periods. Source: SEC companyfacts FY2025.CUBI share buybacks, last 5 periods. Source: SEC companyfacts FY2025.CUBI Share buybacksLatest point: FY2025 = $5.6MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001488813-26-000029; filed 2026-02-27. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

CUBI assets, last 5 periods. Source: SEC companyfacts FY2025.CUBI assets, last 5 periods. Source: SEC companyfacts FY2025.CUBI AssetsLatest point: FY2025 = $24.9BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$15.0B$30.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001488813-26-000029; filed 2026-02-27. Concept: Assets. Source concepts: us-gaap:Assets.

CUBI liabilities, last 5 periods. Source: SEC companyfacts FY2025.CUBI liabilities, last 5 periods. Source: SEC companyfacts FY2025.CUBI LiabilitiesLatest point: FY2025 = $22.8BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$15.0B$30.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001488813-26-000029; filed 2026-02-27. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

CUBI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.CUBI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.CUBI Stockholders' equityLatest point: FY2025 = $2.1BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001488813-26-000029; filed 2026-02-27. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

CUBI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.CUBI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.CUBI Cash and cash equivalentsLatest point: FY2025 = $4.4BSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001488813-26-000029; filed 2026-02-27. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

CUBI free cash flow, last 5 periods. Source: SEC companyfacts FY2025.CUBI free cash flow, last 5 periods. Source: SEC companyfacts FY2025.CUBI Free cash flowLatest point: FY2025 = $481.0MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow-$250.0M$0.0B$750.0MFY2020FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001488813-26-000029; filed 2026-02-27. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001488813.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-301.68reported discrete quarter
2022-Q32022-09-301.85reported discrete quarter
2023-Q12023-03-311.55reported discrete quarter
2023-Q22023-06-30330,160,00047,574,0001.39reported discrete quarter
2023-Q32023-09-30376,340,00086,756,0002.58reported discrete quarter
2023-Q42023-12-31345,915,00062,092,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31331,777,00049,726,0001.40reported discrete quarter
2024-Q22024-06-30334,038,00058,085,0001.66reported discrete quarter
2024-Q32024-09-30332,113,00046,743,0001.31reported discrete quarter
2024-Q42024-12-31329,906,00026,915,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31314,909,00012,912,0000.29reported discrete quarter
2025-Q22025-06-30328,001,00060,939,0001.73reported discrete quarter
2025-Q32025-09-30361,479,00075,745,0002.20reported discrete quarter
2025-Q42025-12-31355,198,00074,492,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31336,312,00069,653,0001.97reported discrete quarter

Quarterly Charts

CUBI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.CUBI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.CUBI Quarterly RevenueLatest point: 2026-Q1 = $336.3MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$250.0M$500.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001488813-26-000068; filed 2026-05-08. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

CUBI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.CUBI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.CUBI Quarterly Net incomeLatest point: 2026-Q1 = $69.7MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001488813-26-000068; filed 2026-05-08. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

CUBI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.CUBI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.CUBI Quarterly Diluted EPSLatest point: 2026-Q1 = $1.97/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$2.00/share$4.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001488813-26-000068; filed 2026-05-08. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001488813-26-000068.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

This report and all attachments hereto, as well as other written or oral communications made from time to time by us, may contain forward-looking information within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements with respect to Customers Bancorp, Inc.’s strategies, goals, beliefs, expectations, estimates, intentions, capital raising efforts, financial condition and results of operations, future performance and business. Statements preceded by, followed by, or that include the words “may,” “could,” “should,” “pro forma,” “looking forward,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “project,” or similar expressions generally indicate a forward-looking statement. These forward-looking statements involve risks and uncertainties that are subject to change based on various important factors (some of which, in whole or in part, are beyond Customers Bancorp, Inc.’s control). Numerous competitive, economic, regulatory, legal and technological events and factors, among others, could cause Customers Bancorp, Inc.’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements, including: a continuation of the recent turmoil in the banking industry, responsive measures taken by us and regulatory authorities to mitigate and manage related risks, regulatory actions taken that address related issues and the costs and obligations associated therewith, such as the FDIC special assessments; the potential for negative consequences resulting from regulatory violations, investigations and examinations, including potential supervisory actions, the assessment of fines and penalties, the imposition of sanctions, the need to undertake remedial actions and possible damage to our reputation; effects of competition on deposit rates and growth, loan rates and growth and net interest margin; failure to identify and adequately and promptly address cybersecurity risks, including data breaches and cyberattacks; public health crises and pandemics and their effects on the economic and business environments in which we operate; geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and military conflicts, including the war between Russia and Ukraine and ongoing conflict in the Middle East, which could impact the economic conditions in the United States; the impact that changes in the economy have on the performance of our loan and lease portfolio, the market value of our investment securities, the demand for our products and services and the availability of sources of funding; the effects of actions by the federal government, including the Board of Governors of the Federal Reserve System and other government agencies, that affect market interest rates and the money supply; actions that we and our customers take in response to these developments and the effects such actions have on our operations, products, services and customer relationships; higher inflation and its impacts; the effects of changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs on its trading partners; and the effects of any changes in accounting standards or policies. Customers Bancorp, Inc. cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statement takes into account the impact of any future events. All forward-looking statements and information set forth herein are based on management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. For a more complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review Customers Bancorp, Inc.’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K for the year ended December 31, 2025, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, including any amendments thereto, that update or provide information in addition to the information included in the Form 10-K and Form 10-Q filings, if any. Customers Bancorp, Inc. does not undertake to update any forward-looking statement whether written or oral, that may be made from time to time by Customers Bancorp, Inc. or by or on behalf of Customers Bank, except as may be required under applicable law.

Management’s discussion and analysis represents an overview of the financial condition and results of operations, and highlights the significant changes in the financial condition and results of operations, as presented in the accompanying consolidated financial statements for Customers Bancorp, Inc. (the “Bancorp” or “Customers Bancorp”), a financial holding company, and its wholly owned subsidiaries, including Customers Bank (the “Bank”), collectively referred to as “Customers” herein. This information is intended to facilitate your understanding and assessment of significant changes and trends related to Customers’ financial condition and results of operations as of and for the three months ended March 31, 2026. All quarterly information in this Management’s Discussion and Analysis is unaudited. You should read this section in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Customers’ 2025 Form 10-K.

Overview

Like most financial institutions, Customers derives the majority of its income from interest it receives on its interest-earning assets, such as loans, leases and investments. Customers’ primary source of funds for making these loans, leases and investments are its deposits and borrowings, on which it pays interest. Consequently, one of the key measures of Customers’ success is the amount of its net interest income, or the difference between the interest income on its interest-earning assets and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. Another key measure is the difference between the interest income generated by interest earning assets and the interest expense on interest-bearing liabilities, relative to the amount of average interest earning assets, which is referred to as net interest margin.

50

Table of Contents

There is credit risk inherent in loans and leases requiring Customers to maintain an ACL to absorb credit losses on existing loans and leases that may become uncollectible. Customers maintains this allowance by charging a provision for credit losses on loan and leases against its operating earnings. Customers has included a detailed discussion of this process in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements in its 2025 Form 10-K, as well as several tables describing its ACL in “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ unaudited consolidated financial statements.

Impact of Macroeconomic and Banking Industry Uncertainties, Tariffs, and Military Conflicts

The Federal Reserve kept the target range for the federal funds rate unchanged at its January, March and April 2026 meetings. At its March 2026 meeting, the Federal Reserve stated that job gains have remained low and the unemployment rate has been little changed in recent months, and that inflation remains somewhat elevated. Uncertainty about the economic outlook remains elevated. The implications of developments in the Middle East for the U.S. economy are uncertain. The Federal Reserve indicated it will carefully assess incoming data, the evolving outlook and the balance of risks in considering the extent and timing of additional adjustments to the target range for the federal funds rate. Significant uncertainties exist as to the extent and timing of future rate cuts and their effects on economic conditions.

Significant uncertainties as to future economic conditions continue to exist, including risks of higher inflation, changes in U.S. trade policies including the imposition of tariffs and retaliatory tariffs on its trading partners, elevated liquidity risk to the U.S. banking system and the exposure to the U.S. commercial real estate market, particularly to the regional banks, disruptions to global supply chain and labor markets and higher oil and commodity prices exacerbated by the military conflicts between Russia and Ukraine and in the Middle East. Customers has maintained higher levels of liquidity, reserves for credit losses on loans and leases and off-balance sheet credit exposures and strong capital ratios, and shifted the mix of its loan portfolio towards low credit risk commercial loans with floating or adjustable interest rates during the period of high interest rates. As interest rates begin to decline, Customers has been reducing the Bank’s asset sensitivity through derivative hedging and investment securities portfolio rebalancing. Customers remains focused on growing its non-interest bearing and lower-cost interest-bearing deposits. The Bank’s debt securities available for sale and held to maturity are available to be pledged as collateral to the FRB and FHLB for additional liquidity. The Bank had approximately $6.3 billion in immediate available liquidity from the FRB and FHLB and cash on hand of $4.8 billion as of March 31, 2026. The Bank’s estimated FDIC insured deposits represented approximately 57% of our deposits (inclusive of accrued interest) as of March 31, 2026. When including collateralized and affiliate deposits as FDIC insured, this number increased to 66% of our deposits as of March 31, 2026. Customers continues to monitor closely the impact of uncertainties affecting the macroeconomic conditions, the U.S. banking system, particularly regional banks, the military conflicts between Russia and Ukraine and in the Middle East, as well as any effects that may result from the federal government’s responses including future rate and regulatory actions; however, the extent to which inflation, interest rates and other macroeconomic and industry factors, the geopolitical conflicts and developments in the U.S. banking system will impact Customers’ operations and financial results during the remainder of 2026 is highly uncertain.

New Accounting Pronouncements

For information about the impact that recently adopted or issued accounting guidance will have on us, refer to “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ unaudited consolidated financial statements.

Critical Accounting Policies and Estimates

Customers has adopted various accounting policies that govern the application of U.S. GAAP and that are consistent with general practices within the banking industry in the preparation of its consolidated financial statements. Customers’ significant accounting policies are described in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” in Customers’ audited consolidated financial statements included in its 2025 Form 10-K. Certain accounting policies involve significant judgments and assumptions by Customers that have a material impact on the carrying value of certain assets. Customers considers these accounting policies to be critical accounting policies. The judgments and assumptions used are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions management makes, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of C

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

Item 7.        Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis should be read in conjunction with “Business - Summary” and the Bancorp’s consolidated financial statements and related notes for the year ended December 31, 2025. For the comparison of the years ended December 31, 2024 and 2023, refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for our fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025.

Overview

Like most financial institutions, Customers derives the majority of its income from interest it receives on its interest-earning assets, such as loans, leases and investments. Customers’ primary source of funds for making these loans, leases and investments are its deposits and borrowings, on which it pays interest. Consequently, one of the key measures of Customers’ success is the amount of its net interest income, or the difference between the interest income on its interest-earning assets and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. Another key measure is the difference between the interest income generated by interest-earning assets and the interest expense on interest-bearing liabilities, relative to the amount of average interest-earning assets, which is referred to as net interest margin.

There is credit risk inherent in loans and leases requiring Customers to maintain an ACL to absorb credit losses on existing loans and leases that may become uncollectible. Customers maintains this allowance by charging a provision for credit losses on loans and leases against its operating earnings. Customers has included a detailed discussion of this process in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements, as well as several tables describing its ACL in “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements.

Impact of Macroeconomic and Banking Industry Uncertainties, Tariffs, and Military Conflicts

At its December 2025 meeting, the Federal Reserve enacted a 25 basis point reduction in the federal funds rate, and held the rate unchanged at its January 2026 meeting. Although inflation remains slightly elevated and above the Federal Reserve’s stated 2% target and is not anticipated to fall below that threshold until 2028, it cited the weakening labor market as the key consideration for adopting a less restrictive monetary position. The Federal Reserve has stated that they would assess incoming data, the evolving outlook and the balance of risks in further lowering the federal funds rate. Significant uncertainties exist as to the extent and timing of future rate cuts and their effects on the economic conditions.

Significant uncertainties as to future economic conditions continue to exist, including risks of higher inflation, changes in U.S. trade policies including the imposition of tariffs and retaliatory tariffs on its trading partners, elevated liquidity risk to the U.S. banking system and the exposure to the U.S. commercial real estate market, particularly to the regional banks, disruptions to global supply chain and labor markets, and higher oil and commodity prices exacerbated by the military conflicts between Russia and Ukraine and in the Middle East. Customers has maintained higher levels of liquidity, reserves for credit losses on loans and leases and off-balance sheet credit exposures and strong capital ratios, and shifted the mix of its loan portfolio towards low credit risk commercial loans with floating or adjustable interest rates during the period of high interest rates. As the interest rates begin to decline, Customers has been reducing the Bank’s asset sensitivity through derivative hedging and investment securities portfolio rebalancing. Customers remains focused on growing its non-interest bearing and lower-cost interest-bearing deposits. The Bank’s debt securities available for sale and held to maturity are available to be pledged as collateral to the FRB and FHLB for additional liquidity. The Bank had approximately $6.2 billion in immediate available liquidity from the FRB and FHLB and cash on hand of $4.4 billion as of December 31, 2025. The Bank’s estimated FDIC insured deposits represented approximately 59% of our deposits (inclusive of accrued interest) as of December 31, 2025. When including collateralized and affiliate deposits as FDIC insured, this number increased to 68% of our deposits as of December 31, 2025. Customers continues to monitor closely the impact of uncertainties affecting the macroeconomic conditions, the U.S. banking system, particularly regional banks, the military conflicts between Russia and Ukraine and in the Middle East, as well as any effects that may result from the federal government’s responses including future rate and regulatory actions; however, the extent to which inflation, interest rates and other macroeconomic and industry factors, the geopolitical conflicts and developments in the U.S. banking system will impact Customers’ operations and financial results in 2026 is highly uncertain.

New Accounting Pronouncements

For information about the impact that recently adopted or issued accounting guidance will have on us, refer to “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements.

63

Critical Accounting Policies and Estimates

Customers has adopted various accounting policies that govern the application of U.S. GAAP and that are consistent with general practices within the banking industry in the preparation of its consolidated financial statements. Customers’ significant accounting policies are described in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements. Certain accounting policies involve significant judgments and assumptions by Customers that have a material impact on the carrying value of certain assets. Customers considers these accounting policies to be critical accounting policies. The judgments and assumptions used are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions management makes, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of Customers’ assets.

The critical accounting policy that is both important to the portrayal of Customers’ financial condition and results of operations and requires complex, subjective judgments is the ACL. This critical accounting policy and material estimate, along with the related disclosures, are reviewed by Customers’ Audit Committee of the Board of Directors.

Allowance for Credit Losses

Customers’ ACL at December 31, 2025 represents Customers’ current estimate of the lifetime credit losses expected from its loan and lease portfolio and its unfunded lending-related commitments that are not unconditionally cancellable. Management estimates the ACL by projecting a lifetime loss rate conditional on a forecast of economic parameters and other qualitative adjustments, for the loans’ and leases’ expected remaining term.

Customers uses external sources in the creation of its forecasts, including current economic conditions and forecasts for macroeconomic variables over its reasonable and supportable forecast period (e.g., GDP growth rate, unemployment rate, BBB spread, commercial real estate and home price index). After the reasonable and supportable forecast period, which ranges from two to five years, the models revert the forecasted macroeconomic variables to their historical long-term trends, without specific predictions for the economy, over the expected life of the pool, while also incorporating prepayment assumptions into its lifetime loss rates. Internal factors that impact the quarterly allowance estimate include the level of outstanding balances, portfolio performance and assigned risk ratings. Significant loan/borrower attributes utilized in the models include property type, initial loan to value, assigned risk ratings, delinquency status, origination date, maturity date, initial FICO scores, and borrower industry and state.

The ACL may be affected materially by a variety of qualitative factors that Customers considers to reflect its current judgment of various events and risks that are not measured in our statistical procedures, including uncertainty related to the economic forecasts used in the modeled credit loss estimates, nature and volume of the loan and lease portfolio, credit underwriting policy exceptions, peer comparison, industry data, and model and data limitations. The qualitative allowance for economic forecast risk is further informed by multiple alternative scenarios, as deemed applicable, to arrive at a scenario or a composite of scenarios supporting the period-end ACL balance. The evaluation process is inherently imprecise and subjective as it requires significant management judgment based on underlying factors that are susceptible to changes, sometimes materially and rapidly. Customers recognizes that this approach may not be suitable in certain economic environments such that additional analysis may be performed at management’s discretion. Due in part to its subjectivity, the qualitative evaluation may be materially impacted during periods of economic uncertainty and late breaking events that could lead to revision of reserves to reflect management’s best estimate of expected credit losses.

The ACL is established in accordance with our ACL policy. The ACL Committee, which includes the President, Chief Financial Officer, Chief Accounting Officer, Chief Banking Officer, and Chief Credit Officer, among others, reviews the adequacy of the ACL each quarter, together with Customers’ risk management team. The ACL policy, significant judgments and the related disclosures are reviewed by Customers’ Audit Committee of the Board of Directors.

The net increase in our estimated ACL as of December 31, 2025 as compared to December 31, 2024 resulted primarily from higher loan balances held for investment. The provision for credit losses on loans and leases for the year ended December 31, 2025 was $77.3 million, for an ending ACL balance of $164.7 million ($155.7 million for loans and leases and $9.0 million for unfunded lending-related commitments) as of December 31, 2025.

64

To determine the ACL as of December 31, 2025, Customers utilized Moody’s December 2025 Baseline forecast to generate its modeled expected losses and considered Moody’s other alternative economic forecast scenarios to qualitatively adjust the modeled ACL by loan portfolio in order to reflect management’s reasonable expectations of current and future economic conditions. The Baseline forecast at December 31, 2025 assumed slight improvements in macroeconomic forecasts compared to the macroeconomic forecasts used by Customers in 2024; the Federal Reserve Board lowering interest rates in December 2025 and three more times, a quarter point each time as prompted by a soft economy and a struggling job market, in early 2026, and gradually bringing the policy rate to its neutral level by 2028, policymakers anticipating that the recent acceleration in inflation will prove temporary, as it is largely due to a one-time price increase caused by the higher tariffs; the military conflict between Russia and Ukraine continuing but its fallout on energy, agriculture and other commodity markets is modest; a threat that the turmoil in Middle East disrupting global energy and financial markets has abated somewhat; the CPI rising 3.2% in 2026 and 2.6% in 2027; and the unemployment rate rising to 4.7% in 2026 and 2027. Customers continues to monitor the impact of the military conflicts between Russia and Ukraine and in the Middle East, high tariffs, inflation, and monetary and fiscal policy measures on the U.S. economy and, if pace of the expected recovery is worse than expected, further meaningful provisions for credit losses could be required.

The net increase in our estimated ACL as of December 31, 2025 as compared to December 31, 2024 resulted primarily from higher loan balances held for investment. The provision for credit losses on loans and leases for the year ended December 31, 2024 was $69.8 million, for an ending ACL balance of $141.7 million ($136.8 million for loans and leases and $4.9 million for unfunded lending-related commitments) as of December 31, 2024. To determine the ACL as of December 31, 2024, Customers utilized Moody’s December 2024 Baseline forecast to generate its modeled expected losses and considered Moody’s other alternative economic forecast scenarios to qualitatively adjust the modeled ACL by loan portfolio in order to reflect management’s reasonable expectations of current and future economic conditions. The Baseline forecast at December 31, 2024 assumed slight improvements in macroeconomic forecasts compared to the macroeconomic forecasts used by Customers in 2023; the Federal Reserve Board lowering interest rates twice in 2025 and gradually reducing the policy rate to its neutral level by late 2026, as slower progress in reducing inflation and additional inflationary pressures from the new administration’s fiscal, tariff and immigration plans suggest a slower pace of normalization than previously expected; failures of several regional banks in the first half of 2023 and recent issues around other banks are not symptomatic of a broader problem in the U.S. financial system and policymakers’ aggressive response will ensure that the failures do not weaken the financial system or further undermine economic growth; the military conflict between Russia and Ukraine continuing for the foreseeable future but its impact on energy, agriculture and other commodity markets and the global economy has largely faded; the war in Israel not spreading to other parts of the Middle East and disrupting global energy markets and global shipping; the CPI rising 2.3% in 2025 and 2.8% in 2026; and the unemployment rate rising to 4.1% in 2025 and 2026.

One of the most significant judgments influencing the ACL is the macroeconomic forecasts from Moody’s. Changes in the economic forecasts could significantly affect the estimated credit losses which could potentially lead to materially different allowance levels from one reporting period to the next. Given the dynamic relationship between macroeconomic variables within Customers’ modelling framework, it is difficult to estimate the impact of a change in any one individual variable on the ACL. However, to illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario. This scenario includes assumptions around the impacts of the current administration’s tariffs and deportations on the economy being significantly worse than expected; effective tariff rate rising to about 19%, more than the 12% in the baseline scenario, and remaining there through the end of 2028; military conflict between Russia and Ukraine persisting longer than expected; the military conflict in Israel widening; the combination of tariffs, rising inflation, deportations, political tensions, still-elevated interest rates, and reduced credit availability causes the economy to fall into recession in the first quarter of 2026; unemployment beginning to increase significantly in the first quarter of 2026 and peaking in the first quarter of 2027. Under this scenario, as an example, the unemployment rate is estimated at 7.4% and 8.1% in 2026 and 2027, respectively. These numbers represent a 2.7% and 3.4% higher unemployment estimate than the Baseline scenario projection of 4.7% for the same time periods, respectively. To demonstrate the sensitivity to key economic parameters, management calculated the difference between a 100% Baseline weighting and a 100% adverse scenario weighting for modeled results. This would result in an incremental quantitative impact to the ACL of approximately $101 million at December 31, 2025. This resulting difference is not intended to represent an expected increase in ACL levels since (i) Customers may use a weighted approach applied to multiple economic scenarios for its ACL process, (ii) the highly uncertain economic environment, (iii) the difficulty in predicting inter-relationships between macroeconomic variables used in various economic scenarios, and (iv) the sensitivity analysis does not account for any qualitative adjustments incorporated by Customers as part of its overall ACL framework.

65

There is no certainty that Customers’ ACL will be appropriate over time to cover losses in our portfolio as economic and market conditions may ultimately differ from our reasonable and supportable forecast. Additionally, events adversely affecting specific customers, industries, or Customers’ markets, such as geopolitical instability, or risks of rising inflation including a near-term recession could severely impact our current expectations. If the credit quality of Customers’ customer base materially deteriorates or the risk profile of a market, industry, or group of customers changes materially, Customers’ net income and capital could be materially adversely affected which, in turn could have a material adverse effect on Customers’ financial condition and results of operations. The extent to which the geopolitical instability, higher tariffs and risks of rising inflation have and will continue to negatively impact Customers’ businesses, financial condition, liquidity and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision at this time.

For more information, refer to “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements.

Results of Operations

The following discussion of Customers Bancorp’s consolidated results of operations should be read in conjunction with its consolidated financial statements, including the accompanying notes. Please refer to Critical Accounting Policies and Estimates in this Management’s Discussion and Analysis and “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements for information concerning certain significant accounting policies and estimates applied in determining reported results of operations.

The following table sets forth the condensed statements of income for the years ended December 31, 2025 and 2024:

For the Years Ended December 31,
(dollars in thousands)20252024Change% Change
Net interest income$750,489$654,404$96,08514.7%
Provision for credit losses97,95873,45124,50733.4%
Total non-interest income67,82360,4347,38912.2%
Total non-interest expense431,923417,01414,9093.6%
Income before income tax expense288,431224,37364,05828.5%
Income tax expense64,34342,90421,43950.0%
Net income224,088181,46942,61923.5%
Preferred stock dividends10,19815,040(4,842)(32.2)%
Loss on redemption of preferred stock4,7074,707NM
Net income available to common shareholders$209,183$166,429$42,75425.7%

Customers reported net income available to common shareholders of $209.2 million for the year ended December 31, 2025, compared to $166.4 million for the year ended December 31, 2024. Factors contributing to the change in net income available to common shareholders for the year ended December 31, 2025 compared to the year ended December 31, 2024 were as follows:

Net interest income

Net interest income increased $96.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to lower interest expense on deposits and an increase in interest income from higher average loan balances and purchase discount accretion on commercial and industrial loans, partially offset by a decrease in interest income from investment securities and interest-earning deposits. The average interest-earning assets increased by $1.7 billion for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase in interest-earning assets was primarily driven by increases in specialized lending and interest-earning deposits, partially offset by a decrease in investment securities. NIM increased by 17 basis points to 3.32% for the year ended December 31, 2025, from 3.15% for the year ended December 31, 2024. The lower cost of deposits from a favorable shift in deposit mix and lower market interest rates on deposits and higher purchase discount accretion on commercial and industrial loans, partially offset by decreases in market interest rates in specialized lending and interest-earning deposits, contributed to the NIM increase for the year ended December 31, 2025 compared to the year ended December 31, 2024. The favorable shift in deposit mix and lower market interest rates on deposits drove a 55 basis point decrease in the cost of interest-bearing liabilities for the year ended December 31, 2025 compared to the year ended December 31, 2024. Customers’ total cost of deposits, including interest-bearing and non-interest bearing deposits, was 2.74% and 3.34% for the years ended December 31, 2025 and 2024, respectively. Customers’ total cost of funds, including non-interest bearing deposits and borrowings, was 2.88% and 3.46% for the years ended December 31, 2025 and 2024, respectively.

66

Provision for credit losses

The $24.5 million increase in the provision for credit losses included $7.5 million increase in provision for credit losses on loans and leases for the year ended December 31, 2025 compared to the year ended December 31, 2024, which resulted primarily from higher loan balances held for investment. The ACL on off-balance sheet credit exposures is presented within accrued interest payable and other liabilities in the consolidated balance sheet and the related provision is presented as part of other non-interest expense on the consolidated statement of income. The ACL on loans and leases held for investment, represented 1.03% of total loans and leases receivable at December 31, 2025, compared to 1.04% at December 31, 2024. Net charge-offs for the year ended December 31, 2025 were $59.4 million, or 38 basis points of average total loans and leases, compared to $68.3 million, or 50 basis points of average total loans and leases for the year ended December 31, 2024. The decrease in net charge-offs was primarily due to decreases in consumer installment loans and commercial and industrial loans, partially offset by higher charge-offs for multifamily loans and non-owner occupied commercial real estate loans.

The provision for credit losses for the years ended December 31, 2025 and 2024 also included a provision for credit losses of $20.7 million and $3.6 million, respectively, on certain debt securities available for sale. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

Non-interest income

The $7.4 million increase in non-interest income for the year ended December 31, 2025 compared to the year ended December 31, 2024 resulted primarily from decreases of $25.4 million in net loss on sale of investment securities and $15.6 million in net loss on sale of loans and leases, which included a loss of $14.9 million on leases of commercial clean vehicles that were accounted for as sales-type leases and a loss of $0.3 million, inclusive of transaction costs, on sales of consumer installment loans to two third-party sponsored VIEs during the year ended December 31, 2024, and increases of $11.9 million in other non-interest income, $8.0 million in loans fees, $6.8 million in commercial lease income and $1.8 million in bank-owned life insurance income. The commercial clean vehicle leases generated the same amount of investment tax credits that were included as a benefit to income tax expense for the year ended December 31, 2024. These increases were offset in part by $51.3 million of impairment loss on certain AFS debt securities that the Bank decided to sell in order to further improve structural liquidity, enhance credit profile, reduce asset sensitivity and benefit margin for the year ended December 31, 2025 and $11.4 million of unrealized gain on an equity method investment purchased at a discount for the year ended December 31, 2024. Refer to “NOTE 8 – LEASES” to Customers’ audited consolidated financial statements for additional information on the sales-type leases of commercial clean vehicles. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 6 – LOANS HELD FOR SALE” to Customers’ audited consolidated financial statements for additional information on the sales of consumer installment loans to third-party sponsored VIEs.

Non-interest expense

The $14.9 million increase in non-interest expense for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from increases of $15.4 million in professional services, $13.2 million in salaries and employee benefits, $5.8 million in commercial lease depreciation, $3.8 million in occupancy and $1.0 million in loan servicing. These increases were offset in part by decreases of $21.7 million in technology, communication and bank operations, $2.1 million in advertising and promotion and $0.5 million in FDIC assessments, non-income taxes and regulatory fees for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Included in the $21.7 million decrease in technology, communication and bank operations for the year ended December 31, 2025 compared to the year ended December 31, 2024 was $7.1 million of deposit servicing-related fees related to periods prior to 2024 that were recorded in the year ended December 31, 2024. Included in the $0.5 million decrease in FDIC assessments, non-income taxes and regulatory fees for the year ended December 31, 2025 compared to the year ended December 31, 2024 was $4.2 million in FDIC premiums related to periods prior to 2024 and a credit of $3.0 million for Pennsylvania bank shares taxes related to periods prior to 2024 that were recorded in the year ended December 31, 2024.

Income tax expense

Customers’ effective tax rate was 22.3% for the year ended December 31, 2025 compared to 19.1% for the year the ended December 31, 2024. The increase in the effective tax rate for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to a decrease in tax credits, including $14.9 million of investment tax credits generated from commercial clean vehicles in 2024, net of a $5.7 million benefit on the utilization of purchased transferable production tax credits in 2025, partially offset by a lower increase of unrecognized tax benefits in 2025 as compared to 2024. The investment tax credits from commercial clean vehicle leases in 2024 were the same amount as the loss on leases of commercial clean vehicles included within net gain (loss) on sale of loans and leases for the year ended December 31, 2024.

67

Preferred stock dividends and loss on redemption of preferred stock

Preferred stock dividends were $10.2 million and $15.0 million for the years ended December 31, 2025 and 2024, respectively. On June 16, 2025 and December 15, 2025, Customers redeemed all of the outstanding shares of Series E Preferred Stock and Series F Preferred Stock, respectively, for an aggregate payment of $142.5 million, at a redemption price of $25.00 per share. The redemption price paid in excess of the carrying value of Series E Preferred Stock and Series F Preferred Stock of $4.7 million is included as a loss on redemption of preferred stock in the consolidated statement of income for the year ended December 31, 2025. After giving effect to the redemption, no shares of the Series E Preferred Stock and Series F Preferred Stock remained outstanding. There were no changes to the amount of preferred stock outstanding during the year ended December 31, 2024. Refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements for additional information.

NET INTEREST INCOME

Net interest income (the difference between the interest earned on loans and leases, investments and interest-earning deposits with banks, and interest paid on deposits, borrowed funds and subordinated debt) is the primary source of Customers’ earnings. The following table summarizes Customers’ net interest income, related interest spread, net interest margin and the dollar amount of changes in interest income and interest expense for the major categories of interest-earning assets and interest-bearing liabilities for the years ended December 31, 2025 and 2024. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.

68

For the Years Ended December 31,For the Years Ended December 31,
202520242025 vs. 2024
(dollars in thousands)Average balanceInterest income or expenseAverage yield or costAverage balanceInterest income or expenseAverage yield or costDue to rateDue to volumeTotal
Assets
Interest-earning deposits$4,065,804$177,3874.36%$3,597,260$190,8425.31%$(36,582)$23,127$(13,455)
Investment securities (1)2,942,386139,7904.75%3,650,320180,2914.94%(6,703)(33,798)(40,501)
Loans and leases:
Commercial and industrial:
Specialized lending loans and leases (2)7,092,259524,0097.39%5,637,189483,0528.57%(72,510)113,46740,957
Other commercial and industrial loans (2)1,499,021117,5907.84%1,564,167102,0016.52%19,975(4,386)15,589
Mortgage finance loans1,443,18369,4174.81%1,192,82762,3445.23%(5,290)12,3637,073
Multifamily loans2,336,288102,8664.40%2,116,16886,2634.08%7,1379,46616,603
Non-owner occupied commercial real estate loans1,638,69595,3505.82%1,412,20183,4845.91%(1,293)13,15911,866
Residential mortgages540,09725,6114.74%526,13324,0464.57%9136521,565
Installment loans925,74599,50510.75%1,104,470106,3409.63%11,536(18,371)(6,835)
Total loans and leases (3)15,475,2881,034,3486.68%13,553,155947,5306.99%(43,331)130,14986,818
Other interest-earning assets138,8518,0625.81%114,9839,1717.98%(2,789)1,680(1,109)
Total interest-earning assets22,622,3291,359,5876.01%20,915,7181,327,8346.35%(73,294)105,04731,753
Non-interest-earning assets718,415518,472
Total assets$23,340,744$21,434,190
Liabilities
Interest checking accounts$5,040,107187,4213.72%$5,660,890248,4004.39%(35,483)(25,496)(60,979)
Money market deposit accounts4,202,317161,5313.84%3,559,362159,5984.48%(24,587)26,5201,933
Other savings accounts1,382,78752,5663.80%1,595,35773,9474.64%(12,316)(9,065)(21,381)
Certificates of deposit2,967,454137,6154.64%2,434,622121,3674.99%(8,962)25,21016,248
Total interest-bearing deposits (4)13,592,665539,1333.97%13,250,231603,3124.55%(79,270)15,091(64,179)
Borrowings1,465,85269,9654.77%1,414,58370,1184.96%(2,692)2,539(153)
Total interest-bearing liabilities15,058,517609,0984.04%14,664,814673,4304.59%(82,083)17,751(64,332)
Non-interest-bearing deposits (4)6,069,6654,807,647
Total deposits and borrowings21,128,1822.88%19,472,4613.46%
Other non-interest-bearing liabilities244,480217,172
Total liabilities21,372,66219,689,633
Shareholders’ equity1,968,0821,744,557
Total liabilities and shareholders’ equity$23,340,744$21,434,190
Net interest income750,489654,404$8,789$87,296$96,085
Tax-equivalent adjustment1,4371,556
Net interest earnings$751,926$655,960
Interest spread3.13%2.89%
Net interest margin3.32%3.14%
Net interest margin tax equivalent (5)3.32%3.15%

(1)For presentation in this table, average balances and the corresponding average yields for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.

(2)Includes owner occupied commercial real estate loans.

(3)Includes non-accrual loans, the effect of which is to reduce the yield earned on loans and leases, and deferred loan fees.

(4)Total costs of deposits (including interest bearing and non-interest-bearing) were 2.74% and 3.34% for the years ended December 31, 2025 and 2024, respectively.

(5)Tax-equivalent basis, using an estimated marginal tax rate of 26% for both the years ended December 31, 2025 and 2024, presented to approximate interest income as a taxable asset.

Net interest income increased $96.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to lower interest expense on deposits and an increase in interest income from higher average loan balances and purchase discount accretion on commercial and industrial loans, partially offset by a decrease in interest income from investment securities and interest-earning deposits. The average interest-earning assets increased by $1.7 billion, primarily related to increases in specialized lending and interest-earning deposits, partially offset by a decrease in investment securities.

69

The NIM increased by 17 basis points to 3.32% for the year ended December 31, 2025, from 3.15% for the year ended December 31, 2024 resulting primarily from lower cost of deposits from a favorable shift in deposit mix and lower market interest rates on deposits and higher purchase discount accretion on commercial and industrial loans, partially offset by decreases in market interest rates in specialized lending and interest-earning deposits. The favorable shift in deposit mix and lower market interest rates on deposits drove a 55 basis point decrease in the cost of interest-bearing liabilities. Customers’ total cost of deposits, including interest-bearing and non-interest bearing deposits was 2.74% and 3.34% for the years ended December 31, 2025 and 2024, respectively. Customers’ total cost of funds, including non-interest bearing deposits and borrowings was 2.88% and 3.46% for the years ended December 31, 2025 and 2024, respectively.

PROVISION FOR CREDIT LOSSES

For more information about the provision and Customers’ ACL methodology and loss experience, see Critical Accounting Policies and Estimates and “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” and “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements.

Customers maintains an ACL to cover current expected credit losses as of the balance sheet date on loans and leases held for investment that are not reported at their fair value on a recurring basis. The ACL is increased through periodic provisions for credit losses on loans and leases that are charged as an expense on the consolidated statements of income and is reduced by charge-offs, net of recoveries. The loan and lease portfolio is reviewed quarterly to evaluate the performance of the portfolio and the adequacy of the ACL. The ACL is estimated as of the end of each quarter and compared to the balance recorded in the general ledger, net of charge-offs and recoveries. The allowance is adjusted to the estimated ACL balance with a corresponding charge (or debit) to the provision for credit losses on loans and leases.

The provision for credit losses is a charge to earnings to maintain the ACL at a level consistent with management’s assessment of expected lifetime losses in the loan and lease portfolio, lending-related commitments and investment securities at the balance sheet date. Customers recorded a provision for credit losses on loans and leases of $77.3 million and $69.8 million for the years ended December 31, 2025 and 2024, respectively. Customers recorded a provision for credit losses of $4.1 million and $2.0 million for lending-related commitments for the years ended December 31, 2025 and 2024, respectively. The $7.5 million increase in the provision for credit losses for loans and leases for the year ended December 31, 2025 compared to the year ended December 31, 2024 resulted primarily from an increase in loan balances held for investment.

Net charge-offs for the year ended December 31, 2025 were $59.4 million, or 38 basis points of average total loans and leases, compared to $68.3 million, or 50 basis points of average total loans and leases for the year ended December 31, 2024. The decrease in net charge-offs was primarily related to lower charge-offs for consumer installment loans and commercial and industrial loans, partially offset by higher charge-offs for multifamily loans and non-owner occupied commercial real estate loans.

For more information about the provision and ACL and our loss experience on loans and leases, refer to “Credit Risk” and “Asset Quality” herein.

The provision for credit losses for the years ended December 31, 2025 and 2024 also included a provision for credit losses of $20.7 million and $3.6 million, respectively, on certain debt securities available for sale. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

70

NON-INTEREST INCOME

The table below presents the components of non-interest income for the years ended December 31, 2025 and 2024:

For the Years Ended December 31,Change% Change
(dollars in thousands)20252024
Commercial lease income$47,446$40,662$6,78416.7%
Loan fees35,20427,1638,04129.6%
Bank-owned life insurance11,2639,4421,82119.3%
Mortgage finance transactional fees4,7454,10164415.7%
Net gain (loss) on sale of loans and leases(60)(15,628)15,568(99.6)%
Net gain (loss) on sale of investment securities(1,638)(27,009)25,371(93.9)%
Impairment loss on debt securities(51,319)(51,319)NM
Unrealized gain on equity method investments11,430(11,430)(100.0)%
Other22,18210,27311,909115.9%
Total non-interest income$67,823$60,434$7,38912.2%

Commercial lease income

Commercial lease income represents income earned on commercial operating leases generated by Customers’ commercial equipment financing group in which Customers is the lessor. The $6.8 million increase in commercial lease income for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from the growth of Customers’ equipment finance business.

Loan fees

The $8.0 million increase in loan fees for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from increases in fees earned on unused lines of credit and income on the settlement of certain stock warrants.

Bank-owned life insurance

Bank-owned life insurance income represents income earned on life insurance policies owned by Customers including an increase in cash surrender value of the policies and any benefits paid by insurance carriers under the policies. The $1.8 million increase in bank-owned life insurance income for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from increases in death benefits received from insurance carriers under the policies and increases in the cash surrender value of the policies.

Net gain (loss) on sale of loans and leases

The $15.6 million decrease in net loss on sale of loans and leases for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from $14.9 million of loss on leases of commercial clean vehicles that were accounted for as sales-type leases, a loss of $0.3 million, inclusive of transaction costs, on sales of $202.5 million in consumer installment loans that were classified as held for sale, inclusive of $53.0 million of installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs, to two third-party sponsored VIEs and $0.4 million in losses, inclusive of transaction costs, on sales of commercial and industrial loans and other consumer loans for the year ended December 31, 2024. The commercial clean vehicle leases generated the same amount of investment tax credits that were included as a benefit to income tax expense for the year ended December 31, 2024. Refer to “NOTE 8 – LEASES” to Customers’ audited consolidated financial statements for additional information on the sales-type leases of commercial clean vehicles. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 6 – LOANS HELD FOR SALE” to Customers’ audited consolidated financial statements for additional information on the sale of consumer installment loans to third-party sponsored VIEs. There can be no assurance that Customers will realize gains on the sale of loans and leases in 2026, given the significant uncertainty in the capital markets.

71

Net gain (loss) on sale of investment securities

The $25.4 million decrease in net loss on sale of investment securities for the year ended December 31, 2025 compared to the year ended December 31, 2024 reflects net losses realized from the sales of $594.2 million in AFS debt securities for the year ended December 31, 2025, compared to the sales of $624.9 million in AFS debt securities for the year ended December 31, 2024. In 2024, Customers executed investment securities portfolio repositioning to improve structural liquidity, reduce asset sensitivity and benefit margin. Customers invested the proceeds from the sale of lower yielding investment securities into higher yielding loans and investment securities. There can be no assurance that Customers will realize gains from sales of investment securities in 2026, given the significant uncertainty in the capital markets and fluctuations in our funding needs, which may impact Customers’ investment strategy.

Impairment loss on debt securities

The $51.3 million increase in impairment loss on debt securities for the December 31, 2025 compared to the December 31, 2024 primarily resulted from impairment loss recorded on certain AFS debt securities that the Bank decided to sell in order to further improve structural liquidity, enhance credit profile, reduce asset sensitivity and benefit margin during the year ended December 31, 2025.

Unrealized gain on equity method investments

The $11.4 million decrease in unrealized gain on the equity method investments for the year ended December 31, 2025 compared to the year ended December 31, 2024 reflects an unrealized gain from an equity method investment purchased at a discount during the year ended December 31, 2024.

Other non-interest income

The $11.9 million increase in other non-interest income for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from $1.8 million of fees associated with the sunsetting of a loan origination program with a fintech company, which was acquired by a bank during 2025, and an increase of $5.5 million in deposit account fees.

NON-INTEREST EXPENSE

The table below presents the components of non-interest expense for the years ended December 31, 2025 and 2024:

For the Years Ended December 31,Change% Change
(dollars in thousands)20252024
Salaries and employee benefits$188,989$175,836$13,1537.5%
Technology, communication and bank operations43,49765,154(21,657)(33.2)%
Commercial lease depreciation38,33732,5435,79417.8%
Professional services50,37834,97815,40044.0%
Loan servicing16,90015,9099916.2%
Occupancy15,62411,7893,83532.5%
FDIC assessments, non-income taxes, and regulatory fees41,18441,684(500)(1.2)%
Advertising and promotion2,4374,489(2,052)(45.7)%
Other34,57734,632(55)(0.2)%
Total non-interest expense$431,923$417,014$14,9093.6%

Salaries and employee benefits

The $13.2 million increase in salaries and employee benefits for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from an increase in average full-time equivalent team members and annual merit increases.

Technology, communication and bank operations

The $21.7 million decrease in technology, communication and bank operations expense for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from decreases in deposit servicing-related expenses resulting from lower servicing fees and $4.4 million in fees for software including fees for software as a service.

72

Customers incurred $2.5 million and $19.6 million in deposit servicing fees to BM Technologies, the successor entity to BMT that was divested on January 4, 2021, under the deposit servicing agreement, as amended, included within the technology, communication and bank operations expense during the years ended December 31, 2025 and 2024, respectively. The remaining deposits serviced by BM Technologies in connection with the white label relationship were transferred to another sponsor bank in 2025. Customers had no deposits serviced by BM Technologies outstanding at December 31, 2025. The deposit servicing fees of $19.6 million incurred to BM Technologies for the year ended December 31, 2024 included $7.1 million for periods prior to 2024.

Commercial lease depreciation

The $5.8 million increase in commercial lease depreciation for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from the growth of the operating lease arrangements originated by Customers’ commercial equipment financing group in which Customers is the lessor.

Professional services

The $15.4 million increase in professional services for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from increases in contractor services and consulting fees, including to enhance the Bank’s risk management infrastructure, and legal fees associated with a new banking team onboarding.

Loan servicing

The $1.0 million increase in loan servicing for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from the growth in consumer loan portfolios serviced by third parties.

Occupancy

The $3.8 million increase in occupancy for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to higher lease expense and depreciation and amortization associated with the Bank’s growth.

FDIC assessments, non-income taxes, and regulatory fees

The $0.5 million decrease in FDIC assessments, non-income taxes and regulatory fees for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from a decrease in FDIC assessments, partially offset by an increase in Pennsylvania bank shares taxes. The FDIC assessments, non-income taxes and regulatory fees for the year ended December 31, 2024 included FDIC premiums of $4.2 million relating to periods prior to 2024 and a credit of $3.0 million for Pennsylvania bank shares taxes relating to periods prior to 2024.

Advertising and promotion

The $2.1 million decrease in advertising and promotion expense for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from lower spending on advertising agencies.

Other non-interest expenses

The $0.1 million decrease in other non-interest expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from a decrease in fees paid to a fintech company related to consumer installment loans, partially offset by increases in provision for credit losses on unfunded lending-related commitments and insurance expenses related to investments in tax credit structures with a corresponding benefit to income tax expense.

INCOME TAXES

The table below presents income tax expense and the effective tax rate for the years ended December 31, 2025 and 2024:

For the Years Ended December 31,
(dollars in thousands)20252024Change% Change
Income before income tax expense$288,431$224,373$64,05828.5%
Income tax expense64,34342,90421,43950.0%
Effective tax rate22.3%19.1%

73

The $21.4 million increase in income tax expense for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from higher pre-tax income and a decrease in tax credits, including $14.9 million of investment tax credits generated from commercial clean vehicles in 2024, net of a $5.7 million benefit on the utilization of purchased transferable energy-related tax credits in 2025, partially offset by a lower increase of unrecognized tax benefits in 2025 as compared to 2024. The investment tax credits from commercial clean vehicles in 2024 were the same amount as the loss on leases of commercial clean vehicles included within net gain (loss) on sale of loans and leases for the year ended December 31, 2024.

The increase in the effective tax rate for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily resulted from a decrease in tax credits in 2025, partially offset by a lower increase of unrecognized tax benefits in 2025 as compared to 2024. For the reconciliation of the effective tax rate and the statutory federal tax rate, refer to “NOTE 15 – INCOME TAXES” to Customers’ audited consolidated financial statements.

PREFERRED STOCK DIVIDENDS AND LOSS ON REDEMPTION OF PREFERRED STOCK

Preferred stock dividends were $10.2 million and $15.0 million for the years ended December 31, 2025 and 2024, respectively. On June 16, 2025 and December 15, 2025, Customers redeemed all of the outstanding shares of Series E Preferred Stock and Series F Preferred Stock, respectively, for an aggregate payment of $142.5 million, at a redemption price of $25.00 per share. The redemption price paid in excess of the carrying value of Series E Preferred Stock and Series F Preferred Stock of $4.7 million is included as a loss on redemption of preferred stock in the consolidated statement of income for the year ended December 31, 2025. After giving effect to the redemption, no shares of the Series E Preferred Stock and Series F Preferred Stock remained outstanding. There were no changes to the amount of preferred stock outstanding during the year ended December 31, 2024. Refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements for additional information.

On June 15, 2021, the Series E Preferred Stock became floating at three-month LIBOR plus 5.14%, compared to a fixed rate of 6.45%. On December 15, 2021, the Series F Preferred Stock became floating at three-month LIBOR plus 4.762%, compared to a fixed rate of 6.00%. Pursuant to the Adjustable Interest Rate (LIBOR) Act enacted by Congress on March 15, 2022, Customers substituted three-month term SOFR plus a tenor spread adjustment of 26.161 basis points for three-month LIBOR as the benchmark reference rate on Series E Preferred Stock and F Preferred Stock, plus 5.14% and 4.762%, respectively, beginning with dividends declared on October 25, 2023.

Financial Condition

General

Customers’ total assets were $24.9 billion at December 31, 2025. This represented an increase of $2.6 billion from total assets of $22.3 billion at December 31, 2024. The increase in total assets was primarily driven by increases of $1.9 billion in loans and leases receivable, $625.5 million in cash and cash equivalents, $291.9 million in loans receivable, mortgage finance, at fair value, $157.0 million in other assets and $102.1 million in loans receivable, installment, at fair value, partially offset by decreases of $262.8 million in investment securities held to maturity, $178.7 million in loans held for sale and $82.0 million in investment securities, at fair value.

Total liabilities were $22.8 billion at December 31, 2025. This represented an increase of $2.3 billion from $20.5 billion at December 31, 2024. The increase in total liabilities primarily resulted from increases of $1.9 billion in total deposits, $196.7 million in FHLB advances, $98.6 million in subordinated debt and $81.1 million in accrued interest payable and other liabilities.

74

The following table sets forth certain key condensed balance sheet data as of December 31, 2025 and 2024:

December 31,
(dollars in thousands)20252024Change% Change
Cash and cash equivalents$4,411,463$3,785,931$625,53216.5%
Investment securities, at fair value1,937,6462,019,694(82,048)(4.1)%
Investment securities held to maturity729,134991,937(262,803)(26.5)%
Loans held for sale26,102204,794(178,692)(87.3)%
Loans and leases receivable15,041,34013,127,6341,913,70614.6%
Loans receivable, mortgage finance, at fair value1,612,9971,321,128291,86922.1%
Loans receivable, installment, at fair value102,077102,077NM
Allowance for credit losses on loans and leases(155,656)(136,775)(18,881)13.8%
Bank-owned life insurance305,503297,6417,8622.6%
Other assets638,419481,395157,02432.6%
Total assets24,895,86822,308,2412,587,62711.6%
Total deposits20,778,70418,846,4611,932,24310.3%
FHLB advances1,325,0681,128,352196,71617.4%
Other borrowings99,20899,0681400.1%
Subordinated debt281,147182,50998,63854.0%
Accrued interest payable and other liabilities296,224215,16881,05637.7%
Total liabilities22,780,35120,471,5582,308,79311.3%
Total shareholders’ equity2,115,5171,836,683278,83415.2%
Total liabilities and shareholders’ equity$24,895,868$22,308,241$2,587,62711.6%

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks and interest-earning deposits. Cash and due from banks consists mainly of vault cash and cash items in the process of collection. Cash and due from banks were $62.1 million and $56.8 million at December 31, 2025 and 2024, respectively. Cash and cash due from banks balances vary from day to day, primarily due to variations in customers’ deposit activities with the Bank.

Interest-earning deposits consist of cash deposited at other banks, primarily the FRB. Interest-earning deposits were $4.3 billion and $3.7 billion at December 31, 2025 and 2024, respectively. The balance of interest-earning deposits varies from day to day, depending on several factors, such as fluctuations in customers’ deposits with Customers, payment of checks drawn on customers’ accounts and strategic investment decisions made to optimize Customers’ net interest income, while effectively managing interest-rate risk and liquidity. The increase in interest-earning deposits since December 31, 2024 primarily resulted from higher non-interest bearing demand deposits held by the Bank and the sale of investment securities.

Investment securities at fair value

The investment securities portfolio is an important source of interest income and liquidity. It consists primarily of mortgage-backed securities and collateralized mortgage obligations guaranteed by agencies of the United States government, asset-backed securities, private label collateralized mortgage obligations, corporate notes and certain equity securities. In addition to generating revenue, the investment portfolio is maintained to manage interest-rate risk, provide liquidity, serve as collateral for other borrowings, and diversify the credit risk of interest-earning assets. The portfolio is structured to optimize net interest income given the changes in the economic environment, liquidity position and balance sheet mix.

At December 31, 2025, investment securities at fair value totaled $1.9 billion compared to $2.0 billion at December 31, 2024. The decrease primarily resulted from the sales of $594.2 million and the maturities, calls and principal repayments totaling $405.6 million, partially offset by purchases of $940.8 million of the investment securities.

75

For financial reporting purposes, AFS debt securities are reported at fair value. Unrealized gains and losses on AFS debt securities that the Bank does not intend to sell, other than credit losses, are included in other comprehensive income (loss) and reported as a separate component of shareholders’ equity, net of the related tax effect. Changes in the fair value of equity securities with a readily determinable fair value and securities reported at fair value based on a fair value option election are recorded in non-interest income in the period in which they occur. Customers recorded a provision for credit losses of $20.7 million and $3.6 million on certain debt securities available for sale during the years ended December 31, 2025 and 2024, respectively. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 19 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS” to Customers’ audited consolidated financial statements for additional information.

The following table sets forth information about the maturities and weighted-average yield of the AFS debt securities portfolio. The weighted-average yield is computed based on a constant effective interest rate over the contractual life of each security adjusted for prepayment estimates, and considers the contractual coupon, amortization of premiums and accretion of discounts. Yields exclude the impact of related hedging derivatives.

December 31, 2025
Within one yearAfter one but within five yearsAfter five but within ten yearsAfter ten yearsNo specific maturityTotal
Asset-backed securities%%%%8.00%8.00%
Agency-guaranteed residential mortgage-backed securities5.265.26
Agency-guaranteed residential collateralized mortgage obligations4.554.55
Agency-guaranteed commercial collateralized mortgage obligations6.236.23
Corporate notes7.215.765.115.966.03
Private label collateralized mortgage obligations5.005.00
Weighted-average yield7.21%5.76%5.11%5.96%5.45%5.54%

The agency-guaranteed mortgage-backed securities and collateralized mortgage obligations in the AFS portfolio were issued by Ginnie Mae and Freddie Mac, and contain guarantees for the collection of principal and interest on the underlying mortgages.

Investment securities held to maturity

At December 31, 2025, investment securities held to maturity totaled $729.1 million compared to $991.9 million at December 31, 2024. The decrease primarily resulted from the maturities, calls and principal repayments totaling $295.8 million, partially offset by purchases of $27.8 million of investment securities.

The following table sets forth information about the maturities and weighted-average yield of the investment securities held to maturity. The weighted-average yield is computed based on a constant effective interest rate over the contractual life of each security adjusted for prepayment estimates, and considers the contractual coupon, amortization of premiums, accretion of discounts and amortization of unrealized losses upon transfer from investment securities available for sale to held to maturity, along with the unrealized loss in accumulated other comprehensive income.

December 31, 2025
Within one yearAfter one but within five yearsAfter five but within ten yearsNo specific maturityTotal
Asset-backed securities%%%5.03%5.03%
Agency-guaranteed residential mortgage-backed securities1.791.79
Agency-guaranteed commercial mortgage-backed securities1.771.77
Agency-guaranteed residential collateralized mortgage obligations1.871.87
Agency-guaranteed commercial collateralized mortgage obligations2.992.99
Private label collateralized mortgage obligations2.552.55
Weighted-average yield%%%3.31%3.31%

76

The agency-guaranteed mortgage-backed securities and collateralized mortgage obligations in the HTM portfolio were issued by Fannie Mae, Freddie Mac and Ginnie Mae, and contain guarantees for the collection of principal and interest on the underlying mortgages.

Investment securities classified as HTM are those debt securities that Customers has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs, or changes in general economic conditions. For financial reporting purposes, these securities are reported at cost, adjusted for the amortization of premiums and accretion of discounts, computed by a method which approximates the interest method over the terms of the securities. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 19 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS” to Customers’ audited consolidated financial statements for additional information.

LOANS AND LEASES

The Bank has diversified lending activities that build overall franchise value and a high-tech, high-touch, branch-light strategy that serves its customers through a single-point-of-contact private banking strategy. The Bank serves commercial businesses, through community, SBA, and private client groups. The Bank also serves corporate businesses nationwide, including healthcare, real estate specialty finance, fund finance, technology and venture capital banking, financial institutions group, mortgage finance and commercial equipment financing, as well as commercial real estate companies in the Bank’s geographic markets and provides payments and treasury services. The Bank serves consumers through its branch network, provides residential mortgages, and personal loan and deposit products including through relationships with fintech companies and Banking-as-a-Service to fintech companies.

Existing lending relationships are primarily with small and middle market businesses and individual consumers primarily in Berks County and Southeastern Pennsylvania (Bucks, Chester and Philadelphia Counties); New York (Westchester and Suffolk Counties, and Manhattan); Hamilton, New Jersey; Boston, Massachusetts; Providence, Rhode Island; Portsmouth, New Hampshire; California (Southern California and the Bay Area); Nevada (Las Vegas and Reno); and nationally for certain loan and deposit products, such as the portfolio of specialized lending loans and leases and mortgage finance loans. The loan portfolio consists primarily of commercial and industrial loans, loans to support mortgage companies’ funding needs, multifamily and commercial real estate loans.

Commercial Lending

Customers’ commercial lending is broadly divided into the following groups: small and middle market business banking, specialized banking, multifamily and commercial real estate lending, mortgage finance, and SBA lending. This diversity is designed to allow for greater resource deployment, higher standards of risk management, strong asset quality, lower interest-rate risk and higher productivity levels.

As of December 31, 2025, Customers had $15.4 billion in commercial loans outstanding, totaling approximately 91.5% of its total loan and lease portfolio, which includes loans held for sale, loans receivable, mortgage finance, at fair value, and loans receivable, installment, at fair value, compared to commercial loans outstanding of $13.2 billion, comprising approximately 90.1% of its total loan and lease portfolio at December 31, 2024.

The small and middle market business banking platform originates loans, including SBA loans, through the branch network sales force and a team of dedicated relationship managers. The support administration of this platform is centralized, including technology, risk management, product management, marketing, performance tracking and overall strategy. Credit and sales training has been established for Customers’ sales force, ensuring that it has small business experts in place providing appropriate financial solutions to the small business owners in its communities.

Customers’ specialized lending includes commercial equipment finance, healthcare lending, real estate specialty finance, fund finance, technology and venture capital banking, a financial institutions group and municipal finance. Customers’ lender finance vertical within fund finance provides variable rate loans secured by diverse collateral pools to private debt funds. Customers’ capital call lines vertical within fund finance provides variable rate loans secured by collateral pools and limited partnership commitments from institutional investors in private equity funds and cash management services to the alternative investment industry. Customers’ technology and venture capital banking group services the venture-backed growth industry from seed-stage through late-stage.

In 2023, Customers acquired a venture banking loan portfolio. Customers has also recruited team members that originated these loans to service the industries and companies where growth needs are typically provided by venture capital. The team gives clients access to the capital to grow from innovation to maturity and leverage a customized tech platform to support their growth. The team has long-standing relationships with these clients offering them premier end-to-end financial services meeting their needs. The addition of these team members created venture banking client coverage in Austin, the Bay Area, Boston, Southern California, Chicago, Denver, Raleigh/Durham, and Washington, D.C. The technology and life sciences portfolio was combined with Customers’ existing technology and venture capital banking vertical. The portfolio of capital call loans to venture capital firms was combined with Customers’ existing capital call lines vertical within fund finance.

77

Customers’ mortgage finance primarily provides financing to mortgage bankers for residential mortgage originations from loan closing until sale in the secondary market. The underlying residential loans are taken as collateral for Customers’ commercial loans to the mortgage companies. As of December 31, 2025 and 2024, mortgage finance loans totaled $1.6 billion and $1.3 billion, respectively, and are reported as loans receivable, mortgage finance, at fair value on the consolidated balance sheet.

Customers’ commercial equipment financing group goes to market through the following origination platforms: vendors, intermediaries, direct and capital markets. As of December 31, 2025 and 2024, Customers had $813.7 million and $675.4 million, respectively, of equipment finance loans outstanding. As of December 31, 2025 and 2024, Customers had $306.5 million and $262.7 million, respectively, of equipment finance leases outstanding. As of December 31, 2025 and 2024, Customers had $303.4 million and $214.9 million, respectively, of operating leases entered into under this program, net of accumulated depreciation of $105.7 million and $95.1 million, respectively.

Customers’ multifamily lending group is focused on retaining a portfolio of high-quality multifamily loans within Customers’ covered markets. These lending activities use conservative underwriting standards and primarily target the refinancing of loans with other banks or provide purchase money for new acquisitions by borrowers. The primary collateral for these loans is a first lien mortgage on the multifamily property, plus an assignment of all leases related to such property. Customers had multifamily loans of $2.5 billion outstanding, comprising approximately 14.8% of the total loan and lease portfolio at December 31, 2025, compared to $2.3 billion, or approximately 15.4% of the total loan and lease portfolio, at December 31, 2024.

Consumer Lending

Customers provides unsecured consumer installment loans, residential mortgage and home equity loans to customers nationwide primarily through relationships with fintech companies. The installment loan portfolio consists largely of originated and purchased personal, student loan refinancing, home improvement and medical loans. None of the loans held for investment are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660. Customers has been selective in the consumer loans it has been purchasing. At December 31, 2025, Customers had $1.4 billion in consumer loans outstanding (including consumer loans held for investment and held for sale), or 8.5% of the total loan and lease portfolio, compared to $1.4 billion, or 9.9% of the total loan and lease portfolio, at December 31, 2024.

Purchases and sales of loans held for investment were as follows for the years ended December 31, 2025, 2024 and 2023:

For the Years Ended December 31,
(amounts in thousands)202520242023
Purchases (1)
Specialized lending$$$631,252
Other commercial and industrial55,5439,01922,073
Commercial real estate owner occupied2,867
Construction10,080
Residential real estate4,238
Personal installment (2)347,234189,374
Other installment (2)96,758
Total$412,857$198,393$757,188
Sales (3)
Specialized lending (4)$$$287,185
Other commercial and industrial (5)3,84623,70854,083
Multifamily8,000
Commercial real estate owner occupied (5)24,522
Commercial real estate non-owner occupied16,000
Personal installment28153,598
Other installment552154,042
Total$12,679$77,306$535,832

(1)Amounts reported in the above table are the unpaid principal balance at time of purchase. The purchase price was 92.9%, 97.5% and 87.9% of the loans’ unpaid principal balance for the years ended December 31, 2025, 2024 and 2023, respectively.

(2)Installment loan purchases for the years ended December 31, 2025, 2024 and 2023 consist of third-party originated unsecured consumer loans. None of the loans held for investment are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660.

78

(3)For the years ended December 31, 2025, 2024 and 2023, net gain (loss) on sales of loans held for investment included in net gain (loss) on sale of loans and leases in the consolidated statements of income was insignificant.

(4)Includes a loss of $5.0 million from the sale of $670.0 million of short-term syndicated capital call lines of credit ($280.7 million of loans held for investment in unpaid principal balance and $389.3 million of unfunded loan commitments) included in loss on sale of capital call lines of credit in the consolidated statement of income for the year ended December 31, 2023.

(5)Primarily sales of SBA loans for the year ended December 31, 2023.

Loans Held for Sale

The composition of loans held for sale as of December 31, 2025 and 2024 was as follows:

December 31,
(amounts in thousands)20252024
Residential mortgage loans, at fair value$1,851$1,836
Personal installment loans, at lower of cost or fair value23,35740,903
Other installment loans, at fair value894162,055
Total loans held for sale$26,102$204,794

At December 31, 2025, loans held for sale totaled $26.1 million, or 0.2% of the total loan and lease portfolio, and $204.8 million, or 1.4% of the total loan and lease portfolio, at December 31, 2024.

Refer to “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements for additional information on the transfer of other consumer installment loans, at fair value, from loans held for sale to held for investment during the year ended December 31, 2025.

During the year ended December 31, 2024, Customers sold $202.5 million of personal and other installment loans that were classified as held for sale, inclusive of $53.0 million of installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs to two third-party sponsored VIEs. Customers provided financing to the purchasers for a portion of the sales price in the form of $160.0 million of asset-backed securities while $40.2 million of the remaining sales proceeds were paid in cash. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

Loans held for sale are reported on the consolidated balance sheet at either fair value (due to the election of the fair value option) or at the lower of cost or fair value. An ACL is not recorded on loans that are classified as held for sale.

79

Total Loans and Leases Receivable

The composition of total loans and leases receivable (excluding loans held for sale) was as follows:

December 31,
(amounts in thousands)20252024
Loans and leases receivable:
Commercial:
Commercial and industrial:
Specialized lending (1)$7,090,087$5,842,420
Other commercial and industrial1,121,0871,182,350
Multifamily2,490,3362,252,246
Commercial real estate owner occupied1,135,1191,100,944
Commercial real estate non-owner occupied1,738,8211,359,130
Construction162,966147,209
Total commercial loans and leases receivable13,738,41611,884,299
Consumer:
Residential real estate497,567496,559
Manufactured housing27,45233,123
Installment:
Personal581,340463,854
Other196,565249,799
Total consumer loans receivable1,302,9241,243,335
Loans and leases receivable15,041,34013,127,634
Loans receivable, mortgage finance, at fair value1,612,9971,321,128
Loans receivable, installment, at fair value102,077
Allowance for credit losses on loans and leases(155,656)(136,775)
Total loans and leases receivable, net of allowance for credit losses on loans and leases (2)$16,600,758$14,311,987

(1)Includes direct finance and sales-type equipment leases of $306.5 million and $262.7 million at December 31, 2025 and 2024, respectively.

(2)Includes deferred (fees) costs and unamortized (discounts) premiums, net of $(30.3) million and $(20.8) million at December 31, 2025 and 2024, respectively.

Loans and leases receivable

Loans and leases receivable (excluding loans held for sale and loans receivable, mortgage finance, at fair value and loans receivable, installment, at fair value), net of the ACL, increased by $1.9 billion to $14.9 billion at December 31, 2025, from $13.0 billion at December 31, 2024. The increase in loans and leases receivable, net of the ACL, was primarily attributable to higher balances in specialized lending, multifamily, owner-occupied and non-owner occupied commercial real estate loans, partially offset by $18.9 million increase in ACL, as further described below, from December 31, 2024. The overall loans and leases receivable fluctuations were the result of Customers selectively pursuing disciplined loan growth by focusing on holistic and strategic banking relationships that create franchise value.

80

The following table presents Customers’ loans receivable (excluding loans held for sale, loans receivable, mortgage finance, at fair value and loans receivable, installment, at fair value) as of December 31, 2025 based on the remaining term to contractual maturity:

(amounts in thousands)Within one yearAfter one but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
Commercial loans:
Commercial and industrial, including specialized lending$1,669,339$5,045,533$1,417,411$78,891$8,211,174
Multifamily30,535486,4371,973,3642,490,336
Commercial real estate owner occupied143,439603,885280,086107,7091,135,119
Commercial real estate non-owner occupied502,4711,042,933193,4171,738,821
Construction49,15656,35057,460162,966
Total commercial loans$2,394,940$7,235,138$3,921,738$186,600$13,738,416
Consumer loans:
Residential real estate$800$697$9,301$486,769$497,567
Manufactured housing2813,06520,4843,62227,452
Installment37,363490,504188,48961,549777,905
Total consumer loans$38,444$494,266$218,274$551,940$1,302,924

The following table presents the distribution of those loans that mature in more than one year between predetermined rates and floating or adjustable rates, excluding the effect of interest rate swaps designated as cash flow hedges of certain commercial and industrial loans, as of December 31, 2025:

(amounts in thousands)Predetermined ratesFloating or adjustable ratesTotal
Commercial loans:
Commercial and industrial, including specialized lending$1,266,967$5,274,868$6,541,835
Multifamily276,2582,183,5432,459,801
Commercial real estate owner occupied90,929900,751991,680
Commercial real estate non-owner occupied778,528457,8221,236,350
Construction113,810113,810
Total commercial loans$2,412,682$8,930,794$11,343,476
Consumer loans:
Residential real estate$417,306$79,461$496,767
Manufactured housing27,17127,171
Installment740,5384740,542
Total consumer loans$1,185,015$79,465$1,264,480

Loans receivable, mortgage finance, at fair value

The mortgage finance product line primarily provides financing to mortgage companies nationwide from the time of origination of the underlying mortgage loans until the mortgage loans are sold into the secondary market. As a mortgage finance lender, Customers provides a form of financing to mortgage bankers by purchasing for resale the underlying residential mortgages on a short-term basis under a master repurchase agreement. These loans are reported as loans receivable, mortgage finance, at fair value on the consolidated balance sheets. Because these loans are reported at their fair value, they do not have an ACL and are therefore excluded from ACL-related disclosures. At December 31, 2025, all of Customers’ mortgage finance loans were current in terms of payment.

81

Customers is subject to the risks associated with such lending, including, but not limited to, the risks of fraud, bankruptcy and default of the mortgage banker or of the underlying residential borrower, any of which could result in credit losses. Customers’ mortgage finance lending team members monitor these mortgage originators by obtaining financial and other relevant information to reduce these risks during the lending period. Loans receivable, mortgage finance, at fair value totaled $1.6 billion and $1.3 billion at December 31, 2025 and 2024, respectively.

Loans receivable, installment, at fair value

Customers had a lending arrangement with a fintech company, which recently was acquired by a bank, whereby Customers originated consumer installment loans and held these loans prior to sale. These consumer installment loans were designated as loans held for sale and reported at fair value based on an election made to account for the loans at fair value. The lending arrangement with this fintech company expired during the year ended December 31, 2025. Customers transferred these consumer installment loans from held for sale to held for investment during the year ended December 31, 2025, and continue to be reported at fair value based on an election made to account for the loans at fair value. Because these loans are reported at their fair value, they do not have an ACL and are therefore excluded from ACL-related disclosures. At December 31, 2025, Customers had $2.1 million of consumer installment loans, at fair value, on non-accrual status.

Credit Risk

Customers manages credit risk by maintaining diversification in its loan and lease portfolio, establishing and enforcing prudent underwriting standards and collection efforts, and continuous and periodic loan and lease classification reviews. Management also considers the effect of credit risk on financial performance by reviewing quarterly and maintaining an adequate ACL. Credit losses are charged-off when they are identified, and provisions are added for current expected credit losses, to the ACL at least quarterly. The ACL is estimated at least quarterly.

The provision for credit losses on loans and leases was $77.3 million and $69.8 million for the years ended December 31, 2025 and 2024, respectively. The ACL maintained for loans and leases receivable (excluding loans held for sale, loans receivable, mortgage finance, at fair value, and loans receivable, installment, at fair value) was $155.7 million, or 1.03% of loans and leases receivable at December 31, 2025, and $136.8 million, or 1.04% of loans and leases receivable at December 31, 2024.

The increase in the ACL from December 31, 2024 resulted primarily from an increase in loan balances held for investment. Net charge-offs were $59.4 million for the year ended December 31, 2025, a decrease of $9.0 million compared to $68.3 million for the year ended December 31, 2024. The decrease in net charge-offs was primarily due to decreases in charge-offs for consumer installment loans and commercial and industrial loans, partially offset by higher charge-offs for multifamily loans and non-owner occupied commercial real estate loans. Installment charge-offs were attributable to unsecured consumer loans originated and purchased through arrangements with fintech partners. Refer to the table of changes in Customers’ ACL for annualized net-charge offs to average loans by loan type for the periods indicated.

82

The table below presents changes in Customers’ ACL for the periods indicated:

(dollars in thousands)Commercial and industrial (1)(2)MultifamilyCommercial real estate owner occupiedCommercial real estate non-owner occupiedConstructionResidential real estateManufactured housingInstallmentTotal
Ending Balance, December 31, 2022$17,582$14,541$6,454$11,219$1,913$6,094$4,430$68,691$130,924
Allowance for credit losses on PCD loans, net of charge-offs (3)2,5762,576
Charge-offs (4)(16,915)(3,574)(39)(4,527)(69)(69,942)(95,066)
Recoveries (4)8,472343151163517,05926,031
Provision (benefit) for credit losses on loans and leases11,7885,3763,4339,852(547)526(191)40,60970,846
Ending Balance, December 31, 2023$23,503$16,343$9,882$16,859$1,482$6,586$4,239$56,417$135,311
Charge-offs (4)(23,735)(4,073)(365)(145)(38)(56,109)(84,465)
Recoveries (4)5,689107910,35216,130
Provision (benefit) for credit losses on loans and leases23,9226,2411,238691(242)(659)(410)39,01869,799
Ending Balance, December 31, 2024$29,379$18,511$10,755$17,405$1,250$5,968$3,829$49,678$136,775
Allowance for credit losses on PCD loans, net of charge-offs (5)1,0001,000
Charge-offs (4)(14,732)(8,446)(1,186)(3,073)(56)(44,803)(72,296)
Recoveries (4)3,8304642256198,37312,917
Provision (benefit) for credit losses on loans and leases18,2069,2683984,371969568(438)43,91877,260
Ending Balance, December 31, 2025$37,683$19,333$10,431$18,928$2,225$6,499$3,391$57,166$155,656
Net Charge-offs to Average Loans and Leases
2023(0.12)%(0.17)%0.00%(0.34)%0.06%(0.01)%%(4.65)%(0.53)%
2024(0.28)%(0.19)%(0.04)%(0.01)%0.01%0.01%%(5.90)%(0.56)%
2025(0.14)%(0.36)%(0.07)%(0.19)%0.00%(0.01)%%(4.19)%(0.42)%

(1)    Includes specialized lending.

(2)    PPP loans include an embedded credit enhancement from the SBA, which guarantees 100% of the principal and interest owed by the borrower provided that the SBA’s eligibility criteria are met. As a result, the eligible PPP loans do not have an ACL.

(3)    Represents $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of a venture banking loan portfolio (included within specialized lending) on June 15, 2023, net of $6.2 million of charge-offs for certain of these PCD loans upon acquisition.

(4)    Charge-offs and recoveries on PCD loans that are accounted for in pools are recognized on a net basis when the pool matures.

(5)    Represents $1 million of allowance for credit losses on PCD loans recognized upon acquisition of commercial and industrial loans during the year ended December 31, 2025.

The ACL is based on a quarterly evaluation of the loan and lease portfolio held for investment and is maintained at a level that management considers adequate to absorb expected losses as of the balance sheet date. All commercial loans, with the exception of PPP loans and mortgage finance loans, which are reported at fair value, are assigned internal credit-risk ratings, based upon an assessment of the borrower, the structure of the transaction and the available collateral and/or guarantees. All loans and leases are monitored regularly by the responsible officer, and the risk ratings are adjusted when considered appropriate. The risk assessment allows management to identify problem loans and leases timely. Management considers a variety of factors and recognizes the inherent risk of loss that always exists in the lending process. Management uses a disciplined methodology to estimate an appropriate level of ACL. Refer to Critical Accounting Policies and Estimates herein and “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements for management’s methodology for estimating the ACL.

83

Customers’ commercial real estate, commercial and residential construction, consumer residential and owner occupied commercial and industrial loan types have real estate as collateral (collectively, “the real estate portfolio”), primarily in the form of a first lien position. Current appraisals providing current value estimates of the property are received when Customers’ credit group determines that the facts and circumstances have significantly changed since the date of the last appraisal, including that real estate values have deteriorated. A designated credit committee and loan officers review all non-accrual loans on a periodic basis. In addition, loans where the loan officers have identified a “borrower of interest” are discussed to determine if additional analysis is necessary to apply the risk-rating criteria properly. The risk ratings for the real estate loan portfolio are determined based upon the current information available, including but not limited to discussions with the borrower, updated financial information, economic conditions within the geographic area and other factors that may affect the cash flow of the loan. If a loan is individually evaluated for impairment, the collateral value or discounted cash flow analysis is generally used to determine the estimated fair value of the underlying collateral, net of estimated selling costs, and compared to the outstanding loan balance to determine the amount of reserve necessary, if any. Appraisals used in this evaluation process are typically less than two years aged. For loans where real estate is not the primary source of collateral, updated financial information is obtained, including any relevant supplemental financial data to estimate the fair value of the loan, net of estimated selling costs, and compared to the outstanding loan balance to estimate the required reserve.

These impairment measurements are inherently subjective as they require material estimates, including, among others, estimates of property values in appraisals, the amounts and timing of expected future cash flows on individual loans, and general considerations for historical loss experience, economic conditions, uncertainties in estimating losses and inherent risks in the various credit portfolios, all of which require judgment and may be susceptible to significant change over time and as a result of changing economic conditions or other factors. Pursuant to ASC 326, individually assessed loans, consisting primarily of non-accrual and restructured loans, are considered in the methodology for determining the ACL. Individually assessed loans are generally evaluated based on the expected future cash flows or the fair value of the underlying collateral if principal repayment is expected to substantially come from the operation of the collateral or fair value of the collateral less estimated costs to sell if repayment of the loan is expected to be provided from the sale of such collateral. Shortfalls in the underlying collateral value for loans or leases determined to be collateral dependent are charged off immediately. Subsequent to an appraisal or other fair value estimate, management will assess whether there was a further decline in the value of the collateral based on changes in market conditions or property use that would require additional impairment to be recorded to reflect the particular situation, thereby increasing the ACL on loans and leases held for investment.

The following table shows the ACL by various portfolios as of December 31, 2025 and 2024:

December 31,
20252024
(dollars in thousands)ACLPercent of loans in each category to loans and leases receivableACLPercent of loans in each category to loans and leases receivable
Commercial and industrial, including specialized lending (1)$37,68354.6%$29,37953.5%
Multifamily19,33316.6%18,51117.2%
Commercial real estate owner occupied10,4317.4%10,7558.4%
Commercial real estate non-owner occupied18,92811.6%17,40510.3%
Construction2,2251.1%1,2501.1%
Total commercial loans and leases88,60091.3%77,30090.5%
Residential real estate6,4993.3%5,9683.8%
Manufactured housing3,3910.2%3,8290.3%
Installment57,1665.2%49,6785.4%
Total consumer loans67,0568.7%59,4759.5%
Loans and leases receivable$155,656100.0%$136,775100.0%

(1)    Includes PPP loans.

