Item 1.01 Entry into a Material Definitive Agreement

On August 23, 2012, BNC Bancorp (the "Company") and Bank of North Carolina (the "Bank") entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sandler O'Neill & Partners, L.P. (collectively, the "Underwriters") and the United States Department of the Treasury (the "Selling Shareholder"), relating to the Selling Shareholder's offer and sale of 31,260 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value per share, of the Company (the "Preferred Stock"). Under the terms of the Underwriting Agreement, the Underwriters agreed to purchase the Preferred Stock from the Selling Shareholder at a price of $907.41155 per share, plus accrued dividends, and to sell the Preferred Stock to the public through a modified Dutch auction at an initial public offering price of $921.23 per share, plus accrued dividends.

The offering and sale of the Preferred Stock is being made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-182994) originally filed with the Securities and Exchange Commission on August 1, 2012, as amended and as supplemented by a final prospectus supplement dated August 23, 2012, and is expected to close on or about August 29, 2012. The Company will not receive any of the proceeds from the offering.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Bank, customary conditions to closing, indemnification obligations of the Company, the Bank and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The Underwriting Agreement has been filed with this Current Report on Form 8-K to provide information regarding its terms. It is not intended to provide any other factual information about the Company or the Bank. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing summary of the terms of the Underwriting Agreement is only a brief description of certain terms therein, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

1.1 Underwriting Agreement dated August 23, 2012, by and among BNC Bancorp, Bank of North Carolina, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Sandler O'Neill & Partners, L.P. and the United States Department of the Treasury.

4.1 Form of Stock Certificate for Common Stock

4.2 Form of Stock Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A

4.3 Form of Stock Certificate for Non-Voting Common Stock