Item 5. Other Information
ITEM 5. OTHER INFORMATION
(a) and (b)
Amended and Restated Bylaws
In connection with its periodic review of the Amended and Restated Bylaws (the “Bylaws”) of the Company, on November 5, 2025, the Board amended and restated the Bylaws effective immediately. The amendments to the Bylaws, among other things, include:
• Expanding the information requirements for the nomination of directors and the proposal of business for consideration at meetings of shareholders;
• Clarifying the timeframe and procedures for submitting shareholder proposals at both annual and special meetings, including to conform with the requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as well as the requirements and process for shareholders to call special meetings;
• Adding a defined opening date (120 days before the anniversary of the mailing of the prior year’s proxy statement) to the current closing date of the nomination window (90 days before the anniversary) and aligning the shareholder proposal window dates with the nomination window;
• Clarifying that the chair of any meeting of shareholders may prescribe rules and determinations as to the conduct of such meeting and has the authority to disregard a nomination or shareholder proposal;
• Clarifying the circumstances in which a nomination or shareholder proposal shall be disregarded;
• Providing that any shareholder soliciting proxies from other shareholders must use a proxy card color other than white;
• Permitting the Company to hold virtual shareholder meetings and deliver notice of such meetings electronically; and
• Making various other updates, including administrative, modernizing, clarifying and conforming changes to the Bylaws.
The Bylaws are attached hereto as Exhibit 3.1 to this Form 10-Q and are hereby incorporated by reference into this Item 5. The foregoing summary description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws.
(c) None
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ITEM 6. EXHIBITS
3.1
Amended and Restated Bylaws of the Company
10.1
Transition Agreement with General Release of Claims, dated as of October 21, 2025 among Eagle Bancorp, Inc., EagleBank, and Kevin Geoghegan
31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
101 Interactive data files pursuant to Rule 405 of Regulation S-T:
(i) Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024
(ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024
(iii) Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024
(iv) Consolidated Statements of Changes in Shareholders' Equity for the three and nine months ended September 30, 2025 and 2024
(v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024
(vi) Notes to Consolidated Financial Statements
104 The cover page of this Quarterly Report on Form 10-Q, formatted in Inline XBRL
(1) Incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2024.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EAGLE BANCORP, INC.
November 7, 2025 by: /s/ Susan G. Riel
Susan G. Riel, President and CEO
November 7, 2025 by: /s/ Eric R. Newell
Eric R. Newell, Senior Executive Vice President and Chief Financial Officer of the Company
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.