84

Asset Quality

Customers classifies the loan and lease receivables by product or other characteristic generally defining a shared characteristic with other loans or leases in the same group. Charge-offs from originated and acquired loans and leases held for investment are absorbed by the ACL. The schedule that follows includes both loans held for sale and loans held for investment:

Asset Quality at December 31, 2025

(dollars in thousands)Total Loans and LeasesCurrent30-89 Days Past Due90 Days or More Past Due and AccruingNon-accrual/NPL (a)OREO and Repossessed Assets (b)NPA (2)(a)+(b)NPL to Loan and Lease Type (%)NPA (2) to Loans and Leases + OREO and Repossessed Assets (%)
Loan and Lease Type
Commercial and industrial, including specialized lending (1)$8,211,174$8,175,927$11,702$3,755$19,790$12,262$32,0520.24%0.39%
Multifamily2,490,3362,470,73817,5062,0922,0920.08%0.08%
Commercial real estate owner occupied1,135,1191,127,9613,2823,8763,8760.34%0.34%
Commercial real estate non-owner occupied1,738,8211,738,588651681680.01%0.01%
Construction162,966162,966%%
Total commercial loans and leases receivable13,738,41613,676,18032,5553,75525,92612,26238,1880.19%0.28%
Residential497,567474,62913,2679,6711709,8411.94%1.98%
Manufactured housing27,45225,2487382741,192401,2324.34%4.48%
Installment777,905761,15912,2634,4834,4830.58%0.58%
Total consumer loans receivable1,302,9241,261,03626,26827415,34621015,5561.18%1.19%
Loans and leases receivable15,041,34014,937,21658,8234,02941,27212,47253,7440.27%0.36%
Loans receivable, mortgage finance, at fair value1,612,9971,612,997%%
Loans receivable, installment, at fair value102,07797,3892,5512,1372,1372.09%2.09%
Total loans held for sale26,10225,1167072792791.07%1.07%
Total portfolio$16,782,516$16,672,718$62,081$4,029$43,688$12,472$56,1600.26%0.33%

Asset Quality at December 31, 2025 (continued)

(dollars in thousands)Total Loans and LeasesNon-accrual/NPLACLReserves to Loans and Leases (%)Reserves to NPLs (%)
Loan and Lease Type
Commercial and industrial, including specialized lending (1)$8,211,174$19,790$37,6830.46%190.41%
Multifamily2,490,3362,09219,3330.78%924.14%
Commercial real estate owner occupied1,135,1193,87610,4310.92%269.12%
Commercial real estate non-owner occupied1,738,82116818,9281.09%11266.67%
Construction162,9662,2251.37%%
Total commercial loans and leases receivable13,738,41625,92688,6000.64%341.74%
Residential497,5679,6716,4991.31%67.20%
Manufactured housing27,4521,1923,39112.35%284.48%
Installment777,9054,48357,1667.35%1,275.17%
Total consumer loans receivable1,302,92415,34667,0565.15%436.96%
Loans and leases receivable15,041,34041,272155,6561.03%377.15%
Loans receivable, mortgage finance, at fair value1,612,997%%
Loans receivable, installment, at fair value102,0772,137%%
Total loans held for sale26,102279%%
Total portfolio$16,782,516$43,688$155,6560.93%356.29%

(1)Includes PPP loans within commercial and industrial, including specialized lending, and classified as current. Claims for guarantee payments are submitted to the SBA for eligible PPP loans more than 60 days past due.

(2)Excludes non-performing investment securities, at fair value of $16.2 million with ACL of $18.8 million at December 31, 2025.

85

The total loan and lease portfolio was $16.8 billion at December 31, 2025 compared to $14.7 billion at December 31, 2024 and $43.7 million, or 0.26% of loans and leases, were non-performing at December 31, 2025 compared to $43.3 million, or 0.30% of loans and leases, at December 31, 2024. The total loan and lease portfolio was supported by an ACL of $155.7 million (356.29% of NPLs and 0.93% of total loans and leases) and $136.8 million (316.06% of NPLs and 0.93% of total loans and leases), at December 31, 2025 and 2024, respectively.

The tables below set forth non-accrual loans, NPAs and asset quality ratios:

December 31,
(amounts in thousands)20252024
Loans 90+ days delinquent still accruing$4,029$17,084
Non-accrual loans$43,688$43,275
OREO and repossessed assets12,472
Investment securities, at fair value16,18412,532
Total non-performing assets$72,344$55,807
December 31,
20252024
Non-accrual loans to loans and leases receivable (1)0.27%0.31%
Non-accrual loans to total loans and leases portfolio0.26%0.30%
Non-performing assets to total assets (2)0.29%0.25%
Non-accrual loans and loans 90+ days delinquent to total assets0.19%0.27%
Allowance for credit losses on loans and leases to:
Loans and leases receivable1.03%1.04%
Non-accrual loans356.29%316.06%

(1)    Excludes loans held for sale, loans receivable, mortgage finance, at fair value and loans receivable, installment, at fair value.

(2)    Includes non-performing investment securities, at fair value of $16.2 million with ACL of $18.8 million at December 31, 2025 and fair value of $12.5 million with ACL of $4.3 million at December 31, 2024, respectively.

The asset quality ratios related to NPAs, including non-performing investment securities, at fair value, and non-accrual loans remained low at December 31, 2025 as compared to December 31, 2024. Refer to Credit Risk above for information about the increase in ACL affecting the related asset quality ratios at December 31, 2025 as compared to December 31, 2024.

The table below sets forth loans held for investment that were non-performing at December 31, 2025 and 2024:

December 31,
(amounts in thousands)20252024
Commercial and industrial, including specialized lending$19,790$4,041
Multifamily2,09211,834
Commercial real estate owner occupied3,8768,090
Commercial real estate non-owner occupied168354
Residential real estate9,6718,714
Manufactured housing1,1921,852
Installment4,4835,613
Total non-performing loans held for investment$41,272$40,498

Asset quality assurance activities include careful monitoring of borrower payment status and the periodic review of borrower current financial information to ensure ongoing financial strength and borrower cash flow viability. Customers has established credit policies and procedures, seeks the consistent application of those policies and procedures across the organization and adjusts policies as appropriate for changes in market conditions and applicable regulations.

86

Problem Loan Identification and Management

To facilitate the monitoring of credit quality within the commercial and industrial, multifamily, commercial real estate and construction portfolios and for purposes of analyzing historical loss rates used in the determination of the ACL for individually assessed loans, Customers utilizes the following categories of risk ratings: pass (there are six risk ratings for pass loans), special mention, substandard, doubtful or loss. The risk-rating categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated regularly thereafter. Pass ratings, which are assigned to those borrowers who do not have identified potential or well-defined weaknesses and for whom there is a high likelihood of orderly repayment, are updated periodically based on the size and credit characteristics of the borrower. All other categories are updated on a quarterly basis, generally during the month preceding the end of the calendar quarter. While assigning risk ratings involves judgment, the risk-rating process allows management to identify riskier credits in a timely manner and allocate the appropriate resources to manage the loans and leases. PPP loans are excluded, provided that the SBA’s eligibility criteria are met, as these loans are fully guaranteed by the SBA.

Customers assigns a special mention rating to loans and leases that have potential weaknesses that deserve management’s close attention. If not addressed, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the loan and lease and Customers’ financial position. At December 31, 2025 and 2024, special mention loans and leases were $216.5 million and $175.1 million, respectively, and are considered performing loans and are therefore not included in the tables above.

Risk ratings are not established for residential real estate, home equity loans and installment loans mainly because these portfolios consist of a larger number of homogeneous loans with smaller balances. Instead, these portfolios are evaluated for risk mainly based on aggregate payment history through the monitoring of delinquency levels and trends.

A regular reporting and review process is in place to provide for proper portfolio oversight and control and to monitor those loans and leases identified as problem credits by management. This process is designed to assess Customers’ progress in working toward a solution and to assist in determining an appropriate ACL. All loan work-out situations involve the active participation of management and are reported regularly to the Board of Directors. When a loan or lease becomes delinquent for 90 days or more, or earlier if considered appropriate, the loan is assigned to SAG for workout or other resolution.

Loan and lease charge-offs are determined on a case-by-case basis. Loans and leases are generally charged-off when principal is likely to be unrecoverable and after appropriate collection steps have been taken. Loan and lease charge-offs are proposed by the SAG and approved by the Board of Directors.

Loan and lease policies and procedures are reviewed internally for possible revisions and changes on a regular basis. In addition, these policies and procedures, together with the loan and lease portfolio, are reviewed on a periodic basis by various regulatory agencies and by our internal, external and loan review auditors, as part of their examination and audit procedures.

Loan Modifications for Borrowers Experiencing Financial Difficulty

A borrower is considered to be experiencing financial difficulty when there is a significant doubt about the borrower’s ability to make the required principal and interest payments on the loan or to get an equivalent financing from another creditor at a market rate for a similar loan.

When borrowers are experiencing financial difficulty, Customers may make certain loan modifications as part of loss mitigation strategies to maximize expected payment. To be classified as a modification made to a borrower experiencing financial difficulty, the modification must be in the form of an interest rate reduction, principal forgiveness, or an other-than-insignificant payment delay (payment deferral), term extension, or combinations thereof.

Customers will generally try other forms of relief before principal forgiveness. Any contractual reduction in the amount of principal due without receiving payment or assets is considered as forgiveness. For the purpose of this disclosure, Customers considers any contractual change in interest rate that results in a reduction in interest rate relative to the current stated interest rate as an interest rate reduction. Generally, Customers considers any delay in payment of greater than 90 days in the last 12 months to be significant. Term extensions extend the original contractual maturity of the loan. For the purpose of this disclosure, modification of contingent payment features or covenants that would have accelerated payment are not considered term extensions.

87

The following tables present the amortized cost of loans that were modified to borrowers experiencing financial difficulty for the years ended December 31, 2025 and 2024, disaggregated by class of financing receivable and type of modification granted:

For the Year Ended December 31, 2025
(dollars in thousands)Term ExtensionPayment DeferralDebt ForgivenessInterest Rate Reduction and Term ExtensionTotalPercentage of Total by Financing Class
Commercial and industrial, including specialized lending$10,271$3,081$$$13,3520.16%
Personal installment3,6301,7231,4417137,5071.29%
Total$13,901$4,804$1,441$713$20,859
For the Year Ended December 31, 2024
(dollars in thousands)Term ExtensionPayment DeferralDebt ForgivenessInterest Rate Reduction and Term ExtensionTotalPercentage of Total by Financing Class
Commercial and industrial, including specialized lending$1,999$9,114$$$11,1130.16%
Multifamily10,69410,6940.47%
Residential real estate513033540.07%
Manufactured housing1002173170.96%
Personal installment4,937171735,1811.12%
Total$7,036$20,030$73$520$27,659

As of December 31, 2025, there were no commitments to lend additional funds to debtors experiencing financial difficulty whose loans have been modified during the year ended December 31, 2025.

The loans to borrowers experiencing financial difficulty that were modified during the years ended December 31, 2025 and 2024, respectively, that subsequently defaulted were not material. Customers’ ACL is influenced by loan level characteristics that inform the assessed propensity to default. As such, the provision for credit losses is impacted by changes in such loan level characteristics, such as payment performance. Loans made to borrowers experiencing financial difficulty can be classified as either accrual or non-accrual.

ACCRUED INTEREST RECEIVABLE

At December 31, 2025, accrued interest receivable totaled $103.6 million compared to $108.4 million at December 31, 2024. The decrease primarily resulted from a decrease in interest rates.

BANK PREMISES AND EQUIPMENT AND OTHER ASSETS

At December 31, 2025, bank premises and equipment, net of accumulated depreciation and amortization, totaled $16.7 million compared to $6.7 million at December 31, 2024. The increase primarily resulted from the Bank’s growth.

At December 31, 2025, Customers Bank’s restricted stock holdings totaled $110.4 million compared to $96.2 million at December 31, 2024. These holdings consist of stock of the FRB, the FHLB and Atlantic Community Bankers Bank and are required as part of our relationship with these banks.

At December 31, 2025, the cash surrender value of BOLI totaled $305.5 million compared to $297.6 million at December 31, 2024. Presented within BOLI on the consolidated balance sheets is the cash surrender value of the annuities funding the SERPs of $12.1 million and $9.9 million at December 31, 2025 and 2024, respectively. For additional information on the SERPs, refer to “NOTE 13 – EMPLOYEE BENEFIT PLANS” to Customers’ audited consolidated financial statements.

At December 31, 2025, the OREO totaled $12.4 million compared to no such assets at December 31, 2024. The increase primarily resulted from a deed in lieu of a commercial and industrial loan in specialized lending.

At December 31, 2025 and 2024, other assets totaled $638.4 million and $481.4 million, respectively. Other assets consist primarily of operating leases through Customers’ commercial equipment financing group (net investment in operating leases of $303.4 million at December 31, 2025 compared to $214.9 million at December 31, 2024), mark-to-market adjustments and receivable related to interest-rate swaps, investments in affordable housing projects and other tax structures, limited partnerships and limited liability companies, ROU assets and prepaid expenses and taxes.

88

DEPOSITS

Customers offers a variety of deposit accounts, including checking, savings, MMDA and time deposits. Deposits are primarily obtained from Customers’ geographic service area and nationwide through our single point of contact relationship managers, our branchless digital banking products, deposit brokers, listing services and other relationships.

In 2024, Customers onboarded ten experienced commercial and business banking teams in New York, California and Nevada to accelerate the Bank’s deposit growth potential. The new teams are enhancing the Bank’s presence in New York City, where it has successfully operated for over seven years; reinforcing its dedication to Los Angeles; adding representation in Orange County, California; and bringing client coverage to the communities of Reno and Las Vegas, Nevada. All onboarded bankers are highly respected in the commercial deposits space and augment existing expertise in private banking, treasury management, and commercial and industrial lending. In 2025, Customers onboarded seven new banking teams. These included geographic commercial and business banking teams in, or adjacent to, Customers existing markets as well as national teams including sports and entertainment, title solutions and municipal finance. They are enhancing the growth of the Bank’s low-cost, relationship-focused deposit portfolio, and their addition strengthens the Bank’s commitment to its single point of contact relationship-oriented service approach.

In November 2024, Customers launched a new B2B instant payments platform, cubiX, which was developed in-house, is not based on blockchain and offers more extensive products and services compared to CBIT, our instant blockchain-based digital payments platform. The deposits from customers who participated in CBIT and transitioned to cubiX are included in the deposit liability on the consolidated balance sheet.

The components of deposits were as follows at the dates indicated:

December 31,
(dollars in thousands)20252024Change% Change
Demand, non-interest bearing$6,303,748$5,608,288$695,46012.4%
Demand, interest bearing5,049,1515,553,698(504,547)(9.1)%
Savings, including MMDA6,129,8374,976,2701,153,56723.2%
Non-time deposits17,482,73616,138,2561,344,4808.3%
Time deposits3,295,9682,708,205587,76321.7%
Total deposits$20,778,704$18,846,461$1,932,24310.3%

Total deposits were $20.8 billion at December 31, 2025, an increase of $1.9 billion, or 10.3%, from $18.8 billion at December 31, 2024. The increase in total deposits was primarily due to increases in savings, including MMDA, of $1.2 billion, or 23.2%, to $6.1 billion, non-interest bearing demand deposits of $695.5 million, or 12.4%, to $6.3 billion and time deposits of $587.8 million, or 21.7%, to $3.3 billion. These increases were offset in part by a decrease in interest bearing demand deposits of $504.5 million, or 9.1%, to $5.0 billion.

Total deposits at December 31, 2024 included $221.3 million of deposits serviced by BM Technologies under a deposit servicing agreement, as amended. The remaining deposits serviced by BM Technologies in connection with a white label relationship were transferred to another sponsor bank in 2025. Customers had no deposits serviced by BM Technologies outstanding at December 31, 2025.

At December 31, 2025 and 2024, the Bank had $1.8 billion and $1.5 billion in deposits, respectively, to which it had pledged $1.8 billion and $1.5 billion, respectively, of available borrowing capacity through the FHLB to the depositors through a standby letter of credit arrangement, respectively.

The total amount of estimated uninsured deposits was $8.6 billion and $7.3 billion at December 31, 2025 and 2024, respectively. Time deposits greater than the FDIC limit of $250,000 totaled $1.2 billion and $803.1 million at December 31, 2025, and 2024, respectively. At December 31, 2025, the scheduled maturities of uninsured time deposits were as follows:

(amounts in thousands)December 31, 2025
3 months or less$201,065
Over 3 through 6 months393,778
Over 6 through 12 months397,506
Over 12 months159,120
Total$1,151,469

89

Average deposit balances by type and the associated average rate paid are summarized below:

For the Years Ended December 31,
20252024
(dollars in thousands)Average BalanceAverage Rate PaidAverage BalanceAverage Rate Paid
Demand, non-interest bearing$6,069,6650.00%$4,807,6470.00%
Demand, interest-bearing5,040,1073.72%5,660,8904.39%
Savings, including MMDA5,585,1043.83%5,154,7194.53%
Time deposits2,967,4544.64%2,434,6224.99%
Total$19,662,3302.74%$18,057,8783.34%

FHLB ADVANCES AND OTHER BORROWINGS

Borrowed funds from various sources are generally used to supplement deposit growth and meet other operating needs. Customers’ borrowings include short-term and long-term advances from the FHLB, FRB, federal funds purchased, senior unsecured notes and subordinated debt. Subordinated debt is also considered as Tier 2 capital for certain regulatory calculations. Refer to “NOTE 11 – BORROWINGS” to Customers’ audited consolidated financial statements for additional information.

Short-term debt

Short-term debt at December 31, 2025 and 2024 was as follows:

December 31,
20252024
(dollars in thousands)AmountRateAmountRate
FHLB advances$%$100,0004.61%
Total short-term debt$$100,000

Long-term debt

FHLB and FRB Advances

Long-term FHLB and FRB advances at December 31, 2025 and 2024 were as follows:

December 31,
20252024
(dollars in thousands)AmountRateAmountRate
FHLB advances (1)$1,325,068(2)4.04%(3)$1,028,352(2)4.11%(3)
Total long-term FHLB and FRB advances$1,325,068$1,028,352

(1)    Amounts reported in the above table include fixed rate long-term advances from FHLB of $750.0 million with maturities ranging from March 2026 to March 2028, and variable rate long-term advances from FHLB of $570.0 million with maturities ranging from March 2027 to December 2028 with a returnable option that can be repaid without penalty on certain predetermined dates at Customers Bank's option, at December 31, 2025.

(2)    Includes $5.1 million and $(1.6) million of unamortized basis adjustments from interest rate swaps designated as fair value hedges of long-term advances from FHLB at December 31, 2025 and 2024, respectively. Refer to “NOTE 20 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES” to Customers’ audited consolidated financial statements for additional information.

(3)    Excludes the effect of interest rate swaps designated as fair value hedges of long-term advances from FHLB.

The maximum borrowing capacity with the FHLB and FRB at December 31, 2025 and 2024 was as follows:

December 31,
(dollars in thousands)20252024
Total maximum borrowing capacity with the FHLB$4,639,436$3,562,171
Total maximum borrowing capacity with the FRB4,742,2904,357,519
Qualifying loans and securities serving as collateral against FHLB and FRB11,200,6539,722,736

90

Senior Notes and Subordinated Debt

Long-term senior notes and subordinated debt at December 31, 2025 and 2024 were as follows:

Carrying Amount at December 31,
(dollars in thousands)
Issued byRanking20252024RateIssued AmountDate IssuedMaturityPrice
Customers BancorpSenior (1)$99,208$99,0682.875%$100,000August 2021August 2031100.000%
Total other borrowings$99,208$99,068
Customers BancorpSubordinated (2)(3)$98,359$6.875%$100,000December 2025January 2036100.000%
Customers BancorpSubordinated (2)(4)73,12972,9475.375%$74,750December 2019December 2034100.000%
Customers BankSubordinated (2)(5)109,659109,5626.125%110,000June 2014June 2029100.000%
Total subordinated debt$281,147$182,509

(1)The senior notes will bear an annual fixed rate of 2.875% until August 15, 2026. From August 15, 2026 until maturity, the notes will bear an annual interest rate equal to a benchmark rate, which is expected to be the three-month term SOFR, plus 235 basis points. Customers Bancorp has the ability to call the senior notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after August 15, 2026.

(2)The subordinated notes qualify as Tier 2 capital for regulatory capital purposes.

(3)The subordinated notes will bear an annual fixed rate of 6.875% until January 15, 2031. From January 15, 2031 until maturity, the notes will bear an annual interest rate equal to a benchmark rate, which is expected to be the three-month term SOFR plus 342 basis points. Customers Bancorp has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after January 15, 2031.

(4)Customers Bancorp has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after December 30, 2029.

(5)The subordinated notes had an annual fixed rate of 6.125% until June 26, 2024. From June 26, 2024 until maturity, the notes bear an annual interest rate equal to the three-month LIBOR plus 344.3 basis points. Pursuant to the Adjustable Interest Rate (LIBOR) Act enacted by Congress on March 15, 2022, Customers substituted three-month term SOFR plus a tenor spread adjustment of 26.161 basis points for three-month LIBOR as the benchmark reference rate in order to calculate the annual interest rate after June 26, 2024. Customers Bank has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after June 26, 2024.

SHAREHOLDERS’ EQUITY

The components of shareholders’ equity were as follows at the dates indicated:

December 31,
(dollars in thousands)20252024Change% Change
Preferred stock$$137,794$(137,794)(100.0)%
Common stock36,18935,7584311.2%
Additional paid in capital666,756575,33391,42315.9%
Retained earnings1,535,1941,326,011209,18315.8%
Accumulated other comprehensive income (loss), net(54,050)(96,560)42,510(44.0)%
Treasury stock(68,572)(141,653)73,081(51.6)%
Total shareholders’ equity$2,115,517$1,836,683$278,83415.2%

Shareholders’ equity increased $278.8 million, or 15.2%, to $2.1 billion at December 31, 2025 when compared to shareholders’ equity of $1.8 billion at December 31, 2024. The increase primarily resulted from increases in retained earnings of $209.2 million, additional paid in capital of $91.4 million and accumulated other comprehensive income (loss), net of $42.5 million and a net decrease in treasury stock of $73.1 million, partially offset by a decrease in preferred stock of $137.8 million.

The decrease in preferred stock resulted from redemption of all of the outstanding shares of Series E Preferred Stock and Series F Preferred Stock for the year ended December 31, 2025. Refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements for additional information.

The increases in common stock and additional paid in capital resulted primarily from the issuance of common stock under share-based compensation arrangements, as well as cash proceeds, net of issuance costs, in excess of the cost of treasury stock from the reissuance of common stock in an underwritten public offering for the year ended December 31, 2025. Refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements for additional information.

91

The increase in retained earnings resulted from net income of $224.1 million for the year ended December 31, 2025, partially offset by preferred stock dividends of $10.2 million and a loss of $4.7 million on redemption of Series E Preferred Stock and Series F Preferred Stock for the year ended December 31, 2025.

The increase in accumulated other comprehensive income (loss), net primarily resulted from reclassification of $53.0 million in losses included in net income and income tax effect of $13.9 million, partially offset by an increase of $3.7 million in unrealized losses on AFS debt securities due to changes in interest rates and credit spreads and income tax effect of $1.0 million for the year ended December 31, 2025.

The decrease in treasury stock resulted from reissuance of common stock held as treasury stock in an underwritten public offering, partially offset by repurchases of 104,206 shares of its common stock for $5.6 million under the 2024 Share Repurchase Program for the year ended December 31, 2025. On June 26, 2024, the Board of Directors of Customers Bancorp authorized a new common stock repurchase program, the 2024 Share Repurchase Program, to repurchase up to 497,509 shares of the Company’s common stock. Customers had purchased all shares authorized under the 2024 Share Repurchase Program. Refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” and “NOTE 24 – SUBSEQUENT EVENTS” to Customers’ audited consolidated financial statements for additional information.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity for a financial institution is a measure of that institution’s ability to meet depositors’ needs for funds, to satisfy or fund loan and lease commitments and for other operating purposes. Ensuring adequate liquidity is an objective of the asset/liability management process. Customers coordinates its management of liquidity with its interest-rate sensitivity and capital position, and strives to maintain a strong liquidity position that is sufficient to meet Customers’ short-term and long-term needs, commitments and contractual obligations.

Customers is involved with financial instruments and other commitments with off-balance sheet risks. Financial instruments with off-balance sheet risks are incurred in the normal course of business to meet the financing needs of the Bank’s customers. These financial instruments include commitments to extend credit, including unused portions of lines of credit, and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the consolidated balance sheet.

With commitments to extend credit, exposure to credit loss in the event of non-performance by the other party to the financial instrument is represented by the contractual amount of those instruments. The same credit policies are used in making commitments and conditional obligations as for on-balance-sheet instruments. Because they involve credit risk similar to extending a loan and lease, these financial instruments are subject to the Bank’s credit policy and other underwriting standards. Refer to “NOTE 17 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK” to Customers’ audited consolidated financial statements for additional information.

As described in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements, ACL on lending related commitments is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which Customers is exposed to credit risk resulting from a contractual obligation to extend credit. No ACL is recognized if Customers has the unconditional right to cancel the obligation. Off-balance sheet credit commitments primarily consist of amounts available under outstanding lines of credit and letters of credit disclosed above. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance sheet exposure. Customers estimates the expected credit losses for undrawn or unfunded commitments using a usage given default calculation. The lifetime loss rates for off-balance sheet credit exposures are calculated in the same manner as on-balance sheet credit exposures, using the same models and economic forecasts, adjusted for the estimated likelihood that funding will occur. Customers recognized a provision for credit losses on unfunded lending-related commitments of $4.1 million during the year ended December 31, 2025 resulting in an ACL of $9.0 million as of December 31, 2025. Customers recognized a provision for credit losses on unfunded lending-related commitments of $2.0 million during the year ended December 31, 2024 resulting in an ACL of $4.9 million as of December 31, 2024. The ACL on unfunded lending-related commitments is recorded in accrued interest payable and other liabilities in the consolidated balance sheet and the credit loss expense is recorded as a provision for credit losses within other non-interest expense in the consolidated statement of income.

Customers’ contractual obligations and other commitments representing required and potential cash outflows include operating leases, demand deposits, time deposits, short-term and long-term advances from FHLB, unsecured senior notes, subordinated debt, loan and other commitments as of December 31, 2025. Refer to “NOTE 8 – LEASES”, “NOTE 10 – DEPOSITS”, “NOTE 11 – BORROWINGS” and “NOTE 17 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK” to Customers’ audited consolidated financial statements for additional information.

92

At December 31, 2025, Customers had $4.4 billion of cash on hand and $2.7 billion of investment securities. Customers’ investment portfolio, including debt securities available for sale and held to maturity provides periodic cash flows through regular maturities and amortization and can be used as collateral to secure additional funding. We maintain a strong liquidity position, with $10.6 billion of liquidity immediately available consisting of cash on hand and available borrowing capacity from the FHLB and the FRB, which covered approximately 124% of uninsured deposits and approximately 161% of uninsured deposits less collateralized and affiliate deposits at December 31, 2025. Our loan to deposit ratio was 81% at December 31, 2025. Customers’ principal sources of funds are deposits, borrowings, principal and interest payments on loans and leases, other funds from operations, and proceeds from common and preferred stock issuances. Borrowing arrangements are maintained with the FHLB and the FRB to meet short-term liquidity needs. Longer-term borrowing arrangements are also maintained with the FHLB and FRB. As of December 31, 2025, Customers’ borrowing capacity with the FHLB was $4.6 billion, of which $1.3 billion was utilized in borrowings and $1.8 billion of available capacity was utilized to collateralize deposits. As of December 31, 2024, Customers’ borrowing capacity with the FHLB was $3.6 billion, of which $1.1 billion was utilized in borrowings and $1.5 billion of available capacity was utilized to collateralize deposits. As of December 31, 2025 and 2024, Customers’ borrowing capacity with the FRB was $4.7 billion and $4.4 billion, respectively. None of this capacity was utilized as of December 31, 2025 and 2024.

In November 2024, Customers launched a new B2B instant payments platform, cubiX, which was developed in-house, is not based on blockchain and offers more extensive products and services compared to CBIT, our instant blockchain-based digital payments platform. The deposits from customers who participated in CBIT and transitioned to cubiX are included in the deposit liability on the consolidated balance sheet.

The principal source of the Bancorp’s liquidity is the dividends it receives from the Bank, which may be impacted by the following: bank-level capital needs, laws and regulations, corporate policies, contractual restrictions and other factors. The Bank has generated sufficient positive cash flows from operations to pay dividends to the Bancorp. However, there are statutory and regulatory limitations on the ability of the Bank to pay dividends or make other capital distributions or to extend credit to the Bancorp or its non-bank subsidiaries.

The table below summarizes Customers’ cash flows for the years indicated:

For the Years Ended December 31,
(dollars in thousands)20252024Change% Change
Net cash provided by (used in) operating activities$494,759$145,057$349,702241.1%
Net cash provided by (used in) investing activities(2,056,953)(1,006,091)(1,050,862)104.4%
Net cash provided by (used in) financing activities2,187,726800,6191,387,107173.3%
Net increase (decrease) in cash and cash equivalents$625,532$(60,415)$685,947NM

Cash flows provided by (used in) operating activities

Cash provided by operating activities of $494.8 million for the year ended December 31, 2025 resulted from proceeds from the sales and repayments of loans held for sale of $855.9 million, net income of $224.1 million, non-cash operating adjustments of $140.0 million and an increase in accrued interest payable and other liabilities of $81.4 million, partially offset by origination and purchases of loans held for sale of $780.5 million and an increase in accrued interest receivable and other assets of $26.1 million.

Cash provided by operating activities of $145.1 million for the year ended December 31, 2024 resulted from proceeds from the sales and repayments of loans held for sale of $1.3 billion, which included cash proceeds from the sales of consumer installment loans that were classified as held for sale to two third-party sponsored VIEs, net income of $181.5 million and non-cash operating adjustments of $109.1 million, partially offset by origination and purchases of loans held for sale of $1.4 billion, an increase in accrued interest receivable and other assets of $100.0 million and a decrease in accrued interest payable and other liabilities of $32.8 million. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 6 – LOANS HELD FOR SALE” to Customers’ audited consolidated financial statements for additional information on the sale of consumer installment loans to third-party sponsored VIEs.

Cash flows provided by (used in) investing activities

Cash used in investing activities of $2.1 billion for the year ended December 31, 2025 primarily resulted from a net increase in loans and leases, excluding mortgage finance loans of $1.6 billion, purchases of investment securities available for sale of $940.8 million and investment securities held to maturity of $27.8 million, purchases of loans of $385.3 million, net origination of mortgage finance loans of $267.9 million and purchases of leased assets under lessor operating leases of $147.3 million, partially offset by proceeds from sales of investment securities available for sale of $594.2 million and proceeds from maturities, calls and principal repayments on investment securities available for sale of $405.6 million and held to maturity of $295.8 million.

93

Cash used in investing activities of $1.0 billion for the year ended December 31, 2024 primarily resulted from a net increase in loans and leases, excluding mortgage finance loans of $1.1 billion, purchases of investment securities available for sale of $845.8 million and CRA-qualified investment securities held to maturity of $15.0 million, net origination of mortgage finance loans of $426.5 million, purchases of loans of $198.4 million and purchases of leased assets under lessor operating leases of $63.7 million, partially offset by proceeds from maturities, calls and principal repayments on investment securities available for sale of $629.2 million and held to maturity of $291.5 million, proceeds from sales of investment securities available for sale of $624.9 million, proceeds from sales of loans and leases of $35.0 million, proceeds from sales of leased assets under lessor operating leases of $18.5 million and net proceeds from sales of FHLB, Federal Reserve Bank, and other restricted stock of $13.3 million.

Cash flows provided by (used in) financing activities

Cash provided by financing activities of $2.2 billion for the year ended December 31, 2025 primarily resulted from a net increase in deposits of $1.9 billion, proceeds from long-term borrowed funds from the FHLB and the FRB of $490.0 million, proceeds from issuance of common stock of $165.9 million including $163.5 million, net of issuance costs, from reissuance of common stock held as treasury stock in an underwritten public offering, and proceeds from issuance of subordinated notes of $98.4 million, net of issuance costs, partially offset by repayments of long-term borrowed funds from the FHLB and the FRB of $200.0 million, redemption of Series E Preferred Stock and Series F Preferred Stock of $142.5 million, a net decrease in short-term borrowed funds from the FHLB of $100.0 million, dividends paid on preferred stock of $10.8 million and purchases of treasury stock of $5.6 million. Refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements for additional information on redemption of preferred stock, reissuance of common stock held as treasury stock in an underwritten public offering and purchases of treasury stock. Refer to “NOTE 11 – BORROWINGS” to Customers’ audited consolidated financial statements for additional information on the issuance of subordinated notes.

Customers intends to use the net proceeds from the issuance of subordinated notes for general corporate purposes, which may include, but are not limited to, the redemption of less than all of the Bank’s $110.0 million subordinated notes with maturity date of June 2029 on March 26, 2026, working capital and the funding of organic growth at the Bank, repaying indebtedness, repurchasing shares of the Company’s common stock, and funding, in whole or in part, possible future acquisitions of other financial services businesses.

Cash provided by financing activities of $800.6 million for the year ended December 31, 2024 primarily resulted from a net increase in deposits of $933.7 million, proceeds from long-term borrowed funds from the FHLB and the FRB of $155.0 million and a net increase in short-term borrowed funds from the FHLB of $100.0 million, partially offset by repayments of long-term borrowed funds from the FHLB and the FRB of $325.0 million, repayments of other long-term borrowings of $25.0 million, purchases of treasury stock of $19.2 million and dividends paid on preferred stock of $15.1 million. Refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements for additional information on purchases of treasury stock.

CAPITAL ADEQUACY

The Bank and the Bancorp are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on Customers’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and the Bancorp must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items, as calculated under the regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

In first quarter 2020, the U.S federal banking regulatory agencies permitted banking organizations to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 31, 2020, the U.S. federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allowed banking organizations to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. Customers elected to adopt the interim final rule, which is reflected in the regulatory capital data presented below. The cumulative CECL capital transition impact as of December 31, 2021 which amounted to $61.6 million was phased in at 25% per year beginning on January 1, 2022 through December 31, 2024. As of December 31, 2025, our regulatory capital ratios reflected the full effect of CECL accounting rule.

Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Bancorp to maintain minimum amounts and ratios (set forth in the following table) of common equity Tier 1, Tier 1, and total capital to risk-weighted assets, and Tier 1 capital to average assets (as defined in the regulations). At December 31, 2025 and 2024, the Bank and the Bancorp met all capital adequacy requirements to which they were subject.

94

Generally, to comply with the regulatory definition of adequately capitalized, or well capitalized, respectively, or to comply with the Basel III capital requirements, an institution must at least maintain the common equity Tier 1, Tier 1 and total risk-based capital ratios and the Tier 1 leverage ratio in excess of the related minimum ratios set forth in the following table:

Minimum Capital Levels to be Classified as:
ActualAdequately CapitalizedWell CapitalizedBasel III Compliant
(dollars in thousands)AmountRatioAmountRatioAmountRatioAmountRatio
As of December 31, 2025:
Common equity Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$2,164,01012.992%$749,5474.500%N/AN/A$1,165,9627.000%
Customers Bank$2,203,93313.252%$748,4124.500%$1,081,0406.500%$1,164,1977.000%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$2,164,01012.992%$999,3966.000%N/AN/A$1,415,8118.500%
Customers Bank$2,203,93313.252%$997,8836.000%$1,330,5108.000%$1,413,6678.500%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.$2,563,30915.389%$1,332,5288.000%N/AN/A$1,748,94310.500%
Customers Bank$2,431,74414.621%$1,330,5108.000%$1,663,13810.000%$1,746,29510.500%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.$2,164,0108.724%$992,2214.000%N/AN/A$992,2214.000%
Customers Bank$2,203,9338.895%$991,0614.000%$1,238,8275.000%$991,0614.000%
As of December 31, 2024:
Common equity Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,803,60112.087%$671,8414.500%N/AN/A$1,044,5267.000%
Customers Bank$1,930,95112.955%$670,7194.500%$968,8176.500%$1,043,3417.000%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,941,39413.011%$895,3086.000%N/AN/A$1,268,3538.500%
Customers Bank$1,930,95112.955%$894,2926.000%$1,192,3908.000%$1,266,9148.500%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.$2,219,98414.878%$1,193,7448.000%N/AN/A$1,566,78910.500%
Customers Bank$2,136,59414.335%$1,192,3908.000%$1,490,48710.000%$1,565,01210.500%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.$1,941,3948.694%$893,2544.000%N/AN/A$893,2544.000%
Customers Bank$1,930,9518.652%$892,7554.000%$1,115,9445.000%$892,7554.000%

The Basel III Capital Rules require that we maintain a 2.500% capital conservation buffer with respect to each of common equity Tier 1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers. As of December 31, 2025, the Bank and the Bancorp were in compliance with the Basel III requirements. Refer to “NOTE 18 – REGULATORY CAPITAL” to Customers’ audited consolidated financial statements for additional discussion regarding regulatory capital requirements.

Capital Ratios

Customers continued to build capital during 2025. In general, for the past few years, Customers Bancorp’s capital growth has been achieved by retained earnings and issuances of common stock under share-based compensation arrangements, offset in part by the repurchase of common shares. In 2023, Customers repurchased 1,379,883 shares of its common stock for $39.8 million pursuant to the Share Repurchase Program. In 2024, Customers repurchased 393,303 shares of its common stock for $19.2 million pursuant to the 2024 Share Repurchase Program. In 2025, Customers repurchased 104,206 shares of its common stock for $5.6 million pursuant to the 2024 Share Repurchase Program.

95

In addition, in 2025, Customers Bancorp raised $163.5 million, after deducting underwriting discounts and commissions and offering expenses, from the reissuance of common stock held as treasury stock in an underwritten public offering. Also in 2025, Customers Bancorp issued $100 million in fixed-to-floating rate subordinated notes. Customers intends to use the net proceeds from the issuance of subordinated notes for general corporate purposes, which may include, but are not limited to, the redemption of less than all of Customers Bank’s $110 million subordinated notes on March 26, 2026. During 2024 and 2023, Customers Bancorp did not issue any preferred stock or common stock other than in connection with share-based compensation agreements. In 2021, Customers Bancorp issued $100 million in fixed-to-floating rate senior notes, and utilized the proceeds to redeem all of the outstanding shares of Series C Preferred Stock and Series D Preferred Stock. In 2025, Customers redeemed all of the outstanding shares of Series E Preferred Stock and Series F Preferred Stock.

Customers Bank’s capital growth for the past few years has been achieved primarily by retained earnings and capital contributions from Customers Bancorp from proceeds received from issuances of common stock held as treasury stock, senior and subordinated notes. In 2025, Customers Bancorp made capital contributions of $80 million to Customers Bank. For more information relating to preferred and common stock and subordinated debt, refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” and “NOTE 11 – BORROWINGS” to Customers’ audited consolidated financial statements.

Customers is unaware of any current recommendations by the regulatory authorities which, if they were to be implemented, would have a material effect on its liquidity, capital resources, or operations.

The maintenance of appropriate levels of capital is an important objective of Customers’ asset and liability management process. Through its initial capitalization and subsequent offerings, Customers believes it has continued to maintain a strong capital position. Since first quarter 2015 through first quarter 2025, Customers Bank’s board of directors has declared a quarterly cash dividend to the Bank’s sole shareholder, Customers Bancorp. Cash dividends declared by the Bank and paid to Customers Bancorp during 2025 and 2024, include the following:

•$10.0 million declared on March 27, 2024, and paid on March 28, 2024;

•$25.0 million declared on June 26, 2024, and paid on June 26, 2024;

•$45.0 million declared on July 24, 2024, and paid on July 25, 2024;

•$45.0 million declared on October 23, 2024, and paid on October 23, 2024; and

•$45.0 million declared on February 26, 2025, and paid on February 26, 2025.

Effect of Government Monetary Policies

Our earnings are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve Board is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans and leases, investments, and deposits, and their use may also affect rates charged on loans and leases or paid for deposits.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001488813-25-000013.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-28. Report date: 2024-12-31.

Item 7.        Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis should be read in conjunction with “Business - Summary” and the Bancorp’s consolidated financial statements and related notes for the year ended December 31, 2024. For the comparison of the years ended December 31, 2023 and 2022, refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for our fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024.

Overview

Like most financial institutions, Customers derives the majority of its income from interest it receives on its interest-earning assets, such as loans, leases and investments. Customers’ primary source of funds for making these loans, leases and investments are its deposits and borrowings, on which it pays interest. Consequently, one of the key measures of Customers’ success is the amount of its net interest income, or the difference between the interest income on its interest-earning assets and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. Another key measure is the difference between the interest income generated by interest-earning assets and the interest expense on interest-bearing liabilities, relative to the amount of average interest-earning assets, which is referred to as net interest margin.

There is credit risk inherent in loans and leases requiring Customers to maintain an ACL to absorb credit losses on existing loans and leases that may become uncollectible. Customers maintains this allowance by charging a provision for credit losses on loans and leases against its operating earnings. Customers has included a detailed discussion of this process, as well as several tables describing its ACL, in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” and “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements.

Impact of Macroeconomic and Banking Industry Uncertainties and Military Conflicts

The Federal Reserve raised interest rates significantly throughout 2022 and into 2023 in attempts to bring the inflation to its long run target rate of two percent. Inflation remained slightly elevated in 2024 and into 2025. The Federal Reserve has stated that inflation is moving sustainably toward two percent, and that the risks to achieving its employment and inflation goals are roughly in balance. In light of the progress on inflation and the balance of risks, the Federal Reserve has begun lowering the federal funds rate in late 2024. Most recently, the Federal Reserve has maintained the federal funds rate, and stated that they would assess incoming data, the evolving outlook and the balance of risks in further lowering the federal funds rate. Significant uncertainties exist as to the extent and timing of future rate cuts and their effects on the economic conditions.

Significant uncertainties as to future economic conditions continue to exist, including risks of higher inflation and sustained higher interest rate environment, elevated liquidity risk to the U.S. banking system and the exposure to the U.S. commercial real estate market, particularly to the regional banks, disruptions to global supply chain and labor markets, and higher oil and commodity prices exacerbated by the military conflicts between Russia and Ukraine and in the Middle East. Customers has maintained higher levels of liquidity, reserves for credit losses on loans and leases and off-balance sheet credit exposures and strong capital ratios, and shifted the mix of its loan portfolio towards low credit risk commercial loans with floating or adjustable interest rates during the period of high interest rates. As the interest rates begin to decline, Customers has been reducing the Bank’s asset sensitivity through derivative hedging and investment securities portfolio rebalancing. Customers remains focused on growing its non-interest bearing and lower-cost interest-bearing deposits. Customers’ exposure to higher risk commercial real estate such as the office sector is minimal, representing approximately 1% of the loan portfolio as of December 31, 2024. The Bank’s debt securities available for sale and held to maturity are available to be pledged as collateral to the FRB and FHLB for additional liquidity. The Bank had approximately $5.3 billion in immediate available liquidity from the FRB and FHLB and cash on hand of $3.8 billion as of December 31, 2024. The Bank’s estimated FDIC insured deposits represented approximately 61.0% of our deposits (inclusive of accrued interest) as of December 31, 2024. When including collateralized and affiliate deposits as FDIC insured, this number increased to 70.0% of our deposits as of December 31, 2024. Customers continues to monitor closely the impact of uncertainties affecting the macroeconomic conditions, the U.S. banking system, particularly regional banks, the military conflicts between Russia and Ukraine and in the Middle East, as well as any effects that may result from the federal government’s responses including future rate and regulatory actions; however, the extent to which inflation, interest rates and other macroeconomic and industry factors, the geopolitical conflicts and developments in the U.S. banking system will impact Customers’ operations and financial results in 2025 is highly uncertain.

New Accounting Pronouncements

For information about the impact that recently adopted or issued accounting guidance will have on us, refer to “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements.

69

Critical Accounting Policies and Estimates

Customers has adopted various accounting policies that govern the application of U.S. GAAP and that are consistent with general practices within the banking industry in the preparation of its consolidated financial statements. Customers’ significant accounting policies are described in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements. Certain accounting policies involve significant judgments and assumptions by Customers that have a material impact on the carrying value of certain assets. Customers considers these accounting policies to be critical accounting policies. The judgments and assumptions used are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions management makes, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of Customers’ assets.

The critical accounting policy that is both important to the portrayal of Customers’ financial condition and results of operations and requires complex, subjective judgments is the ACL. This critical accounting policy and material estimate, along with the related disclosures, are reviewed by Customers’ Audit Committee of the Board of Directors.

Allowance for Credit Losses

Customers’ ACL at December 31, 2024 represents Customers’ current estimate of the lifetime credit losses expected from its loan and lease portfolio and its unfunded lending-related commitments that are not unconditionally cancellable. Management estimates the ACL by projecting a lifetime loss rate conditional on a forecast of economic parameters and other qualitative adjustments, for the loans’ and leases’ expected remaining term.

Customers uses external sources in the creation of its forecasts, including current economic conditions and forecasts for macroeconomic variables over its reasonable and supportable forecast period (e.g., GDP growth rate, unemployment rate, BBB spread, commercial real estate and home price index). After the reasonable and supportable forecast period, which ranges from two to five years, the models revert the forecasted macroeconomic variables to their historical long-term trends, without specific predictions for the economy, over the expected life of the pool, while also incorporating prepayment assumptions into its lifetime loss rates. Internal factors that impact the quarterly allowance estimate include the level of outstanding balances, portfolio performance and assigned risk ratings. Significant loan/borrower attributes utilized in the models include property type, initial loan to value, assigned risk ratings, delinquency status, origination date, maturity date, initial FICO scores, and borrower industry and state.

The ACL may be affected materially by a variety of qualitative factors that Customers considers to reflect its current judgment of various events and risks that are not measured in our statistical procedures, including uncertainty related to the economic forecasts used in the modelled credit loss estimates, nature and volume of the loan and lease portfolio, credit underwriting policy exceptions, peer comparison, industry data, and model and data limitations. The qualitative allowance for economic forecast risk is further informed by multiple alternative scenarios, as deemed applicable, to arrive at a scenario or a composite of scenarios supporting the period-end ACL balance. The evaluation process is inherently imprecise and subjective as it requires significant management judgment based on underlying factors that are susceptible to changes, sometimes materially and rapidly. Customers recognizes that this approach may not be suitable in certain economic environments such that additional analysis may be performed at management’s discretion. Due in part to its subjectivity, the qualitative evaluation may be materially impacted during periods of economic uncertainty and late breaking events that could lead to revision of reserves to reflect management’s best estimate of expected credit losses.

The ACL is established in accordance with our ACL policy. The ACL Committee, which includes the President, Chief Financial Officer, Chief Accounting Officer, Chief Banking Officer, and Chief Credit Officer, among others, reviews the adequacy of the ACL each quarter, together with Customers’ risk management team. The ACL policy, significant judgments and the related disclosures are reviewed by Customers’ Audit Committee of the Board of Directors.

The net increase in our estimated ACL as of December 31, 2024 as compared to December 31, 2023 resulted primarily from an increase in commercial and industrial loan balances held for investment, partially offset by the recognition of improvements in macroeconomic forecasts and a decrease in consumer installment loan balances held for investment. The provision for credit losses on loans and leases for the year ended December 31, 2024 was $69.8 million, for an ending ACL balance of $141.7 million ($136.8 million for loans and leases and $4.9 million for unfunded lending-related commitments) as of December 31, 2024.

70

To determine the ACL as of December 31, 2024, Customers utilized Moody’s December 2024 Baseline forecast to generate its modelled expected losses and considered Moody’s other alternative economic forecast scenarios to qualitatively adjust the modelled ACL by loan portfolio in order to reflect management’s reasonable expectations of current and future economic conditions. The Baseline forecast at December 31, 2024 assumed slight improvements in macroeconomic forecasts compared to the macroeconomic forecasts used by Customers in 2023; the Federal Reserve Board lowering interest rates twice in 2025 and gradually reducing the policy rate to its neutral level by late 2026, as slower progress in reducing inflation and additional inflationary pressures from the new administration’s fiscal, tariff and immigration plans suggest a slower pace of normalization than previously expected; failures of several regional banks in the first half of 2023 and recent issues around other banks are not symptomatic of a broader problem in the U.S. financial system and policymakers’ aggressive response will ensure that the failures do not weaken the financial system or further undermine economic growth; the military conflict between Russia and Ukraine continuing for the foreseeable future but its impact on energy, agriculture and other commodity markets and the global economy has largely faded; the war in Israel not spreading to other parts of the Middle East and disrupting global energy markets and global shipping; the CPI rising 2.3% in 2025 and 2.8% in 2026; and the unemployment rate rising to 4.1% in 2025 and 2026. Customers continues to monitor the impact of the U.S. banking system weaknesses, the military conflicts between Russia and Ukraine and in the Middle East, inflation, and monetary and fiscal policy measures on the U.S. economy and, if pace of the expected recovery is worse than expected, further meaningful provisions for credit losses could be required.

The net increase in our estimated ACL as of December 31, 2024 as compared to December 31, 2023 resulted primarily from an increase in commercial and industrial loan balances held for investment, partially offset by the recognition of improvements in macroeconomic forecasts and a decrease in consumer installment loan balances held for investment. The provision for credit losses on loans and leases for the year ended December 31, 2023 was $70.8 million, for an ending ACL balance of $138.2 million ($135.3 million for loans and leases and $2.9 million for unfunded lending-related commitments) as of December 31, 2023. To determine the ACL as of December 31, 2023, Customers utilized Moody’s December 2023 Baseline forecast to generate its modelled expected losses and considered Moody’s other alternative economic forecast scenarios to qualitatively adjust the modelled ACL by loan portfolio in order to reflect management’s reasonable expectations of current and future economic conditions. The Baseline forecast at December 31, 2023 assumed lower growth rates in macroeconomic forecasts compared to the macroeconomic forecasts used by Customers in 2022; the Federal Reserve Board not raising the effective federal funds rate further as it has reached its terminal range of 5.25% to 5.5%, and easing gradually beginning in mid-2024; the federal government avoiding a shutdown in the fourth quarter 2023 and remaining in continuous operation through 2024; recent U.S. bank failures are not symptomatic of a broader problem in the U.S. financial system and policymakers’ aggressive response will ensure that the failures do not weaken the financial system or the U.S. economy; the military conflict between Russia and Ukraine continuing for the foreseeable future but its fallout on energy, agriculture and other commodity markets and the global economy fading; the war in Israel not broadening to a regional conflict and disrupting global energy markets; the CPI rising 2.8% in 2024 and 2.4% in 2025; and the unemployment rate rising to 4.0% in 2024 and 4.1% in 2025.

One of the most significant judgments influencing the ACL is the macroeconomic forecasts from Moody’s. Changes in the economic forecasts could significantly affect the estimated credit losses which could potentially lead to materially different allowance levels from one reporting period to the next. Given the dynamic relationship between macroeconomic variables within Customers’ modelling framework, it is difficult to estimate the impact of a change in any one individual variable on the ACL. However, to illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario. This scenario includes assumptions around the impact of the new administration’s tariffs and deportations on the economy being significantly worse than expected; elevated interest rates weakening credit-sensitive consumer spending much more than anticipated, and rising inflation causing the Federal Reserve Board to initially raise the fed fund rate; military conflict between Russia and Ukraine persisting longer than expected; worries grow that the military conflict in Israel escalating; unemployment beginning to increase significantly in the first quarter of 2025 and peaking in the first quarter of 2026. Under this scenario, as an example, the unemployment rate is estimated at 7.3% and 8.0% in 2025 and 2026, respectively. These numbers represent a 3.2% and 3.9% higher unemployment estimate than Baseline scenario projections of 4.1% for the same time periods, respectively. To demonstrate the sensitivity to key economic parameters, management calculated the difference between a 100% Baseline weighting and a 100% adverse scenario weighting for modelled results. This would result in an incremental quantitative impact to the ACL of approximately $77 million at December 31, 2024. This resulting difference is not intended to represent an expected increase in ACL levels since (i) Customers may use a weighted approach applied to multiple economic scenarios for its ACL process, (ii) the highly uncertain economic environment, (iii) the difficulty in predicting inter-relationships between macroeconomic variables used in various economic scenarios, and (iv) the sensitivity analysis does not account for any qualitative adjustments incorporated by Customers as part of its overall ACL framework.

71

There is no certainty that Customers’ ACL will be appropriate over time to cover losses in our portfolio as economic and market conditions may ultimately differ from our reasonable and supportable forecast. Additionally, events adversely affecting specific customers, industries, or Customers’ markets, such as geopolitical instability, risks of rising inflation or worsening of the U.S. banking system could severely impact our current expectations. If the credit quality of Customers’ customer base materially deteriorates or the risk profile of a market, industry, or group of customers changes materially, Customers’ net income and capital could be materially adversely affected which, in turn could have a material adverse effect on Customers’ financial condition and results of operations. The extent to which the geopolitical instability, risks of rising inflation and worsening of the U.S. banking system have and will continue to negatively impact Customers’ businesses, financial condition, liquidity and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision at this time.

For more information, refer to “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements.

Results of Operations

The following discussion of Customers Bancorp’s consolidated results of operations should be read in conjunction with its consolidated financial statements, including the accompanying notes. Please refer to Critical Accounting Policies and Estimates in this Management’s Discussion and Analysis and “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements for information concerning certain significant accounting policies and estimates applied in determining reported results of operations.

The following table sets forth the condensed statements of income for the years ended December 31, 2024 and 2023:

For the Years Ended December 31,
(dollars in thousands)20242023Change% Change
Net interest income$654,404$687,449$(33,045)(4.8)%
Provision for credit losses73,45174,611(1,160)(1.6)%
Total non-interest income60,43470,565(10,131)(14.4)%
Total non-interest expense417,014352,66364,35118.2%
Income before income tax expense224,373330,740(106,367)(32.2)%
Income tax expense42,90480,597(37,693)(46.8)%
Net income181,469250,143(68,674)(27.5)%
Preferred stock dividends15,04014,6953452.3%
Net income available to common shareholders$166,429$235,448$(69,019)(29.3)%

Customers reported net income available to common shareholders of $166.4 million for the year ended December 31, 2024, compared to $235.4 million for the year ended December 31, 2023. Factors contributing to the change in net income available to common shareholders for the year ended December 31, 2024 compared to the year ended December 31, 2023 were as follows:

72

Net interest income

Net interest income decreased $33.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to lower interest income in specialized lending, other commercial and industrial loans and leases and consumer installment loans and higher interest expense on deposits, offset in part by lower interest expense from lower average balances of borrowings. The decrease in interest income in specialized lending was mostly attributable to lower purchase discount accretion on the venture banking loan portfolio acquired in 2023. The average interest-earning assets decreased by $55.5 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease in interest-earning assets was primarily driven by decreases in specialized lending, PPP loans included in other commercial and industrial loans and leases, consumer installment loans and investment securities, partially offset by an increase in interest-earning deposits. Loan forgiveness and guarantee claims processing for the PPP program was substantially completed in early 2023. Consumer installment loans decreased as Customers continued its de-risking strategy and the build out of our held for sale strategy in 2024. Also in 2024, Customers executed investment securities portfolio repositioning to improve structural liquidity, reduce asset sensitivity and benefit margin. Customers invested the cash flows from investment securities, including proceeds from the sale of lower yielding investment securities into higher yielding loans and investment securities. NIM decreased by 14 basis points to 3.15% for the year ended December 31, 2024, from 3.29% for the year ended December 31, 2023. The lower purchase discount accretion on the venture banking loan portfolio acquired in 2023, reduced recognition of net deferred loan origination fees from PPP loans driven by lower loan forgiveness and guarantee payments and higher market interest rates on deposits contributed to the NIM decrease for the year ended December 31, 2024 compared to the year ended December 31, 2023. The higher market interest rates on deposits drove a 32 basis point increase in the cost of interest-bearing liabilities for the year ended December 31, 2024 compared to the year ended December 31, 2023. Customers’ total cost of deposits, including interest-bearing and non-interest bearing deposits, were 3.34% and 3.27% for the years ended December 31, 2024 and 2023, respectively, as higher market interest rates on deposits were partially offset by a favorable shift in deposit mix. Customers’ total cost of funds, including non-interest bearing deposits and borrowings, was 3.46% and 3.45% for the years ended December 31, 2024 and 2023, respectively.

Provision for credit losses

The $1.2 million decrease in the provision for credit losses included $1.0 million decrease in provision for credit losses on loans and leases for the year ended December 31, 2024 compared to the year ended December 31, 2023, which resulted primarily from the recognition of improvements in macroeconomic forecasts and a decrease in consumer installment loan balances held for investment, partially offset by an increase in commercial and industrial loan balances held for investment. The ACL on off-balance sheet credit exposures is presented within accrued interest payable and other liabilities in the consolidated balance sheet and the related provision is presented as part of other non-interest expense on the consolidated statement of income. The ACL on loans and leases held for investment, represented 1.04% of total loans and leases receivable at December 31, 2024, compared to 1.13% at December 31, 2023. Net charge-offs for the year ended December 31, 2024 were $68.3 million, or 50 basis points of average total loans and leases, compared to $69.0 million, or 48 basis points of average total loans and leases for the year ended December 31, 2023. The net charge-offs of $69.0 million for the year ended December 31, 2023 excludes $6.2 million of charge-offs for certain PCD loans acquired from the FDIC applied against $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of the venture banking loan portfolio on June 15, 2023. Subsequent recoveries and charge-offs of these PCD loans are included in the period in which they occur. The decrease in net charge-offs was primarily due to decreases in non-owner occupied commercial real estate and consumer installment loans, partially offset by higher charge-offs for commercial and industrial loans and subsequent recoveries of PCD loans acquired from the FDIC during the year ended December 31, 2023.

The provision for credit losses for the years ended December 31, 2024 and 2023 also included a provision for credit losses of $3.6 million and $3.8 million, respectively, on certain debt securities available for sale. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

73

Non-interest income

The $10.1 million decrease in non-interest income for the year ended December 31, 2024 compared to the year ended December 31, 2023 resulted primarily from increases of $26.4 million in net loss on sale of investment securities and $14.4 million in net loss on sale of loans and leases, which included a loss of $14.9 million on leases of commercial clean vehicles that were accounted for as sales-type leases during the year ended December 31, 2024, and a decrease of $2.3 million in bank-owned life insurance income. These decreases were offset in part by $11.4 million of unrealized gain on equity method investment with a fair value of $16.6 million purchased at discount for the year ended December 31, 2024, $5.0 million in loss on sale of capital call lines of credit for the year ended December 31, 2023, and increases of $6.9 million in loans fees, $5.5 million in other non-interest income and $4.5 million in commercial lease income for the year ended December 31, 2024 compared to the year ended December 31, 2023. The commercial clean vehicle leases generated the same amount of investment tax credits that were included as a benefit to income tax expense for the year ended December 31, 2024. Refer to “NOTE 8 – LEASES” to Customers’ audited consolidated financial statements for additional information on the sales-type leases of commercial clean vehicles. Refer to “NOTE 5 – INVESTMENT SECURITIES”, “NOTE 6 – LOANS HELD FOR SALE” and “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements for additional information on the sales of consumer installment loans and capital call lines of credit.

Non-interest expense

The $64.4 million increase in non-interest expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from increases of $42.6 million in salaries and employee benefits, $15.2 million in other non-interest expense, $6.6 million in FDIC assessments, non-income taxes and regulatory fees, $2.6 million in commercial lease depreciation, $1.7 million in occupancy and $1.4 million in advertising and promotion. These increases were offset in part by a legal settlement expense of $4.1 million for the year ended December 31, 2023, and decreases of $1.2 million in loan servicing, $0.4 million in technology, communication and bank operations and $0.2 million in professional services for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Included in the $6.6 million increase in FDIC assessments, non-income taxes and regulatory fees for the year ended December 31, 2024 compared to the year ended December 31, 2023 was $4.2 million in FDIC premiums related to periods prior to 2024 and a credit of $3.0 million for Pennsylvania bank shares taxes related to periods prior to 2024 that were recorded in the year ended December 31, 2024. Included in the $0.4 million decrease in technology, communication and bank operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 was $7.1 million of deposit servicing-related fees related to periods prior to 2024 that were recorded in the year ended December 31, 2024.

Income tax expense

Customers’ effective tax rate was 19.1% for the year ended December 31, 2024 compared to 24.4% for the year the ended December 31, 2023. The decrease in the effective tax rate for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to an increase in investment tax credits, including $14.9 million of investment tax credits generated from commercial clean vehicles in 2024, and tax on the surrender of bank-owned life insurance policies of $4.1 million in 2023 that did not exist in 2024, partially offset by the increase of unrecognized tax benefits in 2024. The investment tax credits from commercial clean vehicle leases were the same amount as the loss on leases of commercial clean vehicles included within net gain (loss) on sale of loans and leases.

Preferred stock dividends

Preferred stock dividends were $15.0 million and $14.7 million for the years ended December 31, 2024 and 2023, respectively. There were no changes to the amount of preferred stock outstanding during the years ended December 31, 2024 and 2023.

NET INTEREST INCOME

Net interest income (the difference between the interest earned on loans and leases, investments and interest-earning deposits with banks, and interest paid on deposits, borrowed funds and subordinated debt) is the primary source of Customers’ earnings. The following table summarizes Customers’ net interest income, related interest spread, net interest margin and the dollar amount of changes in interest income and interest expense for the major categories of interest-earning assets and interest-bearing liabilities for the years ended December 31, 2024 and 2023. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.

74

For the Years Ended December 31,For the Years Ended December 31,
202420232024 vs. 2023
(dollars in thousands)Average balanceInterest income or expenseAverage yield or costAverage balanceInterest income or expenseAverage yield or costDue to rateDue to volumeTotal
Assets
Interest-earning deposits$3,597,260$190,8425.31%$2,375,488$125,9235.30%$238$64,681$64,919
Investment securities (1)3,650,320180,2914.94%4,057,564200,6594.95%(402)(19,966)(20,368)
Loans and leases:
Commercial and industrial:
Specialized lending loans and leases (2)5,637,189483,0528.57%5,704,220513,9769.01%(24,926)(5,998)(30,924)
Other commercial and industrial loans (2)(3)1,564,167102,0016.52%1,976,924133,4516.75%(4,412)(27,038)(31,450)
Mortgage finance loans1,192,82762,3445.23%1,179,14167,6605.74%(6,092)776(5,316)
Multifamily loans2,116,16886,2634.08%2,165,06785,2043.94%3,004(1,945)1,059
Non-owner occupied commercial real estate loans1,412,20183,4845.91%1,423,92981,9705.76%2,177(663)1,514
Residential mortgages526,13324,0464.57%533,21323,2404.36%1,116(310)806
Installment loans1,104,470106,3409.63%1,437,078127,2378.85%10,473(31,370)(20,897)
Total loans and leases (4)13,553,155947,5306.99%14,419,5721,032,7387.16%(24,133)(61,075)(85,208)
Other interest-earning assets114,9839,1717.98%118,5748,0406.78%1,381(250)1,131
Total interest-earning assets20,915,7181,327,8346.35%20,971,1981,367,3606.52%(35,885)(3,641)(39,526)
Non-interest-earning assets518,472515,185
Total assets$21,434,190$21,486,383
Liabilities
Interest checking accounts$5,660,890248,4004.39%$6,048,797241,0253.98%23,576(16,201)7,375
Money market deposit accounts3,559,362159,5984.48%2,358,43793,4343.96%13,56552,59966,164
Other savings accounts1,595,35773,9474.64%1,029,95141,5564.03%7,00125,39032,391
Certificates of deposit2,434,622121,3674.99%4,401,855200,4224.55%17,782(96,837)(79,055)
Total interest-bearing deposits (5)13,250,231603,3124.55%13,839,040576,4374.17%51,798(24,923)26,875
Federal funds purchased%3,7811884.97%(188)(188)
Borrowings1,414,58370,1184.96%2,073,553103,2864.98%(414)(32,754)(33,168)
Total interest-bearing liabilities14,664,814673,4304.59%15,916,374679,9114.27%48,994(55,475)(6,481)
Non-interest-bearing deposits (5)4,807,6473,801,053
Total deposits and borrowings19,472,4613.46%19,717,4273.45%
Other non-interest-bearing liabilities217,172272,599
Total liabilities19,689,63319,990,026
Shareholders’ equity1,744,5571,496,357
Total liabilities and shareholders’ equity$21,434,190$21,486,383
Net interest income654,404687,449$(84,879)$51,834$(33,045)
Tax-equivalent adjustment1,5561,568
Net interest earnings$655,960$689,017
Interest spread2.89%3.07%
Net interest margin3.14%3.28%
Net interest margin tax equivalent (6)3.15%3.29%

(1)For presentation in this table, average balances and the corresponding average yields for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.

(2)Includes owner occupied commercial real estate loans.

(3)Includes PPP loans.

(4)Includes non-accrual loans, the effect of which is to reduce the yield earned on loans and leases, and deferred loan fees.

(5)Total costs of deposits (including interest bearing and non-interest-bearing) were 3.34% and 3.27% for the years ended December 31, 2024 and 2023, respectively.

(6)Tax-equivalent basis, using an estimated marginal tax rate of 26% for both the years ended December 31, 2024 and 2023, presented to approximate interest income as a taxable asset.

75

Net interest income decreased $33.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to lower interest income in specialized lending, other commercial and industrial loans and leases and consumer installment loans and higher interest expense on deposits, offset in part by lower interest expense from lower average balances of borrowings. The decrease in interest income in specialized lending was mostly attributable to lower purchase discount accretion on the venture banking loan portfolio acquired in 2023. The average interest-earning assets decreased by $55.5 million, primarily in specialized lending, PPP loans included in other commercial and industrial loans and leases, consumer installment loans and investment securities, partially offset by an increase in interest-earning deposits. Loan forgiveness and guarantee claims processing for the PPP program was substantially completed in early 2023. Consumer installment loans decreased as Customers continued its de-risking strategy and the build out of our held for sale strategy in 2024. Also in 2024, Customers executed investment securities portfolio repositioning to improve structural liquidity, reduce asset sensitivity and benefit margin. Customers invested the cash flows from investment securities, including proceeds from the sale of lower yielding investment securities into higher yielding loans and investment securities.

The NIM decreased by 14 basis points to 3.15% for the year ended December 31, 2024, from 3.29% for the year ended December 31, 2023 resulting primarily from lower purchase discount accretion on the venture banking loan portfolio acquired in 2023, reduced recognition of net deferred loan origination fees from PPP loans driven by lower loan forgiveness and guarantee payments, and higher market interest rates on deposits. The higher market interest rates on deposits drove a 32 basis point increase in the cost of interest-bearing liabilities. Customers’ total cost of deposits, including interest-bearing and non-interest bearing deposits was 3.34% and 3.27% for the years ended December 31, 2024 and 2023, respectively, as higher market interest rates on deposits were partially offset by a favorable shift in deposit mix. Customers’ total cost of funds, including non-interest bearing deposits and borrowings was 3.46% and 3.45% for the years ended December 31, 2024 and 2023, respectively.

PROVISION FOR CREDIT LOSSES

For more information about the provision and Customers’ ACL methodology and loss experience, see Critical Accounting Policies and Estimates and “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” and “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements.

Customers maintains an ACL to cover current expected credit losses as of the balance sheet date on loans and leases held for investment that are not reported at their fair value on a recurring basis. The ACL is increased through periodic provisions for credit losses on loans and leases that are charged as an expense on the consolidated statements of income and is reduced by charge-offs, net of recoveries. The loan and lease portfolio is reviewed quarterly to evaluate the performance of the portfolio and the adequacy of the ACL. The ACL is estimated as of the end of each quarter and compared to the balance recorded in the general ledger, net of charge-offs and recoveries. The allowance is adjusted to the estimated ACL balance with a corresponding charge (or debit) to the provision for credit losses on loans and leases.

The provision for credit losses is a charge to earnings to maintain the ACL at a level consistent with management’s assessment of expected lifetime losses in the loan and lease portfolio at the balance sheet date. Customers recorded a provision for credit losses on loans and leases of $69.8 million and $70.8 million for the years ended December 31, 2024 and 2023, respectively. Customers recorded a provision for credit losses of $2.0 million and a benefit to provision for credit losses of $0.1 million of lending-related commitments for the years ended December 31, 2024 and 2023, respectively. The $1.0 million decrease in the provision for credit losses for loans and leases for the year ended December 31, 2024 compared to the year ended December 31, 2023 resulted primarily from the recognition of improvements in macroeconomic forecasts and a decrease in consumer installment loan balances held for investment, partially offset by an increase in commercial and industrial loan balances held for investment.

Net charge-offs for the year ended December 31, 2024 were $68.3 million, or 50 basis points of average total loans and leases, compared to $69.0 million, or 48 basis points of average total loans and leases for the year ended December 31, 2023. The net charge-offs of $69.0 million for the year ended December 31, 2023 excludes $6.2 million of charge-offs for certain PCD loans acquired from the FDIC applied against $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of the venture banking loan portfolio on June 15, 2023. Subsequent recoveries and charge-offs of these PCD loans are included in the period in which they occur. The decrease in net charge-offs was primarily related to decreases in charge-offs for non-owner occupied commercial real estate and consumer installment loans, partially offset by higher charge-offs for commercial and industrial loans and subsequent recoveries of PCD loans acquired from the FDIC during the year ended December 31, 2023.

For more information about the provision and ACL and our loss experience on loans and leases, refer to “Credit Risk” and “Asset Quality” herein.

76

The provision for credit losses for the years ended December 31, 2024 and 2023 also included a provision for credit losses of $3.6 million and $3.8 million, respectively, on certain debt securities available for sale. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

NON-INTEREST INCOME

The table below presents the components of non-interest income for the years ended December 31, 2024 and 2023.

For the Years Ended December 31,Change% Change
(dollars in thousands)20242023
Commercial lease income$40,662$36,179$4,48312.4%
Loan fees27,16320,2166,94734.4%
Bank-owned life insurance9,44211,777(2,335)(19.8)%
Mortgage finance transactional fees4,1014,395(294)(6.7)%
Net gain (loss) on sale of loans and leases(15,628)(1,200)(14,428)NM
Loss on sale of capital call lines of credit(5,037)5,037(100.0)%
Net gain (loss) on sale of investment securities(27,009)(574)(26,435)NM
Unrealized gain on equity method investments11,43011,430NM
Other10,2734,8095,464113.6%
Total non-interest income$60,434$70,565$(10,131)(14.4)%

Commercial lease income

Commercial lease income represents income earned on commercial operating leases generated by Customers’ commercial equipment financing group in which Customers is the lessor. The $4.5 million increase in commercial lease income for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from the growth of Customers’ equipment finance business.

Loan fees

The $6.9 million increase in loan fees for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from increases in fees earned on unused lines of credit and other fees from borrowers.

Bank-owned life insurance

Bank-owned life insurance income represents income earned on life insurance policies owned by Customers including an increase in cash surrender value of the policies and any benefits paid by insurance carriers under the policies. The $2.3 million decrease in bank-owned life insurance income for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from a decrease in death benefits paid by insurance carriers under the policies.

77

Net gain (loss) on sale of loans and leases

The $14.4 million increase in net loss on sale of loans and leases for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from $14.9 million of loss on leases of commercial clean vehicles that were accounted for as sales-type leases, a loss of $0.3 million, inclusive of transaction costs, on sales of $202.5 million in consumer installment loans that were classified as held for sale, inclusive of $53.0 million of personal installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs, to two third-party sponsored VIEs and $0.4 million in losses, inclusive of transaction costs, on sales of commercial and industrial loans and other consumer loans for the year ended December 31, 2024, as compared to $0.2 million in net gains on sales of $78.6 million of SBA loans, $0.2 million in losses on sales of consumer installment loans and a loss of $1.2 million, inclusive of transaction costs, on sales of $556.7 million in consumer installment loans that were classified as held for sale, inclusive of $154.0 million of other installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs, to two third-party sponsored VIEs for the year ended December 31, 2023. The commercial clean vehicle leases generated the same amount of investment tax credits that were included as a benefit to income tax expense for the year ended December 31, 2024. Refer to “NOTE 8 – LEASES” to Customers’ audited consolidated financial statements for additional information on the sales-type leases of commercial clean vehicles. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 6 – LOANS HELD FOR SALE” to Customers’ audited consolidated financial statements for additional information on the sale of consumer installment loans to third-party sponsored VIEs. There can be no assurance that Customers will realize gains on the sale of loans in 2025, given the significant uncertainty in the capital markets.

Loss on sale of capital call lines of credit

The $5.0 million decrease in realized loss from the sale of capital call lines of credit for the year ended December 31, 2024 compared to the year ended December 31, 2023 reflected the sale of $670.0 million of short-term syndicated capital call lines of credit within specialized lending, inclusive of accrued interest and unamortized deferred loan origination costs for the year ended December 31, 2023, compared to no such sales for the year ended December 31, 2024. Customers decided to exit completely the non-strategic, short-term syndicated call lines of credit with borrowers that Customers had no deposit relationships during the year ended December 31, 2023. Refer to “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements for additional information.

Net gain (loss) on sale of investment securities

The $26.4 million increase in net loss on sale of investment securities for the year ended December 31, 2024 compared to the year ended December 31, 2023 reflects net losses realized from the sales of $624.9 million in AFS debt securities for the year ended December 31, 2024, compared to the sales of $297.4 million in AFS debt securities for the year ended December 31, 2023. In 2024, Customers executed investment securities portfolio repositioning to improve structural liquidity, reduce asset sensitivity and benefit margin. Customers invested the proceeds from the sale of lower yielding investment securities into higher yielding loans and investment securities. There can be no assurance that Customers will realize gains from sales of investment securities in 2025, given the significant uncertainty in the capital markets and fluctuations in our funding needs, which may impact Customers’ investment strategy.

Unrealized gain on equity method investments

The $11.4 million increase in unrealized gain on the equity method investments for the year ended December 31, 2024 compared to the year ended December 31, 2023 reflects unrealized gain from the equity method investments with fair value of $16.6 million purchased at discount during the year ended December 31, 2024.

Other non-interest income

The $5.5 million increase in other non-interest income for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from increases in income from equity investments, derivatives and deposit account fees.

78

NON-INTEREST EXPENSE

The table below presents the components of non-interest expense for the years ended December 31, 2024 and 2023.

For the Years Ended December 31,Change% Change
(dollars in thousands)20242023
Salaries and employee benefits$175,836$133,275$42,56131.9%
Technology, communication and bank operations65,15465,550(396)(0.6)%
Commercial lease depreciation32,54329,8982,6458.8%
Professional services34,97835,177(199)(0.6)%
Loan servicing15,90917,075(1,166)(6.8)%
Occupancy11,78910,0701,71917.1%
FDIC assessments, non-income taxes, and regulatory fees41,68435,0366,64819.0%
Advertising and promotion4,4893,0951,39445.0%
Legal settlement expense4,096(4,096)(100.0)%
Other34,63219,39115,24178.6%
Total non-interest expense$417,014$352,663$64,35118.2%

Salaries and employee benefits

The $42.6 million increase in salaries and employee benefits for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from an increase in average full-time equivalent team members including the addition of new banking teams, annual merit increases, incentives and severance.

Technology, communication and bank operations

The $0.4 million decrease in technology, communication and bank operations expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from a decrease in deposit servicing-related expenses resulting from lower servicing fees, partially offset by an increase of $9.0 million in fees for software and processing fees.

Customers incurred $19.6 million and $29.6 million in deposit servicing fees to BM Technologies, the successor entity to BMT that was divested on January 4, 2021, under the deposit servicing agreement, as amended, included within the technology, communication and bank operations expense during the years ended December 31, 2024 and 2023, respectively. On March 22, 2023, Customers agreed to amend and extend an existing white label relationship with a third party and BM Technologies, whereby Customers will continue to pay deposit servicing fees to BM Technologies. On December 1, 2023, Customers had an outflow of approximately $430.0 million of student-related deposits serviced by BM Technologies to a new sponsor bank. The remaining deposits serviced by BM Technologies in connection with an existing white label relationship are expected to remain at Customers Bank and continue to be serviced by BM Technologies until such accounts are transferred to another sponsor bank on or around March 31, 2025. The deposit servicing fees of $19.6 million incurred to BM Technologies for the year ended December 31, 2024 included $7.1 million for periods prior to 2024.

Commercial lease depreciation

The $2.6 million increase in commercial lease depreciation for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from the growth of the operating lease arrangements originated by Customers’ commercial equipment financing group in which Customers is the lessor.

Professional services

The $0.2 million decrease in professional services for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from decreases in legal fees related to loan transactions and PPP related matters and other professional services, partially offset by increases in consulting fees including to enhance the Bank’s risk management infrastructure.

Loan servicing

The $1.2 million decrease in loan servicing for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from lower balances in consumer installment loans serviced by third parties.

79

Occupancy

The $1.7 million increase in occupancy for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to higher lease expense and depreciation and amortization associated with the Bank’s expansion.

FDIC assessments, non-income taxes, and regulatory fees

The $6.6 million increase in FDIC assessments, non-income taxes and regulatory fees for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from an increase in FDIC assessment rates and FDIC premiums of $4.2 million relating to periods prior to 2024, partially offset by a decrease of $3.0 million in FDIC special assessments and a credit of $3.0 million for Pennsylvania bank shares taxes relating to periods prior to 2024.

Customers incurred FDIC special assessments of $0.7 million and $3.7 million for the years ended December 31, 2024 and 2023, respectively. In November 2023, FDIC issued a final rule to implement a special assessment of 3.36 basis points on the uninsured deposits in excess of $5 billion as of December 31, 2022 to recover the losses arising from the closures of Silicon Valley Bank and Signature Bank in early March 2023. The special assessment is paid over eight quarterly periods beginning in the first quarter 2024. Customers had approximately $6.4 billion in uninsured deposits as of December 31, 2022. The FDIC currently projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at an estimated quarterly rate of 1.69 basis points. The total special assessment amount to be paid by Customers, including the projected number of additional quarters and the estimated rate applicable to those quarters, are subject to change depending on any future adjustments to estimated losses or amendments to uninsured deposits by the FDIC.

