What changed in this filing

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Item 1. Business

2026-03-09 compared with 2025-02-27 · 80 added, 94 removed, 448 unchanged (28% of the section changed)

27 unchanged sentences

These themes of convenience and proactive personal service form the basis for the Bank’s business development strategies.

Over its twenty-six year history, the Company has grown primarily through organic growth, but also has completed two whole bank acquisitions.

Over its twenty-seven year history, the Company has grown primarily through organic growth, but also has completed two whole bank acquisitions.

On August 31, 2008, the Company acquired Fidelity & Trust Financial Corporation ("Fidelity") and on October 31, 2014 acquired Virginia Heritage Bank ("Virginia Heritage").

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and (vii) personal credit cards offered through an outside vendor.

During the year ended December 31, 2023, the Company ceased originating residential real estate mortgage loans and completed residual origination and sales activities on its residential real estate mortgage lending business.

The Company made the decision to cease originating residential real estate mortgage loans given the challenged nature of the business and the uncertainty of maintaining or increasing the volume or percentage of revenue or net income that has previously been produced by the residential mortgage business.

The Bank emphasizes providing commercial banking services to sole proprietors, small, medium and middle-sized businesses, partnerships, corporations, non-profit organizations and associations and investors generally living and working in and near the Bank’s primary service area.

A full range of retail banking services are offered to accommodate the individual needs of both corporate customers as well as the community the Bank serves.

The Bank also offers online banking, mobile banking and a remote deposit service, which allows clients to facilitate and expedite deposit transactions through the use of

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electronic devices.

The Bank also offers online banking, mobile banking and a remote deposit service, which allows clients to facilitate and expedite deposit transactions through the use of electronic devices.

A suite of Treasury Management services is also offered to business clients.

The Bank’s deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") to the fullest extent provided by law.

Eagle Bancorp, Inc 2025 Form 10-K

The Bank’s loan portfolio consists primarily of traditional business and real estate secured loans.

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The Company securitized these loans through the Government National Mortgage Association ("Ginnie Mae") MBS I program and sold the resulting securities in the open market to authorized dealers in the normal course of business and periodically bundled and sold the servicing rights.

During the year ended December 31, 2024, the Company sold the remaining servicing rights to all multifamily FHA loans.

However, the Company maintains its licenses to operate in this business and is evaluating options for future activity.

As of December 31, 2024, the Company had exited this business.

The Bank's lending activities carry the risk that the borrowers will be unable to perform on their obligations.

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The composition of the Company’s loan portfolio is heavily weighted toward commercial real estate, both owner occupied and income producing.

At December 31, 2024, owner occupied commercial real estate and construction – commercial and industrial ("C&I") (owner occupied) represented approximately 17% of the loan portfolio while non-owner occupied commercial real estate and real estate construction represented approximately 66% of the loan portfolio.

As of December 31, 2025, owner occupied commercial real estate and construction – commercial and industrial ("C&I") (owner occupied) represented approximately 23% of the loan portfolio while non-owner occupied commercial real estate and real estate construction represented approximately 57% of the loan portfolio.

The combined owner and non-owner occupied and commercial real estate loans represented approximately 80% of the loan portfolio.

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In making real estate commercial mortgage loans, the Bank generally requires that interest rates adjust not less frequently than five years.

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The Company is also an active traditional commercial lender providing loans for a variety of purposes, including working capital, equipment, accounts receivable financing and other corporate purposes.

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In originating SBA loans, the Company assumes the risk of non-payment on the unguaranteed portion of the credit.

The Company generally sells the guaranteed portion of the loan generating noninterest income from the gains on sale, as well as servicing income on the portion participated.

The Company generally sells the guaranteed portion of the loan generating noninterest income

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from the gains on sale, as well as servicing income on the portion participated.

SBA loans other than Paycheck Protection Program ("PPP") loans are subject to the same cash flow analyses as other commercial loans.

SBA loans are subject to a maximum loan size established by the SBA as well as internal loan size guidelines.

Refer to Note 4 to the Consolidated Financial Statements for additional information regarding loan origination and risk management.

Refer to "Note 4 – Loans and Allowance for Credit Losses" to the Consolidated Financial Statements for additional information regarding loan origination and risk management.