Advertising and promotion

The $1.4 million increase in advertising and promotion expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from higher spending on advertising agencies and media.

Legal settlement expense

The $4.1 million decrease in legal settlement expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 reflects expenses from a settlement with a third party PPP service provider during the year ended December 31, 2023.

Other non-interest expenses

The $15.2 million increase in other non-interest expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from increases in fees paid to a fintech company related to consumer installment loans originated and held for sale as a part of the Bank’s held for sale strategy and the provision for credit losses on unfunded lending-related commitments.

INCOME TAXES

The table below presents income tax expense and the effective tax rate for the years ended December 31, 2024 and 2023.

For the Years Ended December 31,
(dollars in thousands)20242023Change% Change
Income before income tax expense$224,373$330,740$(106,367)(32.2)%
Income tax expense42,90480,597(37,693)(46.8)%
Effective tax rate19.1%24.4%

The $37.7 million decrease in income tax expense for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from lower pre-tax income and an increase in investment tax credits, including $14.9 million of investment tax credits generated from commercial clean vehicles in 2024, partially offset by the increase of unrecognized tax benefits in 2024. The income tax expense for the year ended December 31, 2023 also included $4.1 million from the surrender of bank-owned life insurance policies that did not repeat in 2024. The investment tax credits from commercial clean vehicles were the same amount as the loss on leases of commercial clean vehicles included within net gain (loss) on sale of loans and leases.

The decrease in the effective tax rate for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily resulted from an increase in investment tax credits in 2024 and tax on the surrender of bank-owned life insurance policies in 2023 that did not repeat in 2024, partially offset by the increase of unrecognized tax benefits in 2024. For the reconciliation of the effective tax rate and the statutory federal tax rate, refer to “NOTE 15 – INCOME TAXES” to Customers’ audited consolidated financial statements.

80

PREFERRED STOCK DIVIDENDS

Preferred stock dividends were $15.0 million and $14.7 million for the years ended December 31, 2024 and 2023, respectively. There were no changes to the amount of preferred stock outstanding during the years ended December 31, 2024 and 2023.

On June 15, 2021, the Series E Preferred Stock became floating at three-month LIBOR plus 5.14%, compared to a fixed rate of 6.45%. On December 15, 2021, the Series F Preferred Stock became floating at three-month LIBOR plus 4.762%, compared to a fixed rate of 6.00%. Pursuant to the Adjustable Interest Rate (LIBOR) Act enacted by Congress on March 15, 2022, Customers substituted three-month term SOFR plus a tenor spread adjustment of 26.161 basis points for three-month LIBOR as the benchmark reference rate on Series E and F Preferred Stock, plus 5.14% and 4.762%, respectively, beginning with dividends declared on October 25, 2023.

Financial Condition

General

Customers’ total assets were $22.3 billion at December 31, 2024. This represented an increase of $992.0 million from total assets of $21.3 billion at December 31, 2023. The increase in total assets was primarily driven by increases of $1.2 billion in loans and leases receivable, $423.2 million in loans receivable, mortgage finance, at fair value and $114.6 million in other assets, partially offset by decreases of $385.9 million in investment securities, at fair value, $135.5 million in loans held for sale, $111.2 million in investment securities held to maturity and $60.4 million in cash and cash equivalents.

Total liabilities were $20.5 billion at December 31, 2024. This represented an increase of $793.7 million from $19.7 billion at December 31, 2023. The increase in total liabilities primarily resulted from an increase of $926.2 million in total deposits, partially offset by decreases of $74.9 million in FHLB advances, $33.2 million in accrued interest payable and other liabilities and $24.8 million in other borrowings.

The following table sets forth certain key condensed balance sheet data as of December 31, 2024 and 2023:

December 31,
(dollars in thousands)20242023Change% Change
Cash and cash equivalents$3,785,931$3,846,346$(60,415)(1.6)%
Investment securities, at fair value2,019,6942,405,640(385,946)(16.0)%
Investment securities held to maturity991,9371,103,170(111,233)(10.1)%
Loans held for sale204,794340,317(135,523)(39.8)%
Loans and leases receivable13,127,63411,963,8551,163,7799.7%
Loans receivable, mortgage finance, at fair value1,321,128897,912423,21647.1%
Allowance for credit losses on loans and leases(136,775)(135,311)(1,464)1.1%
Bank-owned life insurance297,641292,1935,4481.9%
Other assets481,395366,829114,56631.2%
Total assets22,308,24121,316,265991,9764.7%
Total deposits18,846,46117,920,236926,2255.2%
FHLB advances1,128,3521,203,207(74,855)(6.2)%
Other borrowings99,068123,840(24,772)(20.0)%
Subordinated debt182,509182,2302790.2%
Accrued interest payable and other liabilities215,168248,358(33,190)(13.4)%
Total liabilities20,471,55819,677,871793,6874.0%
Total shareholders’ equity1,836,6831,638,394198,28912.1%
Total liabilities and shareholders’ equity$22,308,241$21,316,265$991,9764.7%

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks and interest-earning deposits. Cash and due from banks consists mainly of vault cash and cash items in the process of collection. Cash and due from banks were $56.8 million and $45.2 million at December 31, 2024 and 2023, respectively. Cash and cash due from banks balances vary from day to day, primarily due to variations in customers’ deposit activities with the Bank.

81

Interest-earning deposits consist of cash deposited at other banks, primarily the FRB. Interest-earning deposits were $3.7 billion and $3.8 billion at December 31, 2024 and 2023, respectively. The balance of interest-earning deposits varies from day to day, depending on several factors, such as fluctuations in customers’ deposits with Customers, payment of checks drawn on customers’ accounts and strategic investment decisions made to optimize Customers’ net interest income, while effectively managing interest-rate risk and liquidity. The decrease in interest-earning deposits since December 31, 2023 primarily resulted from deploying excess cash into loans and investment securities.

Investment securities at fair value

The investment securities portfolio is an important source of interest income and liquidity. It consists primarily of mortgage-backed securities and collateralized mortgage obligations guaranteed by agencies of the United States government, asset-backed securities, collateralized loan obligations, commercial mortgage-backed securities, private label collateralized mortgage obligations, corporate notes and certain equity securities. In addition to generating revenue, the investment portfolio is maintained to manage interest-rate risk, provide liquidity, serve as collateral for other borrowings, and diversify the credit risk of interest-earning assets. The portfolio is structured to optimize net interest income given the changes in the economic environment, liquidity position and balance sheet mix.

At December 31, 2024, investment securities at fair value totaled $2.0 billion compared to $2.4 billion at December 31, 2023. The decrease primarily resulted from the maturities, calls and principal repayments totaling $629.2 million and the sales of $624.9 million, partially offset by purchases of $845.8 million of the investment securities.

For financial reporting purposes, AFS debt securities are reported at fair value. Unrealized gains and losses on AFS debt securities, other than credit losses, are included in other comprehensive income (loss) and reported as a separate component of shareholders’ equity, net of the related tax effect. Changes in the fair value of equity securities with a readily determinable fair value and securities reported at fair value based on a fair value option election are recorded in non-interest income in the period in which they occur. Customers recorded a provision for credit losses of $3.6 million and $3.8 million on certain debt securities available for sale during the years ended December 31, 2024 and 2023, respectively. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 19 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS” to Customers’ audited consolidated financial statements for additional information.

The following table sets forth information about the maturities and weighted-average yield of the AFS debt securities portfolio. The weighted-average yield is computed based on a constant effective interest rate over the contractual life of each security adjusted for prepayment estimates, and considers the contractual coupon, amortization of premiums and accretion of discounts. Yields exclude the impact of related hedging derivatives.

December 31, 2024
Within one yearAfter one but within five yearsAfter five but within ten yearsNo specific maturityTotal
Asset-backed securities%%%1.39%1.39%
Agency-guaranteed residential mortgage-backed securities5.525.52
Agency-guaranteed residential collateralized mortgage obligations3.933.93
Agency-guaranteed commercial collateralized mortgage obligations5.515.51
Collateralized loan obligations6.316.31
Commercial mortgage-backed securities5.865.86
Corporate notes9.996.486.256.78
Private label collateralized mortgage obligations4.844.84
Weighted-average yield9.99%6.48%6.25%3.76%5.59%

The agency-guaranteed mortgage-backed securities and collateralized mortgage obligations in the AFS portfolio were issued by Ginnie Mae and Freddie Mac, and contain guarantees for the collection of principal and interest on the underlying mortgages.

Investment securities held to maturity

At December 31, 2024, investment securities held to maturity totaled $991.9 million compared to $1.1 billion at December 31, 2023. The decrease primarily resulted from the maturities, calls and principal repayments totaling $291.5 million, partially offset by purchases of $160.0 million of asset-backed securities investments in VIEs in connection with the sales of consumer installment loans and $15.0 million of CRA-qualified, agency-guaranteed collateralized mortgage obligations.

82

During the year ended December 31, 2024, Customers sold $202.5 million of personal and other installment loans that were classified as held for sale, inclusive of $53.0 million of personal installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs, to two third-party sponsored VIEs. Customers provided financing to the purchasers for a portion of the sale price in the form of $160.0 million of asset-backed securities collateralized by the sold loans. Customers accounts for its investment in the asset-backed securities as HTM debt securities on the consolidated balance sheet. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

The following table sets forth information about the maturities and weighted-average yield of the investment securities held to maturity. The weighted-average yield is computed based on a constant effective interest rate over the contractual life of each security adjusted for prepayment estimates, and considers the contractual coupon, amortization of premiums, accretion of discounts and amortization of unrealized losses upon transfer from investment securities available for sale to held to maturity, along with the unrealized loss in accumulated other comprehensive income.

December 31, 2024
Within one yearAfter one but within five yearsAfter five but within ten yearsNo specific maturityTotal
Asset-backed securities%%%5.54%5.54%
Agency-guaranteed residential mortgage-backed securities1.791.79
Agency-guaranteed commercial mortgage-backed securities1.771.77
Agency-guaranteed residential collateralized mortgage obligations1.891.89
Agency-guaranteed commercial collateralized mortgage obligations2.392.39
Private label collateralized mortgage obligations4.614.61
Weighted-average yield%%%4.21%4.21%

The agency-guaranteed mortgage-backed securities and collateralized mortgage obligations in the HTM portfolio were issued by Fannie Mae, Freddie Mac and Ginnie Mae, and contain guarantees for the collection of principal and interest on the underlying mortgages.

Investment securities classified as HTM are those debt securities that Customers has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs, or changes in general economic conditions. For financial reporting purposes, these securities are reported at cost, adjusted for the amortization of premiums and accretion of discounts, computed by a method which approximates the interest method over the terms of the securities. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 19 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS” to Customers’ audited consolidated financial statements for additional information.

LOANS AND LEASES

Existing lending relationships are primarily with small and middle market businesses and individual consumers primarily in Berks County and Southeastern Pennsylvania (Bucks, Chester and Philadelphia Counties); New York (Westchester and Suffolk Counties, and Manhattan); Hamilton, New Jersey; Boston, Massachusetts; Providence, Rhode Island; Portsmouth, New Hampshire; California (Southern California and the Bay Area); Nevada (Las Vegas and Reno); and nationally for certain loan and deposit products. The portfolio of specialized lending loans and leases and mortgage finance loans is nationwide. The loan portfolio consists primarily of loans to support mortgage companies’ funding needs, multifamily, commercial real estate and commercial and industrial loans. Customers continues to focus on small and middle market business loans to grow its commercial lending efforts, particularly its commercial and industrial loan and lease portfolio and its specialized lending business. Customers also focuses its lending efforts on local-market mortgage and home equity lending and the origination and purchase of unsecured consumer loans (installment loans), including personal, student loan refinancing, home improvement and medical loans through arrangements with fintech companies and other market place lenders nationwide. Customers is transitioning its consumer installment lending strategy from a held for investment to a held for sale business to reduce its exposure to credit risk.

Commercial Lending

Customers’ commercial lending is broadly divided into the following groups: small and middle market business banking, specialized banking, multifamily and commercial real estate lending, mortgage finance, and SBA lending. This grouping is designed to allow for greater resource deployment, higher standards of risk management, strong asset quality, lower interest-rate risk and higher productivity levels.

83

As of December 31, 2024, Customers had $13.2 billion in commercial loans outstanding, totaling approximately 90.1% of its total loan and lease portfolio, which includes loans held for sale and loans receivable, mortgage finance, at fair value, compared to commercial loans outstanding of $11.5 billion, comprising approximately 86.8% of its total loan and lease portfolio at December 31, 2023.

The commercial lending group focuses primarily on companies with annual revenues ranging from $1 million to $100 million, which typically have credit requirements between $0.5 million and $10 million. The small and middle market business banking platform originates loans, including SBA loans, through the branch network sales force and a team of dedicated relationship managers. The support administration of this platform is centralized, including technology, risk management, product management, marketing, performance tracking and overall strategy. Credit and sales training has been established for Customers’ sales force, ensuring that it has small business experts in place providing appropriate financial solutions to the small business owners in its communities. The division approach focuses on industries that offer high asset quality and are deposit rich to drive profitability.

Customers’ specialized banking includes equipment finance, healthcare lending, real estate specialty finance, fund finance, technology and venture capital banking and financial institutions group. In 2021, Customers added three new verticals within its specialized lending, which included capital call lines, technology and venture capital banking and financial institutions group to further build its franchise and support the growth of its commercial lending. Customers’ lender finance vertical within fund finance provides variable rate loans secured by diverse collateral pools to private debt funds. Customers’ capital call lines vertical within fund finance provides variable rate loans secured by collateral pools and limited partnership commitments from institutional investors in private equity funds and cash management services to the alternative investment industry. Customers’ technology and venture capital banking group services the venture-backed growth industry from seed-stage through late-stage.

In 2023, Customers acquired a venture banking loan portfolio from the FDIC. Customers has also recruited team members that originated these loans to service the venture-backed growth industry from seed-stage through late-stage. The newly recruited team gives clients access to the capital to grow from innovation to maturity and leverage a customized, best-in-class tech platform to support their growth. The team has long-standing relationships with these clients offering them premier end-to-end financial services meeting their needs. The addition of these team members created venture banking client coverage in Austin, the Bay Area, Boston, Southern California, Chicago, Denver, Raleigh/Durham, and Washington, D.C. The technology and life sciences portfolio was combined with Customers’ existing technology and venture capital banking vertical. The portfolio of capital call loans to venture capital firms was combined with Customers’ existing capital call lines vertical within fund finance.

Customers’ mortgage finance primarily provides financing to mortgage bankers for residential mortgage originations from loan closing until sale in the secondary market. The underlying residential loans are taken as collateral for Customers’ commercial loans to the mortgage companies. As of December 31, 2024 and 2023, mortgage finance loans totaled $1.3 billion and $897.9 million, respectively, and are reported as loans receivable, mortgage finance, at fair value on the consolidated balance sheet.

Customers’ commercial equipment financing group goes to market through the following origination platforms: vendors, intermediaries, direct and capital markets. The commercial equipment financing group is primarily focused on serving the following industries: transportation, construction (including crane and utility), marine, franchise, general manufacturing (including machine tool), helicopter/fixed wing, solar, packaging, plastics and food processing. As of December 31, 2024 and 2023, Customers had $675.4 million and $547.0 million, respectively, of equipment finance loans outstanding. As of December 31, 2024 and 2023, Customers had $262.7 million and $205.7 million, respectively, of equipment finance leases outstanding. As of December 31, 2024 and 2023, Customers had $214.9 million and $205.7 million, respectively, of operating leases entered into under this program, net of accumulated depreciation of $95.1 million and $77.7 million, respectively.

Customers’ multifamily lending group is focused on retaining a portfolio of high-quality multifamily loans within Customers’ covered markets. These lending activities use conservative underwriting standards and primarily target the refinancing of loans with other banks or provide purchase money for new acquisitions by borrowers. The primary collateral for these loans is a first lien mortgage on the multifamily property, plus an assignment of all leases related to such property. As of December 31, 2024, Customers had multifamily loans of $2.3 billion outstanding, comprising approximately 15.4% of the total loan and lease portfolio, compared to $2.1 billion, or approximately 16.2% of the total loan and lease portfolio, at December 31, 2023.

84

Consumer Lending

Customers provides unsecured consumer installment loans, residential mortgage and home equity loans to customers nationwide primarily through relationships with fintech companies. Customers has continued to build out its held-for-sale strategy in 2024 in which we accumulate loans with the intent to sell in the future while reducing consumer installment loans held for investment. The installment loan portfolio consists largely of originated and purchased personal, student loan refinancing, home improvement and medical loans. None of the loans held for investment are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660. Customers has been selective in the consumer loans it has been purchasing. Home equity lending is offered to solidify customer relationships and grow relationship revenues in the long term. This lending is important in Customers’ efforts to grow total relationship revenues for its consumer households. As of December 31, 2024, Customers had $1.4 billion in consumer loans outstanding (including consumer loans held for investment and held for sale), or 9.9% of the total loan and lease portfolio, compared to $1.7 billion, or 13.2% of the total loan and lease portfolio, as of December 31, 2023.

Purchases and sales of loans held for investment were as follows for the years ended December 31, 2024, 2023 and 2022:

For the Years Ended December 31,
(amounts in thousands)202420232022
Purchases (1)
Specialized lending$$631,252$
Other commercial and industrial9,01922,0732,975
Commercial real estate owner occupied2,867
Residential real estate4,238207,251
Personal installment (2)189,374123,785
Other installment (2)96,758149,969
Total$198,393$757,188$483,980
Sales (3)
Specialized lending (4)$$287,185$2,200
Other commercial and industrial (5)23,70854,08322,880
Multifamily2,879
Commercial real estate owner occupied (5)24,5228,960
Commercial real estate non-owner occupied16,000
Personal installment (6)53,598500,001
Other installment154,042
Total$77,306$535,832$536,920

(1)Amounts reported in the above table are the unpaid principal balance at time of purchase. The purchase price was 97.5%, 87.9% and 99.1% of the loans’ unpaid principal balance for the years ended December 31, 2024, 2023 and 2022, respectively.

(2)Installment loan purchases for the years ended December 31, 2024, 2023 and 2022 consist of third-party originated unsecured consumer loans. None of the loans held for investment are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660.

(3)For the years ended December 31, 2024, 2023 and 2022, sales of loans held for investment resulted in net losses of $0.4 million and net gains of $0.2 million and $3.2 million, respectively, included in net gain (loss) on sale of loans and leases in the consolidated statements of income.

(4)Includes a loss of $5.0 million from the sale of $670.0 million of short-term syndicated capital call lines of credit ($280.7 million of loans held for investment in unpaid principal balance and $389.3 million of unfunded loan commitments) included in loss on sale of capital call lines of credit in the consolidated statement of income for the year ended December 31, 2023.

(5)Primarily sales of SBA loans for the years ended December 31, 2023 and 2022.

(6)Customers sold $521.8 million of consumer installment loans held for investment, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE for a loss of $23.5 million included in loss on sale of consumer installment loans in the consolidated statement of income for the year ended December 31, 2022. Customers provided financing to the purchaser for a portion of the sales price in the form of $400.0 million of asset-backed securities. $100.7 million of the remaining sales proceeds were paid in cash. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

85

Loans Held for Sale

The composition of loans held for sale as of December 31, 2024 and 2023 was as follows:

December 31,
(amounts in thousands)20242023
Residential mortgage loans, at fair value$1,836$1,215
Personal installment loans, at lower of cost or fair value40,903151,040
Other installment loans, at fair value162,055188,062
Loans held for sale$204,794$340,317

At December 31, 2024, loans held for sale totaled $204.8 million, or 1.4% of the total loan and lease portfolio, and $340.3 million, or 2.6% of the total loan and lease portfolio, at December 31, 2023.

During the year ended December 31, 2024, Customers sold $202.5 million of personal and other installment loans that were classified as held for sale, inclusive of $53.0 million of personal installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs, to two third-party sponsored VIEs. Customers provided financing to the purchasers for a portion of the sales price in the form of $160.0 million of asset-backed securities while $40.2 million of the remaining sales proceeds were paid in cash.

During the year ended December 31, 2023, Customers sold $556.7 million of personal and other installment loans that were classified as held for sale, inclusive of $154.0 million of other installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs to two third-party sponsored VIEs. Customers provided financing to the purchasers for a portion of the sales price in the form of $436.8 million of asset-backed securities while $115.1 million of the remaining sales proceeds were paid in cash. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

Loans held for sale are reported on the consolidated balance sheet at either fair value (due to the election of the fair value option) or at the lower of cost or fair value. An ACL is not recorded on loans that are classified as held for sale.

86

Total Loans and Leases Receivable

The composition of total loans and leases receivable (excluding loans held for sale) was as follows:

December 31,
(amounts in thousands)20242023
Loans and leases receivable:
Commercial:
Commercial and industrial:
Specialized lending (1)$5,842,420$5,006,693
Other commercial and industrial (2)1,182,3501,279,147
Multifamily2,252,2462,138,622
Commercial real estate owner occupied1,100,944797,319
Commercial real estate non-owner occupied1,359,1301,177,650
Construction147,209166,393
Total commercial loans and leases receivable11,884,29910,565,824
Consumer:
Residential real estate496,559484,435
Manufactured housing33,12338,670
Installment:
Personal463,854555,533
Other249,799319,393
Total consumer loans receivable1,243,3351,398,031
Loans and leases receivable13,127,63411,963,855
Loans receivable, mortgage finance, at fair value1,321,128897,912
Allowance for credit losses on loans and leases(136,775)(135,311)
Total loans and leases receivable, net of allowance for credit losses on loans and leases (3)$14,311,987$12,726,456

(1)Includes direct finance and sales-type equipment leases of $262.7 million and $205.7 million at December 31, 2024 and 2023, respectively.

(2)Includes PPP loans of $22.8 million and $74.7 million at December 31, 2024 and 2023, respectively. The PPP loans are fully guaranteed by the SBA, provided that the SBA’s eligibility criteria are met and earn a fixed interest rate of 1%. Customers substantially completed processing forgiveness and guarantee claims for the PPP in early 2023.

(3)Includes deferred (fees) costs and unamortized (discounts) premiums, net of $(20.8) million and $(22.7) million at December 31, 2024 and 2023, respectively.

Loans and leases receivable

Loans and leases receivable (excluding loans held for sale and loans receivable, mortgage finance, at fair value), net of the ACL, increased by $1.2 billion to $13.0 billion at December 31, 2024, from $11.8 billion at December 31, 2023. The increase in loans and leases receivable, net of the ACL, was primarily attributable to higher balances in specialized lending, multifamily, owner-occupied and non-owner occupied commercial real estate loans, partially offset by $1.5 million increase in ACL, as further described below, from December 31, 2023. The overall loans and leases receivable fluctuations were the result of Customers selectively pursuing disciplined loan growth by focusing on holistic and strategic banking relationships that create franchise value, while executing on the held-for-sale strategy and de-risking the held-for-investment consumer installment loan portfolio in 2024.

87

The following table presents Customers’ loans receivable (excluding loans held for sale and loans receivable, mortgage finance, at fair value) as of December 31, 2024 based on the remaining term to contractual maturity:

(amounts in thousands)Within one yearAfter one but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
Commercial loans:
Commercial and industrial, including specialized lending$1,377,299$4,397,073$1,183,761$66,637$7,024,770
Multifamily50,638424,8091,776,7992,252,246
Commercial real estate owner occupied156,610611,515219,892112,9271,100,944
Commercial real estate non-owner occupied271,708837,390250,0321,359,130
Construction59,78252,28029,9825,165147,209
Total commercial loans$1,916,037$6,323,067$3,460,466$184,729$11,884,299
Consumer loans:
Residential real estate$1,228$1,008$9,198$485,125$496,559
Manufactured housing2623,76124,2074,89333,123
Installment23,460427,397148,751114,045713,653
Total consumer loans$24,950$432,166$182,156$604,063$1,243,335

The following table presents the distribution of those loans that mature in more than one year between predetermined rates and floating or adjustable rates as of December 31, 2024:

(amounts in thousands)Predetermined ratesFloating or adjustable ratesTotal
Commercial loans:
Commercial and industrial, including specialized lending$1,168,262$4,479,209$5,647,471
Multifamily255,9831,945,6252,201,608
Commercial real estate owner occupied114,837829,497944,334
Commercial real estate non-owner occupied613,300474,1221,087,422
Construction7,87179,55687,427
Total commercial loans$2,160,253$7,808,009$9,968,262
Consumer loans:
Residential real estate$407,345$87,986$495,331
Manufactured housing32,86132,861
Installment690,193690,193
Total consumer loans$1,130,399$87,986$1,218,385

Loans receivable, mortgage finance, at fair value

The mortgage finance product line primarily provides financing to mortgage companies nationwide from the time of origination of the underlying mortgage loans until the mortgage loans are sold into the secondary market. As a mortgage finance lender, Customers provides a form of financing to mortgage bankers by purchasing for resale the underlying residential mortgages on a short-term basis under a master repurchase agreement. These loans are reported as loans receivable, mortgage finance, at fair value on the consolidated balance sheets. Because these loans are reported at their fair value, they do not have an ACL and are therefore excluded from ACL-related disclosures. At December 31, 2024, all of Customers’ mortgage finance loans were current in terms of payment.

88

Customers is subject to the risks associated with such lending, including, but not limited to, the risks of fraud, bankruptcy and default of the mortgage banker or of the underlying residential borrower, any of which could result in credit losses. Customers’ mortgage finance lending team members monitor these mortgage originators by obtaining financial and other relevant information to reduce these risks during the lending period. Loans receivable, mortgage finance, at fair value totaled $1.3 billion and $897.9 million at December 31, 2024 and 2023, respectively.

Credit Risk

Customers manages credit risk by maintaining diversification in its loan and lease portfolio, establishing and enforcing prudent underwriting standards and collection efforts, and continuous and periodic loan and lease classification reviews. Management also considers the effect of credit risk on financial performance by reviewing quarterly and maintaining an adequate ACL. Credit losses are charged-off when they are identified, and provisions are added for current expected credit losses, to the ACL at least quarterly. The ACL is estimated at least quarterly.

The provision for credit losses on loans and leases was $69.8 million and $70.8 million for the years ended December 31, 2024 and 2023, respectively. The ACL maintained for loans and leases receivable (excluding loans held for sale and loans receivable, mortgage finance, at fair value) was $136.8 million, or 1.04% of loans and leases receivable at December 31, 2024, and $135.3 million, or 1.13% of loans and leases receivable at December 31, 2023.

The increase in the ACL resulted primarily from an increase in commercial and industrial loan balances held for investment, partially offset by the recognition of improvement in macroeconomic forecasts and a decrease in consumer installment loan balances held for investment. Net charge-offs were $68.3 million for the year ended December 31, 2024, a decrease of $0.7 million compared to $69.0 million for the year ended December 31, 2023. The net charge-offs for year ended December 31, 2023 excluded $6.2 million of charge-offs for certain PCD loans acquired from the FDIC applied against $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of the venture banking loan portfolio on June 15, 2023. The decrease in net charge-offs was primarily due to decreases in charge-offs for non-owner occupied commercial real estate and consumer installment loans, partially offset by higher charge-offs for commercial and industrial loans and subsequent recoveries of PCD loans acquired from the FDIC during the year ended December 31, 2023. Installment charge-offs were attributable to unsecured consumer loans originated and purchased through arrangements with fintech companies and other market place lenders. Refer to the table of changes in Customers’ ACL for annualized net-charge offs to average loans by loan type for the periods indicated.

89

The table below presents changes in Customers’ ACL for the periods indicated.

(dollars in thousands)Commercial and industrial (1)(2)MultifamilyCommercial real estate owner occupiedCommercial real estate non-owner occupiedConstructionResidential real estateManufactured housingInstallmentTotal
Ending Balance, December 31, 2021$12,702$4,477$3,213$6,210$692$2,383$4,278$103,849$137,804
Charge-offs (3)(16,248)(1,990)(6,075)(17)(52,866)(77,196)
Recoveries (3)1,18233751121236648,83710,828
Provision (benefit) for credit losses on loans and leases19,94611,7173,19010,9639853,6641528,87159,488
Ending Balance, December 31, 2022$17,582$14,541$6,454$11,219$1,913$6,094$4,430$68,691$130,924
Allowance for credit losses on FDIC PCD loans, net of charge-offs (4)2,5762,576
Charge-offs (3)(16,915)(3,574)(39)(4,527)(69)(69,942)(95,066)
Recoveries (3)8,472343151163517,05926,031
Provision (benefit) for credit losses on loans and leases11,7885,3763,4339,852(547)526(191)40,60970,846
Ending Balance, December 31, 2023$23,503$16,343$9,882$16,859$1,482$6,586$4,239$56,417$135,311
Charge-offs (3)(23,735)(4,073)(365)(145)(38)(56,109)(84,465)
Recoveries (3)5,689107910,35216,130
Provision (benefit) for credit losses on loans and leases23,9226,2411,238691(242)(659)(410)39,01869,799
Ending Balance, December 31, 2024$29,379$18,511$10,755$17,405$1,250$5,968$3,829$49,678$136,775
Net Charge-offs to Average Loans and Leases
2022(0.22)%(0.08)%0.01%(0.50)%0.14%0.01%%(2.48)%(0.50)%
2023(0.12)%(0.17)%0.00%(0.34)%0.06%(0.01)%%(4.65)%(0.53)%
2024(0.28)%(0.19)%(0.04)%(0.01)%0.01%0.01%%(5.90)%(0.56)%

(1)    Includes specialized lending.

(2)    PPP loans include an embedded credit enhancement from the SBA, which guarantees 100% of the principal and interest owed by the borrower provided that the SBA’s eligibility criteria are met. As a result, the eligible PPP loans do not have an ACL.

(3)    Charge-offs and recoveries on PCD loans that are accounted for in pools are recognized on a net basis when the pool matures.

(4)    Represents $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of a Venture Banking loan portfolio (included within specialized lending) from the FDIC on June 15, 2023, net of $6.2 million of charge-offs for certain of these PCD loans upon acquisition.

The ACL is based on a quarterly evaluation of the loan and lease portfolio held for investment and is maintained at a level that management considers adequate to absorb expected losses as of the balance sheet date. All commercial loans, with the exception of PPP loans and mortgage finance loans, which are reported at fair value, are assigned internal credit-risk ratings, based upon an assessment of the borrower, the structure of the transaction and the available collateral and/or guarantees. All loans and leases are monitored regularly by the responsible officer, and the risk ratings are adjusted when considered appropriate. The risk assessment allows management to identify problem loans and leases timely. Management considers a variety of factors and recognizes the inherent risk of loss that always exists in the lending process. Management uses a disciplined methodology to estimate an appropriate level of ACL. Refer to Critical Accounting Policies and Estimates herein and “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements for management’s methodology for estimating the ACL.

90

Customers’ commercial real estate, commercial and residential construction, consumer residential and commercial and industrial loan types have real estate as collateral (collectively, “the real estate portfolio”), primarily in the form of a first lien position. Current appraisals providing current value estimates of the property are received when Customers’ credit group determines that the facts and circumstances have significantly changed since the date of the last appraisal, including that real estate values have deteriorated. The credit committee and loan officers review loans that are 15 or more days delinquent and all non-accrual loans on a periodic basis. In addition, loans where the loan officers have identified a “borrower of interest” are discussed to determine if additional analysis is necessary to apply the risk-rating criteria properly. The risk ratings for the real estate loan portfolio are determined based upon the current information available, including but not limited to discussions with the borrower, updated financial information, economic conditions within the geographic area and other factors that may affect the cash flow of the loan. If a loan is individually evaluated for impairment, the collateral value or discounted cash flow analysis is generally used to determine the estimated fair value of the underlying collateral, net of estimated selling costs, and compared to the outstanding loan balance to determine the amount of reserve necessary, if any. Appraisals used in this evaluation process are typically less than two years aged. For loans where real estate is not the primary source of collateral, updated financial information is obtained, including accounts receivable and inventory aging reports and relevant supplemental financial data to estimate the fair value of the loan, net of estimated selling costs, and compared to the outstanding loan balance to estimate the required reserve. Customers’ exposure to higher risk commercial real estate such as the office sector is minimal, representing approximately 1% of the loan portfolio as of December 31, 2024.

These impairment measurements are inherently subjective as they require material estimates, including, among others, estimates of property values in appraisals, the amounts and timing of expected future cash flows on individual loans, and general considerations for historical loss experience, economic conditions, uncertainties in estimating losses and inherent risks in the various credit portfolios, all of which require judgment and may be susceptible to significant change over time and as a result of changing economic conditions or other factors. Pursuant to ASC 326, individually assessed loans, consisting primarily of non-accrual and restructured loans, are considered in the methodology for determining the ACL. Individually assessed loans are generally evaluated based on the expected future cash flows or the fair value of the underlying collateral if principal repayment is expected to substantially come from the operation of the collateral or fair value of the collateral less estimated costs to sell if repayment of the loan is expected to be provided from the sale of such collateral. Shortfalls in the underlying collateral value for loans or leases determined to be collateral dependent are charged off immediately. Subsequent to an appraisal or other fair value estimate, management will assess whether there was a further decline in the value of the collateral based on changes in market conditions or property use that would require additional impairment to be recorded to reflect the particular situation, thereby increasing the ACL on loans and leases held for investment.

The following table shows the ACL by various portfolios as of December 31, 2024 and 2023:

December 31,
20242023
(dollars in thousands)ACLPercent of loans in each category to loans and leases receivableACLPercent of loans in each category to loans and leases receivable
Commercial and industrial, including specialized lending (1)$29,37953.5%$23,50352.5%
Multifamily18,51117.2%16,34317.9%
Commercial real estate owner occupied10,7558.4%9,8826.7%
Commercial real estate non-owner occupied17,40510.3%16,8599.8%
Construction1,2501.1%1,4821.4%
Total commercial loans and leases77,30090.5%68,06988.3%
Residential real estate5,9683.8%6,5864.0%
Manufactured housing3,8290.3%4,2390.3%
Installment49,6785.4%56,4177.4%
Total consumer loans59,4759.5%67,24211.7%
Loans and leases receivable$136,775100.0%$135,311100.0%

(1)    Includes PPP loans.

91

Asset Quality

Customers classifies the loan and lease receivables by product or other characteristic generally defining a shared characteristic with other loans or leases in the same group. Charge-offs from originated and acquired loans and leases held for investment are absorbed by the ACL. The schedule that follows includes both loans held for sale and loans held for investment.

Asset Quality at December 31, 2024

(dollars in thousands)Total Loans and LeasesCurrent30-89 Days Past Due90 Days or More Past Due and AccruingNon-accrual/NPL (a)OREO and Repossessed Assets (b)NPA (2)(a)+(b)NPL to Loan and Lease Type (%)NPA (2) to Loans and Leases + OREO and Repossessed Assets (%)
Loan and Lease Type
Commercial and industrial, including specialized lending (1)$7,024,770$6,997,577$23,131$21$4,041$$4,0410.06%0.06%
Multifamily2,252,2462,240,41211,83411,8340.53%0.53%
Commercial real estate owner occupied1,100,9441,081,45911,3958,0908,0900.73%0.73%
Commercial real estate non-owner occupied1,359,1301,342,12316,6533543540.03%0.03%
Construction147,209147,209%%
Total commercial loans and leases receivable11,884,29911,808,78034,52616,67424,31924,3190.20%0.20%
Residential496,559476,84810,9978,7148,7141.75%1.75%
Manufactured housing33,12329,9419204101,8521,8525.59%5.59%
Installment713,653695,01413,0265,6135,6130.79%0.79%
Total consumer loans receivable1,243,3351,201,80324,94341016,17916,1791.30%1.30%
Loans and leases receivable13,127,63413,010,58359,46917,08440,49840,4980.31%0.31%
Loans receivable, mortgage finance, at fair value1,321,1281,321,128%%
Total loans held for sale204,794196,1575,8602,7772,7771.36%1.36%
Total portfolio$14,653,556$14,527,868$65,329$17,084$43,275$$43,2750.30%0.30%

Asset Quality at December 31, 2024 (continued)

(dollars in thousands)Total Loans and LeasesNon-accrual/NPLACLReserves to Loans and Leases (%)Reserves to NPLs (%)
Loan and Lease Type
Commercial and industrial, including specialized lending (1)$7,024,770$4,041$29,3790.42%727.02%
Multifamily2,252,24611,83418,5110.82%156.42%
Commercial real estate owner occupied1,100,9448,09010,7550.98%132.94%
Commercial real estate non-owner occupied1,359,13035417,4051.28%4916.67%
Construction147,2091,2500.85%%
Total commercial loans and leases receivable11,884,29924,31977,3000.65%317.86%
Residential496,5598,7145,9681.20%68.49%
Manufactured housing33,1231,8523,82911.56%206.75%
Installment713,6535,61349,6786.96%885.05%
Total consumer loans receivable1,243,33516,17959,4754.78%367.61%
Loans and leases receivable13,127,63440,498136,7751.04%337.73%
Loans receivable, mortgage finance, at fair value1,321,128%%
Total loans held for sale204,7942,777%%
Total portfolio$14,653,556$43,275$136,7750.93%316.06%

(1)Includes PPP loans of $22.8 million within commercial and industrial, including specialized lending, and classified as current. PPP loans of $0.8 million were 30-59 days past due and $16.1 million were 60 days or more past due as of December 31, 2024. PPP loans were $74.7 million, of which $0.7 million were 30-59 days past due and $48.5 million were 60 days or more past due as of December 31, 2023. Claims for guarantee payments are submitted to the SBA for eligible PPP loans more than 60 days past due.

(2)Excludes non-performing investment securities, at fair value of $12.5 million with ACL of $4.3 million at December 31, 2024.

92

The total loan and lease portfolio was $14.7 billion at December 31, 2024 compared to $13.2 billion at December 31, 2023 and $43.3 million, or 0.30% of loans and leases, were non-performing at December 31, 2024 compared to $27.1 million, or 0.21% of loans and leases, at December 31, 2023. The total loan and lease portfolio was supported by an ACL of $136.8 million (316.06% of NPLs and 0.93% of total loans and leases) and $135.3 million (499.12% of NPLs and 1.02% of total loans and leases), at December 31, 2024 and 2023, respectively.

The tables below set forth non-accrual loans, NPAs and asset quality ratios:

December 31,
(amounts in thousands)20242023
Loans 90+ days delinquent still accruing (1)$17,084$538
Non-accrual loans$43,275$27,110
OREO and repossessed assets99
Investment securities, at fair value12,532
Total non-performing assets$55,807$27,209

(1)Excludes PCD loans at December 31, 2024 and 2023.

December 31,
20242023
Non-accrual loans to loans and leases receivable (1)0.31%0.22%
Non-accrual loans to total loans and leases portfolio0.30%0.21%
Non-performing assets to total assets (2)0.25%0.13%
Non-accrual loans and loans 90+ days delinquent to total assets0.27%0.13%
Allowance for credit losses on loans and leases to:
Loans and leases receivable1.04%1.13%
Non-accrual loans316.06%499.12%

(1)    Excludes loans held for sale and loans receivable, mortgage finance, at fair value.

(2)Includes non-performing investment securities, at fair value of $12.5 million with ACL of $4.3 million at December 31, 2024.

The asset quality ratios related to NPAs, including non-performing investment securities, at fair value, and non-accrual loans remained low at December 31, 2024 as compared to December 31, 2023. Refer to Credit Risk above for information about the increase in ACL affecting the related asset quality ratios at December 31, 2024 as compared to December 31, 2023.

The table below sets forth loans held for investment that were non-performing at December 31, 2024 and 2023.

December 31,
(amounts in thousands)20242023
Commercial and industrial, including specialized lending$4,041$4,436
Multifamily11,834
Commercial real estate owner occupied8,0905,869
Commercial real estate non-owner occupied354
Residential real estate8,7146,802
Manufactured housing1,8522,331
Installment5,6137,211
Total non-performing loans$40,498$26,649

Asset quality assurance activities include careful monitoring of borrower payment status and the periodic review of borrower current financial information to ensure ongoing financial strength and borrower cash flow viability. Customers has established credit policies and procedures, seeks the consistent application of those policies and procedures across the organization and adjusts policies as appropriate for changes in market conditions and applicable regulations.

93

Problem Loan Identification and Management

To facilitate the monitoring of credit quality within the commercial and industrial, multifamily, commercial real estate and construction portfolios and for purposes of analyzing historical loss rates used in the determination of the ACL for individually assessed loans, Customers utilizes the following categories of risk ratings: pass (there are six risk ratings for pass loans), special mention, substandard, doubtful or loss. The risk-rating categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated regularly thereafter. Pass ratings, which are assigned to those borrowers who do not have identified potential or well-defined weaknesses and for whom there is a high likelihood of orderly repayment, are updated periodically based on the size and credit characteristics of the borrower. All other categories are updated on a quarterly basis, generally during the month preceding the end of the calendar quarter. While assigning risk ratings involves judgment, the risk-rating process allows management to identify riskier credits in a timely manner and allocate the appropriate resources to manage the loans and leases. PPP loans are excluded, provided that the SBA’s eligibility criteria are met, as these loans are fully guaranteed by the SBA.

Customers assigns a special mention rating to loans and leases that have potential weaknesses that deserve management’s close attention. If not addressed, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the loan and lease and Customers’ financial position. At December 31, 2024 and 2023, special mention loans and leases were $175.1 million and $196.2 million, respectively, and are considered performing loans and are therefore not included in the tables above.

Risk ratings are not established for residential real estate, home equity loans and installment loans mainly because these portfolios consist of a larger number of homogeneous loans with smaller balances. Instead, these portfolios are evaluated for risk mainly based on aggregate payment history through the monitoring of delinquency levels and trends.

A regular reporting and review process is in place to provide for proper portfolio oversight and control and to monitor those loans and leases identified as problem credits by management. This process is designed to assess Customers’ progress in working toward a solution and to assist in determining an appropriate ACL. All loan work-out situations involve the active participation of management and are reported regularly to the Board of Directors. When a loan or lease becomes delinquent for 90 days or more, or earlier if considered appropriate, the loan is assigned to SAG for workout or other resolution.

Loan and lease charge-offs are determined on a case-by-case basis. Loans and leases are generally charged-off when principal is likely to be unrecoverable and after appropriate collection steps have been taken. Loan and lease charge-offs are proposed by the SAG and approved by the Board of Directors.

Loan and lease policies and procedures are reviewed internally for possible revisions and changes on a regular basis. In addition, these policies and procedures, together with the loan and lease portfolio, are reviewed on a periodic basis by various regulatory agencies and by our internal, external and loan review auditors, as part of their examination and audit procedures.

Loan Modifications for Borrowers Experiencing Financial Difficulty

A borrower is considered to be experiencing financial difficulty when there is a significant doubt about the borrower’s ability to make the required principal and interest payments on the loan or to get an equivalent financing from another creditor at a market rate for a similar loan.

When borrowers are experiencing financial difficulty, Customers may make certain loan modifications as part of loss mitigation strategies to maximize expected payment. To be classified as a modification made to a borrower experiencing financial difficulty, the modification must be in the form of an interest rate reduction, principal forgiveness, or an other-than-insignificant payment delay (payment deferral), term extension, or combinations thereof.

Customers will generally try other forms of relief before principal forgiveness. Any contractual reduction in the amount of principal due without receiving payment or assets is considered as forgiveness. For the purpose of this disclosure, Customers considers any contractual change in interest rate that results in a reduction in interest rate relative to the current stated interest rate as an interest rate reduction. Generally, Customers considers any delay in payment of greater than 90 days in the last 12 months to be significant. Term extensions extend the original contractual maturity of the loan. For the purpose of this disclosure, modification of contingent payment features or covenants that would have accelerated payment are not considered term extensions.

94

The following tables present the amortized cost of loans that were modified to borrowers experiencing financial difficulty for the years ended December 31, 2024 and 2023, disaggregated by class of financing receivable and type of modification granted.

For the Year Ended December 31, 2024
(dollars in thousands)Term ExtensionPayment DeferralDebt ForgivenessInterest Rate Reduction and Term ExtensionTotalPercentage of Total by Financing Class
Commercial and industrial, including specialized lending$1,999$9,114$$$11,1130.16%
Multifamily10,69410,6940.47%
Residential real estate513033540.07%
Manufactured housing1002173170.96%
Personal installment4,937171735,1811.12%
Total$7,036$20,030$73$520$27,659
For the Year Ended December 31, 2023
(dollars in thousands)Term ExtensionPayment DeferralDebt ForgivenessInterest Rate Reduction and Term ExtensionTotalPercentage of Total by Financing Class
Commercial and industrial, including specialized lending$250$14,791$$$15,0410.24%
Commercial real estate owner occupied1691690.02%
Residential real estate46460.01%
Manufactured housing1586648222.13%
Personal installment14,07575631215,1432.73%
Total$14,698$15,547$312$664$31,221

As of December 31, 2024, there were no commitments to lend additional funds to debtors experiencing financial difficulty whose loans have been modified during the year ended December 31, 2024.

The loans to borrowers experiencing financial difficulty that were modified during the years ended December 31, 2024 and 2023, respectively, that subsequently defaulted were not material. Customers’ ACL is influenced by loan level characteristics that inform the assessed propensity to default. As such, the provision for credit losses is impacted by changes in such loan level characteristics, such as payment performance. Loans made to borrowers experiencing financial difficulty can be classified as either accrual or nonaccrual.

ACCRUED INTEREST RECEIVABLE

At December 31, 2024, accrued interest receivable totaled $108.4 million compared to $114.8 million at December 31, 2023. The decrease primarily resulted from a decrease in interest rates.

BANK PREMISES AND EQUIPMENT AND OTHER ASSETS

At December 31, 2024, bank premises and equipment, net of accumulated depreciation and amortization, totaled $6.7 million compared to $7.4 million at December 31, 2023. The decrease primarily resulted from higher depreciation and amortization expenses.

At December 31, 2024, Customers Bank’s restricted stock holdings totaled $96.2 million compared to $109.5 million at December 31, 2023. These holdings consist of stock of the FRB, the FHLB and Atlantic Community Bankers Bank and are required as part of our relationship with these banks.

At December 31, 2024, the cash surrender value of BOLI totaled $297.6 million compared to $292.2 million at December 31, 2023. Presented within BOLI on the consolidated balance sheets is the cash surrender value of the annuities funding the SERPs of $9.9 million and $11.4 million at December 31, 2024 and 2023, respectively. For additional information on the SERPs, refer to “NOTE 13 - EMPLOYEE BENEFIT PLANS” to Customers’ audited consolidated financial statements.

At December 31, 2024 and 2023, other assets totaled $481.4 million and $366.8 million, respectively. Other assets consist primarily of operating leases through Customers’ commercial equipment financing group (net investment in operating leases of $214.9 million at December 31, 2024 compared to $205.7 million at December 31, 2023), mark-to-market adjustments and receivable related to interest-rate swaps, investments in affordable housing projects and other limited partnerships or limited liability companies, ROU assets and prepaid expenses and taxes.

95

DEPOSITS

Customers offers a variety of deposit accounts, including checking, savings, MMDA and time deposits. Deposits are primarily obtained from Customers’ geographic service area and nationwide through our single point of contact relationship managers, our branchless digital banking products, our white label relationship, deposit brokers, listing services and other relationships.

In April 2024, Customers onboarded 10 experienced commercial and business banking teams in New York, California and Nevada to accelerate the Bank’s deposit growth potential. The new teams are enhancing the Bank’s presence in New York City, where it has successfully operated for over seven years; reinforcing its dedication to Los Angeles; adding representation in Orange County, California; and bringing client coverage to the communities of Reno and Las Vegas, Nevada. All newly onboarded bankers are highly respected in the commercial deposits space and augment existing expertise in private banking, treasury management, and commercial and industrial lending. They are enhancing the growth of the Bank’s low-cost, relationship-focused deposit portfolio, and their addition strengthens the Bank’s commitment to its single point of contact relationship-oriented service approach.

Customers Bank provided TassatPay instant blockchain-based digital payments platform via CBIT, which allowed clients to make instant payments in U.S. dollars. In November 2024, Customers launched a new B2B instant payments platform, cubiX, which was developed in-house, is not based on blockchain and offers more extensive products and services compared to CBIT. CBIT could only be created by, transferred to and redeemed by commercial customers of Customers Bank on the instant B2B payments platform by maintaining U.S. dollars in deposit accounts at Customers Bank. Each CBIT was minted with precisely one U.S. dollar equivalent, and those dollars were held in a non-interest bearing omnibus deposit account until the CBIT was burned or redeemed. The number of CBIT outstanding in the CBIT instant payments platform was always equal to the U.S. dollars held in the omnibus deposit account at Customers Bank and was reported as a deposit liability on the consolidated balance sheet. The deposits from customers participating in CBIT included the omnibus deposit account established for the CBIT instant payments platform, which had no outstanding balance and an outstanding balance of $826.9 million at December 31, 2024 and 2023, respectively. The deposits from customers who participated in CBIT and transitioned to cubiX are included in the deposit liability on the consolidated balance sheet. The deposits from customers who participated in CBIT, including the omnibus deposit account, had an outstanding balance of $2.8 billion at December 31, 2023. The deposits from these customers who transitioned to cubiX was $3.6 billion at December 31, 2024.

The components of deposits were as follows at the dates indicated:

December 31,
(dollars in thousands)20242023Change% Change
Demand, non-interest bearing$5,608,288$4,422,494$1,185,79426.8%
Demand, interest bearing5,553,6985,580,527(26,829)(0.5)%
Savings, including MMDA4,976,2704,629,336346,9347.5%
Non-time deposits16,138,25614,632,3571,505,89910.3%
Time deposits2,708,2053,287,879(579,674)(17.6)%
Total deposits$18,846,461$17,920,236$926,2255.2%

Total deposits were $18.8 billion at December 31, 2024, an increase of $926.2 million, or 5.2%, from $17.9 billion at December 31, 2023. The increase in total deposits was primarily due to increases in non-interest bearing demand deposits of $1.2 billion, or 26.8%, to $5.6 billion and savings, including MMDA, of $346.9 million, or 7.5%, to $5.0 billion. These increases were offset in part by decreases in time deposits of $579.7 million, or 17.6%, to $2.7 billion and interest bearing demand deposits of $26.8 million, or 0.5%, to $5.6 billion.

Total deposits at December 31, 2024 and 2023 include $221.3 million and $307.9 million, respectively, of deposits serviced by BM Technologies under a deposit servicing agreement, as amended. On December 1, 2023, Customers had an outflow of approximately $430.0 million of student-related deposits serviced by BM Technologies to a new sponsor bank. The remaining deposits serviced by BM Technologies in connection with an existing white label relationship are expected to remain at Customers Bank and continue to be serviced by BM Technologies until such accounts are transferred to another sponsor bank on or around March 31, 2025.

At December 31, 2024 and 2023, the Bank had $1.5 billion and $1.1 billion in deposits, respectively, to which it had pledged $1.5 billion and $1.1 billion, respectively, of available borrowing capacity through the FHLB to the depositors through a standby letter of credit arrangement.

96

The total amount of estimated uninsured deposits was $7.3 billion and $5.4 billion at December 31, 2024 and 2023, respectively. Time deposits greater than the FDIC limit of $250,000 totaled $803.1 million and $186.3 million at December 31, 2024, and 2023, respectively. At December 31, 2024, the scheduled maturities of uninsured time deposits were as follows:

(amounts in thousands)December 31, 2024
3 months or less$574,405
Over 3 through 6 months79,263
Over 6 through 12 months44,762
Over 12 months104,705
Total$803,135

Average deposit balances by type and the associated average rate paid are summarized below:

For the Years Ended December 31,
20242023
(dollars in thousands)Average BalanceAverage Rate PaidAverage BalanceAverage Rate Paid
Demand, non-interest bearing$4,807,6470.00%$3,801,0530.00%
Demand, interest-bearing5,660,8904.39%6,048,7973.98%
Savings, including MMDA5,154,7194.53%3,388,3883.98%
Time deposits2,434,6224.99%4,401,8554.55%
Total$18,057,8783.34%$17,640,0933.27%

FHLB ADVANCES AND OTHER BORROWINGS

Borrowed funds from various sources are generally used to supplement deposit growth and meet other operating needs. Customers’ borrowings include short-term and long-term advances from the FHLB, FRB, federal funds purchased, senior unsecured notes and subordinated debt. Subordinated debt is also considered as Tier 2 capital for certain regulatory calculations. Refer to “NOTE 11 – BORROWINGS” to Customers’ audited consolidated financial statements for additional information.

Short-term debt

Short-term debt at December 31, 2024 and 2023 was as follows:

December 31,
20242023
(dollars in thousands)AmountRateAmountRate
FHLB advances$100,0004.61%$%
Total short-term debt$100,000$

Long-term debt

FHLB and FRB Advances

Long-term FHLB and FRB advances at December 31, 2024 and 2023 were as follows:

December 31,
20242023
(dollars in thousands)AmountRateAmountRate
FHLB advances (1)$1,028,352(2)4.11%(3)$1,203,207(2)3.91%(3)
Total long-term FHLB and FRB advances$1,028,352$1,203,207

(1)    Amounts reported in the above table include fixed rate long-term advances from FHLB of $950.0 million with maturities ranging from March 2025 to March 2028, and variable rate long-term advances from FHLB of $80.0 million with maturities ranging from March 2028 to December 2028 with a returnable option that can be repaid without penalty on certain predetermined dates at Customers Bank's option, at December 31, 2024.

(2)    Includes $(1.6) million and $3.2 million of unamortized basis adjustments from interest rate swaps designated as fair value hedges of long-term advances from FHLB at December 31, 2024 and 2023, respectively. Refer to “NOTE 20 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES” to Customers’ audited consolidated financial statements for additional information.

(3)    Excludes the effect of interest rate swaps designated as fair value hedges of long-term advances from FHLB.

97

The maximum borrowing capacity with the FHLB and FRB at December 31, 2024 and 2023 was as follows:

December 31,
(dollars in thousands)20242023
Total maximum borrowing capacity with the FHLB$3,562,171$3,474,347
Total maximum borrowing capacity with the FRB4,357,5193,436,000
Qualifying loans and securities serving as collateral against FHLB and FRB advances9,722,7368,575,137

Senior Notes and Subordinated Debt

Long-term senior notes and subordinated debt at December 31, 2024 and 2023 were as follows:

Carrying Amount at December 31,
(dollars in thousands)
Issued byRanking20242023RateIssued AmountDate IssuedMaturityPrice
Customers BancorpSenior (1)$99,068$98,9282.875%$100,000August 2021August 2031100.000%
Customers BancorpSenior24,9124.500%25,000September 2019September 2024100.000%
Total other borrowings$99,068$123,840
Customers BancorpSubordinated (2)(3)$72,947$72,7665.375%$74,750December 2019December 2034100.000%
Customers BankSubordinated (2)(4)109,562109,4646.125%110,000June 2014June 2029100.000%
Total subordinated debt$182,509$182,230

(1)The senior notes will bear an annual fixed rate of 2.875% until August 15, 2026. From August 15, 2026 until maturity, the notes will bear an annual interest rate equal to a benchmark rate, which is expected to be the three-month term SOFR, plus 235 basis points. Customers Bancorp has the ability to call the senior notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after August 15, 2026.

(2)The subordinated notes qualify as Tier 2 capital for regulatory capital purposes.

(3)Customers Bancorp has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after December 30, 2029.

(4)The subordinated notes will bear an annual fixed rate of 6.125% until June 26, 2024. From June 26, 2024 until maturity, the notes bear an annual interest rate equal to the three-month LIBOR plus 344.3 basis points. Pursuant to the Adjustable Interest Rate (LIBOR) Act enacted by Congress on March 15, 2022, Customers substituted three-month term SOFR plus a tenor spread adjustment of 26.161 basis points for three-month LIBOR as the benchmark reference rate in order to calculate the annual interest rate after June 26, 2024. Customers Bank has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after June 26, 2024.

SHAREHOLDERS’ EQUITY

The components of shareholders’ equity were as follows at the dates indicated:

December 31,
(dollars in thousands)20242023Change% Change
Preferred stock$137,794$137,794$%
Common stock35,75835,4592990.8%
Additional paid in capital575,333564,53810,7951.9%
Retained earnings1,326,0111,159,582166,42914.4%
Accumulated other comprehensive income (loss), net(96,560)(136,569)40,009(29.3)%
Treasury stock(141,653)(122,410)(19,243)15.7%
Total shareholders’ equity$1,836,683$1,638,394$198,28912.1%

Shareholders’ equity increased $198.3 million, or 12.1%, to $1.8 billion at December 31, 2024 when compared to shareholders’ equity of $1.6 billion at December 31, 2023. The increase primarily resulted from increases in retained earnings of $166.4 million, common stock of $0.3 million, additional paid in capital of $10.8 million and accumulated other comprehensive income (loss), net of $40.0 million, partially offset by an increase in treasury stock of $19.2 million.

The increases in common stock and additional paid in capital primarily resulted from the issuance of common stock under share-based compensation arrangements for the year ended December 31, 2024.

98

The increase in retained earnings resulted from net income of $181.5 million for the year ended December 31, 2024, partially offset by preferred stock dividends of $15.0 million for the year ended December 31, 2024.

The increase in accumulated other comprehensive income (loss), net primarily resulted from a decrease of $21.7 million in unrealized losses on AFS debt securities primarily due to changes in interest rates and credit spreads and income tax effect of $5.5 million, and the reclassification of realized losses from the sales of $27.0 million and income tax effects of $7.1 million, during the year ended December 31, 2024.

The increase treasury stock resulted from repurchases of 393,303 shares of its common stock for $19.2 million under the 2024 Share Repurchase Program during the year ended December 31, 2024. On June 26, 2024, the Board of Directors of Customers Bancorp authorized a new common stock repurchase program, the 2024 Share Repurchase Program, to repurchase up to 497,509 shares of the Company’s common stock. The term of the 2024 Share Repurchase Program will extend for one year from June 26, 2024, unless earlier terminated. Purchases of shares under the 2024 Share Repurchase Program may be executed through open market purchases, privately negotiated transactions, through the use of Rule 10b5-1 plans, or otherwise. The exact number of shares, timing for such purchases, and the price and terms at and on which such purchases are to be made will be at the discretion of the Company and will comply with all applicable regulatory limitations. The Company’s previously authorized common stock repurchase program, the Share Repurchase Program, authorized on August 25, 2021, subsequently expired on September 27, 2023. At expiration, the Share Repurchase Program had 497,509 shares that had not been repurchased. Refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements for additional information.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity for a financial institution is a measure of that institution’s ability to meet depositors’ needs for funds, to satisfy or fund loan and lease commitments and for other operating purposes. Ensuring adequate liquidity is an objective of the asset/liability management process. Customers coordinates its management of liquidity with its interest-rate sensitivity and capital position, and strives to maintain a strong liquidity position that is sufficient to meet Customers’ short-term and long-term needs, commitments and contractual obligations.

Customers is involved with financial instruments and other commitments with off-balance sheet risks. Financial instruments with off-balance sheet risks are incurred in the normal course of business to meet the financing needs of the Bank’s customers. These financial instruments include commitments to extend credit, including unused portions of lines of credit, and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the consolidated balance sheet.

With commitments to extend credit, exposure to credit loss in the event of non-performance by the other party to the financial instrument is represented by the contractual amount of those instruments. The same credit policies are used in making commitments and conditional obligations as for on-balance-sheet instruments. Because they involve credit risk similar to extending a loan and lease, these financial instruments are subject to the Bank’s credit policy and other underwriting standards. Refer to “NOTE 17 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK” to Customers’ audited consolidated financial statements for additional information.

As described in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements, ACL on lending related commitments is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which Customers is exposed to credit risk resulting from a contractual obligation to extend credit. No ACL is recognized if Customers has the unconditional right to cancel the obligation. Off-balance sheet credit commitments primarily consist of amounts available under outstanding lines of credit and letters of credit disclosed above. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance sheet exposure. Customers estimates the expected credit losses for undrawn or unfunded commitments using a usage given default calculation. The lifetime loss rates for off-balance sheet credit exposures are calculated in the same manner as on-balance sheet credit exposures, using the same models and economic forecasts, adjusted for the estimated likelihood that funding will occur. Customers recognized a provision for credit losses on unfunded lending-related commitments of $2.0 million during the year ended December 31, 2024 resulting in an ACL of $4.9 million as of December 31, 2024. Customers recognized a benefit to provision for credit losses on unfunded lending-related commitments of $0.1 million during the year ended December 31, 2023 resulting in an ACL of $2.9 million as of December 31, 2023. The ACL on unfunded lending-related commitments is recorded in accrued interest payable and other liabilities in the consolidated balance sheet and the credit loss expense is recorded as a provision for credit losses within other non-interest expense in the consolidated statement of income.

Customers’ contractual obligations and other commitments representing required and potential cash outflows include operating leases, demand deposits, time deposits, short-term and long-term advances from FHLB, unsecured senior notes, subordinated debt, loan and other commitments as of December 31, 2024. Refer to “NOTE 8 – LEASES”, “NOTE 10 – DEPOSITS”, “NOTE 11 – BORROWINGS” and “NOTE 17 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK” to Customers’ audited consolidated financial statements for additional information.

99

At December 31, 2024, Customers had $3.8 billion of cash on hand and $3.0 billion of investment securities. Customers’ investment portfolio, including debt securities available for sale and held to maturity provides periodic cash flows through regular maturities and amortization and can be used as collateral to secure additional funding. We maintain a strong liquidity position, with $9.1 billion of liquidity immediately available consisting of cash on hand and available borrowing capacity from the FHLB and the FRB, which covered approximately 124% of uninsured deposits and approximately 159% of uninsured deposits less collateralized and affiliate deposits at December 31, 2024. Our loan to deposit ratio was 78% at December 31, 2024. Customers’ principal sources of funds are deposits, borrowings, principal and interest payments on loans and leases, other funds from operations, and proceeds from common and preferred stock issuances. Borrowing arrangements are maintained with the FHLB and the FRB to meet short-term liquidity needs. Longer-term borrowing arrangements are also maintained with the FHLB and FRB. As of December 31, 2024, Customers’ borrowing capacity with the FHLB was $3.6 billion, of which $1.1 billion was utilized in borrowings and $1.5 billion of available capacity was utilized to collateralize deposits. As of December 31, 2023, Customers’ borrowing capacity with the FHLB was $3.5 billion, of which $1.2 billion was utilized in borrowings and $1.1 billion of available capacity was utilized to collateralize deposits. As of December 31, 2024 and 2023, Customers’ borrowing capacity with the FRB was $4.4 billion and $3.4 billion, respectively. None of this capacity was utilized as of December 31, 2024 and 2023.

Customers Bank provided blockchain-based digital payments via CBIT, which allowed clients to make instant payments in U.S. dollars. In November 2024, Customers launched a new B2B instant payments platform, cubiX, which was developed in-house, is not based on blockchain and offers more extensive products and services compared to CBIT. CBIT could only be created or minted by, transferred to and redeemed by commercial customers of Customers Bank on the instant B2B payments platform by maintaining U.S. dollars in deposit accounts at Customers Bank. CBIT was not listed or traded on any digital currency exchange. The deposits from customers who participated in CBIT and transitioned to cubiX are included in the deposit liability on the consolidated balance sheet. The deposits from customers who participated in CBIT had an outstanding balance of $2.8 billion at December 31, 2023. The deposits from these customers who transitioned to cubiX was $3.6 billion at December 31, 2024.

The CBIT instant payments platform provided a closed-system for intrabank commercial transactions and was not intended to be a trading platform for tokens or digital assets. CBIT tokens were used only in connection with the CBIT instant payments platform and were not securities for purposes of applicable securities laws. There were no scenarios in which the transaction or redemption value of one CBIT would not be equal to one U.S. dollar. Each CBIT was minted with precisely one U.S. dollar equivalent, and those dollars were held in a non-interest bearing omnibus deposit account until the CBIT was burned or redeemed. The number of CBIT outstanding in the CBIT instant payments platform was always equal to the U.S. dollars held in the omnibus deposit account at Customers Bank and was reported as a deposit liability on the consolidated balance sheet. The deposits from customers participating in CBIT included the omnibus deposit account, which had no outstanding balance and an outstanding balance of $826.9 million at December 31, 2024 and 2023, respectively.

The principal source of the Bancorp’s liquidity is the dividends it receives from the Bank, which may be impacted by the following: bank-level capital needs, laws and regulations, corporate policies, contractual restrictions and other factors. The Bank has generated sufficient positive cash flows from operations to pay dividends to the Bancorp. However, there are statutory and regulatory limitations on the ability of the Bank to pay dividends or make other capital distributions or to extend credit to the Bancorp or its non-bank subsidiaries.

The table below summarizes Customers’ cash flows for the years indicated:

For the Years Ended December 31,
(dollars in thousands)20242023Change% Change
Net cash provided by (used in) operating activities$145,057$124,729$20,32816.3%
Net cash provided by (used in) investing activities(1,006,091)3,157,723(4,163,814)(131.9)%
Net cash provided by (used in) financing activities800,619108,088692,531640.7%
Net increase (decrease) in cash and cash equivalents$(60,415)$3,390,540$(3,450,955)(101.8)%

Cash flows provided by (used in) operating activities

Cash provided by operating activities of $145.1 million for the year ended December 31, 2024 resulted from proceeds from the sales and repayments of loans held for sale of $1.3 billion, which included cash proceeds from the sales of consumer installment loans that were classified as held for sale to two third-party sponsored VIEs, net income of $181.5 million and non-cash operating adjustments of $109.1 million, partially offset by origination and purchases of loans held for sale of $1.4 billion, an increase in accrued interest receivable and other assets of $100.0 million and a decrease in accrued interest payable and other liabilities of $32.8 million. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 6 – LOANS HELD FOR SALE” to Customers’ audited consolidated financial statements for additional information on the sale of consumer installment loans to third-party sponsored VIEs.

100

Cash provided by operating activities of $124.7 million for the year ended December 31, 2023 resulted from proceeds from the sales and repayments of loans held for sale of $600.5 million, which included cash proceeds from the sales of consumer installment loans that were classified as held for sale to two third-party sponsored VIEs, net income of $250.1 million, non-cash operating adjustments of $38.4 million, a decrease in accrued interest receivable and other assets of $23.6 million and an increase in accrued interest payable and other liabilities of $18.7 million, partially offset by origination and purchases of loans held for sale of $806.6 million. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 6 – LOANS HELD FOR SALE” to Customers’ audited consolidated financial statements for additional information on the sale of consumer installment loans to third-party sponsored VIEs.

Cash flows provided by (used in) investing activities

Cash used in investing activities of $1.0 billion for the year ended December 31, 2024 primarily resulted from a net increase in loans and leases, excluding mortgage finance loans of $1.1 billion, purchases of investment securities available for sale of $845.8 million and CRA-qualified investment securities held to maturity of $15.0 million, net origination of mortgage finance loans of $426.5 million, purchases of loans of $198.4 million and purchases of leased assets under lessor operating leases of $63.7 million, partially offset by proceeds from maturities, calls and principal repayments on investment securities available for sale of $629.2 million and held to maturity of $291.5 million, proceeds from sales of investment securities available for sale of $624.9 million, proceeds from sales of loans and leases of $35.0 million, proceeds from sales of leased assets under lessor operating leases of $18.5 million and net proceeds from sales of FHLB, Federal Reserve Bank, and other restricted stock of $13.3 million.

Cash provided by investing activities of $3.2 billion for the year ended December 31, 2023 primarily resulted from a net decrease in loans and leases, excluding mortgage finance loans, of $2.3 billion mostly from PPP loan forgiveness and guarantee payments by the SBA, proceeds from sales of loans and leases of $409.5 million including the sales of capital call lines of credit held for investment, proceeds from net repayments of mortgage finance loans of $408.3 million, proceeds from maturities, calls and principal repayments on investment securities available for sale of $323.3 million and held to maturity of $252.4 million, proceeds from sales of investment securities available for sale of $297.4 million and proceeds from surrenders and death benefits from the BOLI of $56.6 million, partially offset by purchases of loans of $709.2 million including the venture banking loans purchased from the FDIC, purchases of investment securities held to maturity of $73.1 million, purchases of leased assets under lessor operating leases of $40.8 million and net purchases of FHLB, Federal Reserve Bank, and other restricted stock of $35.1 million. Refer to “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements for additional information on the sales of capital call lines of credit held for investment and the venture banking loans purchased from the FDIC.

Cash flows provided by (used in) financing activities

Cash provided by financing activities of $800.6 million for the year ended December 31, 2024 primarily resulted from a net increase in deposits of $933.7 million, proceeds from long-term borrowed funds from the FHLB and the FRB of $155.0 million and a net increase in short-term borrowed funds from the FHLB of $100.0 million, partially offset by repayments of long-term borrowed funds from the FHLB and the FRB of $325.0 million, repayments of other long-term borrowings of $25.0 million, purchases of treasury stock of $19.2 million and dividends paid on preferred stock of $15.1 million. Refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements for additional information on purchases of treasury stock.

Cash provided by financing activities of $108.1 million for the year ended December 31, 2023 primarily resulted from proceeds from long-term borrowed funds from the FHLB and the FRB of $2.6 billion, partially offset by repayments of long-term borrowed funds from the FHLB and the FRB of $1.9 billion, a net decrease in short-term borrowed funds from the FHLB of $300.0 million, a net decrease in deposits of $238.1 million and purchases of treasury stock of $39.8 million. Refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements for additional information on purchases of treasury stock.

CAPITAL ADEQUACY

The Bank and the Bancorp are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on Customers’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and the Bancorp must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items, as calculated under the regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

101

In first quarter 2020, the U.S federal banking regulatory agencies permitted banking organizations to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 31, 2020, the U.S. federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows banking organizations to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. Customers has elected to adopt the interim final rule, which is reflected in the regulatory capital data presented below. The cumulative CECL capital transition impact as of December 31, 2021 which amounted to $61.6 million will be phased in at 25% per year beginning on January 1, 2022 through December 31, 2024. As of December 31, 2024, our regulatory capital ratios reflected 25%, or $15.4 million, benefit associated with the CECL transition provisions.

In April 2020, the U.S. federal banking regulatory agencies issued an interim final rule that permits banks to exclude the impact of participating in the SBA PPP program in their regulatory capital ratios. Specifically, PPP loans are zero percent risk weighted and a bank can exclude all PPP loans pledged as collateral to the PPPLF from its average total consolidated assets for purposes of calculating the Tier 1 capital to average assets ratio (i.e. leverage ratio). Customers applied this regulatory guidance in the calculation of its regulatory capital ratios presented below.

Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Bancorp to maintain minimum amounts and ratios (set forth in the following table) of common equity Tier 1, Tier 1, and total capital to risk-weighted assets, and Tier 1 capital to average assets (as defined in the regulations). At December 31, 2024 and 2023, the Bank and the Bancorp met all capital adequacy requirements to which they were subject.

102

Generally, to comply with the regulatory definition of adequately capitalized, or well capitalized, respectively, or to comply with the Basel III capital requirements, an institution must at least maintain the common equity Tier 1, Tier 1 and total risk-based capital ratios and the Tier 1 leverage ratio in excess of the related minimum ratios set forth in the following table:

Minimum Capital Levels to be Classified as:
ActualAdequately CapitalizedWell CapitalizedBasel III Compliant
(dollars in thousands)AmountRatioAmountRatioAmountRatioAmountRatio
As of December 31, 2024:
Common equity Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,803,60112.087%$671,8414.500%N/AN/A$1,044,5267.000%
Customers Bank$1,930,95112.955%$670,7194.500%$968,8176.500%$1,043,3417.000%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,941,39413.011%$895,3086.000%N/AN/A$1,268,3538.500%
Customers Bank$1,930,95112.955%$894,2926.000%$1,192,3908.000%$1,266,9148.500%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.$2,219,98414.878%$1,193,7448.000%N/AN/A$1,566,78910.500%
Customers Bank$2,136,59414.335%$1,192,3908.000%$1,490,48710.000%$1,565,01210.500%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.$1,941,3948.694%$893,2544.000%N/AN/A$893,2544.000%
Customers Bank$1,930,9518.652%$892,7554.000%$1,115,9445.000%$892,7554.000%
As of December 31, 2023:
Common equity Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,661,14912.230%$611,2004.500%N/AN/A$950,7557.000%
Customers Bank$1,868,36013.773%$610,4534.500%$881,7656.500%$949,5947.000%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,798,94213.245%$814,9336.000%N/AN/A$1,154,4898.500%
Customers Bank$1,868,36013.773%$813,9376.000%$1,085,2508.000%$1,153,0788.500%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.$2,076,55015.289%$1,086,5788.000%N/AN/A$1,426,13310.500%
Customers Bank$2,073,20215.283%$1,085,2508.000%$1,356,56210.000%$1,424,39010.500%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.$1,798,9428.375%$859,1894.000%N/AN/A$859,1894.000%
Customers Bank$1,868,3608.708%$858,2254.000%$1,072,7825.000%$858,2254.000%

The Basel III Capital Rules require that we maintain a 2.500% capital conservation buffer with respect to each of common equity Tier 1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers. As of December 31, 2024, the Bank and the Bancorp were in compliance with the Basel III requirements. Refer to “NOTE 18 – REGULATORY CAPITAL” to Customers’ audited consolidated financial statements for additional discussion regarding regulatory capital requirements.

103

Capital Ratios

Customers continued to build capital during 2024. In general, for the past few years, Customers Bancorp capital growth has been achieved by retained earnings and issuances of common stock under share-based compensation arrangements, offset in part by the repurchase of common shares. In 2022, Customers repurchased 830,145 shares of common stock for $33.2 million pursuant to the Share Repurchase Program. In 2023, Customers repurchased 1,379,883 shares of its common stock for $39.8 million pursuant to the Share Repurchase Program. In 2024, Customers repurchased 393,303 shares of its common stock for $19.2 million pursuant to the 2024 Share Repurchase Program. During 2024, 2023 and 2022, Customers Bancorp did not issue any preferred stock or common stock other than in connection with share-based compensation agreements. In 2021, Customers Bancorp issued $100 million in fixed-to-floating rate senior notes, and utilized the proceeds to redeem all of the outstanding shares of Series C and Series D Preferred Stock. Customers Bank capital growth for the past few years has been achieved primarily by retained earnings and capital contributions from Customers Bancorp from proceeds received from issuances of senior and subordinated notes. For more information relating to preferred and common stock, refer to “NOTE 12 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements.

Customers is unaware of any current recommendations by the regulatory authorities which, if they were to be implemented, would have a material effect on its liquidity, capital resources, or operations.

The maintenance of appropriate levels of capital is an important objective of Customers’ asset and liability management process. Through its initial capitalization and subsequent offerings, Customers believes it has continued to maintain a strong capital position. Since first quarter 2015, Customers Bank’s board of directors has declared a quarterly cash dividend to the Bank’s sole shareholder, Customers Bancorp. Cash dividends declared by the Bank and paid to Customers Bancorp during 2024 and 2023, include the following:

•$30.0 million declared on February 22, 2023, and paid on February 22, 2023;

•$20.0 million declared on June 28, 2023, and paid on June 28, 2023;

•$10.0 million declared on September 27, 2023, and paid on September 27, 2023;

•$30.0 million declared on December 20, 2023, and paid on December 21, 2023;

•$10.0 million declared on March 27, 2024, and paid on March 28, 2024;

•$25.0 million declared on June 26, 2024, and paid on June 26, 2024;

•$45.0 million declared on July 24, 2024, and paid on July 25, 2024; and

•$45.0 million declared on October 23, 2024, and paid on October 23, 2024.

Effect of Government Monetary Policies

Our earnings are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve Board is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans and leases, investments, and deposits, and their use may also affect rates charged on loans and leases or paid for deposits.

FY 2023 10-K MD&A

SEC filing source: 0001488813-24-000010.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-29. Report date: 2023-12-31.

Item 7.        Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis should be read in conjunction with “Business - Summary” and the Bancorp’s consolidated financial statements and related notes for the year ended December 31, 2023. For the comparison of the years ended December 31, 2022 and 2021, refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for our fiscal year ended December 31, 2022, filed with the SEC on February 28, 2023.

Overview

Like most financial institutions, Customers derives the majority of its income from interest it receives on its interest-earning assets, such as loans, leases and investments. Customers’ primary source of funds for making these loans, leases and investments are its deposits and borrowings, on which it pays interest. Consequently, one of the key measures of Customers’ success is the amount of its net interest income, or the difference between the interest income on its interest-earning assets and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. Another key measure is the difference between the interest income generated by interest-earning assets and the interest expense on interest-bearing liabilities, relative to the amount of average interest-earning assets, which is referred to as net interest margin.

There is credit risk inherent in loans and leases requiring Customers to maintain an ACL to absorb credit losses on existing loans and leases that may become uncollectible. Customers maintains this allowance by charging a provision for credit losses on loans and leases against its operating earnings. Customers has included a detailed discussion of this process, as well as several tables describing its ACL, in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” and “NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements.

Impact of Macroeconomic and Banking Industry Uncertainties, COVID-19 and Geopolitical Conflicts

Amid the disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally caused by the COVID-19 pandemic, on March 27, 2020, the CARES Act was signed into law. It contained substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The CARES Act included the SBA’s PPP, a nearly $350 billion program designed to aid small- and medium-sized businesses through federally guaranteed loans distributed through banks. These loans were intended to guarantee an eight-week or 24-week period of payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. On April 22, 2020, an additional $310 billion of funds for the PPP was signed into law. On December 27, 2020, the CAA was signed into law, including Division N, Title III, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, which provided $284 billion in additional funding for the SBA’s PPP for small businesses affected by the COVID-19 pandemic. The CAA provided small businesses who received an initial PPP loan and experienced a 25% reduction in gross receipts to request a second PPP loan of up to $2.0 million. On March 11, 2021, the American Rescue Plan Act of 2021 was enacted expanding eligibility for first and second round of PPP loans and revising the exclusions from payroll costs for purposes of loan forgiveness. The PPP ended on May 31, 2021. Customers has helped thousands of small businesses by funding over $10 billion in PPP loans directly or through partnerships. Customers has substantially completed the PPP in early 2023.

In the early stages of the COVID-19 pandemic, Customers also implemented a short-term loan modification program to provide temporary payment relief to certain of its borrowers who met the program’s qualifications. This program allowed for a deferral of payments for a maximum of 90 days at a time. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date of the existing loan. On December 27, 2020, the CAA was signed into law, which extended and expanded various relief provisions of the CARES Act including the temporary relief from the accounting and disclosure requirements for TDRs until January 1, 2022. At December 31, 2022, there were no commercial or consumer deferments related to COVID-19.

The Federal Reserve also took a range of actions to support the flow of credit to households and businesses at the outbreak of the COVID-19 pandemic. The Federal Reserve established a range of facilities and programs to support the U.S. economy and U.S. marketplace participants in response to economic disruptions associated with COVID-19, including among others, the PPPLF, which was created to bolster the effectiveness of the PPP by taking loans as collateral at face value. Customers participated in some of these facilities or programs, primarily the PPPLF. Customers fully repaid the borrowing from the PPPLF during the year ended December 31, 2021. No new advances are available from the PPPLF after July 30, 2021.

69

The U.S. economy has since strengthened despite the spread of COVID-19 variants, with higher inflation and housing values beginning in 2021. Also, the ongoing global supply chain issues and the military conflict between Russia and Ukraine contributed to higher inflation in 2022. In response, the Federal Reserve began normalizing monetary policy with its decision in late 2021 to taper its quantitative easing and raising the federal funds rate beginning in March 2022. Inflation remained elevated in 2022 and 2023, reflecting supply and demand imbalances related to COVID-19 and its variants, higher food and energy prices from the military conflicts between Russia and Ukraine and in Israel, and broader price pressures. The Federal Reserve has raised interest rates significantly throughout 2022 and into 2023 in attempts to bring the inflation to its long run target rate of two percent. The Federal Reserve has indicated that the interest rates will be lowered in 2024, however significant uncertainties exist as to the extent and timing of any future rate cuts.

In early March 2023, regional banks Silicon Valley Bank and Signature Bank were placed in receivership by the state regulators and the FDIC. Citing systemic risk to the U.S. banking system, the FDIC, Federal Reserve and the U.S. Department of Treasury announced that all depositors of Silicon Valley Bank and Signature Bank would be made whole and have access to their funds. The Federal Reserve has also established a new Bank Term Funding Program, which offers loans of up to one year in length to banks, savings associations, credit unions, and other eligible depository institutions pledging U.S. Treasuries, agency debt and mortgage-backed securities and other qualifying assets as collateral. These assets will be valued at par. The BTFP is an additional source of liquidity against high-quality securities, eliminating an institution’s need to quickly sell those securities in times of stress. As of December 31, 2023, Customers had no advances outstanding under the Federal Reserve’s discount window or the BTFP. The BTFP is available through March 11, 2024. Refer to “NOTE 12 – BORROWINGS” to Customers’ audited consolidated financial statements.

Significant uncertainties as to future economic conditions continue to exist, including higher inflation and interest rate environment, elevated liquidity risk to the U.S. banking system and the exposure to the U.S. commercial real estate market, particularly to the regional banks, disruptions to global supply chain and labor markets, and higher oil and commodity prices exacerbated by the military conflicts between Russia and Ukraine and in Israel. Customers has taken deliberate actions in response, including maintaining higher levels of liquidity, reserves for credit losses on loans and leases and off-balance sheet credit exposures and strong capital ratios. Customers has shifted the mix of its loan portfolio towards low credit risk commercial loans with floating or adjustable interest rates to position the Bank for higher interest rates. Customers’ exposure to higher risk commercial real estate such as the office and retail sectors is minimal, each representing approximately 1% of the loan portfolio as of December 31, 2023. Customers has also shifted the mix of its available for sale debt securities portfolio towards variable rate, shorter duration debt securities. The Bank’s debt securities available for sale and held to maturity are available to be pledged as collateral to the FRB and FHLB for additional liquidity, including through the BTFP. The Bank had $4.6 billion in immediate available liquidity from the FRB and FHLB and cash on hand of $3.8 billion as of December 31, 2023. The Bank’s estimated FDIC insured deposits represented approximately 70.1% of our deposits (inclusive of accrued interest) as of December 31, 2023. When including collateralized and affiliate deposits as FDIC insured, this number increased to 77.0% of our deposits as of December 31, 2023. Customers is focused on growing its non-interest bearing and lower-cost interest-bearing deposits. Customers continues to monitor closely the impact of uncertainties affecting the macroeconomic conditions, the U.S. banking system, particularly regional banks, the military conflicts between Russia and Ukraine and in Israel, as well as any effects that may result from the federal government’s responses including future interest rate and regulatory actions; however, the extent to which inflation, interest rates and other macroeconomic and industry factors, the geopolitical conflicts and developments in the U.S. banking system will impact Customers’ operations and financial results in 2024 is highly uncertain.

New Accounting Pronouncements

For information about the impact that recently adopted or issued accounting guidance will have on us, refer to “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements.

Critical Accounting Policies and Estimates

Customers has adopted various accounting policies that govern the application of U.S. GAAP and that are consistent with general practices within the banking industry in the preparation of its consolidated financial statements. Customers’ significant accounting policies are described in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements.Certain accounting policies involve significant judgments and assumptions by Customers that have a material impact on the carrying value of certain assets. Customers considers these accounting policies to be critical accounting policies. The judgments and assumptions used are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions management makes, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of Customers’ assets.

The critical accounting policy that is both important to the portrayal of Customers’ financial condition and results of operations and requires complex, subjective judgments is the ACL. This critical accounting policy and material estimate, along with the related disclosures, are reviewed by Customers’ Audit Committee of the Board of Directors.

70

Allowance for Credit Losses

Customers’ ACL at December 31, 2023 represents Customers’ current estimate of the lifetime credit losses expected from its loan and lease portfolio and its unfunded lending-related commitments that are not unconditionally cancellable. Management estimates the ACL by projecting a lifetime loss rate conditional on a forecast of economic parameters and other qualitative adjustments, for the loans’ and leases’ expected remaining term.

Customers uses external sources in the creation of its forecasts, including current economic conditions and forecasts for macroeconomic variables over its reasonable and supportable forecast period (e.g., GDP growth rate, unemployment rate, BBB spread, commercial real estate and home price index). After the reasonable and supportable forecast period, which ranges from two to five years, the models revert the forecasted macroeconomic variables to their historical long-term trends, without specific predictions for the economy, over the expected life of the pool, while also incorporating prepayment assumptions into its lifetime loss rates. Internal factors that impact the quarterly allowance estimate include the level of outstanding balances, portfolio performance and assigned risk ratings. Significant loan/borrower attributes utilized in the models include property type, initial loan to value, assigned risk ratings, delinquency status, origination date, maturity date, initial FICO scores, and borrower industry and state.

The ACL may be affected materially by a variety of qualitative factors that Customers considers to reflect its current judgment of various events and risks that are not measured in our statistical procedures, including uncertainty related to the economic forecasts used in the modelled credit loss estimates, nature and volume of the loan and lease portfolio, credit underwriting policy exceptions, peer comparison, industry data, and model and data limitations. The qualitative allowance for economic forecast risk is further informed by multiple alternative scenarios, as deemed applicable, to arrive at a scenario or a composite of scenarios supporting the period-end ACL balance. The evaluation process is inherently imprecise and subjective as it requires significant management judgment based on underlying factors that are susceptible to changes, sometimes materially and rapidly. Customers recognizes that this approach may not be suitable in certain economic environments such that additional analysis may be performed at management’s discretion. Due in part to its subjectivity, the qualitative evaluation may be materially impacted during periods of economic uncertainty and late breaking events that could lead to revision of reserves to reflect management’s best estimate of expected credit losses.

The ACL is established in accordance with our ACL policy. The ACL Committee, which includes the President, Chief Financial Officer, Chief Accounting Officer, Chief Lending Officer, and Chief Credit Officer, among others, reviews the adequacy of the ACL each quarter, together with Customers’ risk management team. The ACL policy, significant judgments and the related disclosures are reviewed by Customers’ Audit Committee of the Board of Directors.

The net increase in our estimated ACL as of December 31, 2023 as compared to December 31, 2022 resulted primarily from additional provision for credit losses from the recognition of weaker and increased uncertainties in macroeconomic forecasts and the recognition of ACL for PCD loans acquired from the FDIC, net of related charge-offs upon acquisition, partially offset by a decrease in loan balances held for investment. The provision for credit losses on loans and leases for the year ended December 31, 2023 was $70.8 million, for an ending ACL balance of $138.2 million ($135.3 million for loans and leases and $2.9 million for unfunded lending-related commitments) as of December 31, 2023.

To determine the ACL as of December 31, 2023, Customers utilized Moody’s December 2023 Baseline forecast to generate its modelled expected losses and considered Moody’s other alternative economic forecast scenarios to qualitatively adjust the modelled ACL by loan portfolio in order to reflect management’s reasonable expectations of current and future economic conditions. The Baseline forecast at December 31, 2023 assumed lower growth rates in macroeconomic forecasts compared to the macroeconomic forecasts used by Customers in 2022; the Federal Reserve Board not raising the effective fed funds rate further as it has reached its terminal range of 5.25% to 5.5%, and easing gradually beginning in mid-2024; the federal government avoiding a shutdown in the fourth quarter 2023 and remaining in continuous operation through 2024; recent U.S. bank failures are not symptomatic of a broader problem in the U.S. financial system and policymakers’ aggressive response will ensure that the failures do not weaken the financial system or the U.S. economy; the military conflict between Russia and Ukraine continuing for the foreseeable future but its fallout on energy, agriculture and other commodity markets and the global economy fading; the war in Israel not broadening to a regional conflict and disrupting global energy markets; the CPI rising 2.8% in 2024 and 2.4% in 2025; and the unemployment rate rising to 4.0% in 2024 and 4.1% in 2025. Customers continues to monitor the impact of the U.S. banking system turmoil, the military conflict between Russia and Ukraine and in Israel, inflation, and monetary and fiscal policy measures on the U.S. economy and, if pace of the expected recovery is worse than expected, further meaningful provisions for credit losses could be required.

71

The net decrease in our estimated ACL as of December 31, 2022 as compared to December 31, 2021 resulted primarily from the sale of consumer installment loans held for investment to a third-party sponsored VIE, partially offset by loan growth, deteriorating macroeconomic forecasts and increases in charge-offs primarily attributed to $11.0 million in commercial and industrial loans originated under the PPP that were subsequently determined to be ineligible for SBA forgiveness and guarantee and ultimately deemed uncollectible, a partial charge-off of a performing non-owner occupied commercial real estate loan that Customers decided to exit, and higher charge-offs in consumer installment loans and overdrawn deposit accounts. Refer to “NOTE 6 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for more information on the sale of consumer installment loans held for investment during the year ended December 31, 2022. The provision for credit losses on loans and leases for the year ended December 31, 2022 was $59.5 million, for an ending ACL balance of $133.9 million ($130.9 million for loans and leases and $3.0 million for unfunded lending-related commitments) as of December 31, 2022. To determine the ACL as of December 31, 2022, Customers utilized Moody’s December 2022 Baseline forecast to generate its modelled expected losses and considered Moody’s other alternative economic forecast scenarios to qualitatively adjust the modelled ACL by loan portfolio in order to reflect management’s reasonable expectations of current and future economic conditions. The Baseline forecast at December 31, 2022 assumed lower growth rates in macroeconomic forecasts compared to the macroeconomic forecasts used by Customers in 2021; oil prices remaining volatile, but gradually declining by mid-2023, recession fears, weakening global economies and the embargo on Russian crude oil from the Russian invasion of Ukraine; COVID-19 becoming less disruptive to global supply chains, tourism and business travel, immigration and labor markets; the Federal Reserve raising the effective fed funds rate to just under 5.0% and cutting the fed funds rate beginning in late 2023 and throughout 2024; the CPI rising 4.1% in 2023 and 2.4% in 2024; and the unemployment rate rising to 4.0% in 2023 and 4.1% in 2024.

One of the most significant judgments influencing the ACL is the macroeconomic forecasts from Moody’s. Changes in the economic forecasts could significantly affect the estimated credit losses which could potentially lead to materially different allowance levels from one reporting period to the next. Given the dynamic relationship between macroeconomic variables within Customers’ modelling framework, it is difficult to estimate the impact of a change in any one individual variable on the ACL. However, to illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario. This scenario includes assumptions around an extended federal government shutdown causing consumer and business confidence to decline, recent bank failures raising fears of further collapse in the banking industry, reducing consumer confidence and causing banks to tighten lending standards, the Federal Reserve keeping the fed funds rate at the terminal range of 5.25% to 5.5% through the first quarter of 2024 but easing subsequently as the economy weakens, military conflict between Russia and Ukraine persisting longer than expected, the war in Israel leading to a wider regional conflict, rising unemployment and the U.S. economy falling into recession in the first quarter of 2024. Under this scenario, as an example, the unemployment rate is estimated at 6.7% and 7.4% in 2024 and 2025, respectively. These numbers represent a 2.7% and 3.3% higher unemployment estimate than Baseline scenario projections of 4.0% and 4.1% for the same time periods, respectively. To demonstrate the sensitivity to key economic parameters, management calculated the difference between a 100% Baseline weighting and a 100% adverse scenario weighting for modelled results. This would result in an incremental quantitative impact to the ACL of approximately $56.8 million at December 31, 2023. This resulting difference is not intended to represent an expected increase in ACL levels since (i) Customers may use a weighted approach applied to multiple economic scenarios for its ACL process, (ii) the highly uncertain economic environment, (iii) the difficulty in predicting inter-relationships between macroeconomic variables used in various economic scenarios, and (iv) the sensitivity analysis does not account for any qualitative adjustments incorporated by Customers as part of its overall ACL framework.

There is no certainty that Customers’ ACL will be appropriate over time to cover losses in our portfolio as economic and market conditions may ultimately differ from our reasonable and supportable forecast. Additionally, events adversely affecting specific customers, industries, or Customers’ markets, such as geopolitical instability, risks of rising inflation including a near-term recession, or worsening of the U.S. banking system turmoil, could severely impact our current expectations. If the credit quality of Customers’ customer base materially deteriorates or the risk profile of a market, industry, or group of customers changes materially, Customers’ net income and capital could be materially adversely affected which, in turn could have a material adverse effect on Customers’ financial condition and results of operations. The extent to which the geopolitical instability, risks of rising inflation and worsening of the U.S. banking system turmoil and federal government shutdown have and will continue to negatively impact Customers’ businesses, financial condition, liquidity and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision at this time.

For more information, refer to “NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements.

72

Results of Operations

The following discussion of Customers Bancorp’s consolidated results of operations should be read in conjunction with its consolidated financial statements, including the accompanying notes. Please refer to Critical Accounting Policies and Estimates in this Management’s Discussion and Analysis and “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements for information concerning certain significant accounting policies and estimates applied in determining reported results of operations.

The following table sets forth the condensed statements of income for the years ended December 31, 2023 and 2022:

For the Years Ended December 31,
(dollars in thousands)20232022Change% Change
Net interest income$687,449$623,720$63,72910.2%
Provision for credit losses74,61160,06614,54524.2%
Total non-interest income70,56532,27238,293118.7%
Total non-interest expense352,663304,62948,03415.8%
Income before income tax expense330,740291,29739,44313.5%
Income tax expense80,59763,26317,33427.4%
Net income250,143228,03422,1099.7%
Preferred stock dividends14,6959,6325,06352.6%
Net income available to common shareholders$235,448$218,402$17,0467.8%

Customers reported net income available to common shareholders of $235.4 million for the year ended December 31, 2023, compared to $218.4 million for the year ended December 31, 2022. Factors contributing to the change in net income available to common shareholders for the year ended December 31, 2023 compared to the year ended December 31, 2022 were as follows:

Net interest income

Net interest income increased $63.7 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to an increase in average interest-earning assets and higher market interest rates on variable rate loans, interest-earning deposits and investments, offset in part by higher funding costs from higher average balances of certificate of deposits and other borrowings and increased market interest rates. The average interest-earning assets increased by $1.4 billion for the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase in interest-earning assets was primarily driven by increases in interest-earning deposits, commercial and industrial loans and leases, primarily in variable rate lower credit risk specialty lending and multifamily loans, partially offset by decreases in PPP loans due to PPP loan forgiveness and guarantee payments from the SBA as the PPP program was substantially completed in early 2023, commercial loans to mortgage companies due to lower mortgage activity from rising interest rates, and consumer installment loans as Customers continued its de-risking strategy. NIM increased by 10 basis points to 3.29% for the year ended December 31, 2023, from 3.19% for the year ended December 31, 2022. The shift in the mix of interest-earning assets in a rising interest rate environment, mostly due to higher interest rates on variable rate loans in specialty lending, investments and interest-earning deposits, drove a 200 basis point increase in the yield on interest-earning assets. The higher-than-expected purchase discount accretion of approximately $27 million recognized on the Venture Banking loan portfolio acquired from the FDIC on June 15, 2023 due to loan maturities and increased payoffs, which is unlikely to occur in future periods, also contributed to the higher interest income in specialty lending and the NIM increase for the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase in NIM was offset in part by a shift in the mix of interest-bearing liabilities in a rising interest rate environment, which drove a 249 basis point increase in the cost of interest-bearing liabilities, and reduced recognition of net deferred loan origination fees from PPP loans driven by lower loan forgiveness, which accelerated the recognition of net deferred loan origination fees, for the year ended December 31, 2023 compared to the year ended December 31, 2022. Customers’ total cost of deposits, including interest-bearing and non-interest bearing deposits, were 3.27% and 1.31% for the years ended December 31, 2023 and 2022, respectively. Customers’ total cost of funds, including non-interest bearing deposits and borrowings, was 3.45% and 1.42% for the years ended December 31, 2023 and 2022, respectively.

73

Provision for credit losses

The $14.5 million increase in the provision for credit losses for the year ended December 31, 2023 compared to the year ended December 31, 2022, resulted primarily from the recognition of weaker and increased uncertainties in macroeconomic forecasts, partially offset by a decrease in loan balances held for investment. The ACL on off-balance sheet credit exposures is presented within accrued interest payable and other liabilities in the consolidated balance sheet and the related provision is presented as part of other non-interest expense on the consolidated statement of income. The ACL on loans and leases held for investment, represented 1.13% of total loans and leases receivable at December 31, 2023, compared to 0.93% at December 31, 2022.

Net charge-offs for the year ended December 31, 2023 were $69.0 million, or 48 basis points of average total loans and leases, compared to $66.4 million, or 45 basis points of average total loans and leases for the year ended December 31, 2022. The net charge-offs of $69.0 million for the year ended December 31, 2023 excludes $6.2 million of charge-offs for certain PCD loans acquired from the FDIC applied against $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of the Venture Banking loan portfolio on June 15, 2023. Subsequent recoveries and charge-offs of these PCD loans are included in the period in which they occur. The increase in net charge-offs was primarily due to higher charge-offs for consumer installment loans, partially offset by subsequent recoveries of PCD loans acquired from the FDIC in 2023 and a partial charge-off of a performing non-owner occupied commercial real estate loan that Customers decided to exit in 2022.

The provision for credit losses for the year ended December 31, 2023 and 2022 also included a provision for credit losses of $3.8 million on certain asset-backed securities and corporate notes and $0.6 million on certain asset-backed securities, respectively, included in our investment securities available for sale. Refer to “NOTE 6 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

Non-interest income

The $38.3 million increase in non-interest income for the year ended December 31, 2023 compared to the year ended December 31, 2022 resulted primarily from $23.5 million of loss on sale of $521.8 million of consumer installment loans held for investment, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE for the year ended December 31, 2022, a decrease of $22.6 million in net loss realized from the sale of AFS debt securities, and increases of $8.5 million in commercial lease income and $8.0 million in loans fees. These increases were offset in part by $7.5 million in legal settlement gain for the year ended December 31, 2022, $5.0 million in loss on sale of capital call lines of credit for the year ended December 31, 2023, and decreases of $4.4 million in gains from the sales of SBA and other loans, $3.9 million in bank-owned life insurance income, $2.3 million in mortgage warehouse transactional fees and $1.1 million in other non-interest income for the year ended December 31, 2023 compared to the year ended December 31, 2022. Refer to “NOTE 6 – INVESTMENT SECURITIES”, “NOTE 7 – LOANS HELD FOR SALE” and “NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements for additional information on the sales of consumer installment loans and capital call lines of credit.

Non-interest expense

The $48.0 million increase in non-interest expense for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from a legal settlement expense of $4.1 million for the year ended December 31, 2023, and increases of $26.2 million in FDIC assessments, non-income taxes, and regulatory fees, $20.9 million in salaries and employee benefits, $7.7 million in professional services, $6.9 million in commercial lease depreciation, $2.6 million in other non-interest expense and $2.1 million in loan servicing. These increases were offset in part by decreases of $19.4 million in technology, communication and bank operations and $3.5 million in occupancy for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Income tax expense

Customers’ effective tax rate was 24.4% for the year ended December 31, 2023 compared to 21.7% for the year the ended December 31, 2022. The increase in the effective tax rate for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to tax expense on surrendered bank-owned life insurance policies of $4.1 million, partially offset by the recognition of uncertain tax positions in 2022 and an increase in income tax credits.

Preferred stock dividends

Preferred stock dividends were $14.7 million and $9.6 million for the years ended December 31, 2023 and 2022, respectively. There were no changes to the amount of preferred stock outstanding during the years ended December 31, 2023 and 2022.

74

On June 15, 2021, the Series E Preferred Stock became floating at three-month LIBOR plus 5.14%, compared to a fixed rate of 6.45%. On December 15, 2021, the Series F Preferred Stock became floating at three-month LIBOR plus 4.762%, compared to a fixed rate of 6.00%. Pursuant to the Adjustable Interest Rate (LIBOR) Act enacted by Congress on March 15, 2022, Customers substituted three-month term SOFR plus a tenor spread adjustment of 26.161 basis points for three-month LIBOR as the benchmark reference rate on Series E and F Preferred Stock, plus 5.14% and 4.762%, respectively, beginning with dividends declared on October 25, 2023.

75

NET INTEREST INCOME

Net interest income (the difference between the interest earned on loans and leases, investments and interest-earning deposits with banks, and interest paid on deposits, borrowed funds and subordinated debt) is the primary source of Customers’ earnings. The following table summarizes Customers’ net interest income, related interest spread, net interest margin and the dollar amount of changes in interest income and interest expense for the major categories of interest-earning assets and interest-bearing liabilities for the years ended December 31, 2023 and 2022. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.

For the Years Ended December 31,For the Years Ended December 31,
202320222023 vs. 2022
(dollars in thousands)Average balanceInterest income or expenseAverage yield or costAverage balanceInterest income or expenseAverage yield or costDue to rateDue to volumeTotal
Assets
Interest-earning deposits$2,375,488$125,9235.30%$620,071$10,9521.77%$47,519$67,452$114,971
Investment securities (1)4,057,564200,6594.95%3,992,934119,2362.99%79,4611,96281,423
Loans and leases:
Commercial and industrial:
Specialty lending loans and leases (2)5,704,220513,9769.01%4,357,995218,1895.01%213,27182,516295,787
Other commercial and industrial loans (2)1,634,937106,8246.53%1,540,43569,5644.52%32,7424,51837,260
Commercial loans to mortgage companies1,179,14167,6605.74%1,682,47164,4133.83%26,128(22,881)3,247
Multifamily loans2,165,06785,2043.94%1,957,67273,9873.78%3,2028,01511,217
PPP loans341,98726,6277.79%1,724,65979,3814.60%34,531(87,285)(52,754)
Non-owner occupied commercial real estate loans1,423,92981,9705.76%1,356,08659,0874.36%19,7983,08522,883
Residential mortgages533,21323,2404.36%492,87019,0483.86%2,5691,6234,192
Installment loans1,437,078127,2378.85%1,798,977161,6448.99%(2,473)(31,934)(34,407)
Total loans and leases (3)14,419,5721,032,7387.16%14,911,165745,3135.00%312,719(25,294)287,425
Other interest-earning assets118,5748,0406.78%64,2049,872NM (6)(7,380)5,548(1,832)
Total interest-earning assets20,971,1981,367,3606.52%19,588,374885,3734.52%415,67066,317481,987
Non-interest-earning assets515,185521,370
Total assets$21,486,383$20,109,744
Liabilities
Interest checking accounts$6,048,797241,0253.98%$6,853,533125,1001.83%132,169(16,244)115,925
Money market deposit accounts2,358,43793,4343.96%4,615,57457,7651.25%75,147(39,478)35,669
Other savings accounts1,029,95141,5564.03%716,8386,7270.94%30,7444,08534,829
Certificates of deposit4,401,855200,4224.55%1,352,78736,6472.71%37,914125,861163,775
Total interest-bearing deposits (4)13,839,040576,4374.17%13,538,732226,2391.67%345,0855,113350,198
Federal funds purchased3,7811884.97%349,5815,8111.66%3,915(9,538)(5,623)
Borrowings2,073,553103,2864.98%792,56329,6033.74%12,54261,14173,683
Total interest-bearing liabilities15,916,374679,9114.27%14,680,876261,6531.78%394,52323,735418,258
Non-interest-bearing deposits (4)3,801,0533,780,185
Total deposits and borrowings19,717,4273.45%18,461,0611.42%
Other non-interest-bearing liabilities272,599255,911
Total liabilities19,990,02618,716,972
Shareholders’ equity1,496,3571,392,772
Total liabilities and shareholders’ equity$21,486,383$20,109,744
Net interest income687,449623,720$21,147$42,582$63,729
Tax-equivalent adjustment1,5681,185
Net interest earnings$689,017$624,905
Interest spread3.07%3.10%
Net interest margin3.28%3.18%
Net interest margin tax equivalent3.29%3.19%
Net interest margin tax equivalent, excluding PPP loans (5)3.28%3.16%

76

(1)For presentation in this table, average balances and the corresponding average yields for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.

(2)Includes owner occupied commercial real estate loans.

(3)Includes non-accrual loans, the effect of which is to reduce the yield earned on loans and leases, and deferred loan fees.

(4)Total costs of deposits (including interest bearing and non-interest-bearing) were 3.27% and 1.31% for the years ended December 31, 2023 and 2022, respectively.

(5)Non-GAAP tax-equivalent basis, using an estimated marginal tax rate of 26% for both the years ended December 31, 2023 and 2022, presented to approximate interest income as a taxable asset and excluding net interest income from PPP loans and related borrowings, along with the related PPP loan balances and PPP fees receivable from interest-earning assets. Management uses non-GAAP measures to present historical periods comparable to the current period presentation. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedule that follows this table.

(6)Not Meaningful. Average yield on other interest-earning assets for the year ended December 31, 2022 was 15.38% primarily due to $6.4 million of equity investment distributions.

Net interest income increased $63.7 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to an increase in average interest-earning assets and higher market interest rates on variable rate loans, interest-earning deposits and investments, offset in part by higher funding costs from higher average balances of certificate of deposits and other borrowings and increased market interest rates. The average interest-earning assets increased by $1.4 billion, primarily related to increases in interest-earning deposits, commercial and industrial loans and leases, primarily in variable rate lower credit risk specialty lending and multifamily loans, partially offset by decreases in PPP loans due to PPP loan forgiveness and guarantee payments from the SBA as forgiveness and guarantee claims processing for the PPP program was substantially completed in early 2023, commercial loans to mortgage companies and consumer installment loans. Commercial loans to mortgage companies decreased due to lower mortgage activity from rising interest rates. Consumer installment loans decreased as Customers continued its de-risking strategy.

The NIM increased by 10 basis points to 3.29% for the year ended December 31, 2023, from 3.19% for the year ended December 31, 2022 resulting primarily from a shift in the mix of interest-earning assets in a rising interest rate environment, partially offset by a shift in the mix of interest-bearing liabilities in a rising interest rate environment and reduced recognition of net deferred loan origination fees from PPP loans driven by lower loan forgiveness, which accelerated the recognition of net deferred loan origination fees. The shift in the mix of interest-earning assets in a rising interest rate environment, mostly due to higher interest rates on variable rate loans in specialty lending, investments and interest-earning deposits, drove a 200 basis point increase in the yield on interest-earning assets. The higher-than-expected purchase discount accretion of approximately $27 million recognized on the Venture Banking loan portfolio acquired from the FDIC on June 15, 2023 due to loan maturities and increased payoffs, which is unlikely to occur in future periods, also contributed to the higher interest income in specialty lending and the NIM increase for the year ended December 31, 2023 compared to the year ended December 31, 2022. The increase in NIM was offset in part by a shift in the mix of interest-bearing liabilities in a rising interest rate environment, which drove a 249 basis point increase in the cost of interest-bearing liabilities. Customers’ total cost of deposits, including interest-bearing and non-interest bearing deposits was 3.27% and 1.31% for the years ended December 31, 2023 and 2022, respectively. Customers’ total cost of funds, including non-interest bearing deposits and borrowings was 3.45% and 1.42% for the years ended December 31, 2023 and 2022, respectively.

Customers’ net interest margin table contains non-GAAP financial measures calculated using non-GAAP amounts. These measures include net interest margin tax equivalent, excluding PPP loans. Management uses these non-GAAP measures to compare the current period presentation to historical periods in prior filings. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities.

77

A reconciliation of net interest margin tax equivalent, excluding PPP loans for the years ended December 31, 2023 and 2022 is set forth below.

For the Years Ended December 31,
(dollars in thousands)20232022
Net interest income (GAAP)$687,449$623,720
Tax-equivalent adjustment1,5681,185
Net interest income tax equivalent (GAAP)689,017624,905
Loans receivable, PPP net interest income(11,364)(60,402)
Net interest income tax equivalent, excluding PPP loans (Non-GAAP)$677,653$564,503
Average total interest-earning assets (GAAP)$20,971,198$19,588,374
Average PPP loans(341,987)(1,724,659)
Adjusted average total interest-earning assets (Non-GAAP)$20,629,211$17,863,715
Net interest margin (GAAP)3.28%3.18%
Net interest margin tax equivalent (GAAP)3.29%3.19%
Net interest margin tax equivalent, excluding PPP loans (Non-GAAP)3.28%3.16%

PROVISION FOR CREDIT LOSSES

For more information about the provision and Customers’ ACL methodology and loss experience, see Critical Accounting Policies and Estimates and “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” and “NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements.

Customers maintains an ACL to cover current expected credit losses as of the balance sheet date on loans and leases held for investment that are not reported at their fair value on a recurring basis. The ACL is increased through periodic provisions for credit losses on loans and leases that are charged as an expense on the consolidated statements of income and is reduced by charge-offs, net of recoveries. The loan and lease portfolio is reviewed quarterly to evaluate the performance of the portfolio and the adequacy of the ACL. The ACL is estimated as of the end of each quarter and compared to the balance recorded in the general ledger, net of charge-offs and recoveries. The allowance is adjusted to the estimated ACL balance with a corresponding charge (or debit) to the provision for credit losses on loans and leases.

The provision for credit losses is a charge to earnings to maintain the ACL at a level consistent with management’s assessment of expected lifetime losses in the loan and lease portfolio at the balance sheet date. Customers recorded a provision for credit losses for loans and leases of $70.8 million and $59.5 million for the years ended December 31, 2023 and 2022, respectively. Customers recorded a benefit to provision for credit losses of $0.1 million and a provision for credit losses of $0.9 million of lending-related commitments for the years ended December 31, 2023 and 2022, respectively. The $11.4 million increase in the provision for credit losses for loans and leases for the year ended December 31, 2023 compared to the year ended December 31, 2022 resulted primarily from the recognition of weaker and increased uncertainties in macroeconomic forecasts, partially offset by a decrease in loan balances held for investment.

Net charge-offs for the year ended December 31, 2023 were $69.0 million, or 48 basis points of average total loans and leases, compared to $66.4 million, or 45 basis points of average total loans and leases for the year ended December 31, 2022. The net charge-offs of $69.0 million for the year ended December 31, 2023 excludes $6.2 million of charge-offs for certain PCD loans acquired from the FDIC applied against $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of the Venture Banking loan portfolio on June 15, 2023. Subsequent recoveries and charge-offs of these PCD loans are included in the period in which they occur. The increase in net charge-offs primarily related to higher charge-offs for consumer installment loans, partially offset by subsequent recoveries of PCD loans acquired from the FDIC in 2023 and a partial charge-off of a performing non-owner occupied commercial real estate loan that Customers decided to exit in 2022.

For more information about the provision and ACL and our loss experience on loans and leases, refer to “Credit Risk” and “Asset Quality” herein.

78

The provision for credit losses for the years ended December 31, 2023 and 2022 also included a provision for credit losses of $3.8 million on certain asset-backed securities and corporate notes and $0.6 million on certain asset-backed securities, respectively, included in our investment securities available for sale. Refer to “NOTE 6 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

NON-INTEREST INCOME

The table below presents the components of non-interest income for the years ended December 31, 2023 and 2022.

For the Years Ended December 31,Change% Change
(dollars in thousands)20232022
Commercial lease income$36,179$27,719$8,46030.5%
Loan fees20,21612,1888,02865.9%
Bank-owned life insurance11,77715,697(3,920)(25.0)%
Mortgage warehouse transactional fees4,3956,738(2,343)(34.8)%
Gain (loss) on sale of SBA and other loans(1,200)3,155(4,355)(138.0)%
Loss on sale of capital call lines of credit(5,037)(5,037)NM
Loss on sale of consumer installment loans(23,465)23,465(100.0)%
Net gain (loss) on sale of investment securities(574)(23,164)22,590(97.5)%
Legal settlement gain7,519(7,519)(100.0)%
Other4,8095,885(1,076)(18.3)%
Total non-interest income$70,565$32,272$38,293118.7%

Commercial lease income

Commercial lease income represents income earned on commercial operating leases generated by Customers’ commercial equipment financing group in which Customers is the lessor. The $8.5 million increase in commercial lease income for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from the growth of Customers’ equipment finance business.

Loan fees

The $8.0 million increase in loan fees for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from an increase in fees earned on unused lines of credit, servicing related revenue and other fees from commercial borrowers.

Bank-owned life insurance

Bank-owned life insurance income represents income earned on life insurance policies owned by Customers including an increase in cash surrender value of the policies and any benefits paid by insurance carriers under the policies. The $3.9 million decrease in bank-owned life insurance income for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from a decrease in death benefits paid by insurance carriers under the policies.

Mortgage warehouse transactional fees

The $2.3 million decrease in mortgage warehouse transactional fees for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from lower mortgage activity due to higher interest rates. There can be no assurance that Customers will earn mortgage warehouse transactional fees in 2024 comparable to 2023, given the lower mortgage banking activity in a higher interest rate environment.

79

Gain (loss) on sale of SBA and other loans

The $4.4 million decrease in gain on sale of SBA and other loans for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from $0.2 million in net gains on sales of $78.6 million of SBA loans, $0.2 million in losses on sales of consumer installment loans held for sale and a loss of $1.2 million, inclusive of transaction costs, on sales of $556.7 million in consumer installment loans that were classified as held for sale, accrued interest and unamortized deferred loan origination costs, to third-party sponsored VIEs in 2023, as compared to $3.2 million in gains from sales of $31.8 million in SBA loans and a commercial lease in 2022. Customers has continued to build out its held-for-sale strategy in 2023 in which we accumulate loans with the intent to sell in the future. There can be no assurance that Customers will realize gains on the sale of loans in 2024, given the significant uncertainty in the capital markets. Refer to “NOTE 6 – INVESTMENT SECURITIES” and “NOTE 7 – LOANS HELD FOR SALE” to Customers’ audited consolidated financial statements for additional information on the sale of consumer installment loans held for sale.

Loss on sale of capital call lines of credit

The $5.0 million increase in realized loss from the sale of capital call lines of credit for the year ended December 31, 2023 compared to the year ended December 31, 2022 reflected the sale of $670.0 million of short-term syndicated capital call lines of credit within specialty lending, inclusive of accrued interest and unamortized deferred loan origination costs for the year ended December 31, 2023, compared to no such sales for the year ended December 31, 2022. Customers decided to exit completely the non-strategic, short-term syndicated call lines of credit with borrowers that Customers had no deposit relationships. Refer to “NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements for additional information.

Loss on sale of consumer installment loans

The $23.5 million decrease in realized loss from the sale of consumer installment loans for the year ended December 31, 2023 compared to the year ended December 31, 2022 reflected a loss on sale of $521.8 million in consumer installment loans held for investment, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE during the year ended December 31, 2022. Refer to “NOTE 6 – INVESTMENT SECURITIES” and “NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements for additional information.

Net gain (loss) on sale of investment securities

The $22.6 million decrease in net loss on sale of investment securities for the year ended December 31, 2023 compared to the year ended December 31, 2022 reflects net losses realized from the sales of $297.4 million in AFS debt securities for the year ended December 31, 2023, compared to the sales of $983.6 million in AFS debt securities for the year ended December 31, 2022. There can be no assurance that Customers will realize gains on the sale of investment securities in 2024, given the significant uncertainty in the capital markets and fluctuations in our funding needs, which may impact Customers’ investment strategy.

Legal settlement gain

The $7.5 million decrease in legal settlement gain for the year ended December 31, 2023 compared to the year ended December 31, 2022 reflects the gain from the court-approved settlement with a third party PPP service provider during the year ended December 31, 2022.

Other non-interest income

The $1.1 million decrease in other non-interest income for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from decreases in unrealized gains on derivatives due to changes in market interest rates and deposit account analysis fees, partially offset by increases in SERP income and unrealized gains on investment equity securities due to changes in market prices.

80

NON-INTEREST EXPENSE

The table below presents the components of non-interest expense for the years ended December 31, 2023 and 2022.

For the Years Ended December 31,Change% Change
(dollars in thousands)20232022
Salaries and employee benefits$133,275$112,365$20,91018.6%
Technology, communication and bank operations65,55084,998(19,448)(22.9)%
Commercial lease depreciation29,89822,9786,92030.1%
Professional services35,17727,4657,71228.1%
Loan servicing17,07515,0232,05213.7%
Occupancy10,07013,606(3,536)(26.0)%
FDIC assessments, non-income taxes, and regulatory fees35,0368,86926,167295.0%
Advertising and promotion3,0952,54155421.8%
Legal settlement expense4,0964,096NM
Other19,39116,7842,60715.5%
Total non-interest expense$352,663$304,629$48,03415.8%

Salaries and employee benefits

The $20.9 million increase in salaries and employee benefits for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from an increase in average full-time equivalent team members, annual merit increases, incentives and SERP expenses due to changes in market prices.

Technology, communication and bank operations

The $19.4 million decrease in technology, communication and bank operations expense for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from decreases in deposit servicing-related expenses resulting from lower servicing fees and the discontinuation of the interchange maintenance fees paid to BM Technologies, the successor entity to BMT that was divested on January 4, 2021, partially offset by increases in processing and software expenses including a $6.5 million increase in fees paid for software as a service.

Customers incurred $29.6 million and $57.0 million in deposit servicing fees to BM Technologies under the deposit servicing agreement included within the technology, communication and bank operations expense during the years ended December 31, 2023 and 2022, respectively. Customers and BM Technologies agreed to remove Customers’ obligation under the deposit servicing agreement to pay BM Technologies the interchange maintenance fee which is the difference between the Durbin-exempt and Durbin-recalculated interchange revenues effective early 2023. On March 22, 2023, Customers agreed to amend and extend an existing white label relationship with a third party and BM Technologies, whereby Customers will continue to pay deposit servicing fees to BM Technologies. On December 1, 2023, Customers had an outflow of approximately $430.0 million of student-related deposits serviced by BM Technologies to a new sponsor bank.

Commercial lease depreciation

The $6.9 million increase in commercial lease depreciation for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from the growth of the operating lease arrangements originated by Customers’ commercial equipment financing group in which Customers is the lessor.

Professional services

The $7.7 million increase in professional services for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from increases in legal fees related to loan transactions and PPP related matters and consulting fees related to technology, compliance and risk management.

Loan servicing

The $2.1 million increase in loan servicing for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from the growth in loan portfolios serviced by third parties.

81

Occupancy

The $3.5 million decrease in occupancy for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to lower depreciation and amortization, and impairment charges of $1.4 million for ROU assets, bank premises and equipment related to consolidation of branch locations and other offices during the year ended December 31, 2022.

FDIC assessments, non-income taxes, and regulatory fees

The $26.2 million increase in FDIC assessments, non-income taxes, and regulatory fees for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from an increase in FDIC assessment rates, including special assessments of $3.7 million. In October 2022, FDIC issued a final rule to increase the initial base deposit insurance assessment rate by two basis points for all insured depository institutions beginning in 2023. In November 2023, FDIC issued a final rule to implement a special assessment of 3.36 basis points on the uninsured deposits in excess of $5 billion as of December 31, 2022 to recover the losses arising from the closures of Silicon Valley Bank and Signature Bank in early March 2023. The special assessment will be paid over eight quarterly periods beginning in the first quarter 2024. Customers had approximately $6.4 billion in uninsured deposits as of December 31, 2022. The total special assessment amount to be paid by Customers may vary based on collections ultimately received by the FDIC to recover its losses.

Legal settlement expense

The $4.1 million increase in legal settlement expense for the year ended December 31, 2023 compared to the year ended December 31, 2022 reflects expenses from a settlement with a third party PPP service provider.

Other non-interest expenses

The $2.6 million increase in other non-interest expenses for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from increases in provision for operating losses and expenses related to business development, partially offset by recoveries of loan workout expenses.

INCOME TAXES

The table below presents income tax expense from continuing operations and the effective tax rate for the years ended December 31, 2023 and 2022.

For the Years Ended December 31,
(dollars in thousands)20232022Change% Change
Income before income tax expense$330,740$291,297$39,44313.5%
Income tax expense80,59763,26317,33427.4%
Effective tax rate24.4%21.7%

The $17.3 million increase in income tax expense for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from an increase in pre-tax income from continuing operations and tax expense on surrendered bank-owned life insurance policies of $4.1 million. The increase in the effective tax rate for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily resulted from tax expense on surrendered bank-owned life insurance policies of $4.1 million, partially offset by the recognition of uncertain tax positions in 2022 and an increase in income tax credits. For the reconciliation of the effective tax rate and the statutory federal tax rate, refer to “NOTE 16 – INCOME TAXES” to Customers’ audited consolidated financial statements.

PREFERRED STOCK DIVIDENDS

Preferred stock dividends were $14.7 million and $9.6 million for the years ended December 31, 2023 and 2022, respectively. There were no changes to the amount of preferred stock outstanding during the years ended December 31, 2023 and 2022.

On June 15, 2021, the Series E Preferred Stock became floating at three-month LIBOR plus 5.14%, compared to a fixed rate of 6.45%. On December 15, 2021, the Series F Preferred Stock became floating at three-month LIBOR plus 4.762%, compared to a fixed rate of 6.00%. Pursuant to the Adjustable Interest Rate (LIBOR) Act enacted by Congress on March 15, 2022, Customers substituted three-month term SOFR plus a tenor spread adjustment of 26.161 basis points for three-month LIBOR as the benchmark reference rate on Series E and F Preferred Stock, plus 5.14% and 4.762%, respectively, beginning with dividends declared on October 25, 2023.

82

Financial Condition

General

Customers’ total assets were $21.3 billion at December 31, 2023. This represented an increase of $420.2 million from total assets of $20.9 billion at December 31, 2022. The increase in total assets was primarily driven by increases of $3.4 billion in cash and cash equivalents and $262.9 million in investment securities held to maturity, partially offset by decreases of $1.3 billion in loans and leases receivable, $923.4 million in loans receivable, PPP, $425.4 million in loans receivable, mortgage warehouse, at fair value, $581.9 million in investment securities, at fair value and $46.2 million in bank-owned life insurance.

Total liabilities were $19.7 billion at December 31, 2023. This represented an increase of $184.7 million from $19.5 billion at December 31, 2022. The increase in total liabilities primarily resulted from an increase in FHLB advances of $403.2 million, partially offset by a decrease of $236.7 million in total deposits.

The following table sets forth certain key condensed balance sheet data as of December 31, 2023 and 2022:

December 31,
(dollars in thousands)20232022Change% Change
Cash and cash equivalents$3,846,346$455,806$3,390,540743.9%
Investment securities, at fair value2,405,6402,987,500(581,860)(19.5)%
Investment securities held to maturity1,103,170840,259262,91131.3%
Loans held for sale340,317328,31212,0053.7%
Loans receivable, mortgage warehouse, at fair value897,9121,323,312(425,400)(32.1)%
Loans receivable, PPP74,735998,153(923,418)(92.5)%
Loans and leases receivable11,889,12013,144,894(1,255,774)(9.6)%
Allowance for credit losses on loans and leases(135,311)(130,924)(4,387)3.4%
Bank-owned life insurance292,193338,441(46,248)(13.7)%
Other assets366,829400,135(33,306)(8.3)%
Total assets21,316,26520,896,112420,1532.0%
Total deposits17,920,23618,156,953(236,717)(1.3)%
FHLB advances1,203,207800,000403,20750.4%
Other borrowings123,840123,5802600.2%
Subordinated debt182,230181,9522780.2%
Accrued interest payable and other liabilities248,358230,66617,6927.7%
Total liabilities19,677,87119,493,151184,7200.9%
Total shareholders’ equity1,638,3941,402,961235,43316.8%
Total liabilities and shareholders’ equity$21,316,265$20,896,112$420,1532.0%

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks and interest-earning deposits. Cash and due from banks consists mainly of vault cash and cash items in the process of collection. Cash and due from banks were $45.2 million and $58.0 million at December 31, 2023 and 2022, respectively. Cash and cash due from banks balances vary from day to day, primarily due to variations in customers’ deposit activities with the Bank.

Interest-earning deposits consist of cash deposited at other banks, primarily the FRB. Interest-earning deposits were $3.8 billion and $397.8 million at December 31, 2023 and 2022, respectively. The balance of interest-earning deposits varies from day to day, depending on several factors, such as fluctuations in customers’ deposits with Customers, payment of checks drawn on customers’ accounts and strategic investment decisions made to maximize Customers’ net interest income, while effectively managing interest-rate risk and liquidity. The increase in interest-earning deposits since December 31, 2022 primarily resulted from maintaining a higher level of liquidity in response to heightened liquidity risk to the U.S. banking system, particularly to the regional banks since early March 2023.

83

Investment securities at fair value

The investment securities portfolio is an important source of interest income and liquidity. It consists primarily of mortgage-backed securities and collateralized mortgage obligations guaranteed by agencies of the United States government, asset-backed securities, collateralized loan obligations, commercial mortgage-backed securities, private label collateralized mortgage obligations, corporate notes and certain equity securities. In addition to generating revenue, the investment portfolio is maintained to manage interest-rate risk, provide liquidity, serve as collateral for other borrowings, and diversify the credit risk of interest-earning assets. The portfolio is structured to optimize net interest income given the changes in the economic environment, liquidity position and balance sheet mix.

At December 31, 2023, investment securities at fair value totaled $2.4 billion compared to $3.0 billion at December 31, 2022. The decrease primarily resulted from the sales of $297.4 million of collateralized loan obligations, commercial mortgage-backed securities and corporate notes, and maturities, calls and principal repayments totaling $323.3 million, partially offset by an increase in the fair value of AFS debt securities, or a decrease in unrealized losses of $31.1 million due to changes in market interest rates and credit spreads.

For financial reporting purposes, AFS debt securities are reported at fair value. Unrealized gains and losses on AFS debt securities, other than credit losses, are included in other comprehensive income (loss) and reported as a separate component of shareholders’ equity, net of the related tax effect. Changes in the fair value of equity securities with a readily determinable fair value and securities reported at fair value based on a fair value option election are recorded in non-interest income in the period in which they occur. Customers recorded a provision for credit losses of $3.8 million on certain asset-backed securities and corporate notes and $0.6 million on certain asset-backed securities included in our investment securities at fair value during the year ended December 31, 2023 and 2022, respectively. Refer to “NOTE 6 – INVESTMENT SECURITIES” and “NOTE 20 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS” to Customers’ audited consolidated financial statements for additional information.

The following table sets forth information about the maturities and weighted-average yield of the AFS debt securities portfolio. The weighted-average yield is computed based on a constant effective interest rate over the contractual life of each security adjusted for prepayment estimates, and considers the contractual coupon, amortization of premiums and accretion of discounts. Yields exclude the impact of related hedging derivatives.

December 31, 2023
Within one yearAfter one but within five yearsAfter five but within ten yearsNo specific maturityTotal
Asset-backed securities%%%3.11%3.11%
Agency-guaranteed residential collateralized mortgage obligations2.462.46
Collateralized loan obligations7.147.14
Commercial mortgage-backed securities6.596.59
Corporate notes5.436.714.176.46
Private label collateralized mortgage obligations3.613.61
Weighted-average yield6.25%6.71%4.17%4.64%5.10%

The agency-guaranteed collateralized mortgage obligations in the portfolio were issued by Ginnie Mae and contain guarantees for the collection of principal and interest on the underlying mortgages.

Investment securities held to maturity

At December 31, 2023, investment securities held to maturity totaled $1.1 billion compared to $840.3 million at December 31, 2022. The increase primarily resulted from purchases of $436.8 million of asset-backed securities investments in VIEs in connection with the sales of consumer installment loans that were classified as held for sale and a private label collateralized mortgage obligation, partially offset by maturities, calls and principal repayments totaling $252.4 million for the year ended December 31, 2023.

During the year ended December 31, 2023, Customers sold consumer installment loans that were classified as held for sale with a carrying value of $556.7 million, inclusive of $154.0 million of other installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs, to two third-party sponsored VIEs. Customers provided financing to the purchasers for a portion of the sale price in the form of $436.8 million of asset-backed securities collateralized by the sold loans. Refer to “NOTE 6 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

84

The following table sets forth information about the maturities and weighted-average yield of the investment securities held to maturity. The weighted-average yield is computed based on a constant effective interest rate over the contractual life of each security adjusted for prepayment estimates, and considers the contractual coupon, amortization of premiums, accretion of discounts and amortization of unrealized losses upon transfer from investment securities available for sale to held to maturity, along with the unrealized loss in accumulated other comprehensive income.

December 31, 2023
Within one yearAfter one but within five yearsAfter five but within ten yearsNo specific maturityTotal
Asset-backed securities%%%5.84%5.84%
Agency-guaranteed residential mortgage-backed securities1.801.80
Agency-guaranteed commercial mortgage-backed securities1.771.77
Agency-guaranteed residential collateralized mortgage obligations1.451.45
Agency-guaranteed commercial collateralized mortgage obligations2.332.33
Private label collateralized mortgage obligations4.464.46
Weighted-average yield%%%4.33%4.33%

The agency-guaranteed mortgage-backed securities and collateralized mortgage obligations in the portfolio were issued by Fannie Mae, Freddie Mac and Ginnie Mae, and contain guarantees for the collection of principal and interest on the underlying mortgages.

Investment securities classified as HTM are those debt securities that Customers has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs, or changes in general economic conditions. For financial reporting purposes, these securities are reported at cost, adjusted for the amortization of premiums and accretion of discounts, computed by a method which approximates the interest method over the terms of the securities. Refer to “NOTE 6 – INVESTMENT SECURITIES” and “NOTE 20 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS” to Customers’ audited consolidated financial statements for additional information.

LOANS AND LEASES

Existing lending relationships are primarily with small and middle market businesses and individual consumers primarily in Berks County and Southeastern Pennsylvania (Bucks, Chester and Philadelphia Counties); New York (Westchester and Suffolk Counties, and Manhattan); Hamilton, New Jersey; Boston, Massachusetts; Providence, Rhode Island; Portsmouth, New Hampshire; Chicago, Illinois; Dallas, Texas; Wilmington, North Carolina; and nationally for certain loan and deposit products. The portfolio of loans to mortgage companies is nationwide. The loan portfolio consists primarily of loans to support mortgage companies’ funding needs, multifamily, commercial real estate and commercial and industrial loans. Customers continues to focus on small and middle market business loans to grow its commercial lending efforts, particularly its commercial and industrial loan and lease portfolio and its specialty lending business. Customers also focuses its lending efforts on local-market mortgage and home equity lending and the origination and purchase of unsecured consumer loans (installment loans), including personal, student loan refinancing, home improvement and medical loans through arrangements with fintech companies and other market place lenders nationwide.

Commercial Lending

Customers’ commercial lending is divided into six groups: business banking, small and middle market business banking, specialty banking, multifamily and commercial real estate lending, mortgage banking lending, and SBA lending. This grouping is designed to allow for greater resource deployment, higher standards of risk management, strong asset quality, lower interest-rate risk and higher productivity levels.

As of December 31, 2023, Customers had $11.5 billion in commercial loans outstanding, totaling approximately 86.8% of its total loan and lease portfolio, which includes loans held for sale, loans receivable, mortgage warehouse, at fair value and PPP loans, compared to commercial loans outstanding of $13.5 billion, comprising approximately 85.8% of its total loan and lease portfolio, at December 31, 2022. Included in the $11.5 billion and $13.5 billion in commercial loans outstanding as of December 31, 2023 and 2022, respectively, were $74.7 million and $998.2 million of PPP loans, respectively. The PPP loans are fully guaranteed by the SBA, provided that the SBA’s eligibility criteria are met and earn a fixed interest rate of 1.00%. Customers substantially completed processing forgiveness and guarantee claims for the PPP in early 2023.

85

The commercial lending group focuses primarily on companies with annual revenues ranging from $1 million to $100 million, which typically have credit requirements between $0.5 million and $10 million. The small and middle market business banking platform originates loans, including SBA loans, through the branch network sales force and a team of dedicated relationship managers. The support administration of this platform is centralized including technology, risk management, product management, marketing, performance tracking and overall strategy. Credit and sales training has been established for Customers’ sales force, ensuring that it has small business experts in place providing appropriate financial solutions to the small business owners in its communities. The division approach focuses on industries that offer high asset quality and are deposit rich to drive profitability.

Customers’ specialty banking includes equipment finance, healthcare lending, real estate specialty finance, fund finance, technology and venture capital banking and financial institutions group. Customers added three new verticals within its specialty banking, which included capital call lines, technology and venture capital banking and financial institutions group in 2021 to further build its franchise and support the growth of its commercial lending. Customers’ lender finance vertical within fund finance provides variable rate loans secured by diverse collateral pools to private debt funds. Customers’ capital call lines vertical within fund finance provides variable rate loans secured by collateral pools and limited partnership commitments from institutional investors in private equity funds and cash management services to the alternative investment industry. Customers’ technology and venture capital banking group services the venture-backed growth industry from seed-stage through late-stage.

On June 15, 2023, Customers acquired $631.0 million of a Venture Banking loan portfolio at a discount from the FDIC. Customers has also recruited team members that originated these loans to service the venture-backed growth industry from seed-stage through late-stage. The newly recruited team gives clients access to the capital to grow from innovation to maturity and leverage a customized, best-in-class tech platform to support their growth. The team has long-standing relationships with these clients offering them premier end-to-end financial services meeting their needs. The addition of these team members created venture banking client coverage in Austin, the Bay Area, Boston, Southern California, Chicago, Denver, Raleigh/Durham, and Washington, D.C. The technology and life sciences portfolio has been combined with Customers’ existing technology and venture capital banking vertical. The portfolio of capital call loans to venture capital firms has been combined with Customers’ existing capital call lines vertical within fund finance.

On June 30, 2023, Customers sold $670 million of short-term syndicated capital call lines of credit within specialty lending consisting of $280.7 million of loans held for investment and $389.3 million of unfunded loan commitments. The Bank exited completely from these non-strategic, short-term syndicated capital call lines of credit, which did not provide any deposit relationships.

Customers’ lending to mortgage companies primarily provides financing to mortgage bankers for residential mortgage originations from loan closing until sale in the secondary market. The underlying residential loans are taken as collateral for Customers’ commercial loans to the mortgage companies. As of December 31, 2023 and 2022, commercial loans to mortgage companies totaled $897.9 million and $1.3 billion, respectively, and are reported as loans receivable, mortgage warehouse, at fair value on the consolidated balance sheet.

Customers’ commercial equipment financing group goes to market through the following origination platforms: vendors, intermediaries, direct and capital markets. The commercial equipment financing group is primarily focused on serving the following industries: transportation, construction (including crane and utility), marine, franchise, general manufacturing (including machine tool), helicopter/fixed wing, solar, packaging, plastics and food processing. As of December 31, 2023 and 2022, Customers had $547.0 million and $560.3 million, respectively, of equipment finance loans outstanding. As of December 31, 2023 and 2022, Customers had $205.7 million and $157.4 million of equipment finance leases outstanding, respectively. As of December 31, 2023 and 2022, Customers had $205.7 million and $197.3 million, respectively, of operating leases entered into under this program, net of accumulated depreciation of $77.7 million and $52.6 million, respectively.

Customers’ multifamily lending group is focused on retaining a portfolio of high-quality multifamily loans within Customers’ covered markets. These lending activities use conservative underwriting standards and primarily target the refinancing of loans with other banks or provide purchase money for new acquisitions by borrowers. The primary collateral for these loans is a first lien mortgage on the multifamily property, plus an assignment of all leases related to such property. As of December 31, 2023, Customers had multifamily loans of $2.1 billion outstanding, comprising approximately 16.2% of the total loan and lease portfolio, compared to $2.2 billion, or approximately 14.0% of the total loan and lease portfolio, at December 31, 2022.

86

Consumer Lending

Customers provides unsecured consumer installment loans, residential mortgage and home equity loans to customers nationwide primarily through relationships with fintech companies. Customers has continued to build out its held-for-sale strategy in 2023 in which we accumulate loans with the intent to sell in the future while reducing consumer installment loans held for investment. The installment loan portfolio consists largely of originated and purchased personal, student loan refinancing, home improvement and medical loans. None of the loans held for investment are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660. Customers has been selective in the consumer loans it has been purchasing. Home equity lending is offered to solidify customer relationships and grow relationship revenues in the long term. This lending is important in Customers’ efforts to grow total relationship revenues for its consumer households. As of December 31, 2023, Customers had $1.7 billion in consumer loans outstanding (including consumer loans held for investment and held for sale), or 13.2% of the total loan and lease portfolio, compared to $2.2 billion, or 14.2% of the total loan and lease portfolio, as of December 31, 2022.

Purchases and sales of loans held for investment were as follows for the years ended December 31, 2023, 2022 and 2021:

For the Years Ended December 31,
(amounts in thousands)202320222021
Purchases (1)
Specialty lending$631,252$$
Other commercial and industrial22,0732,975
Commercial real estate owner occupied2,867
Loans receivable, PPP1,536,213
Residential real estate4,238207,25192,939
Personal installment (2)123,785178,970
Other installment (2)96,758149,96999,100
Total$757,188$483,980$1,907,222
Sales (3)
Specialty lending (4)$287,185$2,200$
Other commercial and industrial (5)54,08322,88047,142
Multifamily2,87936,900
Commercial real estate owner occupied (5)24,5228,96019,420
Commercial real estate non-owner occupied16,00018,366
Residential real estate63,932
Personal installment (6)500,001212,255
Other installment154,042
Total$535,832$536,920$398,015

(1)Amounts reported represent the unpaid principal balance at time of purchase. The purchase price was 87.9%, 99.1% and 100.8% of the loans’ unpaid principal balance during the years ended December 31, 2023, 2022 and 2021, respectively.

(2)Installment loan purchases for the years ended December 31, 2023, 2022 and 2021 consist of third-party originated unsecured consumer loans. None of the loans held for investment are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660.

(3)For the years ended December 31, 2023, 2022 and 2021, sales of loans held for investment resulted in net gains of $0.2 million, $3.2 million and $11.3 million, respectively, included in gain (loss) on sale of SBA and other loans in the consolidated statements of income.

(4)Includes a loss of $5.0 million from the sale of $670.0 million of short-term syndicated capital call lines of credit ($280.7 million of loans held for investment in unpaid principal balance and $389.3 million of unfunded loan commitments) included in loss on sale of capital call lines of credit in the consolidated statement of income for the year ended December 31, 2023.

(5)Primarily sales of SBA loans.

(6)Customers sold $521.8 million of consumer installment loans held for investment, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE for a loss of $23.5 million included in loss on sale of consumer installment loans in the consolidated statement of income for the year ended December 31, 2022. Customers provided financing to the purchaser for a portion of the sales price in the form of $400.0 million of asset-backed securities. $100.7 million of the remaining sales proceeds were paid in cash. Refer to “NOTE 6 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

87

Loans Held for Sale

The composition of loans held for sale as of December 31, 2023 and 2022 was as follows:

December 31,
(amounts in thousands)20232022
Commercial loans:
Multifamily loans, at lower of cost or fair value$$4,079
Total commercial loans held for sale4,079
Consumer loans:
Home equity conversion mortgages, at lower of cost or fair value507
Residential mortgage loans, at fair value1,215322
Personal installment loans, at lower of cost or fair value151,040133,801
Other installment loans, at lower of cost or fair value189,603
Other installment loans, at fair value188,062
Total consumer loans held for sale340,317324,233
Loans held for sale$340,317$328,312

At December 31, 2023, loans held for sale totaled $340.3 million, or 2.6% of the total loan and lease portfolio, and $328.3 million, or 2.1% of the total loan and lease portfolio, at December 31, 2022.

During the year ended December 31, 2023, Customers sold $556.7 million of consumer installment loans that were classified as held for sale, inclusive of $154.0 million of other installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs, to two third-party sponsored VIEs. Customers provided financing to the purchasers for a portion of the sales price in the form of $436.8 million of asset-backed securities while $115.1 million of the remaining sales proceeds were paid in cash. Customers also recognized servicing assets of $3.8 million upon sale. Refer to “NOTE 6 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information.

Loans held for sale are reported on the consolidated balance sheet at either fair value (due to the election of the fair value option) or at the lower of cost or fair value. An ACL is not recorded on loans that are classified as held for sale.

88

Total Loans and Leases Receivable

The composition of total loans and leases receivable (excluding loans held for sale) was as follows:

December 31,
(amounts in thousands)20232022
Loans receivable, mortgage warehouse, at fair value$897,912$1,323,312
Loans receivable, PPP74,735998,153
Loans and leases receivable:
Commercial:
Commercial and industrial:
Specialty lending (1)5,006,6935,412,887
Other commercial and industrial1,204,4121,259,943
Multifamily2,138,6222,213,019
Commercial real estate owner occupied797,319885,339
Commercial real estate non-owner occupied1,177,6501,290,730
Construction166,393162,009
Total commercial loans and leases receivable10,491,08911,223,927
Consumer:
Residential real estate484,435497,952
Manufactured housing38,67045,076
Installment:
Personal555,533964,641
Other319,393413,298
Total consumer loans receivable1,398,0311,920,967
Loans and leases receivable11,889,12013,144,894
Allowance for credit losses on loans and leases(135,311)(130,924)
Total loans and leases receivable, net of allowance for credit losses on loans and leases (2)$12,726,456$15,335,435

(1)Includes direct finance equipment leases of $205.7 million and $157.4 million at December 31, 2023 and 2022, respectively.

(2)Includes deferred (fees) costs and unamortized (discounts) premiums, net of $(22.7) million and $(21.5) million at December 31, 2023 and 2022, respectively.

Loans receivable, mortgage warehouse, at fair value

The mortgage warehouse product line primarily provides financing to mortgage companies nationwide from the time of origination of the underlying mortgage loans until the mortgage loans are sold into the secondary market. As a mortgage warehouse lender, Customers provides a form of financing to mortgage bankers by purchasing for resale the underlying residential mortgages on a short-term basis under a master repurchase agreement. These loans are reported as loans receivable, mortgage warehouse, at fair value on the consolidated balance sheets. Because these loans are reported at their fair value, they do not have an ACL and are therefore excluded from ACL-related disclosures. At December 31, 2023, all of Customers’ commercial mortgage warehouse loans were current in terms of payment.

Customers is subject to the risks associated with such lending, including, but not limited to, the risks of fraud, bankruptcy and default of the mortgage banker or of the underlying residential borrower, any of which could result in credit losses. Customers’ mortgage warehouse lending team members monitor these mortgage originators by obtaining financial and other relevant information to reduce these risks during the lending period. Loans receivable, mortgage warehouse, at fair value totaled $897.9 million and $1.3 billion at December 31, 2023 and 2022, respectively.

On June 30, 2022, one of Customers’ commercial mortgage warehouse borrowers filed for chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware. As of December 31, 2023, Customers had an outstanding loan balance with the borrower of $6.0 million in a cash secured working capital loan that was fully guaranteed by an affiliate of the primary shareholder of the borrower. Customers’ loan to the borrower subject to a master repurchase agreement secured by first lien residential mortgages was fully repaid during the year ended December 31, 2022.

89

Loans receivable, PPP

Customers had $74.7 million and $998.2 million of PPP loans outstanding as of December 31, 2023 and 2022, respectively, which are fully guaranteed by the SBA, provided that the SBA’s eligibility criteria are met, and earn a fixed interest rate of 1.00%. Customers recognized interest income, including origination fees, of $26.6 million and $79.4 million for the years ended December 31, 2023 and 2022, respectively. Customers has substantially completed the PPP in early 2023. PPP loans include an embedded credit enhancement from the SBA, which guarantees 100% of the principal and interest owed by the borrower provided that the SBA’s eligibility criteria are met. As a result, the eligible PPP loans do not have an ACL and are therefore excluded from ACL-related disclosures.

Loans and leases receivable

Loans and leases receivable (excluding loans held for sale, loans receivable, mortgage warehouse, at fair value, and loans receivable, PPP), net of the ACL, decreased by $1.3 billion to $11.8 billion at December 31, 2023, from $13.0 billion at December 31, 2022. The decrease in loans and leases receivable, net of the ACL, was primarily attributable to $4.4 million increase in ACL, as further described below, and lower balances in all loan categories, except for construction loans, from December 31, 2022. The overall loans and leases receivable fluctuations were the result of Customers purposely moderating loan growth, exiting non-strategic relationships, executing on the held-for-sale strategy and de-risking the held-for-investment loan portfolio in 2023. In 2022, Customers reduced its held-for-investment installment loan portfolio through the sale of $521.8 million in consumer installment loans, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE. Refer to “NOTE 6 – INVESTMENT SECURITIES” to Customers’ audited consolidated financial statements for additional information on the sale of the consumer installment loans held for investment during the year ended December 31, 2022.

The following table presents Customers’ loans receivable (excluding loans held for sale, loans receivable, at fair value, and loans receivable, PPP) as of December 31, 2023 based on the remaining term to contractual maturity:

(amounts in thousands)Within one yearAfter one but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
Commercial loans:
Commercial and industrial, including specialty lending$1,365,202$3,892,534$900,039$53,330$6,211,105
Multifamily61,267420,3791,656,9762,138,622
Commercial real estate owner occupied147,678368,106184,27797,258797,319
Commercial real estate non-owner occupied137,892760,293279,4651,177,650
Construction7,35896,93157,5874,517166,393
Total commercial loans$1,719,397$5,538,243$3,078,344$155,105$10,491,089
Consumer loans:
Residential real estate$1,404$831$7,686$474,514$484,435
Manufactured housing2433,77928,7915,85738,670
Installment23,654602,156127,325121,791874,926
Total consumer loans$25,301$606,766$163,802$602,162$1,398,031

90

The following table presents the distribution of those loans that mature in more than one year between predetermined rates and floating or adjustable rates as of December 31, 2023:

(amounts in thousands)Predetermined ratesFloating or adjustable ratesTotal
Commercial loans:
Commercial and industrial, including specialty lending$992,869$3,853,034$4,845,903
Multifamily308,7471,768,6082,077,355
Commercial real estate owner occupied150,595499,046649,641
Commercial real estate non-owner occupied515,229524,5291,039,758
Construction7,338151,697159,035
Total commercial loans$1,974,778$6,796,914$8,771,692
Consumer loans:
Residential real estate$411,934$71,097$483,031
Manufactured housing38,42738,427
Installment851,272851,272
Total consumer loans$1,301,633$71,097$1,372,730

Credit Risk

Customers manages credit risk by maintaining diversification in its loan and lease portfolio, establishing and enforcing prudent underwriting standards and collection efforts, and continuous and periodic loan and lease classification reviews. Management also considers the effect of credit risk on financial performance by reviewing quarterly and maintaining an adequate ACL. Credit losses are charged-off when they are identified, and provisions are added for current expected credit losses, to the ACL at least quarterly. The ACL is estimated at least quarterly.

The provision for credit losses on loans and leases was $70.8 million and $59.5 million for the years ended December 31, 2023 and 2022, respectively. The ACL maintained for loans and leases receivable (excluding loans held for sale and loans receivable, mortgage warehouse, at fair value) was $135.3 million, or 1.13% of loans and leases receivable at December 31, 2023, and $130.9 million, or 0.93% of loans and leases receivable at December 31, 2022.

The increase in the ACL resulted primarily from additional provision for credit losses from the recognition of increased uncertainties and weaker macroeconomic forecasts and the recognition of ACL for PCD loans acquired from the FDIC, net of related charge-offs upon acquisition on June 15, 2023, partially offset by a decrease in loan balances held for investment. Subsequent recoveries and charge-offs of these PCD loans are included in the period in which they occur. Net charge-offs were $69.0 million for the year ended December 31, 2023, an increase of $2.7 million compared to $66.4 million for the year ended December 31, 2022. The increase in net charge-offs was primarily due to higher charge-offs for consumer installment loans, offset in part by subsequent recoveries of PCD loans acquired from the FDIC in 2023 and a partial charge-off of a performing non-owner occupied commercial real estate loan that Customers decided to exit in 2022. Installment charge-offs were attributable to unsecured consumer loans originated and purchased through arrangements with fintech companies and other market place lenders. Refer to the table of changes in Customers’ ACL for annualized net-charge offs to average loans by loan type for the periods indicated.

91

The table below presents changes in Customers’ ACL for the periods indicated.

(dollars in thousands)Commercial and industrial (1)MultifamilyCommercial real estate owner occupiedCommercial real estate non-owner occupiedConstructionResidential real estateManufactured housingInstallmentTotal
Ending Balance, December 31, 2020$12,239$12,620$9,512$19,452$5,871$3,977$5,190$75,315$144,176
Charge-offs (2)(1,550)(1,132)(749)(944)(130)(35,876)(40,381)
Recoveries (2)1,10250084125544,7186,583
Provision (benefit) for credit losses on loans and leases911(7,011)(6,050)(12,382)(5,304)(1,518)(912)59,69227,426
Ending Balance, December 31, 2021$12,702$4,477$3,213$6,210$692$2,383$4,278$103,849$137,804
Charge-offs (2)(16,248)(1,990)(6,075)(17)(52,866)(77,196)
Recoveries (2)1,18233751121236648,83710,828
Provision (benefit) for credit losses on loans and leases19,94611,7173,19010,9639853,6641528,87159,488
Ending Balance, December 31, 2022$17,582$14,541$6,454$11,219$1,913$6,094$4,430$68,691$130,924
Allowance for credit losses on FDIC PCD loans, net of charge-offs (3)2,5762,576
Charge-offs (2)(16,915)(3,574)(39)(4,527)(69)(69,942)(95,066)
Recoveries (2)8,472343151163517,05926,031
Provision (benefit) for credit losses on loans and leases11,7885,3763,4339,852(547)526(191)40,60970,846
Ending Balance, December 31, 2023$23,503$16,343$9,882$16,859$1,482$6,586$4,239$56,417$135,311
Net Charge-offs to Average Loans and Leases
2021(0.02)%(0.08)%(0.04)%(0.07)%0.07%(0.03)%%(2.08)%(0.44)%
2022(0.29)%(0.08)%0.01%(0.50)%0.14%0.01%%(2.48)%(0.58)%
2023(0.13)%(0.17)%0.00%(0.34)%0.06%(0.01)%%(4.65)%(0.55)%

(1)    Includes specialty lending.

(2)    Charge-offs and recoveries on PCD loans that are accounted for in pools are recognized on a net basis when the pool matures.

(3)    Represents $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of a Venture Banking loan portfolio (included within Specialty Lending) from the FDIC on June 15, 2023, net of $6.2 million of charge-offs for certain of these PCD loans upon acquisition.

The ACL is based on a quarterly evaluation of the loan and lease portfolio held for investment and is maintained at a level that management considers adequate to absorb expected losses as of the balance sheet date. All commercial loans, with the exception of PPP loans and commercial mortgage warehouse loans, which are reported at fair value, are assigned internal credit-risk ratings, based upon an assessment of the borrower, the structure of the transaction and the available collateral and/or guarantees. All loans and leases are monitored regularly by the responsible officer, and the risk ratings are adjusted when considered appropriate. The risk assessment allows management to identify problem loans and leases timely. Management considers a variety of factors and recognizes the inherent risk of loss that always exists in the lending process. Management uses a disciplined methodology to estimate an appropriate level of ACL. Refer to Critical Accounting Policies and Estimates herein and “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements for management’s methodology for estimating the ACL.

92

Customers’ commercial real estate, commercial and residential construction, consumer residential and commercial and industrial loan types have real estate as collateral (collectively, “the real estate portfolio”), primarily in the form of a first lien position. Current appraisals providing current value estimates of the property are received when Customers’ credit group determines that the facts and circumstances have significantly changed since the date of the last appraisal, including that real estate values have deteriorated. The credit committee and loan officers review loans that are 15 or more days delinquent and all non-accrual loans on a periodic basis. In addition, loans where the loan officers have identified a “borrower of interest” are discussed to determine if additional analysis is necessary to apply the risk-rating criteria properly. The risk ratings for the real estate loan portfolio are determined based upon the current information available, including but not limited to discussions with the borrower, updated financial information, economic conditions within the geographic area and other factors that may affect the cash flow of the loan. If a loan is individually evaluated for impairment, the collateral value or discounted cash flow analysis is generally used to determine the estimated fair value of the underlying collateral, net of estimated selling costs, and compared to the outstanding loan balance to determine the amount of reserve necessary, if any. Appraisals used in this evaluation process are typically less than two years aged. For loans where real estate is not the primary source of collateral, updated financial information is obtained, including accounts receivable and inventory aging reports and relevant supplemental financial data to estimate the fair value of the loan, net of estimated selling costs, and compared to the outstanding loan balance to estimate the required reserve. Customers’ exposure to higher risk commercial real estate such as the office and retail sectors is minimal, each representing approximately 1% of the loan portfolio as of December 31, 2023.

These impairment measurements are inherently subjective as they require material estimates, including, among others, estimates of property values in appraisals, the amounts and timing of expected future cash flows on individual loans, and general considerations for historical loss experience, economic conditions, uncertainties in estimating losses and inherent risks in the various credit portfolios, all of which require judgment and may be susceptible to significant change over time and as a result of changing economic conditions or other factors. Pursuant to ASC 326, individually assessed loans, consisting primarily of non-accrual and restructured loans, are considered in the methodology for determining the ACL. Individually assessed loans are generally evaluated based on the expected future cash flows or the fair value of the underlying collateral if principal repayment is expected to substantially come from the operation of the collateral or fair value of the collateral less estimated costs to sell if repayment of the loan is expected to be provided from the sale of such collateral. Shortfalls in the underlying collateral value for loans or leases determined to be collateral dependent are charged off immediately. Subsequent to an appraisal or other fair value estimate, management will assess whether there was a further decline in the value of the collateral based on changes in market conditions or property use that would require additional impairment to be recorded to reflect the particular situation, thereby increasing the ACL on loans and leases held for investment.

The following table shows the ACL by various portfolios as of December 31, 2023 and 2022:

December 31,
20232022
(dollars in thousands)ACLPercent of loans in each category to loans and leases receivableACLPercent of loans in each category to loans and leases receivable
Commercial and industrial, including specialty lending$23,50352.2%$17,58250.8%
Multifamily16,34318.0%14,54116.9%
Commercial real estate owner occupied9,8826.7%6,4546.7%
Commercial real estate non-owner occupied16,8599.9%11,2199.8%
Construction1,4821.4%1,9131.2%
Total commercial loans and leases68,06988.2%51,70985.4%
Residential real estate6,5864.1%6,0943.8%
Manufactured housing4,2390.3%4,4300.3%
Installment56,4177.4%68,69110.5%
Total consumer loans67,24211.8%79,21514.6%
Loans and leases receivable$135,311100.0%$130,924100.0%

Asset Quality

Customers classifies the loan and lease receivables by product or other characteristic generally defining a shared characteristic with other loans or leases in the same group. Charge-offs from originated and acquired loans and leases are absorbed by the ACL. The schedule that follows includes both loans held for sale and loans held for investment.

93

Asset Quality at December 31, 2023

(dollars in thousands)Total Loans and LeasesCurrent30-89 Days Past Due90 Days or More Past Due and AccruingNon-accrual/NPL (a)OREO and Repossessed Assets (b)NPA (a)+(b)NPL to Loan and Lease Type (%)NPA to Loans and Leases + OREO and Repossessed Assets (%)
Loan and Lease Type
Commercial and industrial, including specialty lending$6,211,105$6,204,831$1,838$$4,436$$4,4360.07%0.07%
Multifamily2,138,6222,122,61916,003%%
Commercial real estate owner occupied797,319787,2254,2255,8695,8690.74%0.74%
Commercial real estate non-owner occupied1,177,6501,160,99716,653%%
Construction166,393166,393%%
Total commercial loans and leases receivable10,491,08910,442,06538,71910,30510,3050.10%0.10%
Residential484,435466,31411,3196,802356,8371.40%1.41%
Manufactured housing38,67034,3061,4955382,331642,3956.03%6.18%
Installment874,926850,59517,1207,2117,2110.82%0.82%
Total consumer loans receivable1,398,0311,351,21529,93453816,3449916,4431.17%1.18%
Loans and leases receivable (1)11,889,12011,793,28068,65353826,6499926,7480.22%0.22%
Loans receivable, PPP (2)74,73574,735%%
Loans receivable, mortgage warehouse, at fair value897,912897,912%%
Total loans held for sale340,317336,8283,0284614610.14%0.14%
Total portfolio$13,202,084$13,102,755$71,681$538$27,110$99$27,2090.21%0.21%

Asset Quality at December 31, 2023 (continued)

(dollars in thousands)Total Loans and LeasesNon-accrual/NPLACLReserves to Loans and Leases (%)Reserves to NPLs (%)
Loan and Lease Type
Commercial and industrial, including specialty lending$6,211,105$4,436$23,5030.38%529.82%
Multifamily2,138,62216,3430.76%%
Commercial real estate owner occupied797,3195,8699,8821.24%168.38%
Commercial real estate non-owner occupied1,177,65016,8591.43%%
Construction166,3931,4820.89%%
Total commercial loans and leases receivable10,491,08910,30568,0690.65%660.54%
Residential484,4356,8026,5861.36%96.82%
Manufactured housing38,6702,3314,23910.96%181.85%
Installment874,9267,21156,4176.45%782.37%
Total consumer loans receivable1,398,03116,34467,2424.81%411.42%
Loans and leases receivable (1)11,889,12026,649135,3111.14%507.75%
Loans receivable, PPP (2)74,735%%
Loans receivable, mortgage warehouse, at fair value897,912%%
Total loans held for sale340,317461%%
Total portfolio$13,202,084$27,110$135,3111.02%499.12%

(1)Excluding loans receivable, PPP from total loans and leases receivable is a non-GAAP measure. Management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedules that follow this table.

(2)The tables exclude PPP loans of $74.7 million, of which $0.7 million were 30-59 days past due and $48.5 million were 60 days or more past due as of December 31, 2023, and PPP loans of $998.2 million, of which $0.6 million were 30-59 days past due and $36.0 million were 60 days or more past due as of December 31, 2022. Claims for guarantee payments are submitted to the SBA for eligible PPP loans more than 60 days past due.

94

Customers’ asset quality table contains non-GAAP financial measures which exclude loans receivable, PPP from its calculations. Management uses these non-GAAP measures to compare the current period presentation to historical periods in prior filings. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities.

A reconciliation of total loans and leases portfolio, excluding loans receivable, PPP and other related amounts, at December 31, 2023, is set forth below.

(dollars in thousands)Total Loans and LeasesCurrent30-89 Days Past Due90 Days or More Past Due and AccruingNon-accrual/NPL (a)OREO and Repossessed Assets (b)NPA (a)+(b)NPL to Loan and Lease Type (%)NPA to Loans and Leases + OREO and Repossessed Assets (%)
Total loans and leases portfolio (GAAP)$13,202,084$13,102,755$71,681$538$27,110$99$27,2090.21%0.21%
Less: Loans receivable, PPP (1)74,735%%
Total loans and leases portfolio, excluding loans receivable, PPP (Non-GAAP)13,127,34913,102,75571,68153827,1109927,2090.21%0.21%
Less: Loans held for sale340,317336,8283,0284614610.14%0.14%
Less: Loans receivable, mortgage warehouse, at fair value897,912897,912%%
Loans and leases receivable, excluding loans receivable, PPP (Non-GAAP)$11,889,120$11,868,015$68,653$538$26,649$99$26,7480.22%0.22%
(dollars in thousands)Total Loans and LeasesNon-accrual / NPLACLReserves to Loans and Leases (%)Reserves to NPLs (%)
Total loans and leases portfolio (GAAP)$13,202,084$27,110$135,3111.02%499.12%
Less: Loans receivable, PPP (1)74,735%%
Total loans and leases portfolio, excluding loans receivable, PPP (Non-GAAP)13,127,34927,110135,3111.03%499.12%
Less: Loans held for sale340,317461%%
Less: Loans receivable, mortgage warehouse, at fair value897,912%%
Loans and leases receivable, excluding loans receivable, PPP (Non-GAAP)$11,889,120$26,649$135,3111.14%507.75%

(1)Loans receivable, PPP includes PPP loans that are past due, as claims for guarantee payments are submitted to the SBA for eligible PPP loans more than 60 days past due.

The total loan and lease portfolio was $13.2 billion at December 31, 2023 compared to $15.8 billion at December 31, 2022 and $27.1 million, or 0.21% of loans and leases, were non-performing at December 31, 2023 compared to $30.7 million, or 0.19% of loans and leases, at December 31, 2022. The total loan and lease portfolio was supported by an ACL of $135.3 million (499.12% of NPLs and 1.02% of total loans and leases) and $130.9 million (425.95% of NPLs and 0.83% of total loans and leases), at December 31, 2023 and 2022, respectively.

The tables below set forth non-accrual loans, NPAs and asset quality ratios:

December 31,
(amounts in thousands)20232022
Loans 90+ days delinquent still accruing (1)$538$1,883
Non-accrual loans$27,110$30,737
OREO and repossessed assets9946
Total non-performing assets$27,209$30,783

(1)Excludes PCD loans at December 31, 2023 and 2022.

95

December 31,
20232022
Non-accrual loans to loans and leases receivable (1)0.22%0.17%
Non-accrual loans to total loans and leases portfolio0.21%0.19%
Non-performing assets to total assets0.13%0.15%
Non-accrual loans and loans 90+ days delinquent to total assets0.13%0.16%
Allowance for credit losses on loans and leases to:
Loans and leases receivable1.13%0.93%
Non-accrual loans499.12%425.95%

(1)    Excludes loans held for sale and loans receivable, mortgage warehouse, at fair value.

The asset quality ratios related to NPAs, including non-accrual loans remained low at December 31, 2023 as compared to December 31, 2022. Refer to Credit Risk above for information about the increase in ACL affecting the related asset quality ratios at December 31, 2023 as compared to December 31, 2022.

The table below sets forth loans held for investment that were non-performing at December 31, 2023 and 2022.

December 31,
(amounts in thousands)20232022
Commercial and industrial, including specialty lending$4,436$1,761
Multifamily1,143
Commercial real estate owner occupied5,8692,768
Residential real estate6,8026,922
Manufactured housing2,3312,410
Installment7,2119,527
Total non-performing loans$26,649$24,531

Asset quality assurance activities include careful monitoring of borrower payment status and the periodic review of borrower current financial information to ensure ongoing financial strength and borrower cash flow viability. Customers has established credit policies and procedures, seeks the consistent application of those policies and procedures across the organization and adjusts policies as appropriate for changes in market conditions and applicable regulations.

Problem Loan Identification and Management

To facilitate the monitoring of credit quality within the commercial and industrial, multifamily, commercial real estate and construction portfolios and for purposes of analyzing historical loss rates used in the determination of the ACL for individually assessed loans, Customers utilizes the following categories of risk ratings: pass (there are six risk ratings for pass loans), special mention, substandard, doubtful or loss. The risk-rating categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated regularly thereafter. Pass ratings, which are assigned to those borrowers who do not have identified potential or well-defined weaknesses and for whom there is a high likelihood of orderly repayment, are updated periodically based on the size and credit characteristics of the borrower. All other categories are updated on a quarterly basis, generally during the month preceding the end of the calendar quarter. While assigning risk ratings involves judgment, the risk-rating process allows management to identify riskier credits in a timely manner and allocate the appropriate resources to manage the loans and leases. PPP loans are excluded, provided that the SBA’s eligibility criteria are met, as these loans are fully guaranteed by the SBA.

Customers assigns a special mention rating to loans and leases that have potential weaknesses that deserve management’s close attention. If not addressed, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the loan and lease and Customers’ financial position. At December 31, 2023 and 2022, special mention loans and leases were $196.2 million and $138.8 million, respectively, and are considered performing loans and are therefore not included in the tables above.

Risk ratings are not established for residential real estate, home equity loans and installment loans mainly because these portfolios consist of a larger number of homogeneous loans with smaller balances. Instead, these portfolios are evaluated for risk mainly based on aggregate payment history through the monitoring of delinquency levels and trends.

96

A regular reporting and review process is in place to provide for proper portfolio oversight and control and to monitor those loans and leases identified as problem credits by management. This process is designed to assess Customers’ progress in working toward a solution and to assist in determining an appropriate ACL. All loan work-out situations involve the active participation of management and are reported regularly to the Board of Directors. When a loan or lease becomes delinquent for 90 days or more, or earlier if considered appropriate, the loan is assigned to SAG for workout or other resolution.

Loan and lease charge-offs are determined on a case-by-case basis. Loans and leases are generally charged-off when principal is likely to be unrecoverable and after appropriate collection steps have been taken. Loan and lease charge-offs are proposed by the SAG and approved by the Board of Directors.

Loan and lease policies and procedures are reviewed internally for possible revisions and changes on a regular basis. In addition, these policies and procedures, together with the loan and lease portfolio, are reviewed on a periodic basis by various regulatory agencies and by our internal, external and loan review auditors, as part of their examination and audit procedures.

Loan Modifications for Borrowers Experiencing Financial Difficulty

A borrower is considered to be experiencing financial difficulty when there is a significant doubt about the borrower’s ability to make the required principal and interest payments on the loan or to get an equivalent financing from another creditor at a market rate for a similar loan.

When borrowers are experiencing financial difficulty, Customers may make certain loan modifications as part of loss mitigation strategies to maximize expected payment. To be classified as a modification made to a borrower experiencing financial difficulty, the modification must be in the form of an interest rate reduction, principal forgiveness, or an other-than-insignificant payment delay (payment deferral), term extension, or combinations thereof.

Customers will generally try other forms of relief before principal forgiveness. Any contractual reduction in the amount of principal due without receiving payment or assets is considered as forgiveness. For the purpose of this disclosure, Customers considers any contractual change in interest rate that results in a reduction in interest rate relative to the current stated interest rate as an interest rate reduction. Generally, Customers considers any delay in payment of greater than 90 days in the last 12 months to be significant. Term extensions extend the original contractual maturity of the loan. For the purpose of this disclosure, modification of contingent payment features or covenants that would have accelerated payment are not considered term extensions.

The following table presents the amortized cost of loans that were modified to borrowers experiencing financial difficulty for the year ended December 31, 2023, disaggregated by class of financing receivable and type of modification granted.

For the Year Ended December 31, 2023
(dollars in thousands)Term ExtensionPayment DeferralDebt ForgivenessInterest Rate Reduction and Term ExtensionTotalPercentage of Total by Financing Class
Commercial and industrial, including specialty lending$250$14,791$$$15,0410.24%
Commercial real estate owner occupied1691690.02%
Residential real estate46460.01%
Manufactured housing1586648222.13%
Personal installment14,07575631215,1432.73%
Total$14,698$15,547$312$664$31,221

As of December 31, 2023, there was $3.0 million in commitments to lend additional funds to debtors experiencing financial difficulty whose loans have been modified during the year ended December 31, 2023.

As of December 31, 2023, the loans that were made to borrowers experiencing financial difficulty during the year ended December 31, 2023 that subsequently defaulted were not material. Customers’ ACL is influenced by loan level characteristics that inform the assessed propensity to default. As such, the provision for credit losses is impacted by changes in such loan level characteristics, such as payment performance. Loans made to borrowers experiencing financial difficulty can be classified as either accrual or nonaccrual.

97

Troubled Debt Restructurings

At December 31, 2022, there were $16.8 million in loans reported as TDRs. TDRs were reported as impaired loans in the period of their restructuring and were evaluated to determine whether they should be placed on non-accrual status. In subsequent years, a TDR might be returned to accrual status if the borrower satisfied a minimum six-month performance requirement; however, it would remain classified as impaired. Generally, Customers required sustained performance for nine months before returning a TDR to accrual status.

Modification of PCD loans that were accounted for within loan pools in accordance with the accounting standards for PCD loans did not result in the removal of these loans from the pool even if the modification would otherwise be considered a TDR. Accordingly, as each pool was accounted for as a single asset with a single composite interest rate and an expectation of cash flows, modifications of loans within such pools were not reported as TDRs.

In response to the COVID-19 pandemic, Customers implemented a short-term loan modification program to provide temporary payment relief to certain of its borrowers who met the program’s qualifications in 2020. This program allowed for a deferral of payments for a maximum of 90 days at a time. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date of the existing loan. On December 27, 2020, the CAA was signed into law, which extended and expanded various relief provisions of the CARES Act including the temporary relief from the accounting and disclosure requirements for TDRs until January 1, 2022. There were no commercial or consumer loans on deferments related to COVID-19 at December 31, 2022.

TDR modifications primarily involved interest-rate concessions, extensions of term, deferrals of principal and other modifications. Other modifications typically reflected other nonstandard terms which Customers would not offer in non-troubled situations. During the year ended December 31, 2022, loans aggregating $3.3 million were modified in TDRs. TDR modifications of residential real estate loans were primarily extensions of term, interest rate concessions and other modifications; modifications of manufactured housing loans were primarily interest rate concessions; and modifications of consumer installment loans were primarily other modifications. As of December 31, 2022, there were no commitments to lend additional funds to debtors whose loans had been modified in TDRs.

As of December 31, 2022, 212 installment loans totaling $2.2 million, 15 manufactured housing loans totaling $491 thousand and two residential real estate loans for $201 thousand that were modified in TDRs within the past twelve months defaulted on payments.

Loans modified in TDRs were evaluated for impairment. The nature and extent of impairment of TDRs, including those that had experienced a subsequent default, was considered in the determination of an appropriate level of ACL.

ACCRUED INTEREST RECEIVABLE

At December 31, 2023, accrued interest receivable totaled $114.8 million compared to $123.4 million at December 31, 2022. The decrease primarily resulted from a decrease in outstanding balances of PPP loans.

BANK PREMISES AND EQUIPMENT AND OTHER ASSETS

At December 31, 2023, bank premises and equipment, net of accumulated depreciation and amortization, totaled $7.4 million compared to $9.0 million at December 31, 2022. The decrease primarily resulted from higher depreciation and amortization expenses.

At December 31, 2023, Customers Bank’s restricted stock holdings totaled $109.5 million compared to $74.2 million at December 31, 2022. These holdings consist of stock of the FRB, the FHLB and Atlantic Community Bankers Bank and are required as part of our relationship with these banks.

At December 31, 2023, the cash surrender value of BOLI totaled $292.2 million compared to $338.4 million at December 31, 2022. primarily due to the surrender of some policies. Presented within BOLI on the consolidated balance sheets is the cash surrender value of the SERP balances of $11.4 million and $12.3 million at December 31, 2023 and 2022, respectively. For additional information on the SERPs, refer to “NOTE 14 - EMPLOYEE BENEFIT PLANS” to Customers’ audited consolidated financial statements.

At December 31, 2023 and 2022, other assets totaled $366.8 million and $400.1 million, respectively. Other assets consist primarily of operating leases through Customers’ commercial equipment financing group (net investment in operating leases of $205.7 million at December 31, 2023 compared to $197.3 million at December 31, 2022), deferred tax assets, net, mark-to-market adjustments for interest-rate swaps, investments in affordable housing projects and other limited partnerships or limited liability companies, ROU assets and prepaid expenses.

98

DEPOSITS

Customers offers a variety of deposit accounts, including checking, savings, MMDA and time deposits. Deposits are primarily obtained from Customers’ geographic service area and nationwide through branchless digital banking, our white label relationship, deposit brokers, listing services and other relationships. Customers Bank provides TassatPay instant blockchain-based digital payments platform via CBIT, which allows clients to make instant payments in U.S. dollars. CBIT may only be created by, transferred to and redeemed by commercial customers of Customers Bank on the instant B2B payments platform by maintaining U.S. dollars in deposit accounts at Customers Bank. As of December 31, 2023 and 2022, Customers Bank held $2.8 billion and $2.3 billion, respectively, of deposits from customers participating in CBIT, which are reported as deposit liabilities in the consolidated balance sheets. As of December 31, 2023, substantially all the CBIT-related deposit accounts are non-interest bearing. Each CBIT is minted with precisely one U.S. dollar equivalent, and those dollars are held in a non-interest bearing omnibus deposit account until the CBIT is burned or redeemed. The number of CBIT outstanding in the CBIT instant payments platform is always equal to the U.S. dollars held in the omnibus deposit account at Customers Bank and is reported as a deposit liability on the consolidated balance sheet. The deposits from customers participating in CBIT include the omnibus deposit account established for the CBIT instant payments platform, which had an outstanding balance of $826.9 million and $23 thousand at December 31, 2023 and 2022, respectively. For additional information, refer to “NOTE 11 - DEPOSITS” to Customers’ audited consolidated financial statements.

The components of deposits were as follows at the dates indicated:

December 31,
(dollars in thousands)20232022Change% Change
Demand, non-interest bearing$4,422,494$1,885,045$2,537,449134.6%
Demand, interest bearing5,580,5278,476,027(2,895,500)(34.2)%
Savings, including MMDA4,629,3363,546,0151,083,32130.6%
Non-time deposits14,632,35713,907,087725,2705.2%
Time deposits3,287,8794,249,866(961,987)(22.6)%
Total deposits$17,920,236$18,156,953$(236,717)(1.3)%

Total deposits were $17.9 billion at December 31, 2023, a decrease of $236.7 million, or 1.3%, from $18.2 billion at December 31, 2022. The decrease in total deposits was primarily due to decreases in interest bearing demand deposits of $2.9 billion, or 34.2%, to $5.6 billion and time deposits of $962.0 million, or 22.6%, to $3.3 billion. These decreases were offset in part by increases in non-interest bearing demand deposits of $2.5 billion, or 134.6%, to $4.4 billion and savings, including MMDA, of $1.1 billion, or 30.6%, to $4.6 billion.

Total deposits at December 31, 2023 and 2022 include $307.9 million and $1.1 billion, respectively, of deposits serviced by BM Technologies under a deposit servicing agreement. The deposit servicing agreement was scheduled to expire on December 31, 2022. On June 30, 2022, Customers provided a written notice to BM Technologies to terminate the deposit servicing agreement effective December 31, 2022. On November 7, 2022, Customers agreed to extend the deposit servicing agreement to the earlier of BM Technologies’ successful completion of the transfer of the serviced deposits to a new sponsor bank or June 30, 2023. Customers and BM Technologies also agreed to remove Customers’ obligation under the deposit servicing agreement to pay BM Technologies the interchange maintenance fee which is the difference between the Durbin-exempt and Durbin-recalculated interchange revenues. The other terms of the deposit servicing agreement remained in effect through the new termination date. On March 22, 2023, Customers agreed to extend the deposit servicing agreement to the earlier of BM Technologies’ successful completion of the transfer of the student-related deposits serviced by BM Technologies to a new sponsor bank or June 30, 2024. The remaining serviced deposits in connection with an existing white label relationship, which was also renewed on March 22, 2023, will remain at Customers Bank and continue to be serviced by BM Technologies. On August 18, 2023, the deposit servicing agreement was further extended to the earlier of BM Technologies’ successful completion of the transfer of the student-related deposits to a new sponsor bank or April 15, 2025. On December 1, 2023, Customers had an outflow of approximately $430.0 million of student-related deposits serviced by BM Technologies to a new sponsor bank.

At December 31, 2023 and 2022, the Bank had $1.1 billion and $176.2 million, respectively, in deposits to which it had pledged $1.1 billion and $175.6 million, respectively, of available borrowing capacity through the FHLB to the depositors through a standby letter of credit arrangement.

99

The total amount of estimated uninsured deposits was $5.4 billion and $6.4 billion at December 31, 2023 and 2022, respectively. Time deposits greater than the FDIC limit of $250,000 totaled $186.3 million and $85.5 million at December 31, 2023, and 2022, respectively. At December 31, 2023, the scheduled maturities of uninsured time deposits were as follows:

(amounts in thousands)December 31, 2023
3 months or less$23,796
Over 3 through 6 months70,095
Over 6 through 12 months24,026
Over 12 months68,422
Total$186,339

Average deposit balances by type and the associated average rate paid are summarized below:

For the Years Ended December 31,
20232022
(dollars in thousands)Average BalanceAverage Rate PaidAverage BalanceAverage Rate Paid
Demand, non-interest bearing$3,801,0530.00%$3,780,1850.00%
Demand, interest-bearing6,048,7973.98%6,853,5331.83%
Savings, including MMDA3,388,3883.98%5,332,4121.21%
Time deposits4,401,8554.55%1,352,7872.71%
Total$17,640,0933.27%$17,318,9171.31%

FHLB ADVANCES AND OTHER BORROWINGS

Borrowed funds from various sources are generally used to supplement deposit growth and meet other operating needs. Customers’ borrowings include short-term and long-term advances from the FHLB, FRB, federal funds purchased, senior unsecured notes and subordinated debt. Subordinated debt is also considered as Tier 2 capital for certain regulatory calculations. Refer to “NOTE 12 – BORROWINGS” to Customers’ audited consolidated financial statements for additional information.

Short-term debt

Short-term debt at December 31, 2023 and 2022 was as follows:

December 31,
20232022
(dollars in thousands)AmountRateAmountRate
FHLB advances$%$300,0004.54%
Total short-term debt$$300,000

Long-term debt

FHLB and FRB Advances

Long-term FHLB and FRB advances at December 31, 2023 and 2022 were as follows:

December 31,
20232022
(dollars in thousands)AmountRateAmountRate
FHLB advances (1)(2)$1,203,2073.91%$500,0003.37%
Total long-term FHLB and FRB advances$1,203,207$500,000

(1)    Amounts reported in the above table include a fixed rate long-term advance from FHLB of $250.0 million with a maturity of June 2024 and a returnable option that can be repaid without penalty on certain predetermined dates at Customers Bank’s option, and fixed rate long-term advances of $950.0 million with maturities ranging from March 2025 to March 2028, at December 31, 2023.

(2)    Includes $3.2 million of unamortized basis adjustments from interest rate swaps designated as fair value hedges of long-term advances from FHLB at December 31, 2023. Refer to “NOTE 21 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES” to Customers’ audited consolidated financial statements for additional information.

100

The maximum borrowing capacity with the FHLB and FRB at December 31, 2023 and 2022 was as follows:

December 31,
(dollars in thousands)20232022
Total maximum borrowing capacity with the FHLB$3,474,347$3,241,120
Total maximum borrowing capacity with the FRB (1)3,436,0002,510,189
Qualifying loans and securities (1) serving as collateral against FHLB and FRB advances8,575,1377,142,865

(1)Includes $475.3 million of borrowing capacity available under the BTFP at December 31, 2023, which offers loans of up to one year to eligible depository institutions pledging any collateral valued at par, that are eligible for purchase by the Federal Reserve Banks in open market operations, such as U.S. Treasuries, U.S. agency securities, and U.S. agency mortgage-backed securities. The BTFP is available through March 11, 2024.

Senior Notes and Subordinated Debt

Long-term senior notes and subordinated debt at December 31, 2023 and 2022 were as follows:

December 31,
(dollars in thousands)20232022
Issued byRankingCarrying AmountCarrying AmountRateIssued AmountDate IssuedMaturityPrice
Customers BancorpSenior (1)$98,928$98,7882.875%$100,000August 2021August 2031100.000%
Customers BancorpSenior24,91224,7924.500%25,000September 2019September 2024100.000%
Total other borrowings$123,840$123,580
Customers BancorpSubordinated (2)(3)$72,766$72,5855.375%$74,750December 2019December 2034100.000%
Customers BankSubordinated (2)(4)109,464109,3676.125%110,000June 2014June 2029100.000%
Total subordinated debt$182,230$181,952

(1)The senior notes will bear an annual fixed rate of 2.875% until August 15, 2026. From August 15, 2026 until maturity, the notes will bear an annual interest rate equal to a benchmark rate, which is expected to be the three-month term SOFR, plus 235 basis points. Customers Bancorp has the ability to call the senior notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after August 15, 2026.

(2)The subordinated notes qualify as Tier 2 capital for regulatory capital purposes.

(3)Customers Bancorp has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after December 30, 2029.

(4)The subordinated notes will bear an annual fixed rate of 6.125% until June 26, 2024. From June 26, 2024 until maturity, the notes will bear an annual interest rate equal to the three-month LIBOR plus 344.3 basis points. Pursuant to the Adjustable Interest Rate (LIBOR) Act enacted by Congress on March 15, 2022, Customers expects that the subordinated notes will substitute three-month term SOFR plus a tenor spread adjustment of 26.161 basis points for three-month LIBOR as the benchmark reference rate in order to calculate the annual interest rate after June 26, 2024. Customers Bank has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after June 26, 2024.

101

SHAREHOLDERS’ EQUITY

The components of shareholders’ equity were as follows at the dates indicated:

December 31,
(dollars in thousands)20232022Change% Change
Preferred stock$137,794$137,794$%
Common stock35,45935,0124471.3%
Additional paid in capital564,538551,72112,8172.3%
Retained earnings1,159,582924,134235,44825.5%
Accumulated other comprehensive income (loss), net(136,569)(163,096)26,527(16.3)%
Treasury stock(122,410)(82,604)(39,806)48.2%
Total shareholders’ equity$1,638,394$1,402,961$235,43316.8%

Shareholders’ equity increased $235.4 million, or 16.8%, to $1.6 billion at December 31, 2023 when compared to shareholders’ equity of $1.4 billion at December 31, 2022. The increase primarily resulted from increases in retained earnings of $235.4 million, common stock of $0.4 million, additional paid in capital of $12.8 million and accumulated other comprehensive income (loss), net of $26.5 million, partially offset by an increase in treasury stock of $39.8 million.

The increases in common stock and additional paid in capital primarily resulted from the issuance of common stock under share-based compensation arrangements for the year ended December 31, 2023.

The increase in retained earnings primarily resulted from net income of $250.1 million for the year ended December 31, 2023, partially offset by preferred stock dividends of $14.7 million for the year ended December 31, 2023.

The increase in accumulated other comprehensive income (loss), net primarily resulted from a decrease of $31.1 million in unrealized losses on AFS debt securities primarily due to changes in interest rates and credit spreads and income tax effect of $7.9 million during the year ended December 31, 2023.

The increase treasury stock resulted from repurchases of 1,379,883 shares of common stock for $39.8 million pursuant to the Share Repurchase Program during the year ended December 31, 2023. On August 25, 2021, the Board of Directors of Customers Bancorp authorized the Share Repurchase Program to repurchase up to 3,235,326 shares of the Company’s common stock (representing 10% of the Company’s outstanding shares of common stock on June 30, 2021). Purchases of shares under the Share Repurchase Program may be executed through open market purchases, privately negotiated transactions, through the use of Rule 10b5-1 plans, or otherwise. The exact number of shares, timing for such purchases, and the price and terms at and on which such purchases are to be made were at the discretion of the Company and complied with all applicable regulatory limitations. The term of the Share Repurchase Program was extended to September 27, 2023, unless earlier terminated. On September 27, 2023, the Share Repurchase Program expired. Refer to “NOTE 13 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements for additional information on the repurchase of common shares.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity for a financial institution is a measure of that institution’s ability to meet depositors’ needs for funds, to satisfy or fund loan and lease commitments and for other operating purposes. Ensuring adequate liquidity is an objective of the asset/liability management process. Customers coordinates its management of liquidity with its interest-rate sensitivity and capital position, and strives to maintain a strong liquidity position that is sufficient to meet Customers’ short-term and long-term needs, commitments and contractual obligations.

Customers is involved with financial instruments and other commitments with off-balance sheet risks. Financial instruments with off-balance sheet risks are incurred in the normal course of business to meet the financing needs of the Bank’s customers. These financial instruments include commitments to extend credit, including unused portions of lines of credit, and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the consolidated balance sheet.

With commitments to extend credit, exposure to credit loss in the event of non-performance by the other party to the financial instrument is represented by the contractual amount of those instruments. The same credit policies are used in making commitments and conditional obligations as for on-balance-sheet instruments. Because they involve credit risk similar to extending a loan and lease, these financial instruments are subject to the Bank’s credit policy and other underwriting standards. Refer to “NOTE 18 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK” to Customers’ audited consolidated financial statements for additional information.

102

As described in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements, ACL on lending related commitments is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which Customers is exposed to credit risk resulting from a contractual obligation to extend credit. No ACL is recognized if Customers has the unconditional right to cancel the obligation. Off-balance sheet credit commitments primarily consist of amounts available under outstanding lines of credit and letters of credit disclosed above. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance sheet exposure. Customers estimates the expected credit losses for undrawn or unfunded commitments using a usage given default calculation. The lifetime loss rates for off-balance sheet credit exposures are calculated in the same manner as on-balance sheet credit exposures, using the same models and economic forecasts, adjusted for the estimated likelihood that funding will occur. Customers recognized a benefit to provision for credit losses on unfunded lending-related commitments of $0.1 million during the year ended December 31, 2023 resulting in an ACL of $2.9 million as of December 31, 2023. Customers recognized a provision for credit losses on unfunded lending-related commitments of $0.9 million during the year ended December 31, 2022 resulting in an ACL of $3.0 million as of December 31, 2022. The ACL on unfunded lending-related commitments is recorded in accrued interest payable and other liabilities in the consolidated balance sheet and the credit loss expense is recorded as a provision for credit losses within other non-interest expense in the consolidated statement of income.

Customers’ contractual obligations and other commitments representing required and potential cash outflows include operating leases, demand deposits, time deposits, long-term advances from FHLB, unsecured senior notes, subordinated debt, loan and other commitments as of December 31, 2023. Refer to “NOTE 9 – LEASES”, “NOTE 11 – DEPOSITS”, “NOTE 12 – BORROWINGS” and “NOTE 18 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK” to Customers’ audited consolidated financial statements for additional information.

At December 31, 2023, Customers had $3.8 billion of cash on hand and $3.5 billion of investment securities. Customers’ investment portfolio, including debt securities available for sale and held to maturity provides periodic cash flows through regular maturities and amortization and can be used as collateral to secure additional funding. We maintain a strong liquidity position, with $8.5 billion of liquidity immediately available consisting of cash on hand and available borrowing capacity from the FHLB and the FRB, which covered approximately 158% of uninsured deposits and approximately 204% of uninsured deposits less collateralized and affiliate deposits at December 31, 2023. Our loan to deposit ratio was 74% at December 31, 2023. Customers’ principal sources of funds are deposits, borrowings, principal and interest payments on loans and leases, other funds from operations, and proceeds from common and preferred stock issuances. Borrowing arrangements are maintained with the FHLB and the FRB, including the BTFP to meet short-term liquidity needs. The advances from the BTFP are available through March 11, 2024. Longer-term borrowing arrangements are also maintained with the FHLB and FRB. As of December 31, 2023, Customers’ borrowing capacity with the FHLB was $3.5 billion, of which $1.2 billion was utilized in borrowings and $1.1 billion of available capacity was utilized to collateralize deposits. As of December 31, 2022, Customers’ borrowing capacity with the FHLB was $3.2 billion, of which $800.0 million was utilized in borrowings and $175.6 million of available capacity was utilized to collateralize deposits. As of December 31, 2023 and 2022, Customers’ borrowing capacity with the FRB was $3.4 billion and $2.5 billion, respectively. None of this capacity was utilized as of December 31, 2023 and 2022.

Customers Bank provides blockchain-based digital payments via CBIT, which allows clients to make instant payments in U.S. dollars. CBIT may only be created or minted by, transferred to and redeemed by commercial customers of Customers Bank on the instant B2B payments platform by maintaining U.S. dollars in deposit accounts at Customers Bank. CBIT is not listed or traded on any digital currency exchange. As of December 31, 2023 and 2022, Customers Bank held $2.8 billion and $2.3 billion, respectively, of deposits from customers participating in CBIT, which are reported as deposit liabilities in the consolidated balance sheets. As of December 31, 2023, substantially all the CBIT-related deposit accounts are non-interest bearing.

The CBIT instant payments platform provides a closed-system for intrabank commercial transactions and is not intended to be a trading platform for tokens or digital assets. CBIT tokens are used only in connection with the CBIT instant payments platform and are not securities for purposes of applicable securities laws. There are no scenarios in which the transaction or redemption value of one CBIT would not be equal to one U.S. dollar. Each CBIT is minted with precisely one U.S. dollar equivalent, and those dollars are held in a non-interest bearing omnibus deposit account until the CBIT is burned or redeemed. The number of CBIT outstanding in the CBIT instant payments platform is always equal to the U.S. dollars held in the omnibus deposit account at Customers Bank and is reported as a deposit liability on the consolidated balance sheet. The deposits from customers participating in CBIT include the omnibus deposit account, which had an outstanding balance of $826.9 million and $23 thousand at December 31, 2023 and 2022, respectively.

The principal source of the Bancorp’s liquidity is the dividends it receives from the Bank, which may be impacted by the following: bank-level capital needs, laws and regulations, corporate policies, contractual restrictions and other factors. The Bank has generated sufficient positive cash flows from operations to pay dividends to the Bancorp. However, there are statutory and regulatory limitations on the ability of the Bank to pay dividends or make other capital distributions or to extend credit to the Bancorp or its non-bank subsidiaries.

103

The table below summarizes Customers’ cash flows for the years indicated:

For the Years Ended December 31,
(dollars in thousands)20232022Change% Change
Net cash provided by (used in) operating activities$124,729$(20,825)$145,554(698.9)%
Net cash provided by (used in) investing activities3,157,723(1,298,412)4,456,135(343.2)%
Net cash provided by (used in) financing activities108,0881,257,011(1,148,923)(91.4)%
Net increase (decrease) in cash and cash equivalents$3,390,540$(62,226)$3,452,766NM

Cash flows provided by (used in) operating activities

Cash provided by operating activities of $124.7 million for the year ended December 31, 2023 resulted from proceeds from the sales and repayments of loans held for sale of $600.5 million, which included cash proceeds from the sales of consumer installment loans that were classified as held for sale to two third-party sponsored VIEs, net income of $250.1 million, non-cash operating adjustments of $38.4 million, a decrease in accrued interest receivable and other assets of $23.6 million and an increase in accrued interest payable and other liabilities of $18.7 million, partially offset by origination and purchases of loans held for sale of $806.6 million. Refer to “NOTE 6 – INVESTMENT SECURITIES” and “NOTE 7 – LOANS HELD FOR SALE” to Customers’ audited consolidated financial statements for additional information on the sale of consumer installment loans.

Cash used in operating activities of $20.8 million for the year ended December 31, 2022 resulted from origination and purchases of loans held for sale of $366.5 million, a decrease of $21.0 million in accrued interest payable and other liabilities and an increase of $3.6 million in accrued interest receivable and other assets, partially offset by net income of $228.0 million, non-cash operating adjustments of $82.6 million and proceeds from the sales and repayments of loans held for sale of $59.6 million.

Cash flows provided by (used in) investing activities

Cash provided by investing activities of $3.2 billion for the year ended December 31, 2023 primarily resulted from a net decrease in loans and leases, excluding mortgage warehouse loans, of $2.3 billion mostly from PPP loan forgiveness and guarantee payments by the SBA, proceeds from sales of loans and leases of $409.5 million including the sales of capital call lines of credit held for investment, proceeds from net repayments of mortgage warehouse loans of $408.3 million, proceeds from maturities, calls and principal repayments on investment securities available for sale of $323.3 million and held to maturity of $252.4 million, proceeds from sales of investment securities available for sale of $297.4 million and proceeds from surrenders and death benefits from the BOLI of $56.6 million, partially offset by purchases of loans of $709.2 million including the Venture Banking loans purchased from the FDIC, purchases of investment securities held to maturity of $73.1 million, purchases of leased assets under lessor operating leases of $40.8 million, and net purchases of FHLB, Federal Reserve Bank, and other restricted stock of $35.1 million. Refer to “NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements for additional information on the sales of capital call lines of credit held for investment and the Venture Banking loans purchased from the FDIC.

Cash used in investing activities of $1.3 billion for the year ended December 31, 2022 primarily resulted from a net increase in loans and leases, excluding mortgage warehouse loans of $1.9 billion, purchases of investment securities available for sale of $1.4 billion, purchases of loans of $484.0 million and purchases of leased assets under lessor operating leases of $109.3 million, partially offset by proceeds from sales of investment securities available for sale of $983.6 million, proceeds from net repayments of mortgage warehouse loans of $929.2 million, proceeds from maturities, calls and principal repayments on investment securities available for sale of $464.1 million and held to maturity of $59.5 million, proceeds from sales of loans of $136.9 million, which included the cash proceeds from the sale of $521.8 million of consumer installment loans, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE. Refer to “NOTE 6 – INVESTMENT SECURITIES” and “NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ audited consolidated financial statements for additional information on the sale of consumer installment loans.

Cash flows provided by (used in) financing activities

Cash provided by financing activities of $108.1 million for the year ended December 31, 2023 primarily resulted from proceeds from long-term borrowed funds from the FHLB and FRB of $2.6 billion, partially offset by repayments of long-term borrowed funds from the FHLB and FRB of $1.9 billion, a net decrease in short-term borrowed funds from the FHLB of $300.0 million, a net decrease in deposits of $238.1 million and purchases of treasury stock of $39.8 million. For additional information on purchases of treasury stock, refer to “NOTE 13 – SHAREHOLDERS’ EQUITY” to Customers’ audited consolidated financial statements.

104

Cash provided by financing activities of $1.3 billion for the year ended December 31, 2022 primarily resulted from a net increase of $1.4 billion in deposits and proceeds from long-term borrowed funds from the FHLB of $500.0 million, partially offset by a net decrease in short-term borrowed funds from the FHLB of $400.0 million, repayments of other borrowings of $100.0 million upon maturity of the Customers Bancorp 3.950% senior notes, a net decrease in federal funds purchased of $75.0 million and purchases of treasury stock of $33.2 million. For additional information on purchases of treasury stock, refer to “NOTE 13 – SHAREHOLDERS' EQUITY” to Customers’ audited consolidated financial statements.

CAPITAL ADEQUACY

The Bank and the Bancorp are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on Customers’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and the Bancorp must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items, as calculated under the regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

In first quarter 2020, the U.S federal banking regulatory agencies permitted banking organizations to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 31, 2020, the U.S. federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows banking organizations to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. Customers has elected to adopt the interim final rule, which is reflected in the regulatory capital data presented below. The cumulative CECL capital transition impact as of December 31, 2021 which amounted to $61.6 million will be phased in at 25% per year beginning on January 1, 2022 through December 31, 2024. As of December 31, 2023, our regulatory capital ratios reflected 50%, or $30.8 million, benefit associated with the CECL transition provisions.

In April 2020, the U.S. federal banking regulatory agencies issued an interim final rule that permits banks to exclude the impact of participating in the SBA PPP program in their regulatory capital ratios. Specifically, PPP loans are zero percent risk weighted and a bank can exclude all PPP loans pledged as collateral to the PPPLF from its average total consolidated assets for purposes of calculating the Tier 1 capital to average assets ratio (i.e. leverage ratio). Customers applied this regulatory guidance in the calculation of its regulatory capital ratios presented below.

Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Bancorp to maintain minimum amounts and ratios (set forth in the following table) of common equity Tier 1, Tier 1, and total capital to risk-weighted assets, and Tier 1 capital to average assets (as defined in the regulations). At December 31, 2023 and 2022, the Bank and the Bancorp met all capital adequacy requirements to which they were subject.

105

Generally, to comply with the regulatory definition of adequately capitalized, or well capitalized, respectively, or to comply with the Basel III capital requirements, an institution must at least maintain the common equity Tier 1, Tier 1 and total risk-based capital ratios and the Tier 1 leverage ratio in excess of the related minimum ratios set forth in the following table.

Minimum Capital Levels to be Classified as:
ActualAdequately CapitalizedWell CapitalizedBasel III Compliant
(dollars in thousands)AmountRatioAmountRatioAmountRatioAmountRatio
As of December 31, 2023:
Common equity Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,661,14912.230%$611,2004.500%N/AN/A$950,7557.000%
Customers Bank$1,868,36013.773%$610,4534.500%$881,7656.500%$949,5947.000%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,798,94213.245%$814,9336.000%N/AN/A$1,154,4898.500%
Customers Bank$1,868,36013.773%$813,9376.000%$1,085,2508.000%$1,153,0788.500%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.$2,076,55015.289%$1,086,5788.000%N/AN/A$1,426,13310.500%
Customers Bank$2,073,20215.283%$1,085,2508.000%$1,356,56210.000%$1,424,39010.500%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.$1,798,9428.375%$859,1894.000%N/AN/A$859,1894.000%
Customers Bank$1,868,3608.708%$858,2254.000%$1,072,7825.000%$858,2254.000%
As of December 31, 2022:
Common equity Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,470,8379.637%$686,8384.500%N/AN/A$1,068,4157.000%
Customers Bank$1,708,59811.213%$685,6944.500%$990,4476.500%$1,066,6367.000%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,608,63010.539%$915,7846.000%N/AN/A$1,297,3618.500%
Customers Bank$1,708,59811.213%$914,2596.000%$1,219,0128.000%$1,295,2018.500%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,862,08912.200%$1,221,0458.000%N/AN/A$1,602,62210.500%
Customers Bank$1,889,47212.400%$1,219,0128.000%$1,523,76510.000%$1,599,95410.500%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.$1,608,6307.664%$839,5474.000%N/AN/A$839,5474.000%
Customers Bank$1,708,5988.150%$838,6114.000%$1,048,2645.000%$838,6114.000%

The Basel III Capital Rules require that we maintain a 2.500% capital conservation buffer with respect to each of common equity Tier 1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers. As of December 31, 2023, the Bank and the Bancorp were in compliance with the Basel III requirements. Refer to “NOTE 19 – REGULATORY CAPITAL” to Customers’ audited consolidated financial statements for additional discussion regarding regulatory capital requirements.

106

Capital Ratios

Customers continued to build capital during 2023. In general, for the past few years, Customers Bancorp capital growth has been achieved by retained earnings and issuances of common stock under share-based compensation arrangements, offset in part by the repurchase of common shares. In 2021, Customers repurchased 527,789 shares of common stock for $27.7 million pursuant to the Share Repurchase Program. In 2022, Customers repurchased 830,145 shares of its common stock for $33.2 million pursuant to the Share Repurchase Program. In 2023, Customers repurchased 1,379,883 shares of its common stock for $39.8 million pursuant to the Share Repurchase Program. On September 27, 2023, the Share Repurchase Program expired. During 2023 and 2022, Customers Bancorp did not issue any preferred stock or common stock other than in connection with share-based compensation agreements. In 2021, Customers Bancorp issued $100 million in fixed-to-floating rate senior notes, and utilized the proceeds to redeem all of the outstanding shares of Series C and Series D Preferred Stock. Customers Bank capital growth for the past few years has been achieved primarily by retained earnings and capital contributions from Customers Bancorp from proceeds received from issuances of senior and subordinated notes. For more information relating to preferred and common stock, refer to “NOTE 13 – SHAREHOLDERS' EQUITY” to Customers’ audited consolidated financial statements.

Customers is unaware of any current recommendations by the regulatory authorities which, if they were to be implemented, would have a material effect on its liquidity, capital resources, or operations.

The maintenance of appropriate levels of capital is an important objective of Customers’ asset and liability management process. Through its initial capitalization and subsequent offerings, Customers believes it has continued to maintain a strong capital position. Since first quarter 2015, Customers Bank’s board of directors has declared a quarterly cash dividend to the Bank’s sole shareholder, Customers Bancorp. Cash dividends declared by the Bank and paid to Customers Bancorp during 2023 and 2022, include the following:

•$20.0 million declared on March 23, 2022, and paid on March 24, 2022;

•$5.0 million declared on June 22, 2022, and paid on June 23, 2022;

•$25.0 million declared on September 28, 2022, and paid on September 29, 2022;

•$2.0 million declared on December 20, 2022, and paid on December 22, 2022;

•$30.0 million declared on February 22, 2023, and paid on February 22, 2023;

•$20.0 million declared on June 28, 2023, and paid on June 28, 2023;

•$10.0 million declared on September 27, 2023, and paid on September 27, 2023; and

•$30.0 million declared on December 20, 2023, and paid on December 21, 2023.

Effect of Government Monetary Policies

Our earnings are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve Board is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans and leases, investments, and deposits, and their use may also affect rates charged on loans and leases or paid for deposits.

FY 2022 10-K MD&A

SEC filing source: 0001488813-23-000012.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-28. Report date: 2022-12-31.

Item 7.        Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis should be read in conjunction with "Business - Summary" and the Bancorp’s consolidated financial statements and related notes for the year ended December 31, 2022. For the comparison of the years ended December 31, 2021 and 2020, refer to Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for our fiscal year ended December 31, 2021, filed with the SEC on February 28, 2022.

Overview

Like most financial institutions, Customers derives the majority of its income from interest it receives on its interest-earning assets, such as loans, leases and investments. Customers' primary source of funds for making these loans, leases and investments are its deposits and borrowings, on which it pays interest. Consequently, one of the key measures of Customers' success is the amount of its net interest income, or the difference between the interest income on its interest-earning assets and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. Another key measure is the difference between the interest income generated by interest-earning assets and the interest expense on interest-bearing liabilities, relative to the amount of average interest-earning assets, which is referred to as net interest margin.

BankMobile, previously a division of Customers Bank, derived a majority of its revenue from interest income on installment loans, interchange and card revenue and deposit fees. On January 4, 2021, Customers Bancorp completed the divestiture of BankMobile Technologies, Inc., a wholly-owned subsidiary of Customers Bank and a component of BankMobile, through a merger with Megalith Financial Acquisition Corp. In connection with the closing of the divestiture, MFAC changed its name to “BM Technologies, Inc.” All of BankMobile’s serviced deposits and loans including the related net interest income remained with Customers Bank after the divestiture. Beginning in first quarter 2021, BMT's historical financial results for periods prior to the divestiture are reflected in Customers Bancorp’s results of operations as discontinued operations. As a result of the divestiture, Customers' interchange income, deposit account fees and subscription fees decreased for the year ended December 31, 2021. In addition, Customers' non-interest expenses, such as salaries and employee benefits, technology, professional services, merger and acquisition related expenses and other non-interest expenses, including reimbursements from the white label relationship associated with BMT decreased for the year ended December 31, 2021.

In connection with the divestiture, Customers entered into various agreements with BM Technologies, including a transition services agreement, software license agreement, deposit servicing agreement, non-competition agreement and loan agreement for periods ranging from one to ten years. Customers incurred expenses of $57.0 million and $59.5 million to BM Technologies under the deposit servicing agreement, included within the technology, communication and bank operations expense in the income from continuing operations during the years ended December 31, 2022 and 2021, respectively. Customers held $1.1 billion and $1.8 billion of deposits serviced by BM Technologies as of December 31, 2022 and 2021, respectively. Customers currently expects that approximately half of these serviced deposits will leave Customers Bank by the earlier of BM Technologies' successful completion of the transfer of such deposits to a new sponsor bank or June 30, 2023. The deposit service agreement was scheduled to expire on December 31, 2022. On June 30, 2022, Customers provided a written notice to BM Technologies to terminate the deposit servicing agreement effective December 31, 2022. On November 7, 2022, Customers agreed to extend the deposit servicing agreement to the earlier of BM Technologies' successful completion of the transfer of the serviced deposits to a new sponsor bank or June 30, 2023. Customers and BM Technologies also agreed to remove Customers' obligation under the deposit servicing agreement to pay BM Technologies the interchange maintenance fee which is the difference between the Durbin-exempt and Durbin-recalculated interchange revenues. The other terms of the deposit servicing agreement remain in effect through the new termination date. Customers and BM Technologies are currently negotiating an extension of this agreement with respect to the serviced deposits expected to remain at Customers Bank after June 30, 2023. The loan agreement with BM Technologies was terminated early in November 2021. The transition services agreement with BM Technologies, as amended, expired on March 31, 2022. Customers entered into a special limited agency agreement with BM Technologies, whereby Customers originates consumer installment loans referred by BM Technologies for an initial period from April 20, 2022 to December 31, 2022, and renews annually unless terminated by either party. For additional information, refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements.

In 2021, Customers Bank launched CBIT on the TassatPay blockchain-based instant B2B payments platform, which serves a growing array of B2B clients who want the benefit of instant payments, including key over-the-counter desks, exchanges, liquidity providers, market makers, funds, and other B2B verticals. CBIT may only be created by, transferred to and redeemed by commercial customers of Customers Bank on the instant B2B payments platform by maintaining U.S. dollars in deposit accounts at Customers Bank. CBIT is not listed or traded on any digital currency exchange. As of December 31, 2022 and 2021, Customers Bank held $2.3 billion and $1.9 billion of deposits from customers participating in CBIT, respectively.

68

The CBIT instant payments platform provides a closed-system for intrabank commercial transactions and is not intended to be a trading platform for tokens or digital assets. CBIT tokens are used only in connection with the CBIT instant payments platform and are not securities for purposes of applicable securities laws. There are no scenarios in which the transaction or redemption value of one CBIT would not be equal to one U.S. dollar. Each CBIT is minted with precisely one U.S. dollar equivalent, and those dollars are held in a non-interest bearing omnibus deposit account until the CBIT is burned or redeemed. The number of CBIT outstanding in the CBIT instant payments platform is always equal to the U.S. dollars held in the omnibus deposit account at Customers Bank and is reported as a deposit liability in the consolidated balance sheet. The omnibus deposit account had an outstanding balance of $23 thousand at December 31, 2022 and no outstanding balance at December 31, 2021.

There is credit risk inherent in loans and leases requiring Customers to maintain an ACL to absorb credit losses on existing loans and leases that may become uncollectible. Customers maintains this allowance by charging a provision for credit losses on loans and leases against its operating earnings. Customers has included a detailed discussion of this process, as well as several tables describing its ACL, in "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" and "NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES" to Customers' audited financial statements.

Impact of Macroeconomic Uncertainties, COVID-19 and Geopolitical Conflict

The spread of COVID-19 and its variants since early 2020 has created a global public health crisis that has resulted in volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally, including the markets that Customers serves. Governmental responses during the early stages of the pandemic have included orders closing businesses not deemed essential and directing individuals to restrict their movements, observe social distancing and shelter in place. These actions, together with responses to the pandemic by businesses and individuals, resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses that have led to a loss of revenues and a rapid increase in unemployment, material decreases in oil and gas prices and in business valuations, disrupted global supply chains, market downturns and volatility, changes in consumer behavior related to pandemic fears, related emergency response legislation including the CARES Act and subsequent amendments and the Federal Reserve maintaining a low interest rate environment.

On March 27, 2020, the CARES Act was signed into law. It contained substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The CARES Act included the SBA's PPP, a nearly $350 billion program designed to aid small- and medium-sized businesses through federally guaranteed loans distributed through banks. These loans were intended to guarantee an eight-week or 24-week period of payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. On April 16, 2020, the SBA announced that all available funds had been exhausted and applications were no longer being accepted. On April 22, 2020, an additional $310 billion of funds for the PPP was signed into law. On August 8, 2020, the SBA announced that the PPP was closed and no longer accepting PPP applications from participating lenders. On December 27, 2020, the CAA was signed into law, including Division N, Title III, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, which provided $284 billion in additional funding for the SBA's PPP for small businesses affected by the COVID-19 pandemic. The CAA provided small businesses who received an initial PPP loan and experienced a 25% reduction in gross receipts to request a second PPP loan of up to $2.0 million. On January 11, 2021, the SBA reopened the PPP program to small business and non-profit organizations that did not receive a loan through the initial PPP phase. On March 11, 2021, the American Rescue Plan Act of 2021 was enacted expanding eligibility for first and second round of PPP loans and revising the exclusions from payroll costs for purposes of loan forgiveness. The PPP ended on May 31, 2021. Customers has helped thousands of small businesses by funding over $10 billion in PPP loans directly or through partnerships. Customers had $1.0 billion of PPP loans outstanding as of December 31, 2022.

In the early stages of the COVID-19 pandemic, Customers also implemented a short-term loan modification program to provide temporary payment relief to certain of its borrowers who met the program's qualifications. This program allowed for a deferral of payments for a maximum of 90 days at a time. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date of the existing loan. On December 27, 2020, the CAA was signed into law, which extended and expanded various relief provisions of the CARES Act including the temporary relief from the accounting and disclosure requirements for TDRs until January 1, 2022. All commercial loans previously on deferments became current by December 31, 2021. As of December 31, 2021, total consumer deferments were $6.1 million.

The Federal Reserve also took a range of actions to support the flow of credit to households and businesses at the outbreak of the COVID-19 pandemic. The Federal Reserve established a range of facilities and programs to support the U.S. economy and U.S. marketplace participants in response to economic disruptions associated with COVID-19, including among others, the PPPLF, which was created to bolster the effectiveness of the PPP by taking loans as collateral at face value. Customers participated in some of these facilities or programs, primarily the PPPLF. Customers fully repaid the borrowing from the PPPLF during the year ended December 31, 2021. No new advances are available from the PPPLF after July 30, 2021.

69

The U.S. economy has since strengthened despite the spread of COVID-19 variants, with higher inflation and housing values beginning in 2021. Also, the ongoing global supply chain issues and the military conflict between Russia and Ukraine contributed to higher inflation in 2022. In response, the Federal Reserve began normalizing monetary policy with its decision in late 2021 to taper its quantitative easing and raising the federal funds rate beginning in March 2022. Inflation remains elevated in 2022, reflecting supply and demand imbalances related to COVID-19 and its variants, higher food and energy prices from the military conflict between Russia and Ukraine, and broader price pressures. The Federal Reserve has raised interest rates significantly throughout 2022 and in the early part of 2023 in attempts to bring the inflation to its long run target rate of two percent. Future rate hikes are expected during the remainder of 2023, as the Federal Reserve has indicated ongoing interest rate increases in order to attain a stance of monetary policy that is sufficiently restrictive to return inflation to two percent over time.

Significant uncertainties as to future economic conditions continue to exist, including higher inflation, global supply chain issues, and higher oil and commodity prices exacerbated by the military conflict between Russia and Ukraine. Customers has taken deliberate actions in response, including maintaining higher levels of liquidity, reserves for credit losses on loans and leases and off-balance sheet credit exposures and strong capital ratios. Customers has also shifted the mix of its loan portfolio towards low credit risk commercial loans with floating or adjustable interest rates and focused on growing its non-interest bearing and lower-cost interest-bearing deposits to position the Bank for higher interest rates. Customers continues to monitor closely the impact of COVID-19 and its variants, the military conflict between Russia and Ukraine and macroeconomic uncertainties, as well as any effects that may result from the federal government's responses including future rate hikes; however, the extent to which COVID-19 and its variants, the geopolitical conflict, inflation, interest rates and other macroeconomic factors will impact Customers' operations and financial results in 2023 is highly uncertain.

New Accounting Pronouncements

For information about the impact that recently adopted or issued accounting guidance will have on us, refer to "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" to Customers' audited financial statements.

Critical Accounting Policies and Estimates

Customers has adopted various accounting policies that govern the application of U.S. GAAP and that are consistent with general practices within the banking industry in the preparation of its consolidated financial statements. Customers' significant accounting policies are described in "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" to Customers' audited financial statements.

Certain accounting policies involve significant judgments and assumptions by Customers that have a material impact on the carrying value of certain assets. Customers considers these accounting policies to be critical accounting policies. The judgments and assumptions used are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions management makes, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of Customers' assets.

The critical accounting policy that is both important to the portrayal of Customers' financial condition and results of operations and require complex, subjective judgments is the ACL. This critical accounting policy and material estimate, along with the related disclosures, are reviewed by Customers' Audit Committee of the Board of Directors.

Allowance for Credit Losses

Customers' ACL at December 31, 2022 represents Customers' current estimate of the lifetime credit losses expected from its loan and lease portfolio and its unfunded lending-related commitments that are not unconditionally cancellable. Management estimates the ACL by projecting a lifetime loss rate conditional on a forecast of economic parameters and other qualitative adjustments, for the loans and leases' expected remaining term.

Customers uses external sources in the creation of its forecasts, including current economic conditions and forecasts for macroeconomic variables over its reasonable and supportable forecast period (e.g., GDP growth rate, unemployment rate, BBB spread, commercial real estate and home price index). After the reasonable and supportable forecast period, which ranges from two to five years, the models revert the forecasted macroeconomic variables to their historical long-term trends, without specific predictions for the economy, over the expected life of the pool, while also incorporating prepayment assumptions into its lifetime loss rates. Internal factors that impact the quarterly allowance estimate include the level of outstanding balances, portfolio performance and assigned risk ratings. Significant loan/borrower attributes utilized in the models include property type, initial loan to value, assigned risk ratings, delinquency status, origination date, maturity date, initial FICO scores, and borrower industry and state.

70

The ACL may be affected materially by a variety of qualitative factors that Customers considers to reflect its current judgment of various events and risks that are not measured in our statistical procedures, including uncertainty related to the economic forecasts used in the modelled credit loss estimates, nature and volume of the loan and lease portfolio, credit underwriting policy exceptions, peer comparison, industry data, and model and data limitations. The qualitative allowance for economic forecast risk is further informed by multiple alternative scenarios, as deemed applicable, to arrive at a scenario or a composite of scenarios supporting the period-end ACL balance. The evaluation process is inherently imprecise and subjective as it requires significant management judgment based on underlying factors that are susceptible to changes, sometimes materially and rapidly. Customers recognizes that this approach may not be suitable in certain economic environments such that additional analysis may be performed at management's discretion. Due in part to its subjectivity, the qualitative evaluation may be materially impacted during periods of economic uncertainty and late breaking events that could lead to revision of reserves to reflect management's best estimate of expected credit losses.

The ACL is established in accordance with our ACL policy. The ACL Committee, which includes the Bank's Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Lending Officer, and Chief Credit Officer, among others, reviews the adequacy of the ACL each quarter, together with Customers' risk management team. The ACL policy, significant judgments and the related disclosures are reviewed by Customers' Audit Committee of the Board of Directors.

The net decrease in our estimated ACL as of December 31, 2022 as compared to our December 31, 2021 resulted primarily from the sale of consumer installment loans to a third-party sponsored VIE, partially offset by loan growth, deteriorating macroeconomic forecasts and increases in charge-offs primarily attributed to $11.0 million in commercial and industrial loans originated under the PPP that were subsequently determined to be ineligible for SBA forgiveness and guarantee and ultimately deemed uncollectible, a partial charge-off of $7.9 million for a performing non-owner occupied commercial real estate loan that Customers decided to exit, and higher charge-offs in consumer installment loans and overdrawn deposit accounts. Refer to NOTE 6 – INVESTMENT SECURITIES to Customers' audited financial statements for more information on the sale of consumer installment loans. The provision for credit losses on loans and leases for the year ended December 31, 2022 was $59.5 million, for an ending ACL balance of $133.9 million ($130.9 million for loans and leases and $3.0 million for unfunded lending-related commitments) as of December 31, 2022.

To determine the ACL as of December 31, 2022, Customers utilized the Moody's December 2022 Baseline forecast to generate its modelled expected losses and considered Moody's other alternative economic forecast scenarios to qualitatively adjust the modelled ACL by loan portfolio in order to reflect management's reasonable expectations of current and future economic conditions. The Baseline forecast at December 31, 2022 assumed lower growth rates in macroeconomic forecasts compared to the macroeconomic forecasts used by Customers in 2021; oil prices remaining volatile, but gradually declining by mid-2023, recession fears, weakening global economies and the embargo on Russian crude oil from the Russian invasion of Ukraine; COVID-19 becoming less disruptive to global supply chains, tourism and business travel, immigration and labor markets; the Federal Reserve raising the effective fed funds rate to just under 5.0% and cutting the fed funds rate beginning in late 2023 and throughout 2024; the CPI rising 4.1% in 2023 and 2.4% in 2024; and the unemployment rate rising to 4.0% in 2023 and 4.1% in 2024. Customers continues to monitor the impact of the military conflict between Russia and Ukraine, COVID-19 and its variants, supply-chain disruptions, inflation, and related policy measures on the economy and, if the pace of the expected recovery is worse than expected, further meaningful provisions for credit losses could be required.

The net decrease in our estimated ACL as of December 31, 2021 as compared to December 31, 2020 was primarily attributable to the continued improvement in macroeconomic forecasts since the significant economic impact of COVID-19 in early 2020, partially offset by loan growth primarily in Customers' consumer installment loan portfolio. The provision for credit losses on loans and leases for the year ended December 31, 2021 was $27.4 million, for an ending ACL balance of $139.9 million ($137.8 million for loans and leases and $2.1 million for unfunded lending-related commitments) as of December 31, 2021. To determine the ACL as of December 31, 2021, Customers utilized the Moody's December 2021 Baseline forecast to generate its modelled expected losses by loan portfolio in order to reflect management's reasonable expectations of current and future economic conditions. The Moody's Baseline forecast at December 31, 2021 assumed continued improvement in forecasts of macroeconomic conditions compared to the forecasts of macroeconomic conditions used by Customers in 2020; the Federal Reserve has accelerated its tapering process in the fourth quarter of 2021 and the first rate hike is assumed to occur in 2022; a continuing U.S. economic recovery from federal spending and abatement of the COVID-19 pandemic, notwithstanding the impact of the Omicron variant; and the acceleration in consumer prices is expected to peak and moderate in the near-term as the supply chain issues subside.

71

One of the most significant judgments influencing the ACL is the macroeconomic forecasts from Moody's. Changes in the economic forecasts could significantly affect the estimated credit losses which could potentially lead to materially different allowance levels from one reporting period to the next. Given the dynamic relationship between macroeconomic variables within Customers' modelling framework, it is difficult to estimate the impact of a change in any one individual variable on the ACL. However, to illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario. This scenario includes assumptions around the supply-chain conditions worsening and higher wage increases adding to inflation pressures; new infections, hospitalizations and COVID-19 deaths rising significantly again as compared to the Baseline projections, slowing growth in consumer spending on air travel, retail and hotels; the Federal Reserve raising interest rates higher than the Baseline projections; rising unemployment; and the U.S. economy falling into recession in 2023. Under this scenario, as an example, the unemployment rate is estimated at 6.8% and 7.4% in 2023 and 2024, respectively. These numbers represent a 2.8% and 3.3% higher unemployment estimate than Baseline scenario projections of 4.0% and 4.1%, respectively, for the same time periods. To demonstrate the sensitivity to key economic parameters, management calculated the difference between a 100% Baseline weighting and a 100% adverse scenario weighting for modelled results. This would result in an incremental quantitative impact to the ACL of approximately $42.2 million at December 31, 2022. This resulting difference is not intended to represent an expected increase in ACL levels since (i) Customers may use a weighted approach applied to multiple economic scenarios for its ACL process, (ii) the highly uncertain economic environment, (iii) the difficulty in predicting inter-relationships between macroeconomic variables used in various economic scenarios, and (iv) the sensitivity analysis does not account for any qualitative adjustments incorporated by Customers as part of its overall ACL framework.

There is no certainty that Customers' ACL will be appropriate over time to cover losses in our portfolio as economic and market conditions may ultimately differ from our reasonable and supportable forecast. Additionally, events adversely affecting specific customers, industries, or Customers' markets, such as geopolitical instability, risks of rising inflation including a near-term recession, or

the emergence of a more contagious and severe COVID-19 variant, could severely impact our current expectations. If the credit quality of Customers' customer base materially deteriorates or the risk profile of a market, industry, or group of customers changes materially, Customers' net income and capital could be materially adversely affected which, in turn could have a material adverse effect on Customers' financial condition and results of operations. The extent to which the geopolitical instability, risks of rising inflation and COVID-19 and its variants have and will continue to negatively impact Customers' businesses, financial condition, liquidity and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision at this time.

For more information, refer to "NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES" to Customers' audited financial statements.

Results of Operations

The following discussion of Customers Bancorp’s consolidated results of operations should be read in conjunction with its consolidated financial statements, including the accompanying notes. Please refer to Critical Accounting Policies and Estimates in this Management's Discussion and Analysis and "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" to Customers' audited financial statements for information concerning certain significant accounting policies and estimates applied in determining reported results of operations.

72

The following table sets forth the condensed statements of income for the years ended December 31, 2022 and 2021:

For the Years Ended December 31,
(dollars in thousands)20222021Change% Change
Net interest income$623,720$685,074$(61,354)(9.0)%
Provision for credit losses60,06627,42632,640119.0%
Total non-interest income32,27277,867(45,595)(58.6)%
Total non-interest expense304,629294,30710,3223.5%
Income before income tax expense291,297441,208(149,911)(34.0)%
Income tax expense63,26386,940(23,677)(27.2)%
Net income from continuing operations228,034354,268(126,234)(35.6)%
Loss from discontinued operations before income taxes(20,354)20,354(100.0)%
Income tax expense (benefit) from discontinued operations19,267(19,267)(100.0)%
Net loss from discontinued operations(39,621)39,621(100.0)%
Net income228,034314,647(86,613)(27.5)%
Preferred stock dividends9,63211,693(2,061)(17.6)%
Loss on redemption of preferred stock2,820(2,820)(100.0)%
Net income available to common shareholders$218,402$300,134$(81,732)(27.2)%

Customers reported net income available to common shareholders of $218.4 million for the year ended December 31, 2022, compared to $300.1 million for the year ended December 31, 2021. Factors contributing to the change in net income available to common shareholders for the year ended December 31, 2022 compared to the year ended December 31, 2021 were as follows:

Net interest income

Net interest income decreased $61.4 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 as interest income from PPP loans decreased due to lower levels of PPP loan forgiveness, which accelerated the recognition of net deferred loan origination fees, offset in part by an increase in commercial and industrial loans and leases, primarily in specialty lending. Average interest-earning assets increased by $1.0 billion, and NIM decreased by 51 basis points to 3.19% for the year ended December 31, 2022 from 3.70% for the year ended December 31, 2021. The increase in interest-earning assets was primarily driven by increases in commercial and industrial loans and leases, primarily in specialty lending, investment securities, multifamily loans, consumer installment loans and residential mortgages, offset in part by decreases in PPP loans due to PPP loan forgiveness and commercial loans to mortgage companies. The PPP loan forgiveness, which accelerated the recognition of net deferred loan origination fees, decreased in 2022. The commercial loans to mortgage companies decreased as the mortgage activity decelerated due to rising interest rates in 2022. These decreases were partially offset by the shift in the mix of interest-earning assets in a rising interest rate environment mostly in commercial and industrial loans and leases, primarily in specialty lending and by equity investment distributions, which are included in other interest income. The shift in the mix of interest-earning assets in a rising interest rate environment included $7.4 billion in ending balance ($5.9 billion average balance) of commercial and industrial loans and leases yielding 4.88% at and for the year ended December 31, 2022, which included secured and variable rate loans in specialty lending and owner occupied commercial real estate loans, and $1.0 billion in ending balance ($1.7 billion average balance) of PPP loans yielding 4.60% at and for the year December 31, 2022. The shift in the mix of interest-bearing liabilities in a rising interest rate environment drove an 88 basis point increase in the cost of deposits and borrowings, which more than offset the increase in yield from interest-earning assets, and contributed to the NIM decrease for the year ended December 31, 2022 compared to the year ended December 31, 2021. The shift in the mix of interest-bearing liabilities included interest-bearing deposits of $16.3 billion in ending balance ($13.5 billion average balance) costing 1.67% at and for the year December 31, 2022. Non-interest bearing demand deposits were $1.9 billion in ending balance ($3.8 billion average balance) at and for the year December 31, 2022. Customers' total cost of deposits, including interest-bearing and non-interest bearing deposits, were 1.31% and 0.44% for the years ended December 31, 2022 and 2021, respectively. PPPLF borrowings costing 0.35% were fully repaid during the year ended December 31, 2021. Customers' total cost of funds, including non-interest bearing deposits and borrowings, was 1.42% and 0.54% for the years ended December 31, 2022 and 2021, respectively.

73

Provision for credit losses

The $32.6 million increase in the provision for credit losses for the year ended December 31, 2022 compared to the year ended December 31, 2021, reflects the loan growth and deteriorating macroeconomic forecasts, partially offset by sale of consumer installment loans to a third-party sponsored VIE. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information on the sale of consumer installment loans during the year ended December 31, 2022. The ACL on off-balance sheet credit exposures is presented within accrued interest payable and other liabilities in the consolidated balance sheet and the related provision is presented as part of other non-interest expense on the consolidated statement of income. The ACL on loans and leases held for investment, represented 0.93% of total loans and leases receivable and 1.00% of total loans and leases receivable, excluding PPP loans (a non-GAAP measure, please refer to the non-GAAP reconciliation within Loans and Leases, Credit Risk), at December 31, 2022, compared to 1.12% and 1.53% (a non-GAAP measure, please refer to the non-GAAP reconciliation within Loans and Leases, Credit Risk) at December 31, 2021.

Net charge-offs for the year ended December 31, 2022 were $66.4 million, or 45 basis points of average total loans and leases, compared to $33.8 million, or 22 basis points of average total loans and leases for the year ended December 31, 2021. The increase in net charge-offs was primarily due to $11.0 million in commercial and industrial loans originated under the PPP that were subsequently determined to be ineligible for SBA forgiveness and guarantee and ultimately deemed uncollectible, a partial charge-off of $7.9 million for a performing non-owner occupied commercial real estate loan that Customers decided to exit, higher charge-offs of consumer installment loans and overdrawn deposit accounts.

The provision for credit losses for the year ended December 31, 2022 also included a provision for credit losses of $0.6 million on certain asset-backed securities included in our investment securities available for sale. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information.

Non-interest income

The $45.6 million decrease in non-interest income for the year ended December 31, 2022 compared to the year ended December 31, 2021 resulted primarily from $23.5 million of losses from the sales of $521.8 million of consumer installment loans, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE, and decreases of $54.6 million in net gains realized from the sale of AFS debt securities, $8.2 million in gains from the sales of SBA and other loans, $6.1 million in mortgage warehouse transactional fees, $3.4 million in unrealized gain on investment securities and $1.7 million in other non-interest income. These decreases were offset in part by losses of $24.5 million on cash flow hedge derivative terminations and $2.8 million on sale of foreign subsidiaries for the year ended December 31, 2021, $7.5 million in legal settlement gain, and increases of $7.3 million in bank-owned life insurance income, $6.6 million in commercial lease income and $4.7 million in loans fees for the year ended December 31, 2022 compared to the year ended December 31, 2021. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information on the sale of consumer installment loans during the year ended December 31, 2022.

Non-interest expense

The $10.3 million increase in non-interest expense for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from increases of $5.2 million in commercial lease depreciation, $4.3 million in loan servicing, $4.2 million in salaries and employee benefits, $1.5 million in occupancy, $1.5 million in technology, communication and bank operations, $1.0 million in advertising and promotion, $0.8 million in loan workout related expenses and $0.8 million in professional services. These increases were offset in part by decreases of $6.2 million in deposit relationship adjustment fees, $1.2 million in FDIC assessments, non-income taxes, and regulatory fees, $1.0 million in other non-interest expense and $0.4 million in merger and acquisition related expenses for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Income tax expense

Customers' effective tax rate was 21.7% for the year ended December 31, 2022 compared to 19.7% for the year the ended December 31, 2021. The increase in the effective tax rate for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to the recognition of uncertain tax positions in 2022, a decrease in tax credit benefits, recognition of a deferred tax asset related to the outside basis difference of foreign subsidiaries in 2021 and excess tax benefits from stock option exercises in 2021, partially offset by increases in death benefits from bank-owned life insurance policies in 2022.

74

Net loss from discontinued operations

On January 4, 2021, Customers Bancorp completed the divestiture of BMT, the technology arm of its BankMobile segment, to MFAC Merger Sub Inc., an indirect wholly-owned subsidiary of MFAC, pursuant to an Agreement and Plan of Merger, dated August 6, 2020, by and among MFAC, MFAC Merger Sub Inc., BMT, Customers Bank, the sole stockholder of BMT, and Customers Bancorp, the parent bank holding company for Customers Bank (as amended on November 2, 2020 and December 8, 2020). In connection with the closing of the divestiture, MFAC changed its name to “BM Technologies, Inc.” Following the completion of the divestiture of BMT, BankMobile's serviced deposits and loans and the related net interest income have been combined with Customers' financial condition and the results of operations as a single reportable segment.

BMT's historical financial results for periods prior to the divestiture are reflected in Customers Bancorp’s consolidated financial statements as discontinued operations. BMT's operating results and associated cash flows have been presented as "Discontinued operations" within the accompanying audited financial statements and prior period amounts have been reclassified to conform with the current period presentation.

Customers had no loss from discontinued operations, net of income taxes for the year ended December 31, 2022 compared to $39.6 million for the year ended December 31, 2021. The $39.6 million decrease primarily resulted from restricted stock awards of BM Technologies' common stock granted to certain team members of BMT and the effect of the divestiture being treated as a taxable asset sale for tax purposes, offset in part by a tax benefit related to the restricted stock awards in 2021. Refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements for additional information.

Preferred stock dividends and loss on redemption of preferred stock

Preferred stock dividends were $9.6 million and $11.7 million for the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2021, Customers redeemed all of the outstanding shares of Series C and Series D Preferred Stock for an aggregate payment of $82.5 million, at a redemption price of $25.00 per share. The redemption price paid in excess of the carrying value of Series C and Series D Preferred Stock of $2.8 million is included as a loss on redemption of preferred stock in the consolidated statement of income for the year ended December 31, 2021. After giving effect to the redemption, no shares of the Series C and Series D Preferred Stock remained outstanding. There were no changes to the amount of preferred stock outstanding during the year ended December 31, 2022. Refer to "NOTE 13 – SHAREHOLDERS EQUITY" to Customers' audited financial statements for additional information.

On June 15, 2021, the Series E Preferred Stock became floating at three-month LIBOR plus 5.14%, compared to a fixed rate of 6.45%. On December 15, 2021, the Series F Preferred Stock became floating at three-month LIBOR plus 4.762%, compared to a fixed rate of 6.00%. Publication of overnight and one-, three-, six‑, and twelve-month USD LIBOR settings will be discontinued after June 30, 2023. Customers expects that the Series E and F Preferred Stock will pay dividends based on the three-month term SOFR plus spreads comparable to the current spreads after June 30, 2023.

NET INTEREST INCOME

Net interest income (the difference between the interest earned on loans and leases, investments and interest-earning deposits with banks, and interest paid on deposits, borrowed funds and subordinated debt) is the primary source of Customers' earnings. The following table summarizes Customers' net interest income, related interest spread, net interest margin and the dollar amount of changes in interest income and interest expense for the major categories of interest-earning assets and interest-bearing liabilities for the years ended December 31, 2022 and 2021. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.

75

For the Years Ended December 31,For the Years Ended December 31,
202220212022 vs. 2021
(dollars in thousands)Average balanceInterest income or expenseAverage yield or costAverage balanceInterest income or expenseAverage yield or costDue to rateDue to volumeTotal
Assets
Interest-earning deposits$620,071$10,9521.77%$1,169,416$1,5850.14%$10,482$(1,115)$9,367
Investment securities (1)3,992,934119,2362.99%1,753,64940,4132.30%14,99563,82878,823
Loans and leases:
Commercial and industrial:
Specialty lending loans and leases (2)4,357,995218,1895.01%1,723,51663,6563.69%29,306125,227154,533
Other commercial and industrial loans (2)1,540,43569,5644.52%1,344,48951,5363.83%9,9668,06218,028
Commercial loans to mortgage companies1,682,47164,4133.83%2,699,30083,3503.09%17,063(36,000)(18,937)
Multifamily loans1,957,67273,9873.78%1,501,87856,5823.77%15117,25417,405
PPP loans1,724,65979,3814.60%5,108,192279,1585.46%(38,379)(161,398)(199,777)
Non-owner occupied commercial real estate loans1,356,08659,0874.36%1,349,56351,4303.81%7,4082497,657
Residential mortgages492,87019,0483.86%339,84512,4053.65%7535,8906,643
Installment loans1,798,977161,6448.99%1,517,165138,7059.14%(2,320)25,25922,939
Total loans and leases (3)14,911,165745,3135.00%15,583,948736,8224.73%41,073(32,582)8,491
Other interest-earning assets64,2049,872NM (6)59,3082,0643.48%7,6241847,808
Total interest-earning assets19,588,374885,3734.52%18,566,321780,8844.21%59,79144,698104,489
Non-interest-earning assets521,370633,615
Total assets$20,109,744$19,199,936
Liabilities
Interest checking accounts$6,853,533125,1001.83%$4,006,35427,6050.69%68,17129,32497,495
Money market deposit accounts4,615,57457,7651.25%4,933,02722,9610.47%36,377(1,573)34,804
Other savings accounts716,8386,7270.94%1,358,7087,5840.56%3,733(4,590)(857)
Certificates of deposit1,352,78736,6472.71%619,8594,4910.72%22,5219,63532,156
Total interest-bearing deposits (4)13,538,732226,2391.67%10,917,94862,6410.57%145,50018,098163,598
Federal funds purchased349,5815,8111.66%22,110160.07%3,5112,2845,795
FRB PPP Liquidity Facility%2,636,9259,2290.35%(9,229)(9,229)
Borrowings792,56329,6033.74%610,50323,9243.92%(1,147)6,8265,679
Total interest-bearing liabilities14,680,876261,6531.78%14,187,48695,8100.68%162,3533,490165,843
Non-interest-bearing deposits (4)3,780,1853,470,788
Total deposits and borrowings18,461,0611.42%17,658,2740.54%
Other non-interest-bearing liabilities255,911304,078
Total liabilities18,716,97217,962,352
Shareholders’ equity1,392,7721,237,584
Total liabilities and shareholders’ equity$20,109,744$19,199,936
Net interest income623,720685,074$(102,562)$41,208$(61,354)
Tax-equivalent adjustment1,1851,147
Net interest earnings$624,905$686,221
Interest spread3.10%3.66%
Net interest margin3.18%3.69%
Net interest margin tax equivalent3.19%3.70%
Net interest margin tax equivalent, excluding PPP loans (5)3.16%3.16%

(1)For presentation in this table, average balances and the corresponding average yields for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.

(2)Includes owner occupied commercial real estate loans.

(3)Includes non-accrual loans, the effect of which is to reduce the yield earned on loans and leases, and deferred loan fees.

(4)Total costs of deposits (including interest bearing and non-interest-bearing) were 1.31% and 0.44% for the years ended December 31, 2022 and 2021, respectively.

(5)Non-GAAP tax-equivalent basis, using an estimated marginal tax rate of 26% for both the years ended December 31, 2022 and 2021, presented to approximate interest income as a taxable asset and excluding net interest income from PPP loans and related borrowings, along with the related PPP loan balances and PPP fees receivable from interest-earning assets. Management uses non-GAAP measures to present historical periods comparable to the current period presentation. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedule that follows this table.

(6)Not Meaningful. Average yield on other interest-earning assets for the year ended December 31, 2022 was 15.38% primarily due to $6.4 million of equity investment distributions.

76

Net interest income decreased $61.4 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. The average interest-earning assets increased by $1.0 billion, primarily related to increases in commercial and industrial loans and leases, primarily in specialty lending, investment securities, multifamily loans, consumer installment loans and residential mortgages, partially offset by decreases in PPP loans due to PPP loan forgiveness and commercial loans to mortgage companies. Up until late 2021, the commercial loans to mortgage companies trend had largely been a function of greater refinance activity due to sharply lower interest rates, an increase in home purchase volumes and market share gains from other banks since early 2020. The refinancing activity has slowed since reaching its high level in early 2021, and into 2022 with rising interest rates.

The NIM decreased by 51 basis points to 3.19% for the year ended December 31, 2022, from 3.70% for the year ended December 31, 2021 resulting primarily from a decrease in PPP loan forgiveness and a shift in the mix of interest-bearing liabilities in a rising interest rate environment, offset in part by a shift in the mix of interest-earning assets in a rising interest rate environment. The PPP loan forgiveness, which accelerated the recognition of net deferred loan origination fees, decreased in 2022. This decrease was partially offset by the shift in the mix of interest-earning assets in a rising interest rate environment, mostly in commercial and industrial loans and leases, primarily specialty lending, and by equity investment distributions, which are included in other interest income. The shift in the mix of interest-earning assets in a rising interest rate environment included $7.4 billion in ending balance ($5.9 billion average balance) of commercial and industrial loans and leases yielding 4.88% at and for the year December 31, 2022, which included secured and variable rate loans in specialty lending and owner occupied commercial real estate loans, and $1.0 billion in ending balance ($1.7 billion average balance) of PPP loans yielding 4.60% at and for the year December 31, 2022. The shift in the mix of interest-bearing liabilities in a rising interest rate environment drove an 88 basis point increase in the cost of deposits and borrowings, which more than offset the increase in yield from interest-earning assets, and contributed to the NIM decrease for the year ended December 31, 2022 compared to the year ended December 31, 2021. The shift in interest-bearing liabilities included interest-bearing deposits of $16.3 billion in ending balance ($13.5 billion average balance) costing 1.67% at and for the year December 31, 2022. Non-interest bearing demand deposits was $1.9 billion in ending balance ($3.8 billion average balance) at and for the year December 31, 2022. Customers' total cost of deposits, including interest-bearing and non-interest bearing deposits was 1.31% and 0.44% for the years ended December 31, 2022 and 2021, respectively. PPPLF borrowings costing 0.35% were fully repaid during the year ended December 31, 2021. Customers' total cost of funds, including non-interest bearing deposits and borrowings was 1.42% and 0.54% for the years ended December 31, 2022 and 2021, respectively.

Customers’ net interest margin table contains non-GAAP financial measures calculated using non-GAAP amounts. These measures include net interest margin tax equivalent, excluding PPP loans. Management uses these non-GAAP measures to compare the current period presentation to historical periods in prior filings. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities.

A reconciliation of net interest margin tax equivalent, excluding PPP loans for the years ended December 31, 2022 and 2021 is set forth below.

For the Years Ended December 31,
(dollars in thousands)20222021
Net interest income (GAAP)$623,720$685,074
Tax-equivalent adjustment1,1851,147
Net interest income tax equivalent (GAAP)624,905686,221
Loans receivable, PPP net interest income(60,402)(261,279)
Net interest income tax equivalent, excluding PPP loans (Non-GAAP)$564,503$424,942
Average total interest-earning assets (GAAP)$19,588,374$18,566,321
Average PPP loans(1,724,659)(5,108,192)
Adjusted average total interest-earning assets (Non-GAAP)$17,863,715$13,458,129
Net interest margin (GAAP)3.18%3.69%
Net interest margin tax equivalent (GAAP)3.19%3.70%
Net interest margin tax equivalent, excluding PPP loans (Non-GAAP)3.16%3.16%

77

PROVISION FOR CREDIT LOSSES

For more information about the provision and Customers' ACL methodology and loss experience, see Critical Accounting Policies and Estimates and "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" and "NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES" to Customers' audited financial statements.

Customers maintains an ACL to cover current expected credit losses as of the balance sheet date on loans and leases held for investment that are not reported at their fair value on a recurring basis. The ACL is increased through periodic provisions for credit losses on loans and leases that are charged as an expense on the consolidated statements of income and is reduced by charge-offs, net of recoveries. The loan and lease portfolio is reviewed quarterly to evaluate the performance of the portfolio and the adequacy of the ACL. The ACL is estimated as of the end of each quarter and compared to the balance recorded in the general ledger, net of charge-offs and recoveries. The allowance is adjusted to the estimated ACL balance with a corresponding charge (or debit) to the provision for credit losses on loans and leases.

The provision for credit losses is a charge to earnings to maintain the ACL at a level consistent with management’s assessment of expected lifetime losses in the loan and lease portfolio at the balance sheet date. Customers recorded a provision for credit losses for loans and leases of $59.5 million and $27.4 million for the years ended December 31, 2022 and 2021, respectively. Customers recorded a provision of $0.9 million and a benefit to provision of $0.2 million of lending-related commitments for the years ended December 31, 2022 and 2021, respectively. The $32.1 million increase in the provision for credit losses for loans and leases for the year ended December 31, 2022 compared to the year ended December 31, 2021 reflects the loan growth and deteriorating macroeconomic forecasts, partially offset by sale of consumer installment loans to a third-party sponsored VIE. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information on the sale of consumer installment loans during the year ended December 31, 2022.

Net charge-offs for the year ended December 31, 2022 were $66.4 million, or 45 basis points of average total loans and leases, compared to $33.8 million, or 22 basis points of average total loans and leases for the year ended December 31, 2021. The increase in net charge-offs primarily related to $11.0 million of commercial and industrial loans originated under the PPP that were subsequently determined to be ineligible for SBA forgiveness and guarantee and ultimately deemed uncollectible, a partial charge-off of $7.9 million for a performing non-owner occupied commercial real estate loan that Customers decided to exit, higher charge-offs for consumer installment loans and overdrawn deposit accounts.

The provision for credit losses for the year ended December 31, 2022 also included a provision for credit losses of $0.6 million on certain asset-backed securities included in our investment securities available for sale. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information.

78

NON-INTEREST INCOME

The table below presents the components of non-interest income for the years ended December 31, 2022 and 2021.

For the Years Ended December 31,Change% Change
(dollars in thousands)20222021
Interchange and card revenue$243$336$(93)(27.7)%
Deposit fees3,8513,774772.0%
Commercial lease income27,71921,1076,61231.3%
Bank-owned life insurance15,6978,4167,28186.5%
Mortgage warehouse transactional fees6,73812,874(6,136)(47.7)%
Gain (loss) on sale of SBA and other loans3,15511,327(8,172)(72.1)%
Loss on sale of consumer installment loans(23,465)(23,465)NM
Loan fees12,1887,5274,66161.9%
Mortgage banking income8691,536(667)(43.4)%
Net gain (loss) on sale of investment securities(23,164)31,392(54,556)(173.8)%
Unrealized gain (loss) on investment securities(710)2,720(3,430)(126.1)%
Loss on sale of foreign subsidiaries(2,840)2,840(100.0)%
Unrealized gain (loss) on derivatives2,3913,208(817)(25.5)%
Loss on cash flow hedge derivative terminations(24,467)24,467(100.0)%
Legal settlement gain7,5197,519NM
Other(759)957(1,716)(179.3)%
Total non-interest income$32,272$77,867$(45,595)(58.6)%

Commercial lease income

Commercial lease income represents income earned on commercial operating leases generated by Customers' Equipment Finance Group in which Customers is the lessor. The $6.6 million increase in commercial lease income for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from the continued growth of Customers' equipment finance business.

Bank-owned life insurance

Bank-owned life insurance income represents income earned on life insurance policies owned by Customers including an increase in cash surrender value of the policies and any benefits paid by insurance carriers under the policies. The $7.3 million increase in bank-owned life insurance income for the year ended December 31, 2022 compared to the year ended December 31, 2021 resulted from an increase in cash surrender value of the policies and benefits paid by insurance carriers under the policies.

Mortgage warehouse transactional fees

The $6.1 million decrease in mortgage warehouse transactional fees for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from a decrease in refinancing activity driven by rising interest rates. There can be no assurance that Customers will earn mortgage warehouse transactional fees in 2023 comparable to 2022, given lower mortgage activity in a rising interest rate environment that is expected to continue in 2023.

Gain (loss) on sale of SBA and other loans

The $8.2 million decrease in gain on sale of SBA and other loans for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from $3.2 million in gains realized from the sales of $31.8 million in SBA loans and a commercial lease in 2022, as compared to $6.1 million in gains from sales of $66.6 million in SBA loans and $5.2 million in gains from sales of $212.3 million in consumer installment loans in 2021. There can be no assurance that Customers will realize gains on the sale of loans in 2023, given the significant uncertainty in the capital markets that is expected to continue in 2023.

79

Loss on sale of consumer installment loans

The $23.5 million increase in loss on sale of consumer installment loans for the year ended December 31, 2022 compared to the year ended December 31, 2021 reflects loss on sales of $521.8 million in consumer installment loans, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information.

Loan fees

The $4.7 million increase in loan fees for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from an increase in fees earned on unused lines of credit, servicing fees and other fees from commercial borrowers.

Net gain (loss) on sale of investment securities

The $54.6 million decrease in net gain on sale of investment securities for the year ended December 31, 2022 compared to the year ended December 31, 2021 reflects the net losses realized from the sale of $983.6 million in AFS debt securities for the year ended December 31, 2022, compared to the gains realized from the sale of $689.9 million in AFS debt securities for the year ended December 31, 2021. There can be no assurance that Customers will realize gains on the sale of investment securities in 2023, given the significant uncertainty in the capital markets and fluctuations in our funding needs, which may impact Customers’ investment strategy.

Unrealized gain (loss) on investment securities

The $3.4 million decrease in unrealized gain on investment securities for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily reflects the unrealized loss on CRA-qualified mutual fund shares in 2022 and unrealized gain of equity securities issued by a foreign entity that were held by CB Green Ventures Pte Ltd. and CUBI India Ventures Pte Ltd. in 2021. Customers sold all outstanding shares in CB Green Ventures Pte Ltd. and CUBI India Ventures Pte Ltd. for $3.8 million in 2021.

Loss on sale of foreign subsidiaries

The $2.8 million decrease in loss on sale of foreign subsidiaries for the year ended December 31, 2022 compared to the year ended December 31, 2021 reflects the realized loss from the sale of CB Green Ventures Pte Ltd. and CUBI India Ventures Pte Ltd., which held the equity securities issued by a foreign entity in 2021. Customers sold all outstanding shares in CB Green Ventures Pte Ltd. and CUBI India Ventures Pte Ltd. for $3.8 million in 2021.

Loss on cash flow hedge derivative terminations

The $24.5 million decrease in loss on cash flow hedge derivative terminations for the year ended December 31, 2022 compared to the year ended December 31, 2021 reflects the early terminations of derivatives designated in cash flow hedging relationships and reclassification of the realized losses from accumulated other comprehensive income to earnings because the hedged forecasted transactions were no longer probable of occurring in 2021.

Legal settlement gain

The $7.5 million increase in legal settlement gain for the year ended December 31, 2022 compared to the year ended December 31, 2021 reflects the gain from the court-approved settlement with a third party PPP service provider.

Other non-interest income

The $1.7 million decrease in other non-interest income for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from a decrease in SERP income due to changes in capital markets.

80

NON-INTEREST EXPENSE

The table below presents the components of non-interest expense for the years ended December 31, 2022 and 2021.

For the Years Ended December 31,Change% Change
(dollars in thousands)20222021
Salaries and employee benefits$112,365$108,202$4,1633.8%
Technology, communication and bank operations84,99883,5441,4541.7%
Professional services27,46526,6887772.9%
Occupancy13,60612,1431,46312.0%
Commercial lease depreciation22,97817,8245,15428.9%
FDIC assessments, non-income taxes, and regulatory fees8,86910,061(1,192)(11.8)%
Loan servicing15,02310,7634,26039.6%
Advertising and promotion2,5411,5201,02167.2%
Merger and acquisition related expenses418(418)(100.0)%
Loan workout1,072265807304.5%
Deposit relationship adjustment fees6,216(6,216)(100.0)%
Other15,71216,663(951)(5.7)%
Total non-interest expense$304,629$294,307$10,3223.5%

Salaries and employee benefits

The $4.2 million increase in salaries and employee benefits for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from an increase in average full-time equivalent team members needed for future growth, annual merit increases, increase in stock-based compensation related to new awards and severance expenses. These increases were offset in part by decreases in compensation expense associated with an executive's retirement and other one-time benefits in 2021 and a decrease in incentive accruals tied to Customers' overall performance.

Technology, communication and bank operations

The $1.5 million increase in technology, communication and bank operations expense for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from increases of $4.4 million in software licenses and fees paid for software as a service, partially offset by decreases in deposit servicing fees from lower deposits and interchange maintenance fees from lower debit card spend, that were paid to BM Technologies, the successor entity to BMT that was divested on January 4, 2021. Customers incurred $57.0 million and $59.5 million in deposit servicing fees to BM Technologies under the deposit servicing agreement during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, Customers held $1.1 billion and $1.8 billion of deposits serviced by BM Technologies, respectively. Customers currently expects that approximately half of these serviced deposits will leave Customers Bank by the earlier of BM Technologies' successful completion of the transfer of such deposits to a new sponsor bank or June 30, 2023. The deposit service agreement was scheduled to expire on December 31, 2022. On June 30, 2022, Customers provided a written notice to BM Technologies to terminate the deposit servicing agreement effective December 31, 2022. On November 7, 2022, Customers agreed to extend the deposit servicing agreement to the earlier of BM Technologies' successful completion of the transfer of the serviced deposits to a new sponsor bank or June 30, 2023. Customers and BM Technologies also agreed to remove Customers' obligation under the deposit servicing agreement to pay BM Technologies the interchange maintenance fee which is the difference between the Durbin-exempt and Durbin-recalculated interchange revenues. The other terms of the deposit servicing agreement remain in effect through the new termination date. Customers and BM Technologies are currently negotiating an extension of this agreement with respect to the serviced deposits expected to remain at Customers Bank after June 30, 2023. For additional information, refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements.

Professional services

The $0.8 million increase in professional services for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from an increase in legal fees in connection with the legal settlement with a third party PPP service provider, partially offset by a decrease in outside professional services used to support the PPP forgiveness process and our participation in the latest round of PPP in 2021.

81

Occupancy

The $1.5 million increase in occupancy for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to impairment charges of $1.4 million for ROU assets, bank premises and equipment related to consolidation of branch locations and other offices.

Commercial lease depreciation

The $5.2 million increase in commercial lease depreciation for the year ended December 31, 2022 compared to the year ended December 31, 2021 resulted from the continued growth of the operating lease arrangements originated by Customers' Equipment Finance Group in which Customers is the lessor.

FDIC assessments, non-income taxes, and regulatory fees

The $1.2 million decrease in FDIC assessments, non-income taxes, and regulatory fees for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from a decrease in FDIC assessment rates. In October 2022, FDIC issued a final rule to increase the initial base deposit insurance assessment rate by two basis points for all insured depository institutions beginning in 2023.

Loan servicing

The $4.3 million increase in loan servicing for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from servicing fees paid to third party servicers associated with the growth in consumer installment loans, including those loans sold to a third-party sponsored VIE, and residential mortgages, partially offset by a decrease in servicing fees paid to third party servicers associated with the participation in the latest round of PPP in 2021 and the PPP forgiveness process.

Advertising and promotion

The $1.0 million increase in advertising and promotion for the year ended December 31, 2022 compared to the year ended December 31, 2021 resulted from higher spending on advertising agencies and media, primarily for our deposit products.

Merger and acquisition related expenses

The $0.4 million decrease in merger and acquisition related expenses for the year ended December 31, 2022 compared to the year ended December 31, 2021 resulted from the merger of BankMobile Technologies, Inc. and Megalith Financial Acquisition Corp. completed on January 4, 2021.

Loan workout

The $0.8 million increase in loan workout related expenses for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from legal fees incurred in connection with a performing non-owner occupied commercial real estate loan that Customers decided to exit and loans to a commercial mortgage warehouse borrower that filed for bankruptcy.

Deposit relationship adjustment fees

The $6.2 million decrease in deposit relationship adjustment fees for the year ended December 31, 2022 compared to the year ended December 31, 2021 resulted from a make-whole fee paid to a single high-cost deposit customer to amend a long-term deposit contract as a part of Customers' initiative to lower its cost of funds in 2021.

Other non-interest expenses

The $1.0 million decrease in other non-interest expenses for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from decreases in provision for operating losses of $1.0 million, loan origination expenses associated with the latest round of PPP of $0.9 million, corporate sponsorships of $0.9 million and litigation settlement of $1.2 million in 2021. These decreases were offset in part by increases of $1.9 million in expenses primarily associated with our team members' return to office and business development and $0.9 million in provision for credit losses on lending-related unfunded commitments.

82

INCOME TAXES

The table below presents income tax expense from continuing operations and the effective tax rate for the years ended December 31, 2022 and 2021.

For the Years Ended December 31,
(dollars in thousands)20222021Change% Change
Income before income tax expense$291,297$441,208$(149,911)(34.0)%
Income tax expense63,26386,940(23,677)(27.2)%
Effective tax rate21.7%19.7%

The $23.7 million decrease in income tax expense for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from a decrease in pre-tax income from continuing operations. The increase in the effective tax rate for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily resulted from the recognition of uncertain tax positions in 2022, a decrease in tax credit benefits, recognition of a deferred tax asset related to the outside basis difference of foreign subsidiaries in 2021 and excess tax benefits from stock option exercises in 2021, partially offset by increases in death benefits from bank-owned life insurance policies in 2022. For the reconciliation of the effective tax rate and the statutory federal tax rate, refer to "NOTE 16 – INCOME TAXES" to Customers' audited financial statements.

NET LOSS FROM DISCONTINUED OPERATIONS

On January 4, 2021, Customers Bancorp completed the divestiture of BMT, the technology arm of its BankMobile segment, to MFAC Merger Sub Inc., an indirect wholly-owned subsidiary of MFAC, pursuant to an Agreement and Plan of Merger, dated August 6, 2020, by and among MFAC, MFAC Merger Sub Inc., BMT, Customers Bank, the sole stockholder of BMT, and Customers Bancorp, the parent bank holding company for Customers Bank (as amended on November 2, 2020 and December 8, 2020). In connection with the closing of the divestiture, MFAC changed its name to “BM Technologies, Inc.” Following the completion of the divestiture of BMT, BankMobile's serviced deposits and loans and the related net interest income have been combined with Customers' financial condition and the results of operations as a single reportable segment.

BMT's historical financial results for periods prior to the divestiture are reflected in Customers Bancorp’s consolidated financial statements as discontinued operations. BMT's operating results and associated cash flows have been presented as "Discontinued operations" within the accompanying audited financial statements and prior period amounts have been reclassified to conform with the current period presentation.

The table below presents the loss from discontinued operations, net of income taxes for the years ended December 31, 2022 and 2021.

For the Years Ended December 31,
(dollars in thousands)20222021Change% Change
Loss from discontinued operations before income tax expense (benefit)$$(20,354)$20,354(100.0)%
Income tax expense (benefit) from discontinued operations19,267(19,267)(100.0)%
Net loss from discontinued operations$$(39,621)$39,621(100.0)%

Customers had no loss from discontinued operations for the year ended December 31, 2022, compared to loss from discontinued operations of $20.4 million for the year ended December 31, 2021, which consisted of restricted stock awards in BM Technologies' common stock distributed to certain team members of BMT in the form of severance payments and compensation costs for the restricted stock units of Customers Bancorp previously granted to certain team members of BMT that vested upon completion of the divestiture on January 4, 2021.

Customers had no income tax expense from discontinued operations for the year ended December 31, 2022, compared to an income tax expense of $19.3 million for the year ended December 31, 2021, which resulted from the effect of the divestiture being treated as a taxable asset sale for tax purposes, offset in part by the reversal of a valuation allowance on certain state deferred tax assets which can be realized as a result of the gain from the divestiture and the tax benefits related to the restricted stock awards in BM Technologies' common stock and vesting of restricted stock units of Customers Bancorp to certain team members of BMT.

83

In connection with the divestiture, Customers entered into various agreements with BM Technologies, including a transition services agreement, software license agreement, deposit servicing agreement, non-competition agreement and loan agreement for periods ranging from one to ten years. Customers incurred expenses of $57.0 million and $59.5 million to BM Technologies under the deposit servicing agreement included in technology, communication and bank operations within the income from continuing operations during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, Customers held $1.1 billion and $1.8 billion of deposits serviced by BM Technologies, respectively. Customers currently expects that approximately half of these serviced deposits will leave Customers Bank by the earlier of BM Technologies' successful completion of the transfer of such deposits to a new sponsor bank or June 30, 2023. The deposit service agreement was scheduled to expire on December 31, 2022. On June 30, 2022, Customers provided a written notice to BM Technologies to terminate the deposit servicing agreement effective December 31, 2022. On November 7, 2022, Customers agreed to extend the deposit servicing agreement to the earlier of BM Technologies' successful completion of the transfer of the serviced deposits to a new sponsor bank or June 30, 2023. Customers and BM Technologies also agreed to remove Customers' obligation under the deposit servicing agreement to pay BM Technologies the interchange maintenance fee which is the difference between the Durbin-exempt and Durbin-recalculated interchange revenues. The other terms of the deposit servicing agreement remain in effect through the new termination date. Customers and BM Technologies are currently negotiating an extension of this agreement with respect to the serviced deposits expected to remain at Customers Bank after June 30, 2023. The loan agreement with BM Technologies was terminated early in November 2021. The transition services agreement with BM Technologies, as amended, expired on March 31, 2022. Customers entered into a special limited agency agreement with BM Technologies, whereby Customers originates consumer installment loans referred by BM Technologies for an initial period from April 20, 2022 to December 31, 2022, and renews annually unless terminated by either party. Refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements for additional information.

PREFERRED STOCK DIVIDENDS AND LOSS ON REDEMPTION OF PREFERRED STOCK

Preferred stock dividends were $9.6 million and $11.7 million for the years ended December 31, 2022 and 2021, respectively. On September 15, 2021, Customers redeemed all of the outstanding shares of Series C and Series D Preferred Stock for an aggregate payment of $82.5 million, at a redemption price of $25.00 per share. The redemption price paid in excess of the carrying value of Series C and Series D Preferred Stock of $2.8 million is included as a loss on redemption of preferred stock in the consolidated statement of income for the year ended December 31, 2021. After giving effect to the redemption, no shares of the Series C and Series D Preferred Stock remained outstanding. There were no changes to the amount of preferred stock outstanding during the year ended December 31, 2022. Refer to "NOTE 13 – SHAREHOLDERS' EQUITY" to Customers' audited financial statements for additional information.

On June 15, 2021, the Series E Preferred Stock became floating at three-month LIBOR plus 5.14%, compared to a fixed rate of 6.45%. On December 15, 2021, the Series F Preferred Stock became floating at three-month LIBOR plus 4.762%, compared to a fixed rate of 6.00%. Publication of overnight and one-, three-, six‑, and twelve-month USD LIBOR settings will be discontinued after June 30, 2023. Customers expects that the Series E and F Preferred Stock will pay dividends based on the three-month term SOFR plus spreads comparable to the current spreads after June 30, 2023.

Financial Condition

General

Customers' total assets were $20.9 billion at December 31, 2022. This represented a $1.3 billion increase from total assets of $19.6 billion at December 31, 2021. The increase in total assets was primarily driven by increases of $4.1 billion in loans and leases receivable, $840.3 million in investment securities held to maturity, $312.1 million in loans held for sale and a decrease in ACL of $6.9 million, partially offset by decreases of $961.0 million in loans receivable, mortgage warehouse, at fair value, $2.3 billion in loans receivable, PPP, $829.7 million in investment securities available for sale and $62.2 million in cash and cash equivalents.

Total liabilities were $19.5 billion at December 31, 2022. This represented a $1.3 billion increase from $18.2 billion at December 31, 2021. The increase in total liabilities primarily resulted from increases in total deposits of $1.4 billion and FHLB advances of $100.0 million, offset in part by decreases in other borrowings of $99.5 million and federal funds purchased of $75.0 million.

84

The following table sets forth certain key condensed balance sheet data as of December 31, 2022 and 2021:

December 31,
(dollars in thousands)20222021Change% Change
Cash and cash equivalents$455,806$518,032$(62,226)(12.0)%
Investment securities, at fair value2,987,5003,817,150(829,650)(21.7)%
Investment securities held to maturity840,259840,259NM
Loans held for sale328,31216,254312,058NM
Loans receivable, mortgage warehouse, at fair value1,323,3122,284,325(961,013)(42.1)%
Loans receivable, PPP998,1533,250,008(2,251,855)(69.3)%
Loans and leases receivable13,144,8949,018,2984,126,59645.8%
Allowance for credit losses on loans and leases(130,924)(137,804)6,880(5.0)%
Bank-owned life insurance338,441333,7054,7361.4%
Other assets400,135305,61194,52430.9%
Total assets20,896,11219,575,0281,321,0846.7%
Total deposits18,156,95316,777,9241,379,0298.2%
Federal funds purchased75,000(75,000)(100.0)%
FHLB advances800,000700,000100,00014.3%
Other borrowings123,580223,086(99,506)(44.6)%
Subordinated debt181,952181,6732790.2%
Accrued interest payable and other liabilities230,666251,128(20,462)(8.1)%
Total liabilities19,493,15118,208,8111,284,3407.1%
Total shareholders’ equity1,402,9611,366,21736,7442.7%
Total liabilities and shareholders’ equity$20,896,112$19,575,028$1,321,0846.7%

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks and interest-earning deposits. Cash and due from banks consists mainly of vault cash and cash items in the process of collection. Cash and due from banks were $58.0 million and $35.2 million at December 31, 2022 and 2021, respectively. Cash and cash due from banks balances vary from day to day, primarily due to variations in customers’ deposit activities with the Bank.

Interest-earning deposits consist of cash deposited at other banks, primarily the FRB. Interest-earning deposits were $397.8 million and $482.8 million at December 31, 2022 and 2021, respectively. The balance of interest-earning deposits varies from day to day, depending on several factors, such as fluctuations in customers’ deposits with Customers, payment of checks drawn on customers’ accounts and strategic investment decisions made to maximize Customers' net interest income, while effectively managing interest-rate risk and liquidity. The decrease in interest-earning deposits since December 31, 2021 primarily resulted from managing liquidity as excess funds from the forgiveness of PPP loans and recent deposits were deployed into higher interest-earning assets.

Investment securities, at fair value

The investment securities portfolio is an important source of interest income and liquidity. It consists primarily of mortgage-backed securities and collateralized mortgage obligations guaranteed by agencies of the United States government, asset-backed securities, collateralized loan obligations, commercial mortgage-backed securities, private label collateralized mortgage obligations, corporate notes and certain equity securities. In addition to generating revenue, the investment portfolio is maintained to manage interest-rate risk, provide liquidity, serve as collateral for other borrowings, and diversify the credit risk of interest-earning assets. The portfolio is structured to optimize net interest income given the changes in the economic environment, liquidity position and balance sheet mix.

85

At December 31, 2022, investment securities at fair value totaled $3.0 billion compared to $3.8 billion at December 31, 2021. The decrease primarily resulted from the sale of $983.6 million of asset-backed securities, agency-guaranteed collateralized mortgage obligations, collateralized loan obligations, commercial mortgage-backed securities, private label collateralized mortgage obligations and corporate notes, the transfer of certain agency-guaranteed mortgage-backed securities and collateralized mortgage obligations and private label collateralized mortgage obligations totaling $500.2 million to investment securities held to maturity, maturities, calls and principal repayments totaling $464.1 million and a decline in the fair value of AFS debt securities, or unrealized losses of $236.8 million due to changes in market interest rates, partially offset by the purchases of asset-backed securities, collateralized loan obligations, agency-guaranteed collateralized mortgage obligations, private label collateralized mortgage obligations and corporate notes totaling $1.4 billion for the year ended December 31, 2022.

For financial reporting purposes, AFS debt securities are carried at fair value. Unrealized gains and losses on AFS debt securities, other than credit losses, are included in other comprehensive income (loss) and reported as a separate component of shareholders’ equity, net of the related tax effect. Changes in the fair value of equity securities with a readily determinable fair value and securities reported at fair value based on a fair value option election are recorded in non-interest income in the period in which they occur. Customers recorded a provision for credit losses of $0.6 million on certain asset-backed securities included in our investment securities at fair value during the year ended December 31, 2022. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information.

The following table sets forth information about the maturities and weighted-average yield of the AFS debt securities portfolio. The weighted-average yield is computed based on a constant effective interest rate over the contractual life of each security adjusted for prepayment estimates, and considers the contractual coupon, amortization of premiums and accretion of discounts. Yields are not reported on a tax-equivalent basis. Yields exclude the impact of related hedging derivatives.

December 31, 2022
Within one yearAfter one but within five yearsAfter five but within ten yearsNo specific maturityTotal
Asset-backed securities%%%3.52%3.52%
Agency-guaranteed residential collateralized mortgage obligations2.402.40
Collateralized loan obligations6.096.09
Commercial mortgage-backed securities5.735.73
Corporate notes7.626.764.776.40
Private label collateralized mortgage obligations2.992.99
Weighted-average yield7.62%6.76%4.77%4.27%4.71%

The agency-guaranteed collateralized mortgage obligations in the portfolio were issued by Ginnie Mae and contain guarantees for the collection of principal and interest on the underlying mortgages.

Investment securities held to maturity

In June 2022, Customers transferred $500.2 million in net carrying value of certain debt securities from available for sale to held to maturity as part of Customers' ongoing asset liability management primarily to mitigate the impact of rising interest rates on the long duration component of the investment portfolio. At the time of transfer to held to maturity, these debt securities had unrealized losses of $50.0 million which, along with the unrealized loss in accumulated other comprehensive income, will be amortized over the remaining terms of the securities as an adjustment to yield (interest income) using the effective interest method, resulting in no impact to earnings.

On September 30, 2022, Customers sold $521.8 million of consumer installment loans inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE. As part of these sales, Customers recognized a loss on sale of $23.5 million in loss on sale of consumer installment loans within non-interest income in the consolidated statement of income for the year ended December 31, 2022. Customers provided financing to the purchaser for a portion of the sale price in the form of $400.0 million of asset-backed securities collateralized by the sold loans. Customers accounts for its investment in these asset-backed securities as HTM debt securities on the consolidated balance sheet.

At December 31, 2022, investment securities held to maturity totaled $840.3 million from the transfer of $500.2 million in AFS debt securities, primarily agency-guaranteed mortgage-backed securities and collateralized mortgage obligations and private label collateralized mortgage obligations and $400.0 million of asset-backed securities investment in a VIE in connection with the sale of consumer installment loans, partially offset by maturities, calls and principal repayments totaling $59.5 million for the year ended December 31, 2022. There were no investment securities classified as HTM as of December 31, 2021.

86

The following table sets forth information about the maturities and weighted-average yield of the investment securities held to maturity. The weighted-average yield is computed based on a constant effective interest rate over the contractual life of each security adjusted for prepayment estimates, and considers the contractual coupon, amortization of premiums, accretion of discounts and amortization of unrealized losses upon transfer from investment securities available for sale to held to maturity, along with the unrealized loss in accumulated other comprehensive income. Yields are not reported on a tax-equivalent basis.

December 31, 2022
Within one yearAfter one but within five yearsAfter five but within ten yearsNo specific maturityTotal
Asset-backed securities%%%5.50%5.50%
Agency-guaranteed residential mortgage-backed securities1.081.08
Agency-guaranteed commercial mortgage-backed securities1.771.77
Agency-guaranteed residential collateralized mortgage obligations1.891.89
Agency-guaranteed commercial collateralized mortgage obligations2.152.15
Private label collateralized mortgage obligations2.362.36
Weighted-average yield%%%3.48%3.48%

The agency-guaranteed mortgage-backed securities and collateralized mortgage obligations in the portfolio were issued by Fannie Mae, Freddie Mac and Ginnie Mae, and contain guarantees for the collection of principal and interest on the underlying mortgages. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information.

LOANS AND LEASES

Existing lending relationships are primarily with small and middle market businesses and individual consumers primarily in Southeastern Pennsylvania (Bucks, Berks, Chester, Philadelphia and Delaware Counties); Harrisburg, Pennsylvania (Dauphin County); Rye Brook, New York (Westchester County); Hamilton, New Jersey (Mercer County); Boston, Massachusetts; Providence, Rhode Island; Portsmouth, New Hampshire (Rockingham County); Manhattan and Melville, New York; Washington, D.C.; Chicago, Illinois; Dallas, Texas; Orlando and Jacksonville, Florida; Wilmington, North Carolina; and nationally for certain loan and deposit products. The portfolio of loans to mortgage companies is nationwide. The loan portfolio consists primarily of loans to support mortgage companies’ funding needs, multifamily, commercial real estate and commercial and industrial loans. Customers continues to focus on small and middle market business loans to grow its commercial lending efforts, particularly its commercial and industrial loan and lease portfolio and its specialty lending business. Customers also focuses its lending efforts on local-market mortgage and home equity lending and the origination and purchase of unsecured consumer loans (installment loans), including personal, student loan refinancing, home improvement and medical loans through arrangements with fintech companies and other market place lenders nationwide.

Commercial Lending

Customers' commercial lending is divided into six groups: Business Banking, Small and Middle Market Business Banking, Specialty Banking, Multifamily and Commercial Real Estate Lending, Mortgage Banking Lending, and SBA Lending. This grouping is designed to allow for greater resource deployment, higher standards of risk management, strong asset quality, lower interest-rate risk and higher productivity levels.

As of December 31, 2022, Customers had $13.5 billion in commercial loans outstanding, totaling approximately 85.8% of its total loan and lease portfolio, which includes loans held for sale, loans receivable, mortgage warehouse, at fair value and PPP loans, compared to commercial loans outstanding of $12.4 billion, comprising approximately 85.3% of its total loan and lease portfolio, at December 31, 2021. Included in the $13.5 billion and $12.4 billion in commercial loans outstanding as of December 31, 2022 and 2021, respectively, were $1.0 billion and $3.3 billion of PPP loans, respectively. The PPP loans are fully guaranteed by the SBA, provided that the SBA's eligibility criteria are met and earn a fixed interest rate of 1.00%.

The commercial lending group focuses primarily on companies with annual revenues ranging from $1 million to $100 million, which typically have credit requirements between $0.5 million and $10 million. The small and middle market business banking platform originates loans, including SBA loans, through the branch network sales force and a team of dedicated relationship managers. The support administration of this platform is centralized including technology, risk management, product management, marketing, performance tracking and overall strategy. Credit and sales training has been established for Customers' sales force, ensuring that it has small business experts in place providing appropriate financial solutions to the small business owners in its communities. The division approach focuses on industries that offer high asset quality and are deposit rich to drive profitability. Customers' SBA Lending includes digital small balance 7(a) lending.

87

Customers' Specialty Banking includes lending to mortgage companies, equipment finance, warehouse lending, healthcare lending, real estate specialty finance, fund finance, technology and venture capital banking and financial institutions group. Customers added three new verticals within its Specialty Banking, which included capital call lines, technology and venture capital banking and financial institutions group in 2021 to further build its franchise and support the growth of its commercial lending. Customers' fund finance provides secured and variable rate financing to private debt funds and private equity funds and cash management services to the alternative investment industry. Customers' lender finance vertical within fund finance provides variable rate loans secured by diverse collateral pools to private debt funds. Customers' capital call lines vertical within fund finance provides variable rate loans secured by collateral pools and limited partnership commitments from institutional investors in private equity funds. Customers' technology and venture capital banking provides loans to businesses with mission critical software products, recurring software revenues and funded by well-known venture capital firms.

Customers' lending to mortgage companies primarily provides financing to mortgage bankers for residential mortgage originations from loan closing until sale in the secondary market. The underlying residential loans are taken as collateral for Customers' commercial loans to the mortgage companies. As of December 31, 2022 and 2021, commercial loans to mortgage companies totaled $1.3 billion and $2.3 billion, respectively, and are reported as loans receivable, mortgage warehouse, at fair value on the consolidated balance sheet.

The Equipment Finance Group goes to market through the following origination platforms: vendors, intermediaries, direct and capital markets. The Equipment Finance Group is primarily focused on serving the following segments: transportation, construction (includes crane and utility), marine, franchise, general manufacturing (includes machine tool), helicopter/fixed wing, solar, packaging, plastics and food processing. As of December 31, 2022 and 2021, Customers had $560.3 million and $378.7 million, respectively, of equipment finance loans outstanding. As of December 31, 2022 and 2021, Customers had $157.4 million and $146.5 million of equipment finance leases outstanding, respectively. As of December 31, 2022 and 2021, Customers had $197.3 million and $117.4 million, respectively, of operating leases entered into under this program, net of accumulated depreciation of $52.6 million and $40.7 million, respectively.

Customers had been deemphasizing its multifamily loan portfolio, and investing in high credit quality higher-yielding commercial and industrial loans with the multifamily run-off. Customers began to grow the multifamily loan portfolio in late 2021. Customers' multifamily lending group is focused on retaining a portfolio of high-quality multifamily loans within Customers' covered markets. These lending activities primarily target the refinancing of loans with other banks using conservative underwriting standards and provide purchase money for new acquisitions by borrowers. The primary collateral for these loans is a first lien mortgage on the multifamily property, plus an assignment of all leases related to such property. As of December 31, 2022, Customers had multifamily loans of $2.2 billion outstanding, comprising approximately 14.0% of the total loan and lease portfolio, compared to $1.5 billion, or approximately 10.2% of the total loan and lease portfolio, at December 31, 2021.

Customers, directly or through fintech partnerships and acquisitions, had $1.0 billion and $3.3 billion of PPP loans outstanding as of December 31, 2022 and 2021, respectively, which are fully guaranteed by the SBA, provided that the SBA's eligibility criteria are met and earn a fixed interest rate of 1.00%. The average loan size of the PPP portfolio from the first two rounds is approximately $50 thousand and approximately $20 thousand from the latest round.

Consumer Lending

Customers provides unsecured consumer installment loans, residential mortgage and home equity loans to customers nationwide primarily through relationships with fintech companies. The installment loan portfolio consists largely of originated and purchased personal, student loan refinancing, home improvement and medical loans. None of the loans held for investment are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660. Customers has been selective in the consumer loans it has been purchasing. Home equity lending is offered to solidify customer relationships and grow relationship revenues in the long term. This lending is important in Customers' efforts to grow total relationship revenues for its consumer households. As of December 31, 2022, Customers had $2.2 billion in consumer loans outstanding (including consumer loans held for investment and held for sale), or 14.2% of the total loan and lease portfolio, compared to $2.1 billion, or 14.7% of the total loan and lease portfolio, as of December 31, 2021.

88

Purchases and sales of loans were as follows for the years ended December 31, 2022, 2021 and 2020:

For the Years Ended December 31,
(amounts in thousands)202220212020
Purchases (1)
Other commercial and industrial$2,975$$
Loans receivable, PPP1,536,213
Residential real estate207,25192,939495
Personal installment (2)123,785178,970108,226
Other installment (2)149,96999,100161,458
Total$483,980$1,907,222$270,179
Sales (3)
Specialty lending$2,200$$
Other commercial and industrial (4)22,88047,1426,940
Multifamily2,87936,900
Commercial real estate owner occupied (4)8,96019,420
Commercial real estate non-owner occupied18,36617,600
Residential real estate63,932
Personal installment (5)500,001212,255
Other installment1,822
Total$536,920$398,015$26,362

(1)Amounts reported represent the unpaid principal balance at time of purchase. The purchase price was 99.1%, 100.8% and 100.3% of the loans' unpaid principal balance during the years ended December 31, 2022, 2021 and 2020, respectively.

(2)Installment loan purchases for the years ended December 31, 2022, 2021 and 2020 consist of third-party originated unsecured consumer loans. None of the loans held for investment are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660.

(3)For the years ended December 31, 2022, 2021 and 2020, loan sales resulted in net losses of $20.3 million and net gains of $12.9 million and $2.0 million, respectively, included in gain (loss) on sale of SBA and other loans and loss on sale of consumer installment loans (refer to (5) below) in the consolidated statements of income.

(4)Primarily sales of SBA loans.

(5)During the year ended December 31, 2022, Customers sold $521.8 million of consumer installment loans, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE. Customers provided financing to the purchaser for a portion of the sales price in the form of $400.0 million of asset-backed securities. $100.7 million of the remaining sales proceeds were paid in cash. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information.

Loans Held for Sale

The composition of loans held for sale as of December 31, 2022 and 2021 was as follows:

December 31,
(amounts in thousands)20222021
Commercial loans:
Multifamily loans, at lower of cost or fair value$4,079$
Total commercial loans held for sale4,079
Consumer loans:
Home equity conversion mortgages, at lower of cost or fair value507507
Residential mortgage loans, at fair value32215,747
Personal installment loans, at lower of cost or fair value133,801
Other installment loans, at lower of cost or fair value189,603
Total consumer loans held for sale324,23316,254
Loans held for sale$328,312$16,254

At December 31, 2022, loans held for sale totaled $328.3 million, or 2.1% of the total loan and lease portfolio, and $16.3 million, or 0.1% of the total loan and lease portfolio, at December 31, 2021.

89

During the year ended December 31, 2022, Customers purchased $200.0 million of a pool of medical loans included in other installment loans and originated $127.9 million of personal installment loans, which are classified as consumer installment loans held for sale and stated at lower of cost or fair value as Customers intends to sell the loans.

Loans held for sale are carried on the consolidated balance sheet at either fair value (due to the election of the fair value option) or at the lower of cost or fair value. An ACL is not recorded on loans that are classified as held for sale.

Total Loans and Leases Receivable

The composition of total loans and leases receivable (excluding loans held for sale) was as follows:

December 31,
(amounts in thousands)20222021
Loans receivable, mortgage warehouse, at fair value$1,323,312$2,284,325
Loans receivable, PPP998,1533,250,008
Loans and leases receivable:
Commercial:
Commercial and industrial:
Specialty lending (1)5,412,8872,403,991
Other commercial and industrial1,259,9431,020,792
Multifamily2,213,0191,486,308
Commercial real estate owner occupied885,339654,922
Commercial real estate non-owner occupied1,290,7301,121,238
Construction162,009198,981
Total commercial loans and leases receivable11,223,9276,886,232
Consumer:
Residential real estate497,952334,730
Manufactured housing45,07652,861
Installment:
Personal964,6411,392,862
Other413,298351,613
Total consumer loans receivable1,920,9672,132,066
Loans and leases receivable13,144,8949,018,298
Allowance for credit losses on loans and leases(130,924)(137,804)
Total loans and leases receivable, net of allowance for credit losses on loans and leases (2)$15,335,435$14,414,827

(1)Includes direct finance leases of $157.4 million and $146.5 million at December 31, 2022 and 2021, respectively.

(2)Includes deferred (fees) costs and unamortized (discounts) premiums, net of $(21.5) million and $(52.0) million at December 31, 2022 and 2021, respectively.

Loans receivable, mortgage warehouse, at fair value

The mortgage warehouse product line primarily provides financing to mortgage companies nationwide from the time of origination of the underlying mortgage loans until the mortgage loans are sold into the secondary market. As a mortgage warehouse lender, Customers provides a form of financing to mortgage bankers by purchasing for resale the underlying residential mortgages on a short-term basis under a master repurchase agreement. These loans are reported as loans receivable, mortgage warehouse, at fair value on the consolidated balance sheets. Because these loans are reported at their fair value, they do not have an ACL and are therefore excluded from ACL-related disclosures. At December 31, 2022, all of Customers' commercial mortgage warehouse loans were current in terms of payment.

Customers is subject to the risks associated with such lending, including, but not limited to, the risks of fraud, bankruptcy and default of the mortgage banker or of the underlying residential borrower, any of which could result in credit losses. Customers' mortgage warehouse lending team members monitor these mortgage originators by obtaining financial and other relevant information to reduce these risks during the lending period. Loans receivable, mortgage warehouse, at fair value totaled $1.3 billion and $2.3 billion at December 31, 2022 and 2021, respectively.

90

On June 30, 2022, one of Customers’ commercial mortgage warehouse borrowers filed for chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware. As of December 31, 2022, Customers had an outstanding loan balance with the borrower of $6.0 million in an unsecured working capital loan that was fully guaranteed by an affiliate of the primary shareholder of the borrower. Customers' loan to the borrower subject to a master repurchase agreement secured by first lien residential mortgages was fully repaid during the year ended December 31, 2022.

Loans receivable, PPP

Customers had $1.0 billion and $3.3 billion of PPP loans outstanding as of December 31, 2022 and 2021, respectively, which are fully guaranteed by the SBA, provided that the SBA's eligibility criteria are met and earn a fixed interest rate of 1.00%. Customers recognized interest income, including origination fees, of $79.4 million and $279.2 million for the years ended December 31, 2022 and 2021, respectively. PPP loans include an embedded credit enhancement from the SBA, which guarantees 100% of the principal and interest owed by the borrower provided that the SBA's eligibility criteria are met. As a result, the eligible PPP loans do not have an ACL and are therefore excluded from ACL-related disclosures.

During the year ended December 31, 2022, $11.0 million of commercial and industrial loans originated under the PPP were subsequently determined to be ineligible for SBA forgiveness and guarantee. These loans were ultimately deemed uncollectible and charged off during the year ended December 31, 2022.

Loans and leases receivable

Loans and leases receivable (excluding loans held for sale, loans receivable, mortgage warehouse, at fair value, and loans receivable, PPP), net of the ACL, increased by $4.1 billion to $13.0 billion at December 31, 2022, from $8.9 billion at December 31, 2021. The increase in loans and leases receivable, net of the ACL, was attributable to $6.9 million decrease in ACL, as further described below, and higher balances in the specialty lending and other commercial and industrial, multifamily, owner occupied commercial real estate, non-owner occupied commercial real estate and residential real estate loan portfolios, with each portfolio increasing by $3.0 billion, $239.2 million, $726.7 million, $230.4 million, $169.5 million and $163.2 million, respectively, from December 31, 2021. These increases were partially offset by a reduction in the consumer installment portfolio of $366.5 million from December 31, 2021. The overall loans and leases receivable fluctuations were the result of Customers' strategic efforts to redeploy the funds from PPP loan forgiveness into commercial and industrial loans and leases, including secured and variable rate loans within specialty lending, multifamily loans and residential mortgages. Customers reduced its installment loan portfolio through the sale of $521.8 million in consumer installment loans, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information on the sale of the consumer installment loans.

The following table presents Customers' loans receivable (excluding loans held for sale, loans receivable, at fair value, and loans receivable, PPP) as of December 31, 2022 based on the remaining term to contractual maturity:

(amounts in thousands)Within one yearAfter one but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
Commercial loans:
Commercial and industrial, including specialty lending$1,118,577$4,214,219$1,267,039$72,995$6,672,830
Multifamily69,356325,4441,818,2192,213,019
Commercial real estate owner occupied149,875402,708237,86194,895885,339
Commercial real estate non-owner occupied173,947801,940314,8431,290,730
Construction12,51681,00168,492162,009
Total commercial loans$1,524,271$5,825,312$3,706,454$167,890$11,223,927
Consumer loans:
Residential real estate$7,835$1,120$8,663$480,334$497,952
Manufactured housing1443,75031,2359,94745,076
Installment18,982986,668283,82788,4621,377,939
Total consumer loans$26,961$991,538$323,725$578,743$1,920,967

91

The following table presents the distribution of those loans that mature in more than one year between predetermined rates and floating or adjustable rates as of December 31, 2022:

(amounts in thousands)Predetermined ratesFloating or adjustable ratesTotal
Commercial loans:
Commercial and industrial, including specialty lending$953,624$4,600,629$5,554,253
Multifamily309,3541,834,3092,143,663
Commercial real estate owner occupied143,242592,222735,464
Commercial real estate non-owner occupied539,889576,8941,116,783
Construction12,900136,593149,493
Total commercial loans$1,959,009$7,740,647$9,699,656
Consumer loans:
Residential real estate$413,882$76,235$490,117
Manufactured housing44,93244,932
Installment1,358,906511,358,957
Total consumer loans$1,817,720$76,286$1,894,006

Credit Risk

Customers manages credit risk by maintaining diversification in its loan and lease portfolio, establishing and enforcing prudent underwriting standards and collection efforts, and continuous and periodic loan and lease classification reviews. Management also considers the effect of credit risk on financial performance by reviewing quarterly and maintaining an adequate ACL. Credit losses are charged-off when they are identified, and provisions are added for current expected credit losses, to the ACL at least quarterly. The ACL is estimated at least quarterly.

The provision for credit losses on loans and leases was $59.5 million and $27.4 million for the years ended December 31, 2022 and 2021, respectively. The ACL maintained for loans and leases receivable (excluding loans held for sale and loans receivable, mortgage warehouse, at fair value) was $130.9 million, or 0.93% of loans and leases receivable and 1.00% of loans and leases receivable, excluding PPP loans (a non-GAAP measure), at December 31, 2022, and $137.8 million, or 1.12% of loans and leases receivable and 1.53% of loans and leases receivable, excluding PPP loans (a non-GAAP measure), at December 31, 2021. Excluding loans receivable, PPP from total loans and leases receivable is a non-GAAP measure. Management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedule below.

The decrease in the ACL resulted primarily from lower ACL for the consumer installment loan portfolio from the sale of $521.8 million, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE, offset in part by the increase in ACL due to loan growth and deteriorating macroeconomic forecasts. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information on the sale of consumer installment loans. Net charge-offs were $66.4 million for the year ended December 31, 2022, an increase of $32.6 million compared to $33.8 million for the year ended December 31, 2021. The increase in net charge-offs was primarily due to $11.0 million in commercial and industrial loans originated under the PPP that were subsequently determined to be ineligible for SBA forgiveness and guarantee and ultimately deemed uncollectible, a partial charge-off of $7.9 million for a performing non-owner occupied commercial real estate loan that Customers decided to exit, and higher charge-offs for consumer installment loans and overdrawn deposit accounts. Installment charge-offs were attributable to unsecured consumer loans originated and purchased through arrangements with fintech companies and other market place lenders, which increased for the year ended December 31, 2022 compared to the same period in 2021 consistent with the loan growth. Refer to the table of changes in Customers' ACL for net-charge offs to average loans by loan type for the periods indicated.

92

A reconciliation of the coverage of ACL for loans and leases held for investment to the ACL for loans and leases held for investment, excluding PPP loans as of December 31, 2022 and 2021 is set forth below.

December 31,
(dollars in thousands)20222021
Loans and leases receivable (GAAP)$14,143,047$12,268,306
Less: Loans receivable, PPP998,1533,250,008
Loans and leases held for investment, excluding PPP (Non-GAAP)$13,144,894$9,018,298
ACL for loans and leases (GAAP)$130,924$137,804
Coverage of ACL for loans and leases held for investment (GAAP)0.93%1.12%
Coverage of ACL for loans and leases held for investment, excluding PPP (Non-GAAP)1.00%1.53%

The table below presents changes in Customers' ACL for the periods indicated.

(dollars in thousands)Commercial and industrial (2)MultifamilyCommercial real estate owner occupiedCommercial real estate non-owner occupiedConstructionResidential real estateManufactured housingInstallmentTotal
Ending Balance, December 31, 2019$15,556$6,157$2,235$6,243$1,262$3,218$1,060$20,648$56,379
Cumulative effect of change in accounting principle7592,1715,7737,918(98)1,5183,80257,98679,829
Charge-offs (1)(3,158)(78)(25,779)(60)(32,661)(61,736)
Recoveries (1)3,019281,293128862,3766,930
Provision (benefit) for credit losses on loans and leases(3,937)4,2921,55429,7774,579(785)32826,96662,774
Ending Balance, December 31, 2020$12,239$12,620$9,512$19,452$5,871$3,977$5,190$75,315$144,176
Charge-offs (1)(1,550)(1,132)(749)(944)(130)(35,876)(40,381)
Recoveries (1)1,10250084125544,7186,583
Provision (benefit) for credit losses on loans and leases911(7,011)(6,050)(12,382)(5,304)(1,518)(912)59,69227,426
Ending Balance, December 31, 2021$12,702$4,477$3,213$6,210$692$2,383$4,278$103,849$137,804
Charge-offs (1)(3)(16,248)(1,990)(6,075)(17)(52,866)(77,196)
Recoveries (1)1,18233751121236648,83710,828
Provision (benefit) for credit losses on loans and leases19,94611,7173,19010,9639853,6641528,87159,488
Ending Balance, December 31, 2022$17,582$14,541$6,454$11,219$1,913$6,094$4,430$68,691$130,924
Net Charge-offs to Average Loans and Leases
2020(0.01)%%(0.01)%(1.98)%0.10%0.01%%(2.40)%(0.75)%
2021(0.02)%(0.08)%(0.04)%(0.07)%0.07%(0.03)%%(2.08)%(0.44)%
2022(0.29)%(0.08)%0.01%(0.50)%0.14%0.01%%(2.48)%(0.58)%

(1)    Charge-offs and recoveries on PCD loans that are accounted for in pools are recognized on a net basis when the pool matures.

(2)    Includes specialty lending.

(3)    Charge-offs for the year ended December 31, 2022 included $11.0 million of commercial and industrial loans originated under the PPP that were subsequently determined to be ineligible for SBA forgiveness and guarantee and ultimately deemed uncollectible.

93

The ACL is based on a quarterly evaluation of the loan and lease portfolio and is maintained at a level that management considers adequate to absorb expected losses as of the balance sheet date. All commercial loans, with the exception of PPP loans and commercial mortgage warehouse loans, which are reported at fair value, are assigned internal credit-risk ratings, based upon an assessment of the borrower, the structure of the transaction and the available collateral and/or guarantees. All loans and leases are monitored regularly by the responsible officer, and the risk ratings are adjusted when considered appropriate. The risk assessment allows management to identify problem loans and leases timely. Management considers a variety of factors and recognizes the inherent risk of loss that always exists in the lending process. Management uses a disciplined methodology to estimate an appropriate level of ACL. Refer to Critical Accounting Policies and Estimates herein and "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" to Customers' audited financial statements for Customers' adoption of CECL and management's methodology for estimating the ACL.

Approximately 43% of Customers’ commercial real estate, commercial and residential construction, consumer residential and commercial and industrial loan types have real estate as collateral (collectively, “the real estate portfolio”), primarily in the form of a first lien position. Current appraisals providing current value estimates of the property are received when Customers' credit group determines that the facts and circumstances have significantly changed since the date of the last appraisal, including that real estate values have deteriorated. The credit committee and loan officers review loans that are 15 or more days delinquent and all non-accrual loans on a periodic basis. In addition, loans where the loan officers have identified a “borrower of interest” are discussed to determine if additional analysis is necessary to apply the risk-rating criteria properly. The risk ratings for the real estate loan portfolio are determined based upon the current information available, including but not limited to discussions with the borrower, updated financial information, economic conditions within the geographic area and other factors that may affect the cash flow of the loan. If a loan is individually evaluated for impairment, the collateral value or discounted cash flow analysis is generally used to determine the estimated fair value of the underlying collateral, net of estimated selling costs, and compared to the outstanding loan balance to determine the amount of reserve necessary, if any. Appraisals used in this evaluation process are typically less than two years aged. For loans where real estate is not the primary source of collateral, updated financial information is obtained, including accounts receivable and inventory aging reports and relevant supplemental financial data to estimate the fair value of the loan, net of estimated selling costs, and compared to the outstanding loan balance to estimate the required reserve.

These impairment measurements are inherently subjective as they require material estimates, including, among others, estimates of property values in appraisals, the amounts and timing of expected future cash flows on individual loans, and general considerations for historical loss experience, economic conditions, uncertainties in estimating losses and inherent risks in the various credit portfolios, all of which require judgment and may be susceptible to significant change over time and as a result of changing economic conditions or other factors. Pursuant to ASC 326, individually assessed loans, consisting primarily of non-accrual and restructured loans, are considered in the methodology for determining the ACL. Individually assessed loans are generally evaluated based on the expected future cash flows or the fair value of the underlying collateral if principal repayment is expected to substantially come from the operation of the collateral or fair value of the collateral less estimated costs to sell if repayment of the loan is expected to be provided from the sale of such collateral. Shortfalls in the underlying collateral value for loans or leases determined to be collateral dependent are charged off immediately. Subsequent to an appraisal or other fair value estimate, management will assess whether there was a further decline in the value of the collateral based on changes in market conditions or property use that would require additional impairment to be recorded to reflect the particular situation, thereby increasing the ACL on loans and leases.

94

The following table shows the ACL by various portfolios as of December 31, 2022 and 2021:

December 31,
20222021
(dollars in thousands)ACLPercent of loans in each category to loans and leases receivableACLPercent of loans in each category to loans and leases receivable
Commercial and industrial, including specialty lending$17,58250.8%$12,70238.0%
Multifamily14,54116.9%4,47716.5%
Commercial real estate owner occupied6,4546.7%3,2137.3%
Commercial real estate non-owner occupied11,2199.8%6,21012.4%
Construction1,9131.2%6922.2%
Total commercial loans and leases51,70985.4%27,29476.4%
Residential real estate6,0943.8%2,3833.7%
Manufactured housing4,4300.3%4,2780.6%
Installment68,69110.5%103,84919.3%
Total consumer loans79,21514.6%110,51023.6%
Loans and leases receivable$130,924100.0%$137,804100.0%

Asset Quality

Customers segments the loan and lease receivables by product or other characteristic generally defining a shared characteristic with other loans or leases in the same group. Charge-offs from originated and acquired loans and leases are absorbed by the ACL. The schedule that follows includes both loans held for sale and loans held for investment.

Asset Quality at December 31, 2022

(dollars in thousands)Total Loans and LeasesCurrent30-89 Days Past Due90 Days or More Past Due and AccruingNon-accrual/NPL (a)OREO and Repossessed Assets (b)NPA (a)+(b)NPL to Loan and Lease Type (%)NPA to Loans and Leases + OREO and Repossessed Assets (%)
Loan and Lease Type
Commercial and industrial, including specialty lending$6,672,830$6,666,539$3,584$946$1,761$$1,7610.03%0.03%
Multifamily2,213,0192,195,97515,9011,1431,1430.05%0.05%
Commercial real estate owner occupied885,339877,3985,1732,7682,7680.31%0.31%
Commercial real estate non-owner occupied1,290,7301,288,5942,136%%
Construction162,009162,009%%
Total commercial loans and leases receivable11,223,92711,190,51526,7949465,6725,6720.05%0.05%
Residential497,952486,0464,9846,922356,9571.39%1.40%
Manufactured housing45,07640,2911,4389372,410112,4215.35%5.37%
Installment1,377,9391,349,22419,1889,5279,5270.69%0.69%
Total consumer loans receivable1,920,9671,875,56125,61093718,8594618,9050.98%0.98%
Loans and leases receivable (1)13,144,89413,066,07652,4041,88324,5314624,5770.19%0.19%
Loans receivable, PPP (2)998,153998,153%%
Loans receivable, mortgage warehouse, at fair value1,323,3121,323,312%%
Total loans held for sale328,312319,0173,0896,2066,2061.89%1.89%
Total portfolio$15,794,671$15,706,558$55,493$1,883$30,737$46$30,7830.19%0.19%

95

Asset Quality at December 31, 2022 (continued)

(dollars in thousands)Total Loans and LeasesNon-accrual/NPLACLReserves to Loans and Leases (%)Reserves to NPLs (%)
Loan and Lease Type
Commercial and industrial, including specialty lending$6,672,830$1,761$17,5820.26%998.41%
Multifamily2,213,0191,14314,5410.66%1272.18%
Commercial real estate owner occupied885,3392,7686,4540.73%233.16%
Commercial real estate non-owner occupied1,290,73011,2190.87%%
Construction162,0091,9131.18%%
Total commercial loans and leases receivable11,223,9275,67251,7090.46%911.65%
Residential497,9526,9226,0941.22%88.04%
Manufactured housing45,0762,4104,4309.83%183.82%
Installment1,377,9399,52768,6914.99%721.01%
Total consumer loans receivable1,920,96718,85979,2154.12%420.04%
Loans and leases receivable (1)13,144,89424,531130,9241.00%533.71%
Loans receivable, PPP (2)998,153%%
Loans receivable, mortgage warehouse, at fair value1,323,312%%
Total loans held for sale328,3126,206%%
Total portfolio$15,794,671$30,737$130,9240.83%425.95%

(1)Excluding loans receivable, PPP from total loans and leases receivable is a non-GAAP measure. Management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedules that follow this table.

(2)The tables exclude PPP loans of $1.0 billion, of which $0.6 million were 30-59 days past due and $36.0 million were 60 days or more past due as of December 31, 2022, and PPP loans of $3.3 billion, of which $6.3 million were 30-59 days past due and $21.8 million were 60 days or more past due as of December 31, 2021. Claims for guarantee payments are submitted to the SBA for eligible PPP loans more than 60 days past due.

Customers’ asset quality table contains non-GAAP financial measures which exclude loans receivable, PPP from its calculations. Management uses these non-GAAP measures to compare the current period presentation to historical periods in prior filings. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities.

A reconciliation of total loans and leases portfolio, excluding loans receivable, PPP and other related amounts, at December 31, 2022, is set forth below.

(dollars in thousands)Total Loans and LeasesCurrent30-89 Days Past Due90 Days or More Past Due and AccruingNon-accrual/NPL (a)OREO and Repossessed Assets (b)NPA (a)+(b)NPL to Loan and Lease Type (%)NPA to Loans and Leases + OREO and Repossessed Assets (%)
Total loans and leases portfolio (GAAP)$15,794,671$15,706,558$55,493$1,883$30,737$46$30,7830.19%0.19%
Less: Loans receivable, PPP (1)998,153998,153%%
Total loans and leases portfolio, excluding loans receivable, PPP (Non-GAAP)14,796,51814,708,40555,4931,88330,7374630,7830.21%0.21%
Less: Loans held for sale328,312319,0173,0896,2066,2061.89%1.89%
Less: Loans receivable, mortgage warehouse, at fair value1,323,3121,323,312%%
Loans and leases receivable, excluding loans receivable, PPP (Non-GAAP)$13,144,894$13,066,076$52,404$1,883$24,531$46$24,5770.19%0.19%

96

(dollars in thousands)Total Loans and LeasesNon-accrual / NPLACLReserves to Loans and Leases (%)Reserves to NPLs (%)
Total loans and leases portfolio (GAAP)$15,794,671$30,737$130,9240.83%425.95%
Less: Loans receivable, PPP (1)998,153%%
Total loans and leases portfolio, excluding loans receivable, PPP (Non-GAAP)14,796,51830,737130,9240.88%425.95%
Less: Loans held for sale328,3126,206%%
Less: Loans receivable, mortgage warehouse, at fair value1,323,312%%
Loans and leases receivable, excluding loans receivable, PPP (Non-GAAP)$13,144,894$24,531$130,9241.00%533.71%

(1)Loans receivable, PPP includes PPP loans that are past due, as claims for guarantee payments are submitted to the SBA for eligible PPP loans more than 60 days past due.

The total loan and lease portfolio was $15.8 billion at December 31, 2022 compared to $14.6 billion at December 31, 2021 and $30.7 million, or 0.19% of loans and leases, were non-performing at December 31, 2022 compared to $49.6 million, or 0.34% of loans and leases, at December 31, 2021. The total loan and lease portfolio was supported by an ACL of $130.9 million (425.95% of NPLs and 0.83% of total loans and leases) and $137.8 million (277.72% of NPLs and 0.95% of total loans and leases), at December 31, 2022 and 2021, respectively.

The tables below set forth non-accrual loans, NPAs and asset quality ratios:

December 31,
(amounts in thousands)20222021
Loans 90+ days delinquent still accruing (1)$1,883$1,386
Non-accrual loans$30,737$49,620
OREO and repossessed assets46140
Total non-performing assets$30,783$49,760

(1)Excludes PCD loans at December 31, 2022 and 2021.

December 31,
20222021
Non-accrual loans and leases to loans and leases receivable (GAAP)0.17%0.40%
Non-accrual loans and leases to loans and leases receivable, excluding PPP (Non-GAAP) (1)0.19%0.54%
Non-accrual loans to total loans and leases portfolio (GAAP)0.19%0.34%
Non-accrual loans to total loans and leases portfolio, excluding PPP (Non-GAAP)0.21%0.44%
Non-performing assets to total assets0.15%0.25%
Non-accrual loans and loans 90+ days delinquent to total assets0.16%0.26%
Allowance for credit losses on loans and leases to:
Loans and leases receivable (GAAP)0.93%1.12%
Loans and leases receivable (Non-GAAP) (1)1.00%1.53%
Non-accrual loans425.95%277.72%

(1)Excludes loans held for sale, loans receivable, mortgage warehouse, at fair value and loans receivable, PPP. Excluding loans receivable, PPP from total loans and leases receivable is a non-GAAP measure. Management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Refer to the reconciliation schedules above that precedes this table and within Credit Risk above.

The asset quality ratios related to NPAs, including non-accrual loans remained low at December 31, 2022 as compared to December 31, 2021. Refer to Credit Risk above for information about the decrease in ACL affecting the related asset quality ratios at December 31, 2022 as compared to December 31, 2021.

97

The table below sets forth loans that were non-performing at December 31, 2022 and 2021.

December 31,
(amounts in thousands)20222021
Commercial and industrial, including specialty lending$1,761$6,096
Multifamily1,14322,654
Commercial real estate owner occupied2,7682,475
Commercial real estate non-owner occupied2,815
Residential real estate6,9227,727
Manufactured housing2,4103,563
Installment9,5273,783
Total non-performing loans$24,531$49,113

Asset quality assurance activities include careful monitoring of borrower payment status and the periodic review of borrower current financial information to ensure ongoing financial strength and borrower cash flow viability. Customers has established credit policies and procedures, seeks the consistent application of those policies and procedures across the organization and adjusts policies as appropriate for changes in market conditions and applicable regulations.

Problem Loan Identification and Management

To facilitate the monitoring of credit quality within the commercial and industrial, multifamily, commercial real estate and construction portfolios and for purposes of analyzing historical loss rates used in the determination of the ACL for individually assessed loans, Customers utilizes the following categories of risk ratings: pass (there are six risk ratings for pass loans), special mention, substandard, doubtful or loss. The risk-rating categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated regularly thereafter. Pass ratings, which are assigned to those borrowers who do not have identified potential or well-defined weaknesses and for whom there is a high likelihood of orderly repayment, are updated periodically based on the size and credit characteristics of the borrower. All other categories are updated on a quarterly basis, generally during the month preceding the end of the calendar quarter. While assigning risk ratings involves judgment, the risk-rating process allows management to identify riskier credits in a timely manner and allocate the appropriate resources to manage the loans and leases. PPP loans are excluded, provided that the SBA's eligibility criteria are met, as these loans are fully guaranteed by the SBA.

Customers assigns a special mention rating to loans and leases that have potential weaknesses that deserve management’s close attention. If not addressed, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the loan and lease and Customers' financial position. At December 31, 2022 and 2021, special mention loans and leases were $138.8 million and $230.1 million, respectively, and are considered performing loans and are therefore not included in the tables above.

Risk ratings are not established for residential real estate, home equity loans and installment loans mainly because these portfolios consist of a larger number of homogeneous loans with smaller balances. Instead, these portfolios are evaluated for risk mainly based on aggregate payment history through the monitoring of delinquency levels and trends.

A regular reporting and review process is in place to provide for proper portfolio oversight and control and to monitor those loans and leases identified as problem credits by management. This process is designed to assess Customers' progress in working toward a solution and to assist in determining an appropriate ACL. All loan work-out situations involve the active participation of management and are reported regularly to the Board of Directors. When a loan or lease becomes delinquent for 90 days or more, or earlier if considered appropriate, the loan is assigned to SAG for workout or other resolution.

Loan and lease charge-offs are determined on a case-by-case basis. Loans and leases are generally charged-off when principal is likely to be unrecoverable and after appropriate collection steps have been taken. Loan and lease charge-offs are proposed by the SAG and approved by the Board of Directors.

Loan and lease policies and procedures are reviewed internally for possible revisions and changes on a regular basis. In addition, these policies and procedures, together with the loan and lease portfolio, are reviewed on a periodic basis by various regulatory agencies and by our internal, external and loan review auditors, as part of their examination and audit procedures.

98

Troubled Debt Restructurings

At December 31, 2022, 2021 and 2020, there were $16.8 million, $16.5 million and $16.1 million, respectively, in loans categorized as a TDR. TDRs are reported as impaired loans in the period of their restructuring and are evaluated to determine whether they should be placed on non-accrual status. In subsequent years, a TDR may be returned to accrual status if the borrower satisfies a minimum six-month performance requirement; however, it will remain classified as impaired. Generally, Customers requires sustained performance for nine months before returning a TDR to accrual status.

Modification of PCD loans that are accounted for within loan pools in accordance with the accounting standards for PCD loans does not result in the removal of these loans from the pool even if the modification would otherwise be considered a TDR. Accordingly, as each pool is accounted for as a single asset with a single composite interest rate and an expectation of cash flows, modifications of loans within such pools are not reported as TDRs.

In response to the COVID-19 pandemic, Customers implemented a short-term loan modification program to provide temporary payment relief to certain of its borrowers who met the program's qualifications in 2020. This program allowed for a deferral of payments for a maximum of 90 days at a time. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date of the existing loan. On December 27, 2020, the CAA was signed into law, which extended and expanded various relief provisions of the CARES Act including the temporary relief from the accounting and disclosure requirements for TDRs until January 1, 2022. All commercial loans previously on deferments became current by December 31, 2021. Total consumer deferments were $6.1 million at December 31, 2021. There were no commercial or consumer loans on deferments related to COVID-19 at December 31, 2022.

TDR modifications primarily involve interest-rate concessions, extensions of term, deferrals of principal and other modifications. Other modifications typically reflect other nonstandard terms which Customers would not offer in non-troubled situations. During the years ended December 31, 2022, 2021 and 2020, loans aggregating $3.3 million, $3.5 million and $3.7 million, respectively, were modified in TDRs. TDR modifications of residential real estate loans were primarily extensions of term, interest rate concessions and other modifications; modifications of manufactured housing loans were primarily interest rate concessions; and modifications of consumer installment loans were primarily other modifications. As of December 31, 2022, 2021 and 2020, there were no commitments to lend additional funds to debtors whose loans have been modified in TDRs.

As of December 31, 2022, 212 installment loans totaling $2.2 million, 15 manufactured housing loans totaling $491 thousand and two residential real estate loans for $201 thousand that were modified in TDRs within the past twelve months defaulted on payments. As of December 31, 2021, 21 installment loans totaling $263 thousand, two manufactured housing loans totaling $71 thousand and one residential real estate loan for $121 thousand that were modified in TDRs within the past twelve months defaulted on payments. As of December 31, 2020, 15 installment loans totaling $226 thousand, six manufactured housing loans totaling $236 thousand and three residential real estate loans totaling $152 thousand that were modified in TDRs within the past twelve months defaulted on payments.

Loans modified in TDRs are evaluated for impairment. The nature and extent of impairment of TDRs, including those that have experienced a subsequent default, is considered in the determination of an appropriate level of ACL.

ACCRUED INTEREST RECEIVABLE

At December 31, 2022, accrued interest receivable totaled $123.4 million compared to $92.2 million at December 31, 2021. The increase primarily resulted from an increase in outstanding balances of variable rate interest-earning assets and rising interest rates.

BANK PREMISES AND EQUIPMENT AND OTHER ASSETS

At December 31, 2022, bank premises and equipment, net of accumulated depreciation and amortization, totaled $9.0 million compared to $8.9 million at December 31, 2021. The increase primarily resulted from purchases of IT equipment, partially offset by impairment of leasehold improvements and equipment related to consolidation of branch locations and other offices and higher depreciation and amortization expenses.

At December 31, 2022, Customers Bank’s restricted stock holdings totaled $74.2 million compared to $64.6 million at December 31, 2021. These holdings consist of stock of the FRB, the FHLB and Atlantic Community Bankers Bank and are required as part of our relationship with these banks.

At December 31, 2022, the cash surrender value of BOLI totaled $338.4 million compared to $333.7 million at December 31, 2021. Presented within BOLI on the consolidated balance sheets is the cash surrender value of the SERP balances of $12.3 million and $11.5 million at December 31, 2022 and 2021, respectively. Customers entered into additional SERPs during the years ended December 31, 2022 and 2021. For additional information, see "NOTE 14 - EMPLOYEE BENEFIT PLANS" to Customers' audited financial statements.

99

At December 31, 2022 and 2021, other assets totaled $400.1 million and $305.6 million, respectively. Other assets consist primarily of operating leases through Customers' Equipment Finance Group (net investment in operating leases of $197.3 million at December 31, 2022 compared to $118.3 million at December 31, 2021), deferred tax assets, net, mark-to-market adjustments for interest-rate swaps, investments in affordable housing projects and other limited partnerships or limited liability companies, ROU assets and prepaid expenses.

DEPOSITS

Customers offers a variety of deposit accounts, including checking, savings, MMDA and time deposits. Deposits are primarily obtained from Customers' geographic service area and nationwide through branchless digital banking, our white label relationship, deposit brokers, listing services and other relationships. Customers accepts deposits from customers on the TassatPay instant blockchain payments platform which launched in October 2021. Customers Bank provides blockchain-based digital payments via CBIT, which allows clients to make instant payments in U.S. dollars. CBIT may only be created by, transferred to and redeemed by commercial customers of Customers Bank on the instant B2B payments platform by maintaining U.S. dollars in deposit accounts at Customers Bank. As of December 31, 2022 and 2021, Customers Bank held $2.3 billion and $1.9 billion of deposits from customers participating in CBIT, respectively, which are reported as deposit liabilities in the consolidated balance sheets. Each CBIT is minted with precisely one U.S. dollar equivalent, and those dollars are held in a non-interest bearing omnibus deposit account until the CBIT is burned or redeemed. The number of CBIT outstanding in the CBIT instant payments platform is always equal to the U.S. dollars held in the omnibus deposit account at Customers Bank and is reported as a deposit liability in the consolidated balance sheet. The omnibus deposit account established for the CBIT instant payments platform had an outstanding balance of $23 thousand at December 31, 2022 and no outstanding balance at December 31, 2021. For additional information, refer to "NOTE 11 - DEPOSITS" to Customers' audited financial statements.

The components of deposits at December 31, 2022 and 2021 were as follows:

December 31,
(dollars in thousands)20222021Change% Change
Demand, non-interest bearing$1,885,045$4,459,790$(2,574,745)(57.7)%
Demand, interest bearing8,476,0276,488,4061,987,62130.6%
Savings, including MMDA3,546,0155,322,390(1,776,375)(33.4)%
Non-time deposits13,907,08716,270,586(2,363,499)(14.5)%
Time deposits4,249,866507,3383,742,528737.7%
Total deposits$18,156,953$16,777,924$1,379,0298.2%

Total deposits were $18.2 billion at December 31, 2022, an increase of $1.4 billion, or 8.2%, from $16.8 billion at December 31, 2021. Time deposits increased by $3.7 billion, or 737.7%, to $4.2 billion and interest bearing demand deposits increased by $2.0 billion, or 30.6%, to $8.5 billion. These increases were offset in part by decreases in non-interest bearing demand deposits of $2.6 billion, or 57.7%, to $1.9 billion and savings, including MMDA, of $1.8 billion, or 33.4%, to $3.5 billion.

Total deposits at December 31, 2022 and 2021 include $1.1 billion and $1.8 billion, respectively, of deposits serviced by BM Technologies under a deposit servicing agreement. The deposit servicing agreement was scheduled to expire on December 31, 2022. On June 30, 2022, Customers provided a written notice to BM Technologies to terminate the deposit servicing agreement effective December 31, 2022. On November 7, 2022, Customers agreed to extend the deposit servicing agreement to the earlier of BM Technologies' successful completion of the transfer of the serviced deposits to a new sponsor bank or June 30, 2023. Customers and BM Technologies also agreed to remove Customers' obligation under the deposit servicing agreement to pay BM Technologies the interchange maintenance fee which is the difference between the Durbin-exempt and Durbin-recalculated interchange revenues. The other terms of the deposit servicing agreement remain in effect through the new termination date. Refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements for additional information.

At December 31, 2022 the Bank had $176.2 million in state and municipal deposits to which it had pledged $175.6 million of available borrowing capacity through the FHLB to the depositors through a letter of credit arrangement.

100

The total amount of estimated uninsured deposits totaled $8.9 billion and $12.1 billion at December 31, 2022 and 2021, respectively. Time deposits greater than the FDIC limit of $250,000 totaled $85.5 million and $259.0 million at December 31, 2022, and 2021, respectively. At December 31, 2022, the scheduled maturities of uninsured time deposits were as follows:

(amounts in thousands)December 31, 2022
3 months or less$32,175
Over 3 through 6 months15,213
Over 6 through 12 months26,812
Over 12 months11,309
Total$85,509

Average deposit balances by type and the associated average rate paid are summarized below:

For the Years Ended December 31,
20222021
(dollars in thousands)Average BalanceAverage Rate PaidAverage BalanceAverage Rate Paid
Demand, non-interest bearing$3,780,1850.00%$3,470,7880.00%
Demand, interest-bearing6,853,5331.83%4,006,3540.69%
Savings, including MMDA5,332,4121.21%6,291,7350.49%
Time deposits1,352,7872.71%619,8590.72%
Total$17,318,9171.31%$14,388,7360.44%

FHLB ADVANCES AND OTHER BORROWINGS

Borrowed funds from various sources are generally used to supplement deposit growth and meet other operating needs. Customers' borrowings include short-term and long-term advances from the FHLB, FRB, federal funds purchased, senior unsecured notes and subordinated debt. Subordinated debt is also considered as Tier 2 capital for certain regulatory calculations. Refer to "NOTE 12 – BORROWINGS" to Customers' audited financial statements for additional information on Customers' borrowings.

Short-term debt

Short-term debt at December 31, 2022 and 2021 was as follows:

December 31,
20222021
(dollars in thousands)AmountRateAmountRate
FHLB advances$300,0004.54%$700,0000.26%
Federal funds purchased%75,0000.05%
Total short-term debt$300,000$775,000

Long-term debt

FHLB and FRB Advances

Long-term FHLB and FRB advances at December 31, 2022 and 2021 were as follows:

December 31,
20222021
(dollars in thousands)AmountRateAmountRate
FHLB advances (1)$500,0003.37%$%
Total long-term FHLB and FRB advances$500,000$

(1)    Amounts reported in the above table include long-term advances from FHLB of $250.0 million with a fixed rate of 3.44% and maturity of June 2024 with a returnable option that can be repaid without penalty on certain predetermined dates at Customers Bank's option, and $250.0 million with a fixed rate of 3.30% and maturity of June 2027.

101

The maximum borrowing capacity with the FHLB and FRB at December 31, 2022 and 2021 was as follows:

December 31,
(dollars in thousands)20222021
Total maximum borrowing capacity with the FHLB$3,241,120$2,973,635
Total maximum borrowing capacity with the FRB (1)2,510,189183,052
Qualifying loans serving as collateral against FHLB and FRB advances (1)7,142,8653,594,339

(1)Amounts reported in the above table exclude borrowings under the PPPLF, which are limited to the unpaid principal balance of the loans originated under the PPP. Under the PPPLF, Federal Reserve Banks extended non-recourse loans to institutions that were eligible to make PPP loans. Only PPP loans that are guaranteed by the SBA pursuant to the PPP, with respect to both principal and interest that are originated or purchased by an eligible institution, may be pledged as collateral to the Federal Reserve Banks. During the year ended December 31, 2021, Customers repaid the PPPLF advances. No new advances are available from the PPPLF after July 30, 2021. Customers had no borrowings under the PPPLF at December 31, 2022 and 2021.

Senior Notes and Subordinated Debt

Long-term senior notes and subordinated debt at December 31, 2022 and 2021 were as follows:

December 31,
(dollars in thousands)20222021
Issued byRankingCarrying AmountCarrying AmountRateIssued AmountDate IssuedMaturityPrice
Customers BancorpSenior (1)$98,788$98,6422.875%$100,000August 2021August 2031100.000%
Customers BancorpSenior24,79224,6724.500%25,000September 2019September 2024100.000%
Customers BancorpSenior99,7723.950%100,000June 2017June 202299.775%
Total other borrowings$123,580$223,086
Customers BancorpSubordinated (2)(3)$72,585$72,4035.375%$74,750December 2019December 2034100.000%
Customers BankSubordinated (2)(4)109,367109,2706.125%110,000June 2014June 2029100.000%
Total subordinated debt$181,952$181,673

(1)The senior notes will bear an annual fixed rate of 2.875% until August 15, 2026. From August 15, 2026 until maturity, the notes will bear an annual interest rate equal to a benchmark rate, which is expected to be the three-month term SOFR, plus 235 basis points. Customers Bancorp has the ability to call the senior notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after August 15, 2026.

(2)The subordinated notes qualify as Tier 2 capital for regulatory capital purposes.

(3)Customers Bancorp has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after December 30, 2029.

(4)The subordinated notes will bear an annual fixed rate of 6.125% until June 26, 2024. From June 26, 2024 until maturity, the notes will bear an annual interest rate equal to the three-month LIBOR plus 344.3 basis points. It is expected that the notes will bear an annual interest rate equal to the three-month term SOFR plus a comparable spread beginning in June 2024. Customers Bank has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after June 26, 2024.

102

SHAREHOLDERS’ EQUITY

The components of shareholders’ equity were as follows at the dates indicated:

December 31,
(dollars in thousands)20222021Change% Change
Preferred stock$137,794$137,794$%
Common stock35,01234,7222900.8%
Additional paid in capital551,721542,3919,3301.7%
Retained earnings924,134705,732218,40230.9%
Accumulated other comprehensive income (loss), net(163,096)(4,980)(158,116)NM
Treasury stock(82,604)(49,442)(33,162)67.1%
Total shareholders' equity$1,402,961$1,366,217$36,7442.7%

Shareholders' equity increased by $36.7 million, or 2.7%, to $1.4 billion at December 31, 2022, when compared to shareholders' equity of $1.4 billion at December 31, 2021. The increase primarily resulted from increases in retained earnings of $218.4 million, common stock of $0.3 million and additional paid in capital of $9.3 million, partially offset by a decrease in accumulated other comprehensive income (loss), net of $158.1 million and an increase in treasury stock of $33.2 million.

The increases in common stock and additional paid in capital primarily resulted from the issuance of common stock under share-based compensation arrangements for the year ended December 31, 2022.

The increase in retained earnings primarily resulted from net income of $228.0 million for the year ended December 31, 2022, partially offset by preferred stock dividends of $9.6 million for the year ended December 31, 2022.

The decrease in accumulated other comprehensive income (loss), net primarily resulted from an increase of $236.8 million in unrealized losses on AFS debt securities due to rising interest rates and income tax effect of $61.6 million, partially offset by reclassification of $23.2 million in net losses and income tax effect of $6.0 million resulting from the sales of AFS debt securities during the year ended December 31, 2022.

The increase treasury stock resulted from repurchase of 830,145 shares of common stock for $33.2 million pursuant to the Share Repurchase Program during the year ended December 31, 2022. On August 25, 2021, the Board of Directors of Customers Bancorp authorized the Share Repurchase Program to repurchase up to 3,235,326 shares of the Company's common stock (representing 10% of the Company’s outstanding shares of common stock on June 30, 2021). The term of the Share Repurchase Program was extended for one additional year to September 27, 2023, unless earlier terminated. Purchases of shares under the Share Repurchase Program may be executed through open market purchases, privately negotiated transactions, through the use of Rule 10b5-1 plans, or otherwise. The exact number of shares, timing for such purchases, and the price and terms at and on which such purchases are to be made will be at the discretion of the Company and will comply with all applicable regulatory limitations. Refer to "NOTE 13 – SHAREHOLDERS' EQUITY" to Customers' audited financial statements for additional information on the repurchase of common shares.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity for a financial institution is a measure of that institution’s ability to meet depositors’ needs for funds, to satisfy or fund loan commitments and for other operating purposes. Ensuring adequate liquidity is an objective of the asset/liability management process. Customers coordinates its management of liquidity with its interest-rate sensitivity and capital position, and strives to maintain a strong liquidity position that is sufficient to meet Customers' short-term and long-term needs, commitments and contractual obligations.

Customers is involved with financial instruments and other commitments with off-balance sheet risks. Financial instruments with off-balance sheet risks are incurred in the normal course of business to meet the financing needs of the Bank's customers. These financial instruments include commitments to extend credit, including unused portions of lines of credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the consolidated balance sheet.

With commitments to extend credit, exposure to credit loss in the event of non-performance by the other party to the financial instrument is represented by the contractual amount of those instruments. The same credit policies are used in making commitments and conditional obligations as for on-balance-sheet instruments. Because they involve credit risk similar to extending a loan and lease, these financial instruments are subject to the Bank’s credit policy and other underwriting standards. Refer to "NOTE 18 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK" to Customers' audited financial statements for additional information.

103

As described in "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" to Customers' audited financial statements, ACL on lending related commitments is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which Customers is exposed to credit risk resulting from a contractual obligation to extend credit. No ACL is recognized if Customers have the unconditional right to cancel the obligation. Off-balance-sheet credit commitments primarily consist of amounts available under outstanding lines of credit and letters of credit disclosed above. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance-sheet exposure. Customers estimates the expected credit losses for undrawn or unfunded commitments using a usage given default calculation. The lifetime loss rates for off-balance sheet credit exposures are calculated in the same manner as on-balance sheet credit exposures, using the same models and economic forecasts, adjusted for the estimated likelihood that funding will occur. Customers recognized a provision for credit losses of $0.9 million during the year ended December 31, 2022 resulting in an ACL of $3.0 million as of December 31, 2022. Customers recognized a benefit to credit losses of $0.2 million during the year ended December 31, 2021 resulting in an ACL of $2.1 million as of December 31, 2021. The ACL on lending-related commitments is recorded in accrued interest payable and other liabilities in the consolidated balance sheet and the credit loss expense is recorded as a provision for credit losses within other non-interest expense in the consolidated statement of income.

Customers' contractual obligations and other commitments representing required and potential cash outflows include operating leases, demand deposits, time deposits, federal funds purchased, short-term and long-term advances from FHLB, unsecured senior notes, subordinated debt, loan and other commitments as of December 31, 2022. These obligations and commitments include the transfer of deposits serviced by BM Technologies under the deposit service agreement, described further below under cash flows from discontinued operations. Customers repaid $100.0 million of the 3.950% senior notes that matured in June 2022. Refer to "NOTE 9 – LEASES", "NOTE 11 – DEPOSITS", "NOTE 12 – BORROWINGS" and "NOTE 18 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK" to Customers' audited financial statements for additional information.

Customers' investment portfolio, including debt securities available for sale and held to maturity provides periodic cash flows through regular maturities and amortization and can be used as collateral to secure additional funding. Customers' principal sources of funds are deposits, borrowings, principal and interest payments on loans and leases, other funds from operations, and proceeds from common and preferred stock issuances. Borrowing arrangements are maintained with the FHLB and the FRB to meet short-term liquidity needs. Longer-term borrowing arrangements are also maintained with the FHLB and FRB. As of December 31, 2022, Customers' borrowing capacity with the FHLB was $3.2 billion, of which $800.0 million was utilized in borrowings and $175.6 million of available capacity was utilized to collateralize state and municipal deposits. As of December 31, 2021, Customers' borrowing capacity with the FHLB was $3.0 billion, of which $700.0 million was utilized in borrowings and $475.3 million of available capacity was used to collateralize state and municipal deposits. As of December 31, 2022 and 2021, Customers' borrowing capacity with the FRB was $2.5 billion and $183.1 million, respectively.

Beginning in second quarter 2020, Customers began participating in the PPPLF, in which Federal Reserve Banks extend non-recourse loans to institutions that are eligible to make PPP loans. Only PPP loans that are guaranteed by the SBA under the PPP, with respect to both principal and interest that are originated or purchased by an eligible institution, may be pledged as collateral to the Federal Reserve Banks. As of December 31, 2022, Customers had $1.0 billion of PPP loans outstanding, which are eligible for forgiveness by the federal government. During the year ended December 31, 2021, Customers repaid the PPPLF advances. No new advances are available from the PPPLF after July 30, 2021. As of December 31, 2022 and 2021, Customers had no borrowings under the PPPLF.

Customers Bank provides blockchain-based digital payments via CBIT, which allows clients to make instant payments in U.S. dollars. CBIT may only be created by, transferred to and redeemed by commercial customers of Customers Bank on the instant B2B payments platform by maintaining U.S. dollars in deposit accounts at Customers Bank. CBIT is not listed or traded on any digital currency exchange. As of December 31, 2022 and 2021, Customers Bank held $2.3 billion and $1.9 billion of deposits from customers participating in CBIT, respectively, which are reported as deposit liabilities in the consolidated balance sheets. Each CBIT is minted with precisely one U.S. Dollar equivalent, and those dollars are held in a non-interest bearing omnibus deposit account until the CBIT is burned or redeemed. The number of CBIT outstanding in the CBIT instant payments platform is always equal to the U.S. dollars held in the omnibus deposit account at Customers Bank and is reported as a deposit liability in the consolidated balance sheet. The omnibus deposit account had an outstanding balance of $23 thousand at December 31, 2022 and no outstanding balance at December 31, 2021.

The principal source of the Bancorp's liquidity is the dividends it receives from the Bank, which may be impacted by the following: bank-level capital needs, laws and regulations, corporate policies, contractual restrictions and other factors. The Bank has generated sufficient positive cash flows from operations to pay dividends to the Bancorp. However, there are statutory and regulatory limitations on the ability of the Bank to pay dividends or make other capital distributions or to extend credit to the Bancorp or its non-bank subsidiaries.

104

The table below summarizes Customers' cash flows from continuing operations for the years indicated:

For the Years Ended December 31,
(dollars in thousands)20222021Change% Change
Net cash provided by (used in) continuing operating activities$(20,825)$295,540$(316,365)(107.0)%
Net cash provided by (used in) continuing investing activities(1,298,412)(1,201,261)(97,151)8.1%
Net cash provided by (used in) continuing financing activities1,257,011754,775502,23666.5%
Net increase (decrease) in cash and cash equivalents from continuing operations$(62,226)$(150,946)$88,720(58.8)%

Cash flows provided by (used in) continuing operating activities

Cash used in continuing operating activities of $20.8 million for the year ended December 31, 2022 resulted from origination and purchases of loans held for sale, net of proceeds from the sales, of $306.9 million, a decrease of $21.0 million in accrued interest payable and other liabilities and an increase of $3.6 million in accrued interest receivable and other assets, partially offset by net income of $228.0 million and non-cash operating adjustments of $82.6 million.

Cash provided by continuing operating activities of $295.5 million for the year ended December 31, 2021 resulted from net income of $354.3 million, an increase of $103.0 million in accrued interest payable and other liabilities and a decrease of $46.7 million in accrued interest receivable and other assets, partially offset by non-cash operating adjustments of $208.4 million.

Cash flows provided by (used in) continuing investing activities

Cash used in continuing investing activities of $1.3 billion for the year ended December 31, 2022 primarily resulted from a net increase in loans and leases, excluding mortgage warehouse loans, of $1.9 billion, purchases of investment securities available for sale of $1.4 billion, purchases of loans of $484.0 million and purchases of leased assets under lessor operating leases of $109.3 million, partially offset by proceeds from sales of investment securities available for sale of $983.6 million, proceeds from net repayments of mortgage warehouse loans of $929.2 million, proceeds from maturities, calls and principal repayments on investment securities available for sale of $464.1 million and held to maturity of $59.5 million, and proceeds from sales of loans of $136.9 million, which included the cash proceeds of the sale of $521.8 million of consumer installment loans, inclusive of accrued interest and unamortized deferred loan origination costs, to a third-party sponsored VIE. Refer to "NOTE 6 – INVESTMENT SECURITIES" to Customers' audited financial statements for additional information on the sale of consumer installment loans.

Cash used in continuing investing activities of $1.2 billion for the year ended December 31, 2021 primarily resulted from purchases of investment securities available for sale of $3.6 billion and purchases of loans of $1.9 billion, partially offset by a net decrease in loans and leases, excluding mortgage warehouse loans of $1.7 billion primarily from the forgiveness of PPP loans, net of originations and purchases, net repayments of mortgage warehouse loans of $1.3 billion, proceeds from sales of investment securities available for sale of $689.9 million, proceeds from sales of loans of $398.0 million and proceeds from maturities, calls and principal repayments on investment securities available for sale of $317.0 million.

Cash flows provided by (used in) continuing financing activities

Cash provided by continuing financing activities of $1.3 billion for the year ended December 31, 2022 primarily resulted from a net increase of $1.4 billion in deposits and proceeds from long-term borrowed funds from the FHLB of $500.0 million, partially offset by a net decrease in short-term borrowed funds from the FHLB of $400.0 million, repayments of other borrowings of $100.0 million upon maturity of the Customers Bancorp 3.950% senior notes, a net decrease in federal funds purchased of $75.0 million and purchases of treasury stock of $33.2 million. For additional information on purchases of treasury stock, refer to "NOTE 13 – SHAREHOLDERS' EQUITY" to Customers' audited financial statements.

Cash provided by continuing financing activities of $754.8 million for the year ended December 31, 2021 primarily resulted from net increase of $5.5 billion in deposits and $98.8 million from issuance of 2.875% fixed-to-floating rate senior notes, partially offset by net decreases in long-term borrowed funds from the PPPLF of $4.4 billion, net federal funds purchased of $175.0 million, net short-term borrowed funds from the FHLB of $150.0 million, redemption of the Series C and Series D Preferred Stock of $82.5 million and purchases of treasury stock of $27.7 million. Customers fully repaid the borrowings from the PPPLF during the year ended December 31, 2021 due to increased PPP loan forgiveness and funding from deposits. For additional information on the redemption of preferred stock and purchases of treasury stock, refer to "NOTE 13 – SHAREHOLDERS' EQUITY" to Customers' audited financial statements.

105

Cash flows from discontinued operations

Customers Bancorp completed the divestiture of BMT on January 4, 2021. BMT's operating results and associated cash flows have been presented as "Discontinued operations" within the consolidated financial statements and prior period amounts have been reclassified to conform with the current period presentation. In connection with the divestiture, Customers entered into various agreements with BM Technologies, including a transition services agreement, software license agreement, deposit servicing agreement, non-competition agreement and loan agreement for periods ranging from one to ten years. As of December 31, 2022 and 2021, Customers held $1.1 billion and $1.8 billion of deposits serviced by BM Technologies, respectively. Customers currently expects that approximately half of these serviced deposits will leave Customers Bank by the earlier of BM Technologies' successful completion of the transfer of such deposits to a new sponsor bank or June 30, 2023. The deposit servicing agreement was scheduled to expire on December 31, 2022. On June 30, 2022, Customers provided a written notice to BM Technologies to terminate the deposit servicing agreement effective December 31, 2022. On November 7, 2022, Customers agreed to extend the deposit servicing agreement to the earlier of BM Technologies' successful completion of the transfer of the serviced deposits to a new sponsor bank or June 30, 2023. Customers and BM Technologies also agreed to remove Customers' obligation under the deposit servicing agreement to pay BM Technologies the interchange maintenance fee which is the difference between the Durbin-exempt and Durbin-recalculated interchange revenues. The other terms of the deposit servicing agreement remain in effect through the new termination date. Customers and BM Technologies are currently negotiating an extension of this agreement with respect to the serviced deposits expected to remain at Customers Bank after June 30, 2023. The loan agreement with BM Technologies was terminated early in November 2021. Customers entered into a special limited agency agreement with BM Technologies, whereby Customers originates consumer installment loans referred by BM Technologies for an initial period from April 20, 2022 to December 31, 2022, and renews annually unless terminated by either party. For additional information, refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements.

The table below summarizes Customers' cash flows from discontinued operations for the years indicated:

For the Years Ended December 31,
(dollars in thousands)20222021Change% Change
Net cash provided by (used in) discontinued operating activities$$(24,376)$24,376(100.0)%
Net increase (decrease) in cash and cash equivalents from discontinued operations$$(24,376)$24,376(100.0)%

Cash flows provided by (used in) discontinued operating activities

Cash used in discontinued operating activities of $24.4 million for the year ended December 31, 2021 resulted from a net loss of $39.6 million and a decrease in accrued interest payable and other liabilities of $40.7 million, offset in part by non-cash operating adjustments of $20.3 million and a decrease in other assets of $35.6 million.

CAPITAL ADEQUACY

The Bank and the Bancorp are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on Customers' financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and the Bancorp must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items, as calculated under the regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

In first quarter 2020, the U.S federal banking regulatory agencies permitted banking organizations to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 31, 2020, the U.S. federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows banking organizations to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. Customers has elected to adopt the interim final rule, which is reflected in the regulatory capital data presented below. The cumulative CECL capital transition impact as of December 31, 2021 which amounted to $61.6 million will be phased in at 25% per year beginning on January 1, 2022 through December 31, 2024. As of December 31, 2022, our regulatory capital ratios reflected 75%, or $46.2 million, benefit associated with the CECL transition provisions.

106

In April 2020, the U.S. federal banking regulatory agencies issued an interim final rule that permits banks to exclude the impact of participating in the SBA PPP program in their regulatory capital ratios. Specifically, PPP loans are zero percent risk weighted and a bank can exclude all PPP loans pledged as collateral to the PPPLF from its average total consolidated assets for purposes of calculating the Tier 1 capital to average assets ratio (i.e. leverage ratio). Customers applied this regulatory guidance in the calculation of its regulatory capital ratios presented below.

Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Bancorp to maintain minimum amounts and ratios (set forth in the following table) of common equity Tier 1, Tier 1, and total capital to risk-weighted assets, and Tier 1 capital to average assets (as defined in the regulations). At December 31, 2022 and 2021, the Bank and the Bancorp met all capital adequacy requirements to which they were subject.

Generally, to comply with the regulatory definition of adequately capitalized, or well capitalized, respectively, or to comply with the Basel III capital requirements, an institution must at least maintain the common equity Tier 1, Tier 1 and total risk-based capital ratios and the Tier 1 leverage ratio in excess of the related minimum ratios set forth in the following table.

Minimum Capital Levels to be Classified as:
ActualAdequately CapitalizedWell CapitalizedBasel III Compliant
(dollars in thousands)AmountRatioAmountRatioAmountRatioAmountRatio
December 31, 2022
Common equity Tier 1 (to risk-weighted assets)
Customers Bancorp, Inc.$1,470,8379.637%$686,8384.500%N/AN/A$1,068,4157.000%
Customers Bank$1,708,59811.213%$685,6944.500%$990,4476.500%$1,066,6367.000%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,608,63010.539%$915,7846.000%N/AN/A$1,297,3618.500%
Customers Bank$1,708,59811.213%$914,2596.000%$1,219,0128.000%$1,295,2018.500%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,862,08912.200%$1,221,0458.000%N/AN/A$1,602,62210.500%
Customers Bank$1,889,47212.400%$1,219,0128.000%$1,523,76510.000%$1,599,95410.500%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.$1,608,6307.664%$839,5474.000%N/AN/A$839,5474.000%
Customers Bank$1,708,5988.150%$838,6114.000%$1,048,2645.000%$838,6114.000%
December 31, 2021
Common equity Tier 1 (to risk-weighted assets)
Customers Bancorp, Inc.$1,291,2709.981%$582,1794.500%N/AN/A$905,6117.000%
Customers Bank$1,526,58311.825%$580,9434.500%$839,1406.500%$903,6897.000%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,429,06311.046%$776,2386.000%N/AN/A$1,099,6718.500%
Customers Bank$1,526,58311.825%$774,5916.000%$1,032,7888.000%$1,097,3378.500%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,667,39512.888%$1,034,9848.000%N/AN/A$1,358,41710.500%
Customers Bank$1,692,51213.110%$1,032,7888.000%$1,290,98510.000%$1,355,53410.500%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.$1,429,0637.413%$771,0844.000%N/AN/A$771,0844.000%
Customers Bank$1,526,5837.925%$770,5284.000%$963,1605.000%$770,5284.000%

The Basel III Capital Rules require that we maintain a 2.500% capital conservation buffer with respect to each of common equity Tier 1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers. As of December 31, 2022, the Bank and the Bancorp were in compliance with the Basel III requirements. Refer to "NOTE 19 – REGULATORY CAPITAL" to Customers' audited financial statements for additional discussion regarding regulatory capital requirements.

107

Capital Ratios

Customers continued to build capital during 2022 and 2021. In 2019, Customers decided to cross the $10.0 billion asset threshold at year-end, with total assets of $11.5 billion at December 31, 2019, resulted in lower capital ratios when compared to December 31, 2018. In general, for the past few years, Customers Bancorp capital growth has been achieved by retained earnings and issuances of common stock under share-based compensation arrangements, offset in part by the repurchase of common shares. In 2021, Customers repurchased 527,789 shares of common stock for $27.7 million pursuant to the Share Repurchase Program. In 2022, Customers repurchased 830,145 shares of its common stock for $33.2 million pursuant to the Share Repurchase Program. The Share Repurchase Program was extended for one additional year to September 27, 2023, unless earlier terminated. During 2022 and 2021, Customers Bancorp did not issue any preferred stock or common stock other than in connection with share-based compensation agreements. In 2021, Customers Bancorp issued $100 million in fixed-to-floating rate senior notes, and utilized the proceeds to redeem all of the outstanding shares of Series C and Series D Preferred Stock. Customers Bank capital growth for the past few years has been achieved primarily by retained earnings and capital contributions from Customers Bancorp from proceeds received from issuances of senior and subordinated notes. For more information relating to preferred and common stock, refer to "NOTE 13 – SHAREHOLDERS' EQUITY" to Customers' audited financial statements.

Customers is unaware of any current recommendations by the regulatory authorities which, if they were to be implemented, would have a material effect on its liquidity, capital resources, or operations.

The maintenance of appropriate levels of capital is an important objective of Customers' asset and liability management process. Through its initial capitalization and subsequent offerings, Customers believes it has continued to maintain a strong capital position. Since first quarter 2015, Customers Bank's board of directors has declared a quarterly cash dividend to the Bank's sole shareholder, Customers Bancorp. Cash dividends declared by the Bank and paid to Customers Bancorp during 2022 and 2021, include the following:

•$30.0 million declared on June 23, 2021, and paid on June 24, 2021;

•$55.0 million declared on September 22, 2021, and paid on September 23, 2021;

•$55.0 million declared and paid on December 21, 2021;

•$20.0 million declared on March 23, 2022, and paid on March 24, 2022;

•$5.0 million declared on June 22, 2022, and paid on June 23, 2022;

•$25.0 million declared on September 28, 2022, and paid on September 29, 2022; and

•$2.0 million declared on December 20, 2022, and paid on December 22, 2022.

Effect of Government Monetary Policies

Our earnings are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve Board is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans and leases, investments, and deposits, and their use may also affect rates charged on loans and leases or paid for deposits.

FY 2021 10-K MD&A

SEC filing source: 0001488813-22-000018.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-28. Report date: 2021-12-31.

Item 7.        Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis should be read in conjunction with "Business - Summary" and the Bancorp’s consolidated financial statements and related notes for the year ended December 31, 2021. For the comparison of the years ended December 31, 2020 and 2019, refer to Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for our fiscal year ended December 31, 2020, filed with the SEC on March 2, 2021.

Overview

Like most financial institutions, Customers derives the majority of its income from interest it receives on its interest-earning assets, such as loans, leases and investments. Customers' primary source of funds for making these loans, leases and investments are its deposits and borrowings, on which it pays interest. Consequently, one of the key measures of Customers' success is the amount of its net interest income, or the difference between the income on its interest-earning assets and the expense on its interest-bearing liabilities, such as deposits and borrowings. Another key measure is the difference between the interest income generated by interest-earning assets and the interest expense on interest-bearing liabilities, relative to the amount of average interest-earning assets, which is referred to as net interest margin.

BankMobile, previously a division of Customers Bank, derived a majority of its revenue from interest income on installment loans, interchange and card revenue and deposit fees. On January 4, 2021, Customers Bancorp completed the divestiture of BankMobile Technologies, Inc., a wholly-owned subsidiary of Customers Bank and a component of BankMobile, through a merger with Megalith Financial Acquisition Corp. In connection with the closing of the divestiture, MFAC changed its name to “BM Technologies, Inc.” All of BankMobile’s serviced deposits and loans including the related net interest income remained with Customers Bank after the divestiture. Beginning in first quarter 2021, BMT's historical financial results for periods prior to the divestiture are reflected in Customers Bancorp’s results of operations as discontinued operations. As a result of the divestiture, Customers' interchange income, deposit account fees and subscription fees decreased for the year ended December 31, 2021. In addition, Customers' non-interest expenses, such as salaries and employee benefits, technology, professional services, merger and acquisition related expenses and other non-interest expenses, including reimbursements from the white label relationship associated with BMT decreased for the year ended December 31, 2021. In connection with the divestiture, Customers entered into various agreements with BM Technologies, including a transition services agreement, software license agreement, deposit servicing agreement, non-competition agreement and loan agreement for periods ranging from one to ten years. Customers incurred expenses of $59.5 million to BM Technologies under the deposit servicing agreement, included within the technology, communication and bank operations expense in the income from continuing operations during the year ended December 31, 2021. The deposit service agreement is scheduled to expire on December 31, 2022 and will not be renewed. As of December 31, 2021, Customers held $1.8 billion of deposits serviced by BM Technologies, which are expected to leave Customers Bank by December 31, 2022. The loan agreement with BM Technologies was terminated early in November 2021. The transition services agreement with BM Technologies, as amended, expires on March 31, 2022, except for accounting services which expired on February 15, 2022. For additional information, refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements.

In October 2021, Customers Bank launched CBIT on the TassatPay blockchain-based instant B2B payments platform, which serves a growing array of B2B clients who want the benefit of instant payments: including key over-the-counter desks, exchanges, liquidity providers, market makers, funds, and B2B verticals such as trading operations, real estate, manufacturing, and logistics. CBIT may only be created by, transferred to and redeemed by commercial customers of Customers Bank on the real time B2B payments platform by maintaining U.S. dollars in non-interest bearing deposits at Customers Bank. CBIT is not listed or traded on any digital currency exchange. As of December 31, 2021, Customers Bank held $1.9 billion of deposits from new customers participating in CBIT.

To further build its franchise and support the growth of its commercial lending initiatives, Customers added three new commercial verticals during 2021 within its specialty banking business. These three new verticals included fund finance, technology and venture capital banking and financial institutions group that provide financing to the private equity industry and cash management services to the alternative investment industry. Customers also launched a pilot digital small balance 7(a) lending within its existing SBA lending business in 2021.

There is credit risk inherent in all loans requiring Customers to maintain an ACL to absorb credit losses on existing loans and leases that may become uncollectible. Customers maintains this allowance by charging a provision for credit losses against its operating earnings.  Customers has included a detailed discussion of this process, as well as several tables describing its ACL, in "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" and "NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES" to Customers' audited financial statements.

61

Impact of COVID-19

In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization. The spread of COVID-19 and its variants has created a global public health crisis that has resulted in unprecedented uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally, including the markets that Customers serves. Governmental responses during the pandemic have included orders closing businesses not deemed essential and directing individuals to restrict their movements, observe social distancing and shelter in place. These actions, together with responses to the pandemic by businesses and individuals, resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses that have led to a loss of revenues and a rapid increase in unemployment, material decreases in oil and gas prices and in business valuations, disrupted global supply chains, market downturns and volatility, changes in consumer behavior related to pandemic fears, related emergency response legislation and the Federal Reserve maintaining a low interest rate environment.

Customers has taken deliberate actions to ensure that it has the necessary balance sheet strength to serve its clients and communities, including increases in liquidity and reserves supported by a strong capital position. Customers' business and consumer customers continue to experience varying degrees of financial distress. In order to protect the health of its customers and team members, and to comply with applicable government directives, Customers had modified its business practices, including directing team members to work remotely insofar as it is possible and implementing its business continuity plans and protocols to the extent necessary. Since that time, Customers has launched the “Return to Workplace” initiative, and communicated a goal of having more team members return to the workplace. In that communication, Customers announced the following steps along with a continuing commitment to remain empathetic and cognizant of balancing company principles, customer support, support and remaining vigilant on tracking and preventing COVID-19 exposures to protect our team members and customers. Customers implemented a “ hybrid model” encouraging and tracking the movement of more team members returning to the office, released a communication requiring all team members to read, sign and acknowledge a Code of Commitment to reveal exposures to COVID-19, thereby allowing Customers to manage the possible impact with 100 percent participation of our team members. Customers has started tracking vaccination rates and less than 10 percent of our team members are not vaccinated or not planning to be vaccinated.

On March 27, 2020, the CARES Act was signed into law. It contained substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The CARES Act included the SBA's PPP, a nearly $350 billion program designed to aid small- and medium-sized businesses through federally guaranteed loans distributed through banks. These loans were intended to guarantee an eight-week or 24-week period of payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. On April 16, 2020, the SBA announced that all available funds had been exhausted and applications were no longer being accepted. On April 22, 2020, an additional $310 billion of funds for the PPP was signed into law. On August 8, 2020, the SBA announced that the PPP was closed and no longer accepting PPP applications from participating lenders. On December 27, 2020, the CAA was signed into law, including Division N, Title III, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, which provided $284 billion in additional funding for the SBA's PPP for small businesses affected by the COVID-19 pandemic. The CAA provided small businesses who received an initial PPP loan and experienced a 25% reduction in gross receipts to request a second PPP loan of up to $2.0 million. On January 11, 2021, the SBA reopened the PPP program to small business and non-profit organizations that did not receive a loan through the initial PPP phase. On March 11, 2021, the American Rescue Plan Act of 2021 was enacted expanding eligibility for first and second round of PPP loans and revising the exclusions from payroll costs for purposes of loan forgiveness. The PPP ended on May 31, 2021. As of December 31, 2021, Customers has helped thousands of small businesses by funding over $10 billion in PPP loans directly or through partnerships.

In response to the COVID-19 pandemic, Customers also implemented a short-term loan modification program to provide temporary payment relief to certain of its borrowers who met the program's qualifications. This program allowed for a deferral of payments for a maximum of 90 days at a time. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date of the existing loan. On December 27, 2020, the CAA was signed into law, which extended and expanded various relief provisions of the CARES Act including the temporary relief from the accounting and disclosure requirements for TDRs until January 1, 2022. All commercial loans previously on deferments became current by December 31, 2021 from a peak of $1.2 billion. Customers had no pending commercial loan deferment requests as of December 31, 2021. As of December 31, 2020, total commercial deferments were $202.1 million, or 1.8% of total loans and leases, excluding PPP loans. Total consumer deferments declined to $6.1 million, or 0.1% of total loans and leases, excluding PPP loans at December 31, 2021, from a peak of $108 million. As of December 31, 2020, total consumer deferments were $16.4 million, or 0.1% of total loans and leases, excluding PPP loans. Excluding loans receivable, PPP from total loans and leases receivable is a non-GAAP measure. Management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the following reconciliation schedule.

62

December 31,
(dollars in thousands)20212020
Loans held for sale (GAAP)$16,254$79,086
Loans receivable, mortgage warehouse, at fair value (GAAP)2,284,3253,616,432
Loans and leases receivable (GAAP)12,268,30612,136,733
Total loans and leases receivable (GAAP)14,568,88515,832,251
Less: Loans receivable, PPP3,250,0084,561,365
Total loans and leases, excluding PPP (Non-GAAP)$11,318,877$11,270,886
Commercial deferments (GAAP)$$202,100
Consumer deferments (GAAP)6,06016,400
Total deferments (GAAP)$6,060$218,500
Commercial deferments to total loans and leases, excluding PPP (Non-GAAP)%1.8%
Consumer deferments to total loans and leases, excluding PPP (Non-GAAP)0.1%0.1%
Total deferments to total loans and leases, excluding PPP (Non-GAAP)0.1%1.9%

The FRB has taken a range of actions to support the flow of credit to households and businesses. For example, on March 15, 2020, the FRB reduced the target range for the federal funds rate to 0% to 0.25% and announced that it would increase its holdings of U.S. Treasury securities and agency mortgage-backed securities and begin purchasing agency commercial mortgage-backed securities. The FRB has also encouraged depository institutions to borrow from the discount window and has lowered the primary credit rate for such borrowing by 150 basis points while extending the term of such loans up to 90 days. Reserve requirements have been reduced to zero as of March 26, 2020. The FRB also established a range of facilities and programs to support the U.S. economy and U.S. marketplace participants in response to economic disruptions associated with COVID-19, including among others, Main Street Lending facilities to purchase loan participations, under specified conditions, from banks lending to small and medium U.S. businesses and the PPPLF, which was created to bolster the effectiveness of the PPP by taking loans as collateral at face value. Customers participated in some of these facilities or programs to date, primarily the PPPLF. Customers fully repaid the borrowing from the PPPLF during the year ended December 31, 2021. No new advances are available from the PPPLF after July 30, 2021. The economy has since strengthened despite the spread of COVID-19 variants, with higher inflation, stock prices and housing values. In response, the FRB has begun normalizing monetary policy with its decision to taper its quantitative easing in late 2021 and signaled raising the federal funds rate in 2022.

Significant uncertainties as to future economic conditions continue to exist, and Customers has taken deliberate actions in response, including higher levels of on-balance sheet liquidity and maintaining strong capital ratios. The economic pressures, coupled with the implementation of an expected lifetime loss methodology for determining our provision for credit losses as required by CECL contributed to an increased provision for credit losses on loans and leases and off-balance sheet credit exposures in first quarter 2020. The expected lifetime loss methodology incorporates current economic conditions and forecasts for macroeconomic variables over its reasonable and supportable forecast period as required by CECL. Customers has also shifted the mix of its loan portfolio towards commercial loans with floating or adjustable interest rates and increased its non-interest bearing and interest-bearing deposits to position the Bank for future interest rate hikes. Customers continues to monitor the impact of COVID-19 and its variants closely, as well as any effects that may result from the federal government's responses; however, the extent to which the ongoing COVID-19 pandemic will impact Customers' operations and financial results during 2022 is highly uncertain.

New Accounting Pronouncements

For information about the impact that recently adopted or issued accounting guidance will have on us, refer to "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" to Customers' audited financial statements.

Critical Accounting Policies and Estimates

Customers has adopted various accounting policies that govern the application of U.S. GAAP and that are consistent with general practices within the banking industry in the preparation of its consolidated financial statements. Customers' significant accounting policies are described in "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" to Customers' audited financial statements.

63

Certain accounting policies involve significant judgments and assumptions by Customers that have a material impact on the carrying value of certain assets. Customers considers these accounting policies to be critical accounting policies. The judgments and assumptions used are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions management makes, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of Customers' assets.

The critical accounting policy that is both important to the portrayal of Customers' financial condition and results of operations and require complex, subjective judgments is the ACL. This critical accounting policy and material estimate, along with the related disclosures, are reviewed by Customers' Audit Committee of the Board of Directors.

Allowance for Credit Losses

Customers' ACL at December 31, 2021 represents Customers' current estimate of the lifetime credit losses expected from its loan and lease portfolio and its unfunded lending-related commitments that are not unconditionally cancellable. Management estimates the ACL by projecting a lifetime loss rate conditional on a forecast of economic parameters and other qualitative adjustments, for the loans and leases' expected remaining term.

Customers uses external sources in the creation of its forecasts, including current economic conditions and forecasts for macroeconomic variables over its reasonable and supportable forecast period (e.g., GDP growth rate, unemployment rate, BBB spread, commercial real estate and home price index). After the reasonable and supportable forecast period, which ranges from two to five years, the models revert the forecasted macroeconomic variables to their historical long-term trends, without specific predictions for the economy, over the expected life of the pool, while also incorporating prepayment assumptions into its lifetime loss rates. Internal factors that impact the quarterly allowance estimate include the level of outstanding balances, portfolio performance and assigned risk ratings. Significant loan/borrower attributes utilized in the models include property type, initial loan to value, assigned risk ratings, delinquency status, origination date, maturity date, initial FICO scores, and borrower state.

The ACL may be affected materially by a variety of qualitative factors that Customers considers to reflect its current judgement of various events and risks that are not measured in our statistical procedures, including uncertainty related to the economic forecasts used in the modeled credit loss estimates, nature and volume of the loan and lease portfolio, credit underwriting policy exceptions, peer comparison, industry data, and model and data limitations. The qualitative allowance for economic forecast risk is further informed by multiple alternative scenarios to arrive at a scenario or a composite of scenarios supporting the period-end ACL balance. The evaluation process is inherently imprecise and subjective as it requires significant management judgment based on underlying factors that are susceptible to changes, sometimes materially and rapidly. Customers recognizes that this approach may not be suitable in certain economic environments such that additional analysis may be performed at management's discretion. Due in part to its subjectivity, the qualitative evaluation may be materially impacted during periods of economic uncertainty and late breaking events that could lead to revision of reserves to reflect management's best estimate of expected credit losses.

The ACL is established in accordance with our ACL policy. The ACL Committee, which includes the Bank's Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Lending Officer, and Chief Credit Officer, among others, reviews the adequacy of the ACL each quarter, together with Customers' risk management team. The ACL policy, significant judgements and the related disclosures are reviewed by Customers' Audit Committee of the Board of Directors.

The net decrease in our estimated ACL as of December 31, 2021 as compared to our December 31, 2020 estimate was primarily attributable to the continued improvement in macroeconomic forecasts since the significant economic impact of COVID-19 in early 2020, partially offset by loan growth primarily in Customers' consumer installment loan portfolio. The provision for credit losses on loans and leases for the year ended December 31, 2021 was $27.4 million, for an ending ACL balance of $139.9 million ($137.8 million for loans and leases and $2.1 million for unfunded lending-related commitments) as of December 31, 2021.

To determine the ACL as of December 31, 2021, Customers utilized the Moody's December 2021 Baseline forecast to generate its modelled expected losses by loan portfolio in order to reflect management's reasonable expectations of current and future economic conditions. The Baseline forecast at December 31, 2021 assumed continued improvement in forecasts of macroeconomic conditions compared to the forecasts of macroeconomic conditions used by Customers in 2020; the Federal Reserve has accelerated its tapering process in the fourth quarter of 2021 and the first rate hike is assumed to occur in 2022; a continuing U.S. economic recovery from federal spending and abatement of the COVID-19 pandemic, notwithstanding the impact of the Omicron variant; and the acceleration in consumer prices is expected to peak and moderate in the near-term as the supply chain issues subside. Customers continues to monitor the impact of the ongoing COVID-19 pandemic and monetary policy measures on the economy and, if the pace of the expected recovery is worse than expected, further meaningful provisions for credit losses could be required.

64

The net increase in our estimated ACL as of December 31, 2020 as compared to January 1, 2020, upon adoption of the CECL standard, was primarily attributable to the significant economic impact of COVID-19 and the related stimulus from the federal government, along with loan growth in Customers' commercial and consumer loan portfolios. The total reserve build for the ACL for the year ended December 31, 2020 was $6.9 million, for an ending balance of $146.5 million ($144.2 million for loans and leases and $2.3 million for unfunded lending-related commitments) as of December 31, 2020. To determine the ACL as of December 31, 2020, Customers utilized the Moody's December 2020 Baseline forecast to generate its modelled expected losses and considered Moody's other alternative economic forecast scenarios to qualitatively adjust the modelled ACL by loan portfolio in order to reflect management's reasonable expectations of current and future economic conditions. The Moody's Baseline forecast at December 31, 2020 assumed continued improvement in forecasts of macroeconomic conditions compared to the previous forecasts of macroeconomic conditions used by Customers in early 2020; the Federal Reserve maintaining a target range for the fed funds rate at 0% to 0.25% until the second half of 2023; and an additional $908 billion of stimulus from the federal government.

One of the most significant judgments influencing the ACL is the macroeconomic forecasts from Moody's. Changes in the economic forecasts could significantly affect the estimated credit losses which could potentially lead to materially different allowance levels from one reporting period to the next. Given the dynamic relationship between macroeconomic variables within Customers' modelling framework, it is difficult to estimate the impact of a change in any one individual variable on the ACL. However, to illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario. This scenario includes assumptions around new infections, hospitalizations and COVID-19 deaths rising sharply once again as compared to the Baseline projections, leading to lower consumer spending, worsening supply chain issues and rising unemployment. Under this scenario, as an example, the unemployment rate is estimated at 7.7% and 8.2% at the end of 2022 and 2023, respectively. These numbers represent a 4.1% and 4.7% higher unemployment estimate than Baseline scenario projections of 3.6% and 3.5%, respectively for the same time periods. To demonstrate the sensitivity to key economic parameters, management calculated the difference between a 100% Baseline weighting and a 100% adverse scenario weighting for modelled results. This would result in an incremental quantitative impact to the ACL of approximately $44.4 million at December 31, 2021. This resulting difference is not intended to represent an expected increase in ACL levels since (i) Customers may use a weighted approach applied to multiple economic scenarios for its ACL process, (ii) the highly uncertain economic environment, (iii) the difficulty in predicting inter-relationships between macroeconomic variables used in various economic scenarios, and (iv) the sensitivity analysis does not account for any qualitative adjustments incorporated by Customers as part of its overall ACL framework.

There is no certainty that Customers' ACL will be appropriate over time to cover losses in our portfolio as economic and market conditions may ultimately differ from our reasonable and supportable forecast. Additionally, events adversely affecting specific customers, industries, or Customers' markets, such as the current COVID-19 pandemic, could severely impact our current expectations. If the credit quality of Customers' customer base materially deteriorates or the risk profile of a market, industry, or group of customers changes materially, Customers' net income and capital could be materially adversely affected which, in turn could have a material adverse effect on Customers' financial condition and results of operations. The extent to which the current COVID-19 pandemic has and will continue to negatively impact Customers' businesses, financial condition, liquidity and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision at this time.

For more information, see "NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES" to Customers' audited financial statements.

Results of Operations

The following discussion of Customers Bancorp’s consolidated results of operations should be read in conjunction with its consolidated financial statements, including the accompanying notes. Please refer to Critical Accounting Policies and Estimates in this Management's Discussion and Analysis and "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" to Customers' audited financial statements for information concerning certain significant accounting policies and estimates applied in determining reported results of operations.

65

The following table sets forth the condensed statements of income for the years ended December 31, 2021 and 2020:

For the Years Ended December 31,
(dollars in thousands)20212020Change% Change
Net interest income$685,074$403,688$281,38669.7%
Provision for credit losses on loans and leases27,42662,774(35,348)(56.3)%
Total non-interest income77,86763,81814,04922.0%
Total non-interest expense294,307214,97679,33136.9%
Income before income tax expense441,208189,756251,452132.5%
Income tax expense86,94046,71740,22386.1%
Net income from continuing operations354,268143,039211,229147.7%
Loss from discontinued operations before income tax expense (benefit)(20,354)(13,798)(6,556)47.5%
Income tax expense (benefit) from discontinued operations19,267(3,337)22,604(677.4)%
Net loss from discontinued operations(39,621)(10,461)(29,160)278.7%
Net income314,647132,578182,069137.3%
Preferred stock dividends11,69314,041(2,348)(16.7)%
Loss on redemption of preferred stock2,8202,820NM
Net income available to common shareholders$300,134$118,537$181,597153.2%

Customers reported net income available to common shareholders of $300.1 million for the year ended December 31, 2021, compared to $118.5 million for the year ended December 31, 2020. Factors contributing to the change in net income available to common shareholders for the year ended December 31, 2021 compared to the year ended December 31, 2020 were as follows:

Net interest income

Net interest income increased $281.4 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 as average interest-earning assets increased by $3.6 billion, and NIM increased by 99 basis points to 3.70% for the year ended December 31, 2021 from 2.71% for the year ended December 31, 2020. The increase in interest-earning assets was primarily driven by increases in the origination and purchases of the latest round of PPP loans, investment securities, commercial and industrial loans and leases, commercial loans to mortgage companies and consumer installment loans, offset in part by decreases in multi-family loans. The PPP loan forgiveness from the first two rounds and the latest round, which accelerated the recognition of net deferred loan origination fees, drove a 92 basis points increase in the yield on total loans and leases and contributed to the NIM increase. The shift in the mix of interest-earning assets included $3.3 billion ($5.1 billion average balance) of PPP loans yielding 5.46%. The shift in the mix of interest-bearing liabilities in a lower interest rate environment drove a 45 basis point decline in the cost of interest-bearing liabilities for the year ended December 31, 2021 compared to the year ended December 31, 2020. The shift in the mix of interest-bearing liabilities included interest-bearing deposits of $12.3 billion ($10.9 billion average balance) costing 0.57%. Customers' total cost of deposits, including interest-bearing and non-interest bearing deposits) were 0.44% and 0.89% for the years ended December 31, 2021 and 2020, respectively. PPPLF borrowings with $2.6 billion average balance costing 0.35% were fully repaid during the year ended December 31, 2021. Customers' total cost of funds, including non-interest bearing deposits and borrowings, was 0.54% and 0.97% for the years ended December 31, 2021 and 2020, respectively.

Provision for credit losses on loans and leases

The $35.3 million decrease in the provision for loan and lease losses for the year ended December 31, 2021 compared to the year ended December 31, 2020, reflects the continuing improvement in macroeconomic forecasts since the beginning of the COVID-19 pandemic in first quarter 2020, partially offset by the growth in loans and leases, primarily in consumer installment loans. Upon adoption of the CECL standard on January 1, 2020, the ACL for loans and leases and off-balance sheet credit exposures increased by $79.8 million and $3.4 million, respectively. The ACL on off-balance sheet credit exposures is presented within accrued interest payable and other liabilities in the consolidated balance sheet and the related provision is presented as part of other non-interest expense on the consolidated income statement. The ACL on loans and leases held for investment, represented 1.53% of total loans and leases receivable, excluding PPP loans (non-GAAP measure, please refer to the non-GAAP reconciliation within Loans and Leases, Credit Risk), at December 31, 2021, compared to 1.90% at December 31, 2020.

66

Net charge-offs for the year ended December 31, 2021 were $33.8 million, or 22 basis points of average total loans and leases, compared to $54.8 million, or 41 basis points of average total loans and leases for the year ended December 31, 2020. The increase in net charge-offs was primarily due to an increase in charge-offs of consumer installment loans coinciding with the growth of the portfolio year-over-year, offset by partial charge-offs of $25.2 million for two commercial real estate collateral dependent loans during the year ended December 31, 2020.

Non-interest income

The $14.0 million increase in non-interest income for the year ended December 31, 2021 compared to the year ended December 31, 2020 resulted primarily from increases of $11.3 million in gains realized from the sale of AFS debt securities, $9.3 million in gains from the sale of SBA and other loans, $7.2 million in unrealized gain (loss) on derivatives, $3.0 million in commercial lease income, $1.4 million in bank-owned life insurance income, $1.3 million in unrealized gain (loss) on investment securities, $1.3 million in mortgage warehouse transactional fees, $1.2 million in deposit fees, and $3.9 million in other non-interest income. These increases were offset in part by losses of $24.5 million on cash flow hedge derivative terminations and $2.8 million on sale of foreign subsidiaries for the year ended December 31, 2021 compared to the year ended December 31, 2020.

Non-interest expense

The $79.3 million increase in non-interest expense for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from increases of $32.9 million in technology, communication, and bank operations, $14.1 million in salaries and employee benefits, $13.1 million in professional services, $7.3 million in loan servicing, $6.2 million in deposit relationship adjustment fees, $3.1 million in commercial lease depreciation and $7.5 million in other non-interest expense. These increases were offset in part by decreases of $2.9 million in loan workout costs, $1.6 million in FDIC assessments, non-income taxes, and regulatory fees and $0.9 million in merger and acquisition related expenses for the year ended December 31, 2021 compared to the year ended December 31, 2020.

Income tax expense

Customers' effective tax rate was 19.7% for the year ended December 31, 2021 compared to 24.6% for the year the ended December 31, 2020. The decrease in the effective tax rate for the year ended December 31, 2021 compared to the year ended December 31, 2020 was primarily due to an increase in investment tax credits, the recognition of a deferred tax asset related to the outside basis difference of foreign subsidiaries, excess tax benefits from stock option exercises and state apportionment rates, partially offset by the dilution of the permanent tax differences and other tax benefits as a result of higher pre-tax income from continuing operations and an increase in compensation expense associated with an executive's retirement that exceeded the limit for tax deduction purposes.

Net loss from discontinued operations

On January 4, 2021, Customers Bancorp completed the previously announced divestiture of BMT, the technology arm of its BankMobile segment, to MFAC Merger Sub Inc., an indirect wholly-owned subsidiary of MFAC, pursuant to an Agreement and Plan of Merger, dated August 6, 2020, by and among MFAC, MFAC Merger Sub Inc., BMT, Customers Bank, the sole stockholder of BMT, and Customers Bancorp, the parent bank holding company for Customers Bank (as amended on November 2, 2020 and December 8, 2020). In connection with the closing of the divestiture, MFAC changed its name to “BM Technologies, Inc.” Following the completion of the divestiture of BMT, BankMobile's serviced deposits and loans and the related net interest income have been combined with Customers' financial condition and the results of operations as a single reportable segment.

BMT's historical financial results for periods prior to the divestiture are reflected in Customers Bancorp’s consolidated financial statements as discontinued operations. The assets and liabilities of BMT have been presented as "Assets of discontinued operations" and "Liabilities of discontinued operations" on the consolidated balance sheet at December 31, 2020. BMT's operating results and associated cash flows have been presented as "Discontinued operations" within the accompanying audited financial statements and prior period amounts have been reclassified to conform with the current period presentation.

Customers' loss from discontinued operations, net of income taxes was $39.6 million for the year ended December 31, 2021 compared to $10.5 million for the year ended December 31, 2020. The $29.2 million increase primarily resulted from restricted stock awards of BM Technologies' common stock granted to certain team members of BMT and the effect of the divestiture being treated as a taxable asset sale for tax purposes, offset in part by a tax benefit related to the restricted stock awards in 2021. See "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements for additional information.

67

Preferred stock dividends and loss on redemption of preferred stock

Preferred stock dividends were $11.7 million and $14.0 million for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, Customers redeemed all of the outstanding shares of Series C and Series D Preferred Stock for an aggregate payment of $82.5 million, at a redemption price of $25.00 per share. The redemption price paid in excess of the carrying value of Series C and Series D Preferred Stock of $2.8 million is included as a loss on redemption of preferred stock in the consolidated statement of income for the year ended December 31, 2021. After giving effect to the redemption, no shares of the Series C and Series D Preferred Stock remained outstanding. There were no changes to the amount of preferred stock outstanding during the year ended December 31, 2020. See "NOTE 13 – SHAREHOLDERS EQUITY" to Customers' audited financial statements for additional information.

On June 15, 2020, the Series C preferred stock became floating at three-month LIBOR plus 5.30% compared to a fixed rate of 7.00%. On March 15, 2021, the Series D preferred stock became floating at three-month LIBOR plus 5.09%, compared to a fixed rate of 6.50%. On June 15, 2021, the Series E Preferred Stock became floating at three-month LIBOR plus 5.14%, compared to a fixed rate of 6.45%. On December 15, 2021, the Series F Preferred Stock became floating at three-month LIBOR plus 4.762%, compared to a fixed rate of 6.00%.

NET INTEREST INCOME

Net interest income (the difference between the interest earned on loans and leases, investments and interest-earning deposits with banks, and interest paid on deposits, borrowed funds and subordinated debt) is the primary source of Customers' earnings. The following table summarizes Customers' net interest income, related interest spread, net interest margin and the dollar amount of changes in interest income and interest expense for the major categories of interest-earning assets and interest-bearing liabilities for the years ended December 31, 2021 and 2020. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.

68

For the Years Ended December 31,For the Years Ended December 31,
202120202021 vs. 2020
(dollars in thousands)Average balanceInterest income or expenseAverage yield or costAverage balanceInterest income or expenseAverage yield or costDue to rateDue to volumeTotal
Assets
Interest-earning deposits$1,169,416$1,5850.14%$564,218$3,3010.59%$(3,681)$1,965$(1,716)
Investment securities (1)1,753,64940,4132.30%836,81524,2062.89%(5,778)21,98516,207
Loans and leases:
Commercial loans to mortgage companies2,699,30083,3503.09%2,668,64283,0433.11%(574)881307
Multi-family loans1,501,87856,5823.77%2,020,64077,7433.85%(1,585)(19,576)(21,161)
Commercial and industrial loans and leases (2)3,068,005115,1923.75%2,581,119106,3754.12%(10,096)18,9138,817
PPP loans5,108,192279,1585.46%3,121,15765,5082.10%152,83760,813213,650
Non-owner occupied commercial real estate loans1,349,56351,4303.81%1,368,68453,4803.91%(1,326)(724)(2,050)
Residential mortgages339,84512,4053.65%422,69616,1373.82%(691)(3,041)(3,732)
Installment loans1,517,165138,7059.14%1,264,255109,7628.68%6,06222,88128,943
Total loans and leases (3)15,583,948736,8224.73%13,447,193512,0483.81%135,56589,209224,774
Other interest-earning assets59,3082,0643.48%85,0913,7494.41%(691)(994)(1,685)
Total interest-earning assets18,566,321$780,8844.21%14,933,317$543,3043.64%93,038144,542237,580
Non-interest-earning assets633,615592,770
Assets of discontinued operations78,714
Total assets$19,199,936$15,604,801
Liabilities
Interest checking accounts$4,006,354$27,6050.69%$2,098,138$18,7070.89%$(4,966)$13,864$8,898
Money market deposit accounts4,933,02722,9610.47%3,657,42235,0910.96%(21,756)9,626(12,130)
Other savings accounts1,358,7087,5840.56%1,162,47216,7341.44%(11,598)2,448(9,150)
Certificates of deposit619,8594,4910.72%1,357,68821,5131.58%(8,518)(8,504)(17,022)
Total interest-bearing deposits (4)10,917,94862,6410.57%8,275,72092,0451.11%(53,168)23,764(29,404)
Federal funds purchased22,110160.07%239,4814430.19%(175)(252)(427)
FRB PPP Liquidity Facility2,636,9259,2290.35%2,537,7448,9060.35%323323
Borrowings610,50323,9243.92%1,265,27938,2223.02%9,227(23,525)(14,298)
Total interest-bearing liabilities14,187,486$95,8100.68%12,318,224$139,6161.13%(62,309)18,503(43,806)
Non-interest-bearing deposits (4)3,470,7882,052,376
Total deposits and borrowings17,658,2740.54%14,370,6000.97%
Other non-interest-bearing liabilities304,078148,045
Liabilities of discontinued operations53,916
Total liabilities17,962,35214,572,561
Shareholders’ equity1,237,5841,032,240
Total liabilities and shareholders’ equity$19,199,936$15,604,801
Net interest earnings$685,074$403,688$155,347$126,039$281,386
Tax-equivalent adjustment (5)1,147874
Net interest earnings$686,221$404,562
Interest spread3.66%2.67%
Net interest margin3.69%2.70%
Net interest margin tax equivalent (5)3.70%2.71%
Net interest margin tax equivalent, excluding PPP loans (6)3.16%2.96%

(1)For presentation in this table, average balances and the corresponding average yields for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.

(2)Includes owner occupied commercial real estate loans.

(3)Includes non-accrual loans, the effect of which is to reduce the yield earned on loans and leases, and deferred loan fees.

(4)Total costs of deposits (including interest bearing and non-interest-bearing) were 0.44% and 0.89% for the years ended December 31, 2021 and 2020, respectively.

(5)Non-GAAP tax-equivalent basis, using an estimated marginal tax rate of 26% for both the years ended December 31, 2021 and 2020, presented to approximate interest income as a taxable asset. Management uses non-GAAP measures to present historical periods comparable to the current period presentation. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedule that follows this table.

(6)Non-GAAP tax-equivalent basis, as described in note (5) for the years ended December 31, 2021 and 2020, excluding net interest income from PPP loans and related borrowings, along with the related PPP loan balances and PPP fees receivable from interest-earning assets. Management uses non-GAAP measures to present historical periods comparable to the current period presentation. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedule that follows this table.

69

Net interest income increased $281.4 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 as average interest-earning assets increased by $$3.6 billion, primarily related to PPP loan originations and purchases of the latest round of PPP loans, increases in investment securities, interest-earning deposits, commercial and industrial loans, installment loans and commercial loans to mortgage companies, partially offset by decreases in multi-family loans as the loan mix improved year-over-year. The overall average loans and leases receivable balance fluctuations were the result of Customers' strategic efforts to reduce the lower-yielding loans in the multi-family portfolio and replace them with higher-yielding commercial and industrial and installment loans. Customers plans to grow the multi-family loan portfolio in future periods. The commercial loans to mortgage companies trend has been a function of greater refinance activity due to sharply lower interest rates, an increase in home purchase volumes and market share gains from other banks since early 2020. The refinancing activity has slowed since reaching its high level in early 2021.

The NIM increased by 99 basis points to 3.70% for the year ended December 31, 2021, from 2.71% for the year ended December 31, 2020 resulting primarily from the PPP loan forgiveness from the first two rounds and the latest round, as well as a shift in the mix of interest-earning assets and interest-bearing liabilities in a lower interest rate environment with the Federal Reserve interest rate cuts of 225 basis points beginning in August 2019. The PPP loan forgiveness from the first two rounds and the latest round, which accelerated the recognition of net deferred loan origination fees, drove a 92 basis points increase in the yield on total loans and leases and contributed to the NIM increase. The increase in interest-earning assets was primarily driven by increases in the origination and purchases of the latest round of PPP loans, investment securities, commercial and industrial loans and leases, commercial loans to mortgage companies and consumer installment loans, offset in part by decreases in multi-family loans. The shift in the mix of interest-earnings assets included $3.3 billion ($5.1 billion average balance) of PPP loans yielding 5.46%. The shift in the mix of interest-bearing liabilities in a lower interest rate environment drove a 45 basis point decline in the cost of interest-bearing liabilities for the year ended December 31, 2021 compared to the year ended December 31, 2020. The shift in interest-bearing liabilities included interest-bearing deposits of $12.3 billion ($10.9 billion average balance) costing 0.57%. Customers' total cost of deposits, including interest-bearing and non-interest bearing deposits) were 0.44% and 0.89% for the years ended December 31, 2021 and 2020, respectively. PPPLF borrowings with $2.6 billion average balance costing 0.35% were fully repaid during the year ended December 31, 2021. Customers' total cost of funds, including non-interest bearing deposits and borrowings was 0.54% and 0.97% for the years ended December 31, 2021 and 2020, respectively.

Customers’ net interest margin tables contain non-GAAP financial measures calculated using non-GAAP amounts. These measures include net interest margin tax equivalent and net interest margin tax equivalent, excluding PPP loans. Management uses these non-GAAP measures to compare the current period presentation to historical periods in prior filings. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities.

A reconciliation of net interest margin tax equivalent and net interest margin tax equivalent, excluding PPP loans for the years ended December 31, 2021 and 2020 is set forth below.

For the Years Ended December 31,
(dollars in thousands)20212020
Net interest income (GAAP)$685,074$403,688
Tax-equivalent adjustment1,147874
Net interest income tax equivalent (Non-GAAP)686,221404,562
Loans receivable, PPP net interest income(261,279)(54,583)
Net interest income tax equivalent, excluding PPP loans (Non-GAAP)$424,942$349,979
Average total interest-earning assets (GAAP)$18,566,321$14,933,317
Average PPP loans(5,108,192)(3,121,157)
Adjusted average total interest-earning assets (Non-GAAP)$13,458,129$11,812,160
Net interest margin (GAAP)3.69%2.70%
Net interest margin tax equivalent (Non-GAAP)3.70%2.71%
Net interest margin tax equivalent, excluding PPP loans (Non-GAAP)3.16%2.96%

70

PROVISION FOR CREDIT LOSSES

For more information about the provision and Customers' ACL methodology and loss experience, see Critical Accounting Policies and Estimates and "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" and "NOTE 8 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES" to Customers' audited financial statements.

Customers maintains an ACL to cover current expected credit losses as of the balance sheet date on loans and leases held for investment that are not reported at their fair value on a recurring basis. The ACL is increased through periodic provisions for credit losses on loans and leases that are charged as an expense on the consolidated statements of income and is reduced by charge-offs, net of recoveries. The loan and lease portfolio is reviewed quarterly to evaluate the performance of the portfolio and the adequacy of the ACL. The ACL is estimated as of the end of each quarter and compared to the balance recorded in the general ledger, net of charge-offs and recoveries. The allowance is adjusted to the estimated ACL balance with a corresponding charge (or debit) to the provision for credit losses on loans and leases.

The provision for credit losses is a charge to earnings to maintain the ACL at a level consistent with management’s assessment of expected lifetime losses in the loan and lease portfolio at the balance sheet date. Customers recorded provision for credit losses for loans and leases of $27.4 million and $62.8 million for the years ended December 31, 2021 and 2020, respectively, utilizing the CECL methodology under ASC 326. Customers recorded a benefit to provision of $0.2 million and $1.1 million of lending-related commitments for the year ended December 31, 2021 and 2020, respectively, utilizing the CECL methodology. The $35.3 million decrease in the provision for credit losses for the year ended December 31, 2021 compared to the year ended December 31, 2020 reflects the continuing improvement in macroeconomic forecasts since the beginning of COVID-19 pandemic in first quarter 2020, partially offset by the growth in loans and leases, primarily in consumer installment loans. Customers adopted ASC 326 on January 1, 2020. Upon adoption, the ACL for loans and leases and lending-related unfunded commitments increased by $79.8 million and $3.4 million, respectively, with the after-tax cumulative effect recorded to retained earnings.

Net charge-offs for the year ended December 31, 2021 were $33.8 million, or 22 basis points of average total loans and leases, compared to $54.8 million, or 41 basis points of average total loans and leases for the year ended December 31, 2020. The increase in net charge-offs primarily relate to the charge-offs in consumer installment loans, partially offset by partial charge-offs of two commercial real estate collateral dependent loans in 2020. The two commercial real estate collateral dependent loans were sold in August 2020 and January 2021.

NON-INTEREST INCOME

The table below presents the components of non-interest income for the years ended December 31, 2021 and 2020.

For the Years Ended December 31,Change% Change
(dollars in thousands)20212020
Interchange and card revenue$336$646$(310)(48.0)%
Deposit fees3,7742,5261,24849.4%
Commercial lease income21,10718,1392,96816.4%
Bank-owned life insurance8,4167,0091,40720.1%
Mortgage warehouse transactional fees12,87411,5351,33911.6%
Gain (loss) on sale of SBA and other loans11,3272,0099,318463.8%
Loan fees7,5275,6521,87533.2%
Mortgage banking income1,5361,693(157)(9.3)%
Gain (loss) on sale of investment securities31,39220,07811,31456.4%
Unrealized gain (loss) on investment securities2,7201,4471,27388.0%
Loss on sale of foreign subsidiaries(2,840)(2,840)NM
Unrealized gain (loss) on derivatives3,208(3,951)7,159(181.2)%
Loss on cash flow hedge derivative terminations(24,467)(24,467)NM
Other957(2,965)3,922(132.3)%
Total non-interest income$77,867$63,818$14,04922.0%

71

Deposit fees

The $1.2 million increase in deposit fees for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from an increase in account analysis fees from mortgage finance companies due to higher deposit volume. There can be no assurance that Customers will earn deposit fees from mortgage finance companies in 2022 comparable to 2021, given lower refinancing activity in a higher interest rate environment.

Commercial lease income

Commercial lease income represents income earned on commercial operating leases generated by Customers' Equipment Finance Group in which Customers is the lessor. The $3.0 million increase in commercial lease income for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from the continued growth of Customers' equipment finance business.

Bank-owned life insurance

Bank-owned life insurance income represents income earned on life insurance policies owned by Customers including an increase in cash surrender value of the policies and any benefits paid by insurance carriers under the policies. The $1.4 million increase in bank-owned life insurance income for the year ended December 31, 2021 compared to the year ended December 31, 2020 resulted from the increase in cash surrender value of existing and new policies purchased and benefits paid by insurance carriers under the policies.

Mortgage warehouse transactional fees

The $1.3 million increase in mortgage warehouse transactional fees for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from an increase in refinancing activity driven by the decline in market interest rates that began in March 2020. There can be no assurance that Customers will earn mortgage warehouse transactional fees in 2022 comparable to 2021, given lower refinancing activity in a higher interest rate environment.

Gain (loss) on sale of SBA and other loans

The $9.3 million increase in gain (loss) on sale of SBA and other loans for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from a strategic initiative to sell SBA and consumer installment loans beginning in 2021. There can be no assurance that Customers will realize gains on the sale of loans in 2022 comparable to 2021, given significant uncertainty in the capital markets.

Loan fees

The $1.9 million increase in loan fees for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from an increase in fees earned on unused lines of credit and other fees from commercial borrowers.

Gain (loss) on sale of investment securities

The $11.3 million increase in gain (loss) on sale of investment securities for the year ended December 31, 2021 compared to the year ended December 31, 2020 reflects the gains realized from the sale of $689.9 million in AFS debt securities for the year ended December 31, 2021, compared to $387.8 million in AFS debt securities for the year ended December 31, 2020. There can be no assurance that Customers will realize gains on the sale of investment securities in 2022 comparable to 2021, given significant uncertainty in the capital markets which may impact Customers’ investment strategy.

Unrealized gain (loss) on investment securities

The $1.3 million increase in unrealized gain (loss) on investment securities for the year ended December 31, 2021 compared to the year ended December 31, 2020 reflects an increase in the unrealized gain of equity securities issued by a foreign entity that were held by CB Green Ventures Pte Ltd. and CUBI India Ventures Pte Ltd. Customers sold all outstanding shares in CB Green Ventures Pte Ltd. and CUBI India Ventures Pte Ltd. for $3.8 million in June 2021.

Loss on sale of foreign subsidiaries

The $2.8 million increase in loss on sale of foreign subsidiaries for the year ended December 31, 2021 compared to the year ended December 31, 2020 reflects the realized loss from the sale of CB Green Ventures Pte Ltd. and CUBI India Ventures Pte Ltd., which held the equity securities issued by a foreign entity in June 2021. Customers sold all outstanding shares in CB Green Ventures Pte Ltd. and CUBI India Ventures Pte Ltd. for $3.8 million in June 2021.

72

Unrealized gain (loss) on derivatives

The $7.2 million increase in unrealized gain (loss) on derivatives for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from increases of $7.6 million in credit valuation adjustment and credit derivatives due to changes in market interest rates, partially offset by $0.5 million decrease in interest rate swap fees.

Loss on cash flow hedge derivative terminations

The $24.5 million increase in loss on cash flow hedge derivative terminations for the year ended December 31, 2021 compared to the year ended December 31, 2020 reflects the early terminations of derivatives designated in cash flow hedging relationships and reclassification of the realized losses from accumulated other comprehensive income to earnings because the hedged forecasted transactions were no longer probable of occurring.

Other non-interest income

The $3.9 million increase in other non-interest income for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from a market value adjustment loss on two commercial real estate collateral dependent loans held for sale of $2.6 million in 2020, and increases of $0.8 million in gain from the sales of commercial lease assets and $0.2 million in SERP income.

On January 4, 2021, Customers completed the divestiture of BMT through a merger with MFAC. Accordingly, BMT's operating results have been presented as "Discontinued operations" within the accompanying consolidated financial statements and prior period amounts have been reclassified to conform with the current period presentation.

NON-INTEREST EXPENSE

The table below presents the components of non-interest expense for the years ended December 31, 2021 and 2020.

For the Years Ended December 31,Change% Change
(dollars in thousands)20212020
Salaries and employee benefits$108,202$94,067$14,13515.0%
Technology, communication and bank operations83,54450,66832,87664.9%
Professional services26,68813,55713,13196.9%
Occupancy12,14311,3627816.9%
Commercial lease depreciation17,82414,7153,10921.1%
FDIC assessments, non-income taxes, and regulatory fees10,06111,661(1,600)(13.7)%
Loan servicing10,7633,4317,332213.7%
Advertising and promotion1,5201,796(276)(15.4)%
Merger and acquisition related expenses4181,367(949)(69.4)%
Loan workout2653,143(2,878)(91.6)%
Deposit relationship adjustment fees6,2166,216NM
Other16,6639,2097,45480.9%
Total non-interest expense$294,307$214,976$79,33136.9%

Salaries and employee benefits

The $14.1 million increase in salaries and employee benefits for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from an increase in average full-time equivalent team members needed for future growth, annual merit increases, and an increase in incentive accruals tied to Customers' overall performance, increase in stock-based compensation related to new awards and compensation expense associated with an executive's retirement and other one-time benefits.

Technology, communications, and bank operations

The $32.9 million increase in technology, communications, and bank operations expense for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from the continued investment in the digital transformation efforts, increases in deposit servicing fees from higher deposits and interchange maintenance fees from higher debit card spend, that were paid to BM Technologies, the successor entity to BMT that was divested on January 4, 2021.

73

On January 4, 2021, Customers completed the divestiture of BMT through a merger with MFAC. Accordingly, BMT's operating results have been presented as "Discontinued operations" within the accompanying consolidated financial statements and prior period amounts have been reclassified to conform with the current period presentation. In connection with the divestiture, we have entered into various agreements with BM Technologies, including a transition services agreement, software license agreement, deposit servicing agreement, non-competition agreement and loan agreement for periods ranging from one to ten years. Customers incurred expenses of $59.5 million to BM Technologies under the deposit servicing agreement, included within the technology, communication and bank operations expense in the income from continuing operations during the year ended December 31, 2021. The deposit service agreement is scheduled to expire on December 31, 2022 and will not be renewed. As of December 31, 2021, Customers held $1.8 billion of deposits serviced by BM Technologies, which are expected to leave Customers Bank by December 31, 2022. The loan agreement with BM Technologies was terminated early in November 2021. The transition services agreement with BM Technologies, as amended, expires on March 31, 2022, except for accounting services which expired on February 15, 2022. For additional information, refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements.

Professional services

The $13.1 million increase in professional services for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from outside professional services used to support the PPP forgiveness process and our participation in the latest round of PPP.

Commercial lease depreciation

The $3.1 million increase in commercial lease depreciation for the year ended December 31, 2021 compared to the year ended December 31, 2020 resulted from the continued growth of the operating lease arrangements originated by Customers' Equipment Finance Group in which Customers is the lessor.

FDIC assessments, non-income taxes, and regulatory fees

The $1.6 million decrease in FDIC assessments, non-income taxes, and regulatory fees for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from a decrease in FDIC assessment rates resulting from lower premiums from Customers' improved performance rating.

Loan servicing

The $7.3 million increase in loan servicing for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from servicing fees paid to third party servicers associated with the participation in the latest round of PPP, the PPP forgiveness process, and the growth in consumer installment loans.

Merger and acquisition related expenses

The $0.9 million decrease in merger and acquisition related expenses for the year ended December 31, 2021 compared to the year ended December 31, 2020 resulted from the merger of BankMobile Technologies, Inc. and Megalith Financial Acquisition Corp. completed on January 4, 2021.

Loan workout

The $2.9 million decrease in loan workout for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from the workout of two commercial relationships in 2020.

Deposit relationship adjustment fees

The $6.2 million increase in deposit relationship adjustment fees for the year ended December 31, 2021 compared to the year ended December 31, 2020 resulted from a make-whole fee paid to a single high-cost deposit customer to amend a long-term deposit contract as a part of Customers' ongoing initiative to lower its cost of funds.

Other non-interest expenses

The $7.5 million increase in other non-interest expenses for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from increases in provision for operating expenses of $1.6 million, expenses related to the participation in the latest round of PPP of $1.4 million, litigation settlement of $1.2 million, $1.0 million in charitable contributions and corporate sponsorships, $0.9 million in provision for credit losses on lending-related unfunded commitments and $0.9 million in directors fees, partially offset by a legal contingency accrual of $1.0 million related to the settlement of the previously disclosed matter with the ED in 2020.

74

INCOME TAXES

The table below presents income tax expense from continuing operations and the effective tax rate for the years ended December 31, 2021 and 2020.

For the Years Ended December 31,
(dollars in thousands)20212020Change% Change
Income before income tax expense$441,208$189,756$251,452132.5%
Income tax expense86,94046,71740,22386.1%
Effective tax rate19.7%24.6%

The $40.2 million increase in income tax expense for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from an increase in pre-tax income from continuing operations. The decrease in the effective tax rate for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily resulted from an increase in investment tax credits, the recognition of a deferred tax asset related to the outside basis difference of foreign subsidiaries, excess tax benefits from stock option exercises and state apportionment rates, partially offset by the dilution of the permanent tax differences and other tax benefits as a result of higher pre-tax income from continuing operations and an increase in compensation expense associated with an executive's retirement that exceeded the limit for tax deduction purposes. For the reconciliation of the effective tax rate and the statutory federal tax rate, refer to "NOTE 16 – INCOME TAXES" to Customers' audited financial statements.

NET LOSS FROM DISCONTINUED OPERATIONS

On January 4, 2021, Customers Bancorp completed the previously announced divestiture of BMT, the technology arm of its BankMobile segment, to MFAC Merger Sub Inc., an indirect wholly-owned subsidiary of MFAC, pursuant to an Agreement and Plan of Merger, dated August 6, 2020, by and among MFAC, MFAC Merger Sub Inc., BMT, Customers Bank, the sole stockholder of BMT, and Customers Bancorp, the parent bank holding company for Customers Bank (as amended on November 2, 2020 and December 8, 2020). In connection with the closing of the divestiture, MFAC changed its name to “BM Technologies, Inc.” Following the completion of the divestiture of BMT, BankMobile's serviced deposits and loans and the related net interest income have been combined with Customers' financial condition and the results of operations as a single reportable segment.

The assets and liabilities of BMT have been presented as "Assets of discontinued operations" and "Liabilities of discontinued operations" on the consolidated balance sheet at December 31, 2020. BMT's operating results and associated cash flows have been presented as "Discontinued operations" within the accompanying audited financial statements and prior period amounts have been reclassified to conform with the current period presentation.

The table below presents the loss from discontinued operations, net of income taxes for the years ended December 31, 2021 and 2020.

For the Years Ended December 31,
(dollars in thousands)20212020Change% Change
Loss from discontinued operations before income tax expense (benefit)$(20,354)$(13,798)$(6,556)47.5%
Income tax expense (benefit) from discontinued operations19,267(3,337)22,604(677.4)%
Net loss from discontinued operations$(39,621)$(10,461)$(29,160)278.7%

Customers' loss from discontinued operations of $20 million for the year ended December 31, 2021, compared to loss from discontinued operations of $13.8 million for the year ended December 31, 2020, consisted of restricted stock awards in BM Technologies' common stock distributed to certain team members of BMT in the form of severance payments and compensation costs for the restricted stock units of Customers Bancorp previously granted to certain team members of BMT that vested upon completion of the divestiture on January 4, 2021.

Income tax expense from discontinued operations of $19.3 million for the year ended December 31, 2021, compared to an income tax benefit of $3.3 million for the year ended December 31, 2020, resulted from the effect of the divestiture being treated as a taxable asset sale for tax purposes, offset in part by the reversal of a valuation allowance on certain state deferred tax assets which can be realized as a result of the gain from the divestiture and the tax benefits related to the restricted stock awards in BM Technologies's common stock and vesting of restricted stock units of Customers Bancorp to certain team members of BMT.

75

In connection with the divestiture, Customers has also entered into various agreements with BM Technologies, including a transition services agreement, software license agreement, deposit servicing agreement, non-competition agreement and loan agreement for periods ranging from one to ten years. Customers incurred expenses of $59.5 million to BM Technologies under the deposit servicing agreement included in technology, communication and bank operations within the income from continuing operations during the year ended December 31, 2021. The deposit service agreement is scheduled to expire on December 31, 2022 and will not be renewed. As of December 31, 2021, Customers held $1.8 billion of deposits serviced by BM Technologies, which are expected to leave Customers Bank by December 31, 2022. The loan agreement with BM Technologies was terminated early in November 2021. The transition services agreement with BM Technologies, as amended, expires on March 31, 2022, except for accounting services which expired on February 15, 2022. Refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements for additional information.

PREFERRED STOCK DIVIDENDS AND LOSS ON REDEMPTION OF PREFERRED STOCK

Preferred stock dividends were $11.7 million and $14.0 million for the year ended December 31, 2021 and 2020, respectively. On September 15, 2021, Customers redeemed all of the outstanding shares of Series C and Series D Preferred Stock for an aggregate payment of $82.5 million, at a redemption price of $25.00 per share. The redemption price paid in excess of the carrying value of Series C and Series D Preferred Stock of $2.8 million is included as a loss on redemption of preferred stock in the consolidated statement of income for the year ended December 31, 2021. After giving effect to the redemption, no shares of the Series C and Series D Preferred Stock remained outstanding. There were no changes to the amount of preferred stock outstanding during the year ended December 31, 2020. Refer to "NOTE 13 – SHAREHOLDERS' EQUITY" to Customers' audited financial statements for additional information.

On June 15, 2020, the Series C preferred stock became floating at three-month LIBOR plus 5.30% compared to a fixed rate of 7.00%. On March 15, 2021, Series D Preferred Stock became floating at three-month LIBOR plus 5.09%, compared to a fixed rate of 6.50%. On June 15, 2021, the Series E Preferred Stock became floating at three-month LIBOR plus 5.14%, compared to a fixed rate of 6.45%. On December 15, 2021, the Series F Preferred Stock became floating at three-month LIBOR plus 4.762%, compared to a fixed rate of 6.00%.

Financial Condition

General

Customers' total assets were $19.6 billion at December 31, 2021. This represented a $1.1 billion increase from total assets of $18.4 billion at December 31, 2020. The increase in total assets was primarily driven by increases of $2.6 billion in investment securities and $1.4 billion in loans and leases receivable and a decrease in ACL of $6.4 million., partially offset by decreases of $1.3 billion in loans receivable, mortgage warehouse, at fair value, $1.3 billion in loans receivable, PPP, $175.3 million in cash and cash equivalents and $62.8 million in loans held for sale.

Total liabilities were $18.2 billion at December 31, 2021. This represented a $0.9 billion increase from $17.3 billion at December 31, 2020. The increase in total liabilities primarily resulted from increases in total deposits of $5.5 billion and other borrowings of $99.0 million, offset in part by decreases in the PPPLF of $4.4 billion, federal funds purchased of $175.0 million and FHLB advances of $150.0 million.

On January 4, 2021, Customers Bancorp completed the previously announced divestiture of BMT, the technology arm of its BankMobile segment, to MFAC Merger Sub Inc., an indirect wholly-owned subsidiary of MFAC, pursuant to an Agreement and Plan of Merger, dated August 6, 2020, by and among MFAC, MFAC Merger Sub Inc., BMT, Customers Bank, the sole stockholder of BMT, and Customers Bancorp, the parent bank holding company for Customers Bank (as amended on November 2, 2020 and December 8, 2020). In connection with the closing of the divestiture, MFAC changed its name to “BM Technologies, Inc.” Following the completion of the divestiture of BMT, BankMobile's serviced deposits and loans and the related net interest income have been combined with Customers' financial condition and the results of operations as a single reportable segment.

BMT's historical financial results for periods prior to the divestiture are reflected in Customers Bancorp’s consolidated financial statements as discontinued operations. The assets and liabilities of BMT have been presented as "Assets of discontinued operations" and "Liabilities of discontinued operations" on the consolidated balance sheet at December 31, 2020. BMT's operating results and associated cash flows have been presented as "Discontinued operations" within the accompanying audited financial statements and prior period amounts have been reclassified to conform with the current period presentation.

76

The following table sets forth certain key condensed balance sheet data:

December 31,
(dollars in thousands)20212020Change% Change
Cash and cash equivalents$518,032$693,354$(175,322)(25.3)%
Investment securities, at fair value3,817,1501,210,2852,606,865215.4%
Loans held for sale16,25479,086(62,832)(79.4)%
Loans receivable, mortgage warehouse, at fair value2,284,3253,616,432(1,332,107)(36.8)%
Loans receivable, PPP3,250,0084,561,365(1,311,357)(28.7)%
Loans and leases receivable9,018,2987,575,3681,442,93019.0%
Allowance for credit losses on loans and leases(137,804)(144,176)6,372(4.4)%
Bank-owned life insurance333,705280,06753,63819.2%
Other assets305,611338,438(32,827)(9.7)%
Assets of discontinued operations62,055(62,055)(100.0)%
Total assets19,575,02818,439,2481,135,7806.2%
Total deposits16,777,92411,309,9295,467,99548.3%
Federal funds purchased75,000250,000(175,000)(70.0)%
FHLB advances700,000850,000(150,000)(17.6)%
Other borrowings223,086124,03799,04979.9%
Subordinated debt181,673181,3942790.2%
FRB PPP Liquidity Facility4,415,016(4,415,016)(100.0)%
Accrued interest payable and other liabilities251,128152,08299,04665.1%
Liabilities of discontinued operations39,704(39,704)(100.0)%
Total liabilities18,208,81117,322,162886,6495.1%
Total shareholders’ equity1,366,2171,117,086249,13122.3%
Total liabilities and shareholders’ equity$19,575,028$18,439,248$1,135,7806.2%

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks and interest-earning deposits. Cash and due from banks consists mainly of vault cash and cash items in the process of collection. Cash and due from banks were $35.2 million and $78.1 million at December 31, 2021 and 2020, respectively. Cash and cash due from banks balances vary from day to day, primarily due to variations in customers’ deposit activities with the Bank.

Interest-earning deposits consist of cash deposited at other banks, primarily the FRB. Interest-earning deposits were $482.8 million and $615.3 million at December 31, 2021 and 2020, respectively. The balance of interest-earning deposits varies from day to day, depending on several factors, such as fluctuations in customers’ deposits with Customers, payment of checks drawn on customers’ accounts and strategic investment decisions made to maximize Customers' net interest income, while effectively managing interest-rate risk and liquidity. The decrease in interest-earning deposits since December 31, 2020 primarily resulted from managing liquidity as excess funds from the forgiveness of PPP loans and customers' deposits have been invested in higher interest-earning assets.

Investment Securities

The investment securities portfolio is an important source of interest income and liquidity. It consists of mortgage-backed securities and collateralized mortgage obligations guaranteed by agencies of the United States government, U.S. government agency securities, asset-backed securities, collateralized loan obligations, commercial mortgage-backed securities, private label collateralized mortgage obligations, state and political subdivision debt securities, corporate notes and equity securities. In addition to generating revenue, the investment portfolio is maintained to manage interest-rate risk, provide liquidity, serve as collateral for other borrowings, and diversify the credit risk of interest-earning assets. The portfolio is structured to optimize net interest income given the changes in the economic environment, liquidity position and balance sheet mix.

77

At December 31, 2021, investment securities totaled $3.8 billion compared to $1.2 billion at December 31, 2020. The increase primarily resulted from the purchases of asset-backed securities, collateralized loan obligations, agency-guaranteed mortgage-backed securities, agency-guaranteed collateralized mortgage obligations, private label collateralized mortgage obligations, commercial mortgage-backed securities, corporate notes and equity securities totaling $3.6 billion, partially offset by the sale of $689.9 million of asset-backed securities, U.S. government agencies securities, agency-guaranteed mortgage-backed securities, agency-guaranteed collateralized mortgage obligations and corporate notes and maturities, calls and principal repayments totaling $317.0 million for the year ended December 31, 2021.

For financial reporting purposes, AFS debt securities are carried at fair value. Unrealized gains and losses on AFS debt securities, other than credit losses, are included in other comprehensive income (loss) and reported as a separate component of shareholders’ equity, net of the related tax effect. Changes in the fair value of equity securities with a readily determinable fair value and securities reported at fair value based on a fair value option election are recorded in non-interest income in the period in which they occur.

The following table sets forth information about the maturities and weighted-average yield of the investment securities portfolio. The weighted-average yield is computed based on a constant effective interest rate over the contractual life of each security adjusted for prepayment estimates, and considers the contractual coupon, amortization of premiums and accretion of discounts. Yields are not reported on a tax-equivalent basis. Yields exclude the impact of related hedging derivatives.

December 31, 2021
Within one yearAfter one but within five yearsAfter five but within ten yearsNo specific maturityTotal
Asset-backed securities%%%3.23%3.23%
Agency-guaranteed residential mortgage-backed securities1.801.80
Agency-guaranteed commercial mortgage-backed securities1.771.77
Agency-guaranteed residential collateralized mortgage obligations1.271.27
Agency-guaranteed commercial collateralized mortgage obligations0.910.91
Collateralized loan obligations1.341.34
Commercial mortgage-backed securities1.371.37
Corporate notes3.495.724.645.30
Private label collateralized mortgage obligations1.621.62
State and political subdivision debt securities1.501.50
Weighted-average yield3.49%5.72%4.52%1.59%2.15%

The agency-guaranteed mortgage-backed securities and collateralized mortgage obligations in the portfolio were issued by Fannie Mae, Freddie Mac, and Ginnie Mae and contain guarantees for the collection of principal and interest on the underlying mortgages.

LOANS AND LEASES

Existing lending relationships are primarily with small and middle market businesses and individual consumers primarily in Southeastern Pennsylvania (Bucks, Berks, Chester, Philadelphia and Delaware Counties); Harrisburg, Pennsylvania (Dauphin County); Rye Brook, New York (Westchester County); Hamilton, New Jersey (Mercer County); Boston, Massachusetts; Providence, Rhode Island; Portsmouth, New Hampshire (Rockingham County); Manhattan and Melville, New York; Washington, D.C.; Chicago, Illinois; Dallas, Texas; Orlando, Florida and Wilmington, North Carolina. The portfolios of loans to mortgage banking businesses is nationwide. The loan portfolio consists primarily of loans to support mortgage banking companies’ funding needs, multi-family/commercial real estate, and commercial and industrial loans. Customers continues to focus on small and middle market business loans to grow its commercial lending efforts, particularly its commercial and industrial loan and lease portfolio and its specialty mortgage lending business. Customers also focuses its lending efforts on local-market mortgage and home equity lending and the origination and purchase of unsecured consumer loans (installment loans), including personal, student loan refinancing, and home improvement loans through arrangements with fintech companies and other market place lenders nationwide. Following the completion of the divestiture of BMT, BankMobile's loans and serviced deposits and the related net interest income were combined with Customers' financial condition and the results of operations as a single reportable segment.

78

Commercial Lending

Customers' commercial lending is divided into six groups: Business Banking, Small and Middle Market Business Banking, Specialty Banking, Multi-Family and Commercial Real Estate Lending, Mortgage Banking Lending, and SBA Lending. This grouping is designed to allow for greater resource deployment, higher standards of risk management, strong asset quality, lower interest-rate risk and higher productivity levels. The commercial lending group focuses primarily on companies with annual revenues ranging from $1 million to $100 million, which typically have credit requirements between $0.5 million and $10 million. To further build its franchise and support the growth of its commercial lending initiatives, Customers' added three new verticals during 2021 within its Specialty Banking business which included fund finance, technology and venture capital banking and financial institutions group. These three new verticals provide financing to the private equity industry and cash management services to the alternative investment industry. Prior to adding these new verticals, its Specialty Banking business included lending to mortgage banking companies, equipment finance, warehouse lending, healthcare lending and real estate specialty finance. Customers also launched a pilot digital small balance 7(a) lending within its existing SBA Lending business in 2021.

As of December 31, 2021, Customers had $12.4 billion in commercial loans outstanding, totaling approximately 85.3% of its total loan and lease portfolio, which includes loans held for sale, loans receivable, mortgage warehouse, at fair value and PPP loans, compared to commercial loans outstanding of $14.2 billion, comprising approximately 89.8% of its total loan and lease portfolio, at December 31, 2020. Included in the $12.4 billion and $14.2 billion in commercial loans outstanding as of December 31, 2021 and 2020, respectively, were $3.3 billion and $4.6 billion of PPP loans, respectively. The PPP loans are fully guaranteed by the SBA, provided that the SBA's eligibility criteria are met and earn a fixed interest rate of 1.00%.

The small and middle market business banking platform originates loans, including SBA loans, through the branch network sales force and a team of dedicated relationship managers. The support administration of this platform is centralized including technology, risk management, product management, marketing, performance tracking and overall strategy. Credit and sales training has been established for Customers' sales force, ensuring that it has small business experts in place providing appropriate financial solutions to the small business owners in its communities. The division approach focuses on industries that offer high asset quality and are deposit rich to drive profitability.

Customers' lending to mortgage banking businesses primarily provides financing to mortgage bankers for residential mortgage originations from loan closing until sale in the secondary market. Many providers of liquidity in this segment exited the business in 2009 during a period of market turmoil. Customers saw an opportunity to provide liquidity to this business segment at attractive spreads, generate fee income and attract escrow deposits. The underlying residential loans are taken as collateral for Customers' commercial loans to the mortgage companies. As of December 31, 2021 and 2020, commercial loans to mortgage banking businesses totaled $2.3 billion and $3.6 billion, respectively, and are reported as loans receivable, mortgage warehouse, at fair value on the consolidated balance sheet.

Customers has been deemphasizing its multi-family loan portfolio, and investing in high credit quality higher-yielding commercial and industrial loans with the multi-family run-off. Customers plans to grow the multi-family loan portfolio in future periods. Customers' multi-family lending group is focused on retaining a portfolio of high-quality multi-family loans within Customers' covered markets. These lending activities primarily target the refinancing of loans with other banks using conservative underwriting standards and provide purchase money for new acquisitions by borrowers. The primary collateral for these loans is a first lien mortgage on the multi-family property, plus an assignment of all leases related to such property. As of December 31, 2021, Customers had multi-family loans of $1.5 billion outstanding, comprising approximately 10.2% of the total loan and lease portfolio, compared to $1.8 billion, or approximately 11.1% of the total loan and lease portfolio, at December 31, 2020.

The Equipment Finance Group offers equipment financing and leasing products and services for a broad range of asset classes. It services vendors, dealers, independent finance companies, bank-owned leasing companies and strategic direct customers in the plastics, packaging, machine tool, construction, transportation and franchise markets. As of December 31, 2021 and 2020, Customers had $378.7 million and $288.4 million, respectively, of equipment finance loans outstanding. As of December 31, 2021 and 2020, Customers had $146.5 million and $108.0 million of equipment finance leases outstanding, respectively. As of December 31, 2021 and 2020, Customers had $117.4 million and $102.9 million, respectively, of operating leases entered into under this program, net of accumulated depreciation of $40.7 million and $28.9 million, respectively.

On March 27, 2020, the CARES Act was signed into law and created funding for a new product called the PPP. The PPP is administered by the SBA and is intended to assist organizations with payroll related expenses. Customers, directly or through fintech partnerships and acquisitions, had $3.3 billion and $4.6 billion of PPP loans outstanding as of December 31, 2021 and 2020, respectively, which are fully guaranteed by the SBA, provided that the SBA's eligibility criteria are met and earn a fixed interest rate of 1.00%. The average loan size of the PPP portfolio from the first two rounds is approximately $50 thousand and approximately $20 thousand from the latest round.

79

Consumer Lending

Customers provides unsecured consumer loans, residential mortgage, and home equity loans to customers nationwide primarily through relationships with fintech companies. The installment loan portfolio consists largely of originated and purchased personal, student loan refinancing and home improvement loans. None of the loans are considered sub-prime at the time of origination. Customers has executed digitally over $1 billion in direct personal loan originations. Customers considers sub-prime borrowers to be those with FICO scores below 660. Customers has been selective in the consumer loans it has been purchasing. Home equity lending is offered to solidify customer relationships and grow relationship revenues in the long term. This lending is important in Customers' efforts to grow total relationship revenues for its consumer households. As of December 31, 2021, Customers had $2.1 billion in consumer loans outstanding, or 14.7% of the total loan and lease portfolio, compared to $1.6 billion, or 10.3% of the total loan and lease portfolio, as of December 31, 2020.

Purchases and sales of loans were as follows for the years ended December 31, 2021, 2020 and 2019:

For the Years Ended December 31,
(amounts in thousands)202120202019
Purchases (1)
Loans receivable, PPP$1,536,213$$
Residential real estate92,939495105,858
Installment (2)278,070269,6841,058,261
Total$1,907,222$270,179$1,164,119
Sales (3)
Multi-family$36,900$$
Commercial and industrial (4)47,1426,94022,267
Commercial real estate owner occupied (4)19,42016,320
Commercial real estate non-owner occupied18,36617,600
Residential real estate63,932230,285
Installment212,2551,822
Total$398,015$26,362$268,872

(1)Amounts reported represent the unpaid principal balance at time of purchase. The purchase price was 100.8%, 100.3% and 100.3% of the loans' unpaid principal balance during the years ended December 31, 2021, 2020 and 2019, respectively.

(2)Installment loan purchases for the years ended December 31, 2021 and 2020 consist of third-party originated unsecured consumer loans. None of the loans are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660.

(3)For the years ended December 31, 2021, 2020 and 2019, loan sales resulted in net gains of $12.9 million, $2.0 million and $2.8 million, respectively, included in gain (loss) on sale of SBA and other loans and mortgage banking income in the consolidated statements of income.

(4)Primarily sales of SBA loans.

Loans Held for Sale

The composition of loans held for sale as of December 31, 2021 and 2020 was as follows:

December 31,
(amounts in thousands)20212020
Commercial loans:
Commercial and industrial loan, at lower of cost or fair value$$55,683
Commercial real estate non-owner occupied loan, at lower of cost or fair value17,251
Total commercial loans held for sale72,934
Consumer loans:
Home equity conversion mortgages, at lower of cost or fair value507643
Residential mortgage loans, at fair value15,7475,509
Total consumer loans held for sale16,2546,152
Loans held for sale$16,254$79,086

80

At December 31, 2021, loans held for sale totaled $16.3 million, or 0.1% of the total loan and lease portfolio, and $79.1 million, or 0.5% of the total loan and lease portfolio, at December 31, 2020. During 2020, Customers transferred $401.1 million of multi-family loans from loans held for sale to loans receivable (held for investment) because it no longer had the intent to sell these loans. Customers transferred these loans at their carrying value, which approximated their fair value at the time of transfer.

Loans held for sale are carried on the balance sheet at either fair value (due to the election of the fair value option) or at the lower of cost or fair value. An ACL is not recorded on loans that are classified as held for sale.

Total Loans and Leases Receivable

The composition of total loans and leases receivable (excluding loans held for sale) was as follows:

December 31,
(amounts in thousands)20212020
Loans receivable, mortgage warehouse, at fair value$2,284,325$3,616,432
Loans receivable, PPP3,250,0084,561,365
Loans and leases receivable:
Commercial:
Multi-family1,486,3081,761,301
Commercial and industrial (1)3,424,7832,289,441
Commercial real estate owner occupied654,922572,338
Commercial real estate non-owner occupied1,121,2381,196,564
Construction198,981140,905
Total commercial loans and leases receivable6,886,2325,960,549
Consumer:
Residential real estate334,730317,170
Manufactured housing52,86162,243
Installment1,744,4751,235,406
Total consumer loans receivable2,132,0661,614,819
Loans and leases receivable9,018,2987,575,368
Allowance for credit losses(137,804)(144,176)
Total loans and leases receivable, net of allowance for credit losses on loans and leases (2)$14,414,827$15,608,989

(1)Includes direct finance leases of $146.5 million and $108.0 million at December 31, 2021 and 2020, respectively.

(2)Includes deferred (fees) costs and unamortized (discounts) premiums, net of $(52.0) million and $(54.6) million at December 31, 2021 and 2020, respectively.

Loans receivable, PPP

On March 27, 2020, the CARES Act was signed into law and created funding for a new product called the PPP. The PPP is administered by the SBA and is intended to assist organizations with payroll related expenses. Customers had $3.3 billion and $4.6 billion of PPP loans outstanding as of December 31, 2021 and 2020, respectively, which are fully guaranteed by the SBA, provided that the SBA's eligibility criteria are met and earn a fixed interest rate of 1.00%. Customers recognized interest income, including origination fees, of $279.2 million and $65.5 million for the years ended December 31, 2021 and 2020, respectively.

Loans receivable, mortgage warehouse, at fair value

The mortgage warehouse product line primarily provides financing to mortgage companies nationwide from the time of origination of the underlying mortgage loans until the mortgage loans are sold into the secondary market. As a mortgage warehouse lender, Customers provides a form of financing to mortgage bankers by purchasing for resale the underlying residential mortgages on a short-term basis under a master repurchase agreement. These loans are reported as loans receivable, mortgage warehouse, at fair value on the consolidated balance sheets. Because these loans are reported at their fair value, they do not have an ACL and are therefore excluded from ACL related disclosures. At December 31, 2021, all of Customers' commercial mortgage warehouse loans were current in terms of payment.

81

Customers is subject to the risks associated with such lending, including, but not limited to, the risks of fraud, bankruptcy and default of the mortgage banker or of the underlying residential borrower, any of which could result in credit losses. Customers' mortgage warehouse lending team members monitor these mortgage originators by obtaining financial and other relevant information to reduce these risks during the lending period. Loans receivable, mortgage warehouse, at fair value totaled $2.3 billion and $3.6 billion at December 31, 2021 and 2020, respectively.

Loans and leases receivable

Loans and leases receivable (excluding loans held for sale, loans receivable, mortgage warehouse, at fair value, and loans receivable, PPP), net of the ACL, increased by $1.4 billion to $8.9 billion at December 31, 2021, from $7.4 billion at December 31, 2020. The increase in loans and leases receivable, net of the ACL, was attributable to $6.4 million decrease in ACL, as further described below, and higher balances in the commercial and industrial, owner occupied commercial real estate, construction, consumer installment and residential real estate loan portfolios, with each portfolio increasing by $1.1 billion, $82.6 million, $58.1 million, $509.1 million, and $17.6 million respectively, from December 31, 2020. These increases were partially offset by reductions in the multi-family, non-owner occupied commercial real estate and manufactured housing loan portfolios, with each portfolio decreasing by $275.0 million, $75.3 million and $9.4 million, respectively, from December 31, 2020. The overall loans and leases receivable fluctuations were the result of Customers' strategic efforts to reduce the lower-yielding loans in the multi-family portfolio and replace them with higher-yielding commercial and industrial and installment loans. Customers plans to grow the multi-family loan portfolio in future periods.

The following table presents Customers' loans receivable (excluding loans held for sale, loans receivable, at fair value, and loans receivable, PPP) as of December 31, 2021 based on the remaining term to contractual maturity:

(amounts in thousands)Within one yearAfter one but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
Commercial loans:
Multi-family$127,032$221,435$1,137,841$$1,486,308
Commercial and industrial611,2632,222,734524,85765,9293,424,783
Commercial real estate owner occupied138,755266,378174,48775,302654,922
Commercial real estate non-owner occupied249,761549,177322,3001,121,238
Construction120,19442,60136,186198,981
Total commercial loans$1,247,005$3,302,325$2,195,671$141,231$6,886,232
Consumer loans:
Residential real estate$3,601$8,186$9,960$312,983$334,730
Manufactured housing2472,94233,65816,01452,861
Installment44,8561,526,154131,68841,7771,744,475
Total consumer loans$48,704$1,537,282$175,306$370,774$2,132,066

82

The following table presents the distribution of those loans that mature in more than one year between predetermined rates and floating or adjustable rates as of December 31, 2021:

(amounts in thousands)Predetermined ratesFloating or adjustable ratesTotal
Commercial loans:
Multi-family$258,366$1,100,910$1,359,276
Commercial and industrial702,7182,110,8022,813,520
Commercial real estate owner occupied78,235437,932516,167
Commercial real estate non-owner occupied358,000513,477871,477
Construction7,07371,71478,787
Total commercial loans$1,404,392$4,234,835$5,639,227
Consumer loans:
Residential real estate$233,901$97,228$331,129
Manufactured housing52,61452,614
Installment1,699,6191,699,619
Total consumer loans$1,986,134$97,228$2,083,362

Credit Risk

Customers manages credit risk by maintaining diversification in its loan and lease portfolio, establishing and enforcing prudent underwriting standards and collection efforts and continuous and periodic loan and lease classification reviews. Management also considers the effect of credit risk on financial performance by reviewing quarterly and maintaining an adequate ACL. Credit losses are charged-off when they are identified, and provisions are added for current expected credit losses, to the ACL at least quarterly. The ACL is estimated at least quarterly.

The provision for credit losses on loans and leases was $27.4 million and $62.8 million for the years ended December 31, 2021 and 2020, respectively. The ACL maintained for loans and leases receivable (excluding loans held for sale and loans receivable, mortgage warehouse, at fair value and PPP loans) was $137.8 million, or 1.53% of loans and leases receivable at December 31, 2021, and $144.2 million, or 1.90% of loans receivable, at December 31, 2020. Excluding loans receivable, PPP from total loans and leases receivable is a non-GAAP measure. Management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedule below.

The decrease in the ACL resulted primarily from lower ACL for the commercial loan portfolio due to continued improvement in macroeconomic forecasts at December 31, 2021, as compared to the impact of reserve build for the COVID-19 pandemic at December 31, 2020, offset in part by the increase in ACL for the consumer installment loan portfolio due to loan growth. Net charge-offs were $33.8 million for the year ended December 31, 2021, an increase of $21.0 million compared to $54.8 million for the year ended December 31, 2020. Commercial real estate non-owner occupied charge-offs in 2020 were attributable to the partial charge-off of two collateral dependent loans, which are not indicative of the overall commercial real estate portfolio. Installment charge-offs were attributable to originated and purchased unsecured consumer loans through arrangements with fintech companies and other market place lenders, which increased for the year ended December 31, 2021 compared to the same period in 2020 consistent with the loan growth. Please refer to the table of changes in Customers' ACL for net-charge offs to average loans by loan type for the periods indicated.

83

A reconciliation of the coverage of ACL for loans and leases held for investment to the ACL for loans and leases held for investment, excluding PPP loans as of December 31, 2021 and 2020 is set forth below.

December 31,
(dollars in thousands)20212020
Loans and leases receivable (GAAP)$12,268,306$12,136,733
Less: Loans receivable, PPP3,250,0084,561,365
Loans and leases held for investment, excluding PPP (Non-GAAP)$9,018,298$7,575,368
ACL for loans and leases (GAAP)$137,804$144,176
Coverage of ACL for loans and leases held for investment, excluding PPP (Non-GAAP)1.53%1.90%

The table below presents changes in Customers' ACL for the periods indicated.

(dollars in thousands)Multi-familyCommercial and industrialCommercial real estate owner occupiedCommercial real estate non-owner occupiedConstructionResidential real estateManufactured housingInstallmentTotal
Ending Balance, December 31, 2018$11,462$12,145$3,320$6,093$624$3,654$145$2,529$39,972
Charge-offs (1)(541)(532)(119)(297)(8,101)(9,590)
Recoveries (1)71,050236136273141,770
Provision for credit losses on loans and leases(4,771)2,893(1,202)150502(166)91525,90624,227
Ending Balance, December 31, 2019$6,157$15,556$2,235$6,243$1,262$3,218$1,060$20,648$56,379
Cumulative effect of change in accounting principle2,1717595,7737,918(98)1,5183,80257,98679,829
Charge-offs (1)(3,158)(78)(25,779)(60)(32,661)(61,736)
Recoveries (1)3,019281,293128862,3766,930
Provision for credit losses on loans and leases4,292(3,937)1,55429,7774,579(785)32826,96662,774
Ending Balance, December 31, 2020$12,620$12,239$9,512$19,452$5,871$3,977$5,190$75,315$144,176
Charge-offs (1)(1,132)(1,550)(749)(944)(130)(35,876)(40,381)
Recoveries (1)1,10250084125544,7186,583
Provision for credit losses on loans and leases(7,011)911(6,050)(12,382)(5,304)(1,518)(912)59,69227,426
Ending Balance, December 31, 2021$4,477$12,702$3,213$6,210$692$2,383$4,278$103,849$137,804
Net Charge-offs to Average Loans
2019(0.02)%0.03%0.02%%0.22%(0.04)%%(1.75)%(0.11)%
2020%(0.01)%(0.01)%(1.98)%0.10%0.01%%(2.40)%(0.75)%
2021(0.08)%(0.02)%(0.04)%(0.07)%0.07%(0.03)%%(2.08)%(0.44)%

(1) Charge-offs and recoveries on PCD and PCI loans that are accounted for in pools are recognized on a net basis when the pool matures.

The ACL is based on a quarterly evaluation of the loan and lease portfolio and is maintained at a level that management considers adequate to absorb expected losses as of the balance sheet date. All commercial loans, with the exception of PPP loans and commercial mortgage warehouse loans, which are reported at fair value, are assigned internal credit-risk ratings, based upon an assessment of the borrower, the structure of the transaction and the available collateral and/or guarantees. All loans and leases are monitored regularly by the responsible officer, and the risk ratings are adjusted when considered appropriate. The risk assessment allows management to identify problem loans and leases timely. Management considers a variety of factors and recognizes the inherent risk of loss that always exists in the lending process. Management uses a disciplined methodology to estimate an appropriate level of ACL. Refer to Critical Accounting Policies and Estimates herein and "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" to Customers' audited financial statements for Customers' adoption of CECL and management's methodology for estimating the ACL.

84

Approximately 50% of Customers’ commercial real estate, commercial and residential construction, consumer residential and commercial and industrial loan types have real estate as collateral (collectively, “the real estate portfolio”), primarily in the form of a first lien position. Current appraisals providing current value estimates of the property are received when Customers' credit group determines that the facts and circumstances have significantly changed since the date of the last appraisal, including that real estate values have deteriorated. The credit committee and loan officers review loans that are 15 or more days delinquent and all non-accrual loans on a periodic basis. In addition, loans where the loan officers have identified a “borrower of interest” are discussed to determine if additional analysis is necessary to apply the risk-rating criteria properly. The risk ratings for the real estate loan portfolio are determined based upon the current information available, including but not limited to discussions with the borrower, updated financial information, economic conditions within the geographic area and other factors that may affect the cash flow of the loan. If a loan is individually evaluated for impairment, the collateral value or discounted cash flow analysis is generally used to determine the estimated fair value of the underlying collateral, net of estimated selling costs, and compared to the outstanding loan balance to determine the amount of reserve necessary, if any. Appraisals used in this evaluation process are typically less than two years aged. For loans where real estate is not the primary source of collateral, updated financial information is obtained, including accounts receivable and inventory aging reports and relevant supplemental financial data to estimate the fair value of the loan, net of estimated selling costs, and compared to the outstanding loan balance to estimate the required reserve.

These impairment measurements are inherently subjective as they require material estimates, including, among others, estimates of property values in appraisals, the amounts and timing of expected future cash flows on individual loans, and general considerations for historical loss experience, economic conditions, uncertainties in estimating losses and inherent risks in the various credit portfolios, all of which require judgment and may be susceptible to significant change over time and as a result of changing economic conditions or other factors. Pursuant to ASC 326, individually assessed loans, consisting primarily of non-accrual and restructured loans, are considered in the methodology for determining the ACL. Individually assessed loans are generally evaluated based on the expected future cash flows or the fair value of the underlying collateral (less estimated costs to sell) if principal repayment is expected to come from the operation or sale of such collateral. Shortfalls in the underlying collateral value for loans or leases determined to be collateral dependent are charged off immediately. Subsequent to an appraisal or other fair value estimate, management will assess whether there was a further decline in the value of the collateral based on changes in market conditions or property use that would require additional impairment to be recorded to reflect the particular situation, thereby increasing the ACL on loans and leases.

The following table shows the ACL by various portfolios as of December 31, 2021 and 2020:

December 31,
20212020
(dollars in thousands)ACLPercent of loans in each category to loans and leases receivableACLPercent of loans in each category to loans and leases receivable
Multi-family$4,47716.5%$12,62023.3%
Commercial and industrial12,70238.0%12,23930.2%
Commercial real estate owner occupied3,2137.3%9,5127.5%
Commercial real estate non-owner occupied6,21012.4%19,45215.8%
Construction6922.2%5,8711.9%
Total commercial loans and leases27,29476.4%59,69478.7%
Residential real estate2,3833.7%3,9774.2%
Manufactured housing4,2780.6%5,1900.8%
Installment103,84919.3%75,31516.3%
Total consumer loans110,51023.6%84,48221.3%
Loans and leases receivable$137,804100.0%$144,176100.0%

85

Asset Quality

Customers segments the loan and lease receivables by product or other characteristic generally defining a shared characteristic with other loans or leases in the same group. Charge-offs from originated and acquired loans and leases are absorbed by the ACL. Section 4013 of the CARES Act, as amended by the CAA, gives entities temporary relief from the accounting and disclosure requirements for TDRs. In addition, on April 7, 2020, certain regulatory banking agencies issued an interagency statement that offers practical expedients for evaluating whether loan modifications in response to the COVID-19 pandemic are TDRs. For COVID-19 related loan modifications which met the loan modification criteria under either the CARES Act, as amended, or the criteria specified by the regulatory agencies, Customers elected to suspend TDR accounting for such loan modifications. At December 31, 2021, there were no commercial deferments related to COVID-19. At December 31, 2021, consumer deferments related to COVID-19 were $6.1 million. At December 31, 2020, commercial and consumer deferments related to COVID-19 were $202.1 million and $16.4 million, respectively. The schedule that follows includes both loans held for sale and loans held for investment. Customers had no pending commercial loan deferment requests as of December 31, 2021.

Asset Quality at December 31, 2021

(dollars in thousands)Total Loans and LeasesCurrent30-89 Days Past Due90 Days or More Past Due and AccruingNon-accrual/NPL (a)OREO and Repossessed Assets (b)NPA (a)+(b)NPL to Loan and Lease Type (%)NPA to Loans and Leases + OREO and Repossessed Assets (%)
Loan and Lease Type
Multi-family$1,486,308$1,461,972$1,682$$22,654$$22,6541.52%1.52%
Commercial and industrial3,424,7833,413,2295,4586,0966,0960.18%0.18%
Commercial real estate owner occupied654,922652,4472,4752,4750.38%0.38%
Commercial real estate non-owner occupied1,121,2381,118,4232,8152,8150.25%0.25%
Construction198,981198,981%%
Total commercial loans and leases receivable6,886,2326,845,0527,14034,04034,0400.49%0.49%
Residential334,730322,4844,5197,727357,7622.31%2.32%
Manufactured housing52,86144,8373,0751,3863,5631053,6686.74%6.93%
Installment1,744,4751,729,04811,6443,7833,7830.22%0.22%
Total consumer loans receivable2,132,0662,096,36919,2381,38615,07314015,2130.71%0.71%
Loans and leases receivable (1)9,018,2988,941,42126,3781,38649,11314049,2530.54%0.55%
Loans receivable, PPP (2)3,250,0083,250,008%%
Loans receivable, mortgage warehouse, at fair value2,284,3252,284,325%%
Total loans held for sale16,25415,7475075073.12%3.12%
Total portfolio$14,568,885$14,491,501$26,378$1,386$49,620$140$49,7600.34%0.34%

86

Asset Quality at December 31, 2021 (continued)

(dollars in thousands)Total Loans and LeasesNon-accrual/NPLACLReserves to Loans and Leases (%)Reserves to NPLs (%)
Loan and Lease Type
Multi-family$1,486,308$22,654$4,4770.30%19.76%
Commercial and industrial3,424,7836,09612,7020.37%208.37%
Commercial real estate owner occupied654,9222,4753,2130.49%129.82%
Commercial real estate non-owner occupied1,121,2382,8156,2100.55%220.60%
Construction198,9816920.35%%
Total commercial loans and leases receivable6,886,23234,04027,2940.40%80.18%
Residential334,7307,7272,3830.71%30.84%
Manufactured housing52,8613,5634,2788.09%120.07%
Installment1,744,4753,783103,8495.95%2,745.15%
Total consumer loans receivable2,132,06615,073110,5105.18%733.17%
Loans and leases receivable (1)9,018,29849,113137,8041.53%280.59%
Loans receivable, PPP (2)3,250,008%%
Loans receivable, mortgage warehouse, at fair value2,284,325%%
Total loans held for sale16,254507%%
Total portfolio$14,568,885$49,620$137,8040.95%277.72%

(1)Excluding loans receivable, PPP from total loans and leases receivable is a non-GAAP measure. Management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedules that follow this table.

(2)The tables exclude PPP loans of $3.3 billion, of which $6.3 million were 30-59 days past due and $21.8 million were 60 days or more past due as of December 31, 2021. PPP loans of $4.6 billion, were all current as of December 31, 2020. Claims for guarantee payments are submitted to the SBA for eligible PPP loans more than 60 days past due.

Customers’ asset quality table contains non-GAAP financial measures which exclude loans receivable, PPP from their calculations. Management uses these non-GAAP measures to compare the current period presentation to historical periods in prior filings. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing Customers’ financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities.

A reconciliation of loans and leases receivable, excluding loans receivable, PPP and other related amounts, at December 31, 2021, is set forth below.

(dollars in thousands)Total Loans and LeasesCurrent30-89 Days Past Due90 Days or More Past Due and AccruingNon-accrual/NPL (a)OREO and Repossessed Assets (b)NPA (a)+(b)NPL to Loan and Lease Type (%)NPA to Loans and Leases + OREO and Repossessed Assets (%)
Loans and leases receivable (GAAP)$12,268,306$12,191,429$26,378$1,386$49,113$140$49,2530.40%0.40%
Less: Loans receivable, PPP (1)3,250,0083,250,008%%
Loans receivable, excluding loans receivable, PPP (Non-GAAP)$9,018,298$8,941,421$26,378$1,386$49,113$140$49,2530.54%0.55%
Add: Loans held for sale16,254507
Loans receivable, excluding loans receivable, PPP (Non-GAAP)$9,034,552$49,6200.55%

87

(dollars in thousands)Total Loans and LeasesNon-accrual / NPLACLReserves to Loans and Leases (%)Reserves to NPLs (%)
Loans and leases receivable (GAAP)$12,268,306$49,113$137,8041.12%280.59%
Less: Loans receivable, PPP (1)3,250,008%%
Loans receivable, excluding loans receivable, PPP (Non-GAAP)$9,018,298$49,113$137,8041.53%280.59%

(1)Loans and leases receivable include PPP loans that are past due, as claims for guarantee payments are submitted to the SBA for eligible PPP loans more than 60 days past due.

The total loan and lease portfolio was $14.6 billion at December 31, 2021 compared to $15.8 billion at December 31, 2020 and $49.6 million, or 0.34% of loans and leases, were non-performing at December 31, 2021 compared to $70.5 million, or 0.45% of loans and leases, at December 31, 2020. The loan and lease portfolio was supported by an ACL of $137.8 million (277.72% of NPLs and 0.95% of total loans and leases) and $144.2 million (204.48% of NPLs and 0.91% of total loans and leases), at December 31, 2021 and 2020, respectively.

The tables below set forth non-accrual loans, NPAs and asset quality ratios:

December 31,
(amounts in thousands)20212020
Loans 90+ days delinquent still accruing (1)$1,386$1,951
Non-accrual loans$49,620$70,508
OREO and repossessed assets140667
Total non-performing assets$49,760$71,175

(1)Excludes PCD loans at December 31, 2021 and 2020.

December 31,
20212020
Non-accrual loans and leases to loans and leases receivable (1)0.54%0.69%
Non-accrual loans to total loans and leases0.34%0.45%
Non-performing assets to total assets0.25%0.39%
Non-accrual loans and loans 90+ days delinquent to total assets0.26%0.39%
Allowance for credit losses on loans and leases to:
Loans and leases receivable (1)1.53%1.90%
Non-accrual loans277.72%204.48%

(1)Excludes loans held for sale, loans receivable, mortgage warehouse, at fair value, and loans receivable, PPP. Excluding loans receivable, PPP from total loans and leases receivable is a non-GAAP measure. Management believes the use of these non-GAAP measures provides additional clarity when assessing Customers' financial results. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Please refer to the reconciliation schedules above that precedes this table.

The asset quality ratios related to NPAs, including non-accrual loans improved at December 31, 2021 as compared to December 31, 2020 primarily due to the sale of a multi-family loan in 2021, which was classified as held for sale at December 31, 2020. Please refer to Credit Risk above for information about the decrease in ACL affecting the related asset quality ratios at December 31, 2021 as compared to December 31, 2020.

88

The table below sets forth loans that were non-performing at December 31, 2021 and 2020.

December 31,
(amounts in thousands)20212020
Multi-family$22,654$21,728
Commercial and industrial6,0968,453
Commercial real estate owner occupied2,4753,411
Commercial real estate non-owner occupied2,8152,356
Residential real estate7,7279,911
Manufactured housing3,5632,969
Installment3,7833,211
Total non-performing loans$49,113$52,039

Asset quality assurance activities include careful monitoring of borrower payment status and the periodic review of borrower current financial information to ensure ongoing financial strength and borrower cash flow viability. Customers has established credit policies and procedures, seeks the consistent application of those policies and procedures across the organization and adjusts policies as appropriate for changes in market conditions and applicable regulations.

Problem Loan Identification and Management

To facilitate the monitoring of credit quality within the commercial and industrial, multi-family, commercial real estate and construction portfolios and for purposes of analyzing historical loss rates used in the determination of the ACL for individually assessed loans, Customers utilizes the following categories of risk ratings: pass (there are six risk ratings for pass loans), special mention, substandard, doubtful or loss. The risk-rating categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated regularly thereafter. Pass ratings, which are assigned to those borrowers who do not have identified potential or well-defined weaknesses and for whom there is a high likelihood of orderly repayment, are updated periodically based on the size and credit characteristics of the borrower. All other categories are updated on a quarterly basis, generally during the month preceding the end of the calendar quarter. While assigning risk ratings involves judgment, the risk-rating process allows management to identify riskier credits in a timely manner and allocate the appropriate resources to manage the loans and leases. PPP loans are excluded as these loans are fully guaranteed by the SBA.

Customers assigns a special mention rating to loans and leases that have potential weaknesses that deserve management’s close attention. If not addressed, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the loan and lease and Customers' financial position. At December 31, 2021 and 2020, special mention loans and leases were $230.1 million and $250.6 million, respectively, and are considered performing loans and are therefore not included in the tables above.

Risk ratings are not established for residential real estate, home equity loans, and installment loans mainly because these portfolios consist of a larger number of homogeneous loans with smaller balances. Instead, these portfolios are evaluated for risk mainly based on aggregate payment history through the monitoring of delinquency levels and trends.

A regular reporting and review process is in place to provide for proper portfolio oversight and control and to monitor those loans and leases identified as problem credits by management. This process is designed to assess Customers' progress in working toward a solution and to assist in determining an appropriate ACL. All loan work-out situations involve the active participation of management and are reported regularly to the Board of Directors. When a loan or lease becomes delinquent for 90 days or more, or earlier if considered appropriate, the loan is assigned to SAG for workout or other resolution.

Loan and lease charge-offs are determined on a case-by-case basis. Loans and leases are generally charged-off when principal is likely to be unrecoverable and after appropriate collection steps have been taken. Loan and lease charge-offs are proposed by the SAG and approved by the Board of Directors.

Loan and lease policies and procedures are reviewed internally for possible revisions and changes on a regular basis. In addition, these policies and procedures, together with the loan and lease portfolio, are reviewed on a periodic basis by various regulatory agencies and by our internal, external and loan review auditors, as part of their examination and audit procedures.

89

Troubled Debt Restructurings

At December 31, 2021, 2020 and 2019, there were $16.5 million, $16.1 million and $13.3 million, respectively, in loans categorized as a TDR. TDRs are reported as impaired loans in the period of their restructuring and are evaluated to determine whether they should be placed on non-accrual status. In subsequent years, a TDR may be returned to accrual status if the borrower satisfies a minimum six-month performance requirement; however, it will remain classified as impaired. Generally, Customers requires sustained performance for nine months before returning a TDR to accrual status.

Modification of PCD loans that are accounted for within loan pools in accordance with the accounting standards for PCD loans does not result in the removal of these loans from the pool even if the modification would otherwise be considered a TDR. Accordingly, as each pool is accounted for as a single asset with a single composite interest rate and an expectation of cash flows, modifications of loans within such pools are not reported as TDRs.

TDR modifications primarily involve interest-rate concessions, extensions of term, deferrals of principal and other modifications. Other modifications typically reflect other nonstandard terms which Customers would not offer in non-troubled situations. During the years ended December 31, 2021, 2020 and 2019, loans aggregating $3.5 million, $3.7 million and $1.4 million, respectively, were modified in TDRs. TDR modifications of loans within the commercial and industrial category were primarily extensions of term, deferrals of principal and other modifications; modifications of residential real estate loans were primarily extensions of term and deferrals of principal; and modifications of manufactured housing loans were primarily interest rate concessions, extensions of term and deferrals of principal. As of December 31, 2021, 2020 and 2019, there were no commitments to lend additional funds to debtors whose loans have been modified in TDRs.

As of December 31, 2021, 21 installment loans totaling $263 thousand, two manufactured housing loans totaling $71 thousand and one residential real estate loan for $121 thousand that were modified in TDRs within the past twelve months defaulted on payments. As of December 31, 2020, 15 installment loans totaling $226 thousand, six manufactured housing loans totaling $236 thousand and three residential real estate loans totaling $152 thousand that were modified in TDRs within the past twelve months defaulted on payments. As of December 31, 2019, three manufactured housing loans totaling $73 thousand and one residential real estate loan for $81 thousand that were modified in TDRs within the past twelve months defaulted on payments.

Loans modified in TDRs are evaluated for impairment. The nature and extent of impairment of TDRs, including those that have experienced a subsequent default, is considered in the determination of an appropriate level of ACL.

ACCRUED INTEREST RECEIVABLE

At December 31, 2021, accrued interest receivable totaled $92.2 million compared to $80.4 million at December 31, 2020. The increase primarily resulted from an increase in outstanding balances of interest-earning assets.

BANK PREMISES AND EQUIPMENT AND OTHER ASSETS

At December 31, 2021, bank premises and equipment, net of accumulated depreciation and amortization, totaled $8.9 million compared to $11.2 million at December 31, 2020. The decrease primarily resulted from purchases of bank premises and equipment of $0.6 million, partially offset by depreciation and amortization expenses of $2.3 million.

At December 31, 2021, Customers Bank’s restricted stock holdings totaled $64.6 million compared to $71.4 million at December 31, 2020. These holdings consist of stock of the FRB, the FHLB and Atlantic Community Bankers Bank and are required as part of our relationship with these banks.

At December 31, 2021, the cash surrender value of BOLI totaled $333.7 million compared to $280.1 million at December 31, 2020. Presented within BOLI on the consolidated balance sheet is the cash surrender value of the SERP balances of $11.5 million and $4.3 million at December 31, 2021 and 2020, respectively. Customers purchased additional BOLI and entered into the 2021 SERPs during the year ended December 31, 2021. For additional information, see "NOTE 14 - EMPLOYEE BENEFIT PLANS" to Customers' audited financial statements.

At December 31, 2021 and 2020, other assets totaled $305.6 million and $338.4 million, respectively. Other assets consist primarily of cash pledged for swaps, ROU lease assets, operating leases through Customers' Equipment Finance Group (net investment in operating leases of $118.3 million at December 31, 2021 compared to $103.9 million at December 31, 2020), mark-to-market adjustments for interest-rate swaps, investments in affordable housing projects, deferred tax assets, net, origination fees receivable from the SBA on certain PPP loans and prepaid expenses.

90

DEPOSITS

Customers offers a variety of deposit accounts, including checking, savings, MMDA and time deposits. Deposits are primarily obtained from Customers' geographic service area and nationwide through branchless digital banking, our white label relationship, deposit brokers, listing services and other relationships. In 2021, Customers began accepting non-interest bearing demand deposits from new customers on the TassatPay instant blockchain payments platform which launched in October 2021. Customers Bank provides blockchain-based digital payments via CBIT, which allows clients to make instant payments in U.S. dollars. CBIT may only be created by, transferred to and redeemed by commercial customers of Customers Bank on the instant B2B payments platform by maintaining U.S. dollars in non-interest bearing deposits at Customers Bank. As of December 31, 2021, Customers Bank held $1.9 billion of deposits from new customers participating in CBIT. For additional information, see "NOTE 11 - DEPOSITS" to Customers' audited financial statements.

The components of deposits at December 31, 2021 and 2020 were as follows:

December 31,
(dollars in thousands)20212020Change% Change
Demand, non-interest bearing$4,459,790$2,356,998$2,102,79289.2%
Demand, interest bearing6,488,4062,384,6914,103,715172.1%
Savings, including MMDA5,322,3905,916,309(593,919)(10.0)%
Non-time deposits16,270,58610,657,9985,612,58852.7%
Time deposits507,338651,931(144,593)(22.2)%
Total deposits$16,777,924$11,309,929$5,467,99548.3%

Total deposits were $16.8 billion at December 31, 2021, an increase of $5.5 billion, or 48.3%, from $11.3 billion at December 31, 2020. Non-time deposits increased by $5.6 billion, or 52.7%, to $16.3 billion at December 31, 2021, from $10.7 billion at December 31, 2020. This increase was primarily driven by Customers' initiative to improve its net interest margin by expanding its sources of lower-cost funding. These efforts led to increases in non-interest bearing demand deposits of $2.1 billion and interest bearing demand deposits of $4.1 billion. These increases were offset in part by decreases in savings, including MMDA, of $593.9 million, or 10.0% and time deposits of $144.6 million, or 22.2%.

At December 31, 2021 the Bank had $480.5 million in state and municipal deposits to which it had pledged $475.3 million of available borrowing capacity through the FHLB to the depositors through a letter of credit arrangement.

The total amount of estimated uninsured deposits totaled $12.1 billion and $7.3 billion at December 31, 2021 and 2020, respectively. Time deposits greater than the FDIC limit of $250,000 totaled $259.0 million and $297.7 million at December 31, 2021, and 2020, respectively. At December 31, 2021, the scheduled maturities of uninsured time deposits were as follows:

(amounts in thousands)December 31, 2021
3 months or less$106,766
Over 3 through 6 months38,479
Over 6 through 12 months50,723
Over 12 months63,056
Total$259,024

Average deposit balances by type and the associated average rate paid are summarized below:

For the Years Ended December 31,
20212020
(dollars in thousands)Average BalanceAverage Rate PaidAverage BalanceAverage Rate Paid
Demand, non-interest bearing$3,470,7880.00%$2,052,3760.00%
Demand, interest-bearing4,006,3540.69%2,098,1380.89%
Savings, including MMDA6,291,7350.49%4,819,8941.08%
Time deposits619,8590.72%1,357,6881.58%
Total$14,388,7360.44%$10,328,0960.89%

91

FHLB ADVANCES AND OTHER BORROWINGS

Borrowed funds from various sources are generally used to supplement deposit growth and meet other operating needs. Customers' borrowings generally include short-term and long-term advances from the FHLB, FRB, including from the PPPLF, federal funds purchased, senior unsecured notes and subordinated debt. Subordinated debt is also considered as Tier 2 capital for certain regulatory calculations. See "NOTE 12 – BORROWINGS" to Customers' audited financial statements for additional information on Customers' borrowings.

Short-term debt

Short-term debt at December 31, 2021 and 2020 was as follows:

December 31,
20212020
(dollars in thousands)AmountRateAmountRate
FHLB advances$700,0000.26%$850,0001.19%
Federal funds purchased75,0000.05%250,0000.09%
Total short-term borrowings$775,000$1,100,000

Long-term debt

FHLB and FRB Advances

Long-term FHLB and FRB advances at December 31, 2021 and 2020, were as follows:

December 31,
20212020
(dollars in thousands)AmountRateAmountRate
FRB PPP Liquidity Facility advances$%$4,415,0160.35%
Total long-term FHLB and FRB advances$$4,415,016

There were no long-term advances outstanding with the FHLB or FRB at December 31, 2021 and 2020, respectively.

Beginning in second quarter 2020, Customers began participating in the PPPLF, in which Federal Reserve Banks extend non-recourse loans to institutions that are eligible to make PPP loans. Only PPP loans that are guaranteed by the SBA under the PPP, with respect to both principal and interest that are originated or purchased by an eligible institution, may pledge as collateral to the Federal Reserve Banks. During the year ended December 31, 2021, Customers repaid the PPPLF advances. No new advances are available from the PPPLF after July 30, 2021.

The maximum borrowing capacity with the FHLB and FRB at December 31, 2021 and 2020, was as follows:

December 31,
(amounts in thousands)20212020
Total maximum borrowing capacity with the FHLB$2,973,635$2,729,516
Total maximum borrowing capacity with the FRB (1)183,052223,299
Qualifying loans serving as collateral against FHLB and FRB advances (1)3,594,3393,363,364

(1)Amounts reported in the above table exclude borrowings under the PPPLF, which are limited to the unpaid principal balance of the loans originated under the PPP. At December 31, 2021, Customers had no borrowings under the PPPLF. At December 31, 2020, Customers had $4.4 billion of borrowings under the PPPLF.

92

Senior Notes and Subordinated Debt

Long-term senior notes and subordinated debt at December 31, 2021 and 2020 were as follows:

December 31,
(dollars in thousands)20212020
Issued byRankingCarrying AmountCarrying AmountRateIssued AmountDate IssuedMaturityPrice
Customers BancorpSenior (1)$98,642$2.875%$100,000August 2021August 2031100.000%
Customers BancorpSenior24,67224,5524.500%25,000September 2019September 2024100.000%
Customers BancorpSenior99,77299,4853.950%100,000June 2017June 202299.775%
Total other borrowings$223,086$124,037
Customers BancorpSubordinated (2)(3)72,40372,2225.375%$74,750December 2019December 2034100.000%
Customers BankSubordinated (2)(4)109,270109,1726.125%110,000June 2014June 2029100.000%
Total subordinated debt$181,673$181,394

(1)The senior notes will bear an annual fixed rate of 2.875% until August 15, 2026. From August 15, 2026 until maturity, the notes will bear an annual interest rate equal to a benchmark rate. which is expected to be the three-month term SOFR, plus 0.0235 basis points. Customers Bancorp has the ability to call the senior notes, in whole, or in part, at a redemption price equal to100% of the principal balance at certain times on or after August 15, 2026.

(2)The subordinated notes qualify as Tier 2 capital for regulatory capital purposes.

(3)Customers Bancorp has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after December 30, 2029.

(4)The subordinated notes will bear an annual fixed rate of 6.125% until June 26, 2024. From June 26, 2024 until maturity, the notes will bear an annual interest rate equal to the three-month LIBOR plus 344.3 basis points. Customers Bank has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after June 26, 2024.

SHAREHOLDERS’ EQUITY

The components of shareholders’ equity were as follows at the dates indicated:

December 31,
(dollars in thousands)20212020Change% Change
Preferred stock$137,794$217,471$(79,677)(36.6)%
Common stock34,72232,9861,7365.3%
Additional paid in capital542,391455,59286,79919.1%
Retained earnings705,732438,581267,15160.9%
Accumulated other comprehensive income (loss), net(4,980)(5,764)784(13.6)%
Treasury stock(49,442)(21,780)(27,662)127.0%
Total shareholders' equity$1,366,217$1,117,086$249,13122.3%

Shareholders' equity increased by $249.1 million, or 22.3%, to $1.4 billion at December 31, 2021, when compared to shareholders' equity of $1.1 billion at December 31, 2020. The increase primarily resulted from increases in retained earnings of $267.2 million, additional paid in capital of $86.8 million and accumulated other comprehensive income (loss), net of $0.8 million, offset by a decrease in preferred stock of $79.7 million and an increase in treasury stock of $27.7 million.

The decrease in preferred stock resulted from redemption of all of the outstanding shares of Series C and Series D Preferred Stock for an aggregate payment of $82.5 million during the year ended December 31, 2021. Refer to "NOTE 13 – SHAREHOLDERS' EQUITY" to Customers' audited financial statements for additional information on the redemption of Series C and Series D Preferred Stock.

The increase in additional paid in capital primarily resulted from the sale of BMT that was accounted for as a sale of non-controlling interest and the merger between BMT and MFAC was accounted for as a reverse recapitalization of $31.9 million, merger related expense of $19.6 million in the form of restricted stock awards in BM Technologies' common stock to certain team members of BMT, $13.9 million from share-based compensation expense and $21.5 million from the issuance of common stock under share-based compensation arrangements for the year ended December 31, 2021. Refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements for additional information on the divestiture of BMT.

93

The increase in retained earnings primarily resulted from net income of $314.6 million for the year ended December 31, 2021, partially offset by $33.0 million of special dividends in connection with the divestiture of BMT, preferred stock dividends of $11.7 million and a loss of $2.8 million for the redemption price paid in excess of the carrying value of all of the outstanding shares of Series C and Series D Preferred Stock and for the year ended December 31, 2021.

The increase in accumulated other comprehensive income (loss), net primarily resulted from an increase of $12.3 million and income tax effect of $3.2 million in the fair value of cash flow hedges due to changes in market interest rates and reclassification of $27.0 million in losses and income tax effect of $7.0 million from the termination of derivatives designated as cash flow hedges of forecasted transactions that are deemed no longer probable of occurring during the year ended December 31, 2021, partially offset by unrealized losses of $6.8 million on AFS debt securities and income tax effect of $1.8 million and reclassification of $31.4 million in gains and income tax effect of $8.2 million resulting from the sales of AFS debt securities during the year ended December 31, 2021. Refer to "NOTE 21 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES" to Customers' audited financial statements for additional information on the termination of cash flow hedges.

The increase treasury stock resulted from repurchase of 527,789 shares of common stock for $27.7 million pursuant to the Share Repurchase Program during the year ended December 31, 2021. On August 25, 2021, the Board of Directors of Customers Bancorp authorized the Share Repurchase Program to repurchase up to 3,235,326 shares of the Company's common stock (representing 10% of the Company’s outstanding shares of common stock on June 30, 2021). The term of the Share Repurchase Program will extend for one year from September 27, 2021, unless earlier terminated. Purchases of shares under the Share Repurchase Program may be executed through open market purchases, privately negotiated transactions, through the use of Rule 10b5-1 plans, or otherwise. The exact number of shares, timing for such purchases, and the price and terms at and on which such purchases are to be made will be at the discretion of the Company and will comply with all applicable regulatory limitations. Refer to "NOTE 13 – SHAREHOLDERS' EQUITY" to Customers' audited financial statements for additional information on the repurchase of common shares.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity for a financial institution is a measure of that institution’s ability to meet depositors’ needs for funds, to satisfy or fund loan commitments and for other operating purposes. Ensuring adequate liquidity is an objective of the asset/liability management process. Customers coordinates its management of liquidity with its interest-rate sensitivity and capital position, and strives to maintain a strong liquidity position that is sufficient to meet Customers' short-term and long-term needs, commitments and contractual obligations.

Customers is involved with financial instruments and other commitments with off-balance sheet risks. Financial instruments with off-balance sheet risks are incurred in the normal course of business to meet the financing needs of the Bank's customers. These financial instruments include commitments to extend credit, including unused portions of lines of credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the balance sheet.

With commitments to extend credit, exposure to credit loss in the event of non-performance by the other party to the financial instrument is represented by the contractual amount of those instruments. The same credit policies are used in making commitments and conditional obligations as for on-balance-sheet instruments. Because they involve credit risk similar to extending a loan and lease, these financial instruments are subject to the Bank’s credit policy and other underwriting standards. See "NOTE 18 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK" to Customers' audited financial statements.As described in "NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION" to Customers' audited financial statements, ACL on lending related commitments is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which Customers is exposed to credit risk resulting from a contractual obligation to extend credit. No ACL is recognized if Customers have the unconditional right to cancel the obligation. Off-balance-sheet credit commitments primarily consist of amounts available under outstanding lines of credit and letters of credit disclosed above. For the period of exposure, the estimate of expected credit losses considers both the likelihood that funding will occur and the amount expected to be funded over the estimated remaining life of the commitment or other off-balance-sheet exposure. Customers estimates the expected credit losses for undrawn or unfunded commitments using a usage given default calculation. The lifetime loss rates for off-balance sheet credit exposures are calculated in the same manner as on-balance sheet credit exposures, using the same models and economic forecasts, adjusted for the estimated likelihood that funding will occur. Customers recorded $3.4 million of ACL for lending related commitments upon its adoption of ASC 326 and recognized a benefit to credit losses of $1.1 million during the year ended December 31, 2020 resulting in an ACL of $2.3 million as of December 31, 2020. Customers recognized a benefit to credit losses of $0.2 million during the year ended December 31, 2021 resulting in an ACL of $2.1 million as of December 31, 2021. The ACL on lending-related commitments is recorded in accrued interest payable and other liabilities in the consolidated balance sheet and the credit loss expense is recorded as a provision for credit losses within other non-interest expense in the consolidated income statement.

94

Customers' contractual obligations and other commitments representing required and potential cash outflows include operating leases, demand deposits, time deposits, federal funds purchased, short-term advances from FHLB, unsecured senior notes, subordinated debt, loan and other commitments as of December 31, 2021. See "NOTE 9 – LEASES", "NOTE 11 – DEPOSITS", "NOTE 12 – BORROWINGS" and "NOTE 18 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK" to Customers' audited financial statements for additional information.

Customers' investment portfolio provides periodic cash flows through regular maturities and amortization and can be used as collateral to secure additional funding. Customers' principal sources of funds are deposits, borrowings, principal and interest payments on loans and leases, other funds from operations, and proceeds from common and preferred stock issuances. Borrowing arrangements are maintained with the FHLB and the FRB to meet short-term liquidity needs. Longer-term borrowing arrangements are also maintained with the FHLB and FRB. As of December 31, 2021, Customers' borrowing capacity with the FHLB was $3.0 billion, of which $700.0 million was utilized in borrowings and commitments and $475.3 million of available capacity was utilized to collateralize state and municipal deposits. As of December 31, 2020, Customers' borrowing capacity with the FHLB was $2.7 billion, of which $854.2 million was utilized in borrowings and commitments; and $1.2 billion of available capacity was used to collateralize state and municipal deposits. As of December 31, 2021 and 2020, Customers' borrowing capacity with the FRB was $183.1 million and $223.3 million, respectively.

Beginning in second quarter 2020, Customers began participating in the PPPLF, in which Federal Reserve Banks extend non-recourse loans to institutions that are eligible to make PPP loans. Only PPP loans that are guaranteed by the SBA under the PPP, with respect to both principal and interest that are originated or purchased by an eligible institution, may be pledged as collateral to the Federal Reserve Banks. As of December 31, 2021, Customers had no borrowings under the PPPLF. As of December 31, 2020, Customers had $4.4 billion in borrowings under the PPPLF. No new advances are available from the PPPLF after July 30, 2021.

In October 2021, Customers Bank launched CBIT on the TassatPay blockchain-based instant B2B payments platform, which serves a growing array of B2B clients who want the benefit of instant payments: including key over-the-counter desks, exchanges, liquidity providers, market makers, funds, and B2B verticals such as trading operations, real estate, manufacturing, and logistics. CBIT may only be created by, transferred to and redeemed by commercial customers of Customers Bank on the instant B2B payments platform by maintaining U.S. dollars in non-interest bearing deposits at Customers Bank. CBIT is not listed or traded on any digital currency exchange. As of December 31, 2021, Customers Bank held $1.9 billion of deposits from new customers participating in CBIT.

The principal source of the Bancorp's liquidity is the dividends it receives from the Bank, which may be impacted by the following: bank-level capital needs, laws and regulations, corporate policies, contractual restrictions and other factors. The Bank has generated sufficient positive cash flows from operations to pay dividends to the Bancorp. However, there are statutory and regulatory limitations on the ability of the Bank to pay dividends or make other capital distributions or to extend credit to the Bancorp or its non-bank subsidiaries.

The table below summarizes Customers' cash flows from continuing operations for the years indicated:

For the Years Ended December 31,
(dollars in thousands)20212020Change% Change
Net cash provided by (used in) continuing operating activities$295,540$133,418$162,122121.5%
Net cash provided by (used in) continuing investing activities(1,201,261)(6,424,895)5,223,634(81.3)%
Net cash provided by (used in) continuing financing activities754,7756,772,793(6,018,018)(88.9)%
Net increase (decrease) in cash and cash equivalents from continuing operations$(150,946)$481,316$(632,262)(131.4)%

Cash flows provided by (used in) continuing operating activities

Cash provided by continuing operating activities of $295.5 million for the year ended December 31, 2021 resulted from net income of $354.3 million, an increase of $103.0 million in accrued interest payable and other liabilities and a decrease of $46.7 million in accrued interest receivable and other assets, partially offset by non-cash operating adjustments of $208.4 million.

Cash provided by continuing operating activities of $133.4 million for the year ended December 31, 2020 resulted from net income of $143.0 million, non-cash operating adjustments of $48.1 million and an increase of $50.4 million in accrued interest payable and other liabilities, partially offset by an increase of $108.1 million in accrued interest receivable and other assets.

Cash flows provided by (used in) continuing investing activities

Cash used in continuing investing activities of $1.2 billion for the year ended December 31, 2021 primarily resulted from purchases of investment securities available for sale of $3.6 billion and purchases of loans of $1.9 billion, partially offset by a net decrease in loans and leases, excluding mortgage warehouse loans, of $1.7 billion, primarily from the forgiveness of PPP loans, net of originations and

95

purchases, net repayments of mortgage warehouse loans of $1.3 billion, proceeds from sales of investment securities available for sale of $689.9 million, proceeds from sales of loans of $398.0 million and proceeds from maturities, calls and principal repayments on investment securities of $317.0 million.

Cash used in continuing investing activities of $6.4 billion for the year ended December 31, 2020 primarily resulted from a net increase in loans and leases, excluding mortgage warehouse loans of $4.2 billion primarily related to PPP loan originations, net originations of mortgage warehouse loans of $1.4 billion, purchases of investment securities available for sale of $1.2 billion and purchases of loans of $271.0 million, partially offset by proceeds from sales of investment securities available for sale of $387.8 million, proceeds from maturities, calls and principal repayments on investment securities of $236.1 million and proceeds from sales of loans of $26.4 million.

Cash flows provided by (used in) continuing financing activities

Cash provided by continuing financing activities of $754.8 million for the year ended December 31, 2021 primarily resulted from net increase of $5.5 billion in deposits and $98.8 million from issuance of 2.875% fixed-to-floating rate senior notes, partially offset by net decreases in long-term borrowed funds from the PPPLF of $4.4 billion, net federal funds purchased of $175.0 million, net short-term borrowed funds from the FHLB of $150.0 million, redemption of the Series C and Series D Preferred Stock of $82.5 million and purchases of treasury stock of $27.7 million. Customers fully repaid the borrowings from the PPPLF during the year ended December 31, 2021 due to increased PPP loan forgiveness and funding from deposits. For additional information on the redemption of preferred stock and purchases of treasury stock, refer to "NOTE 11 – SHAREHOLDERS' EQUITY" to Customers' unaudited consolidated financial statements.

Cash provided by continuing financing activities of $6.8 billion for the year ended December 31, 2020 primarily resulted from increases in borrowed funds from the PPPLF of $4.4 billion primarily to finance the PPP loan originations and deposits of $2.7 billion, partially offset by an decrease in net federal funds purchased of $288.0 million.

Cash flows from discontinued operations

On January 4, 2021, Customers Bancorp completed the previously announced divestiture of BMT. BMT's operating results and associated cash flows have been presented as "Discontinued operations" within the consolidated financial statements and prior period amounts have been reclassified to conform with the current period presentation. In connection with the divestiture, Customers entered into various agreements with BM Technologies, including a transition services agreement, software license agreement, deposit servicing agreement, non-competition agreement and loan agreement for periods ranging from one to ten years. The deposit service agreement is scheduled to expire on December 31, 2022 and will not be renewed. As of December 31, 2021, Customers held $1.8 billion of deposits serviced by BM Technologies, which are expected to leave Customers Bank by December 31, 2022. The loan agreement with BM Technologies was terminated early in November 2021. For additional information, refer to "NOTE 3 – DISCONTINUED OPERATIONS" to Customers' audited financial statements.

The table below summarizes Customers' cash flows from discontinued operations for the years indicated:

For the Years Ended December 31,
(dollars in thousands)20212020Change% Change
Net cash provided by (used in) discontinued operating activities$(24,376)$18,605$(42,981)(231.0)%
Net cash provided by (used in) discontinued investing activities(72)72(100.0)%
Net cash provided by (used in) discontinued financing activities(19,000)19,000(100.0)%
Net increase (decrease) in cash and cash equivalents from discontinued operations$(24,376)$(467)$(23,909)5,119.7%

Cash flows provided by (used in) discontinued operating activities

Cash used in discontinued operating activities of $24.4 million for the year ended December 31, 2021 resulted from a net loss of $39.6 million and a decrease in accrued interest payable and other liabilities of $40.7 million, offset in part by non-cash operating adjustments of $20.3 million and a decrease in other assets of $35.6 million.

Cash provided by discontinued operating activities of $18.6 million for the year ended December 31, 2020 resulted from a net loss of $10.5 million, offset in part by a decrease in other assets of $21.1 million an increase in accrued interest payable and other liabilities of $7.0 million and non-cash operating adjustments of $1.0 million.

96

Cash flows provided by (used in) discontinued financing activities

Cash used in discontinued financing activities of $19.0 million for the year ended December 31, 2020 resulted from partial repayment of $40.0 million in borrowings from the Bank in 2019. The remaining balance of $21.0 million in borrowings from the Bank was fully repaid by BM Technologies in 2021.

CAPITAL ADEQUACY

The Bank and Bancorp are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on Customers' financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and Bancorp must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items, as calculated under the regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

In first quarter 2020, U.S federal banking regulatory agencies permitted banking organizations to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 31, 2020, the U.S. federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows banking organizations to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. Customers has elected to adopt the interim final rule, which is reflected in the regulatory capital data presented below.

In April 2020, the U.S. federal banking regulatory agencies issued an interim final rule that permits banks to exclude the impact of participating in the SBA PPP program in their regulatory capital ratios. Specifically, PPP loans are zero percent risk weighted and a bank can exclude all PPP loans pledged as collateral to the PPPLF from its average total consolidated assets for purposes of calculating the Tier 1 capital to average assets ratio (i.e. leverage ratio). Customers applied this regulatory guidance in the calculation of its regulatory capital ratios presented below.

Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Bancorp to maintain minimum amounts and ratios (set forth in the following table) of common equity Tier 1, Tier 1, and total capital to risk-weighted assets, and Tier 1 capital to average assets (as defined in the regulations). At December 31, 2021 and 2020, the Bank and the Bancorp met all capital adequacy requirements to which they were subject.

97

Generally, to comply with the regulatory definition of adequately capitalized, or well capitalized, respectively, or to comply with the Basel III capital requirements, an institution must at least maintain the common equity Tier 1, Tier 1 and total risk-based capital ratios and the Tier 1 leverage ratio in excess of the related minimum ratios set forth in the following table.

Minimum Capital Levels to be Classified as:
ActualAdequately CapitalizedWell CapitalizedBasel III Compliant
(dollars in thousands)AmountRatioAmountRatioAmountRatioAmountRatio
December 31, 2021
Common equity Tier 1 (to risk-weighted assets)
Customers Bancorp, Inc.$1,291,2709.981%$582,1794.500%N/AN/A$905,6117.000%
Customers Bank$1,526,58311.825%$580,9434.500%$839,1406.500%$903,6897.000%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,429,06311.046%$776,2386.000%N/AN/A$1,099,6718.500%
Customers Bank$1,526,58311.825%$774,5916.000%$1,032,7888.000%$1,097,3378.500%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,667,39512.888%$1,034,9848.000%N/AN/A$1,358,41710.500%
Customers Bank$1,692,51213.110%$1,032,7888.000%$1,290,98510.000%$1,355,53410.500%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.$1,429,0637.413%$771,0844.000%N/AN/A$771,0844.000%
Customers Bank$1,526,5837.925%$770,5284.000%$963,1605.000%$770,5284.000%
December 31, 2020
Common equity Tier 1 (to risk-weighted assets)
Customers Bancorp, Inc.$954,8398.079%$531,8444.500%N/AN/A$827,3127.000%
Customers Bank$1,254,08210.615%$531,6394.500%$767,9236.500%$826,9947.000%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,172,3109.919%$709,1256.000%N/AN/A$1,004,5948.500%
Customers Bank$1,254,08210.615%$708,8526.000%$945,1368.000%$1,004,2078.500%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.$1,401,11911.855%$945,5008.000%N/AN/A$1,240,96910.500%
Customers Bank$1,424,79112.060%$945,1368.000%$1,181,42110.000%$1,240,49210.500%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.$1,172,3108.597%$545,4854.000%N/AN/A$545,4854.000%
Customers Bank$1,254,0829.208%$544,7584.000%$680,9475.000%$544,7584.000%

The Basel III Capital Rules require that we maintain a 2.500% capital conservation buffer with respect to each of CET1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers. As of December 31, 2021, the Bank and Customers Bancorp were in compliance with the Basel III requirements. See "NOTE 19 – REGULATORY CAPITAL" to Customers' audited financial statements for additional discussion regarding regulatory capital requirements.

98

Capital Ratios

Customers continued to build capital during 2021 and 2020. In 2019, Customers decided to cross the $10.0 billion asset threshold at year-end, with total assets of $11.5 billion at December 31, 2019, resulted in lower capital ratios when compared to December 31, 2018. In general, for the past few years, Customers Bancorp capital growth has been achieved by retained earnings and issuances of common stock under share-based compensation arrangements, offset in part by the repurchase of common shares. Customers Bancorp did not repurchase any common shares under a stock repurchase plan in 2020. In 2021, Customers repurchased 527,789 shares of common stock for $27.7 million pursuant to the Share Repurchase Program. During 2021 and 2020, Customers Bancorp did not issue any preferred stock or common stock other than in connection with share-based compensation agreements. In 2021, Customers Bancorp issued $100 million in fixed-to-floating rate senior notes, and utilized the proceeds to redeem all of the outstanding shares of Series C and Series D Preferred Stock. Customers Bank capital growth for the past few years has been achieved primarily by retained earnings and capital contributions from Customers Bancorp from proceeds received from issuances of senior and subordinated notes. For more information relating to preferred and common stock, see "NOTE 13 – SHAREHOLDERS' EQUITY" to Customers' audited financial statements.

Customers is unaware of any current recommendations by the regulatory authorities which, if they were to be implemented, would have a material effect on its liquidity, capital resources, or operations.

The maintenance of appropriate levels of capital is an important objective of Customers' asset and liability management process. Through its initial capitalization and subsequent offerings, Customers believes it has continued to maintain a strong capital position. Since first quarter 2015, Customers Bank's board of directors has declared a quarterly cash dividend to the Bank's sole shareholder, Customers Bancorp. Cash dividends declared by the Bank and paid to Customers Bancorp during 2021 and 2020, include the following:

•$20.0 million declared on January 22, 2020, and paid on March 10, 2020;

•$20.0 million declared on April 22, 2020, and paid on June 10, 2020;

•$5.0 million declared on July 22, 2020, and paid on September 10, 2020;

•$20.0 million declared and paid on December 31, 2020;

•$30.0 million declared on June 23, 2021, and paid on June 24, 2021;

•$55.0 million declared on September 22, 2021, and paid on September 23, 2021; and

•$55.0 million declared and paid on December 21, 2021.

Effect of Government Monetary Policies

Our earnings are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve Board is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans and leases, investments, and deposits, and their use may also affect rates charged on loans and leases or paid for deposits.