Our lending activities are subject to a variety of borrower lending limits imposed by state and federal law.

These limits will increase or decrease in response to increases or decreases in the Bank’s level of capital.

At December 31, 2024, the Bank had a legal lending limit of $223.0 million.

At December 31, 2024, the average loan size outstanding for Commercial Real Estate ("CRE") and C&I loans was $7.2 million and $1.2 million, respectively.

As of December 31, 2025, the Bank had a legal lending limit of $195.0 million.

As of December 31, 2025, the average loan size outstanding for Commercial Real Estate ("CRE") and C&I loans were $7.5 million and $1.7 million, respectively.

In accordance with internal lending policies, the Bank may sell participations in its loans to other banks, which allows the Bank to manage risk involved in these loans and to meet the lending needs of its clients.

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Commercial permanent loans are generally secured by improved real property, which is generating income in the normal course of operation.

Debt service coverage, assuming stabilized occupancy, must be satisfactory to support a permanent

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Debt service coverage, assuming stabilized occupancy, must be satisfactory to support

Eagle Bancorp, Inc 2025 Form 10-K

a permanent loan.

The DSCR is ordinarily at least 1.15 to 1.0.

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The Company’s loan portfolio includes ADC real estate loans including both investment and owner occupied projects.

ADC loans amounted to $1.8 billion at December 31, 2024.

ADC loans amounted to $1.2 billion as of December 31, 2025.

A portion of the ADC portfolio, both speculative and non-speculative, includes loan funded interest reserves at origination.

ADC loans that provide for the use of interest reserves represented approximately 59% of the outstanding ADC loan portfolio at December 31, 2024.

ADC loans that provide for the use of interest reserves represented approximately 38% of the outstanding ADC loan portfolio as of December 31, 2025.

The decision to establish a loan-funded interest reserve is made upon origination of the ADC loan and is based upon a number of factors considered during underwriting of the credit including:

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The Bank historically has offered a full range of online banking services for both personal and business accounts and has a Mobile Banking application.

In early 2024, the Bank launched a new online and mobile banking platform as the Bank seeks to further modernize its deposit offerings to its customers.

In early 2024, the Bank launched a new online and mobile banking digital platform as the Bank seeks to further modernize its deposit offerings to its customers.

Deposit services associated with this digital platform are available and marketed outside of the Bank's immediate market area across the United States.

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agency bonds and government sponsored enterprise mortgage-backed securities, municipal bonds and corporate bonds.

The Bank also owns equity investments related to membership in the Federal Reserve and the Federal Home Loan Bank of Atlanta ("FHLB").

The Bank also owns equity investments related to membership in the Federal Reserve and the

Eagle Bancorp, Inc 2025 Form 10-K

Federal Home Loan Bank of Atlanta ("FHLB").

The Company’s securities also include equity investments in the form of common stock of two local banking companies.

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Treasury securities, U.S.

agency securities, government sponsored enterprise

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MBS and high grade municipal and corporate securities, with certain exceptions for the purchase of BBB- or non-rated subordinated debentures of U.S.

agency securities, government sponsored enterprise MBS and high grade municipal and corporate securities, with certain exceptions for the purchase of BBB- or non-rated subordinated debentures of U.S.

regulated banks following an analysis of credit worthiness.

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metropolitan area contains a substantial federal workforce, as well as a variety of support industries that employ professionals such as attorneys, lobbyists, government contractors, real estate developers and investors, non-profit organizations and consultants.

The Gross Regional Product for the metropolitan area in 2023 was reported at $714.7 billion, per the Federal Reserve Economic Data.

The Gross Regional Product for the metropolitan area in 2023 (latest data available) was reported at $714.7 billion, per the Federal Reserve Economic Data.

This figure can be heavily attributed to the federal government, but other significant sectors include professional and business services, education, healthcare, leisure and hospitality.

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The agreement provides for significant educational support, and a strategic alliance including the Bank obtaining the naming rights to a multi-purpose sports and entertainment venue formerly known as the Patriot Center, now known as "EagleBank Arena" in Fairfax, Virginia for up to a 20-year term.

Under the agreement, the Bank pays George Mason an annual fee to be used for scholarships, internships, overall educational and athletic support and beautification efforts.

Under the agreement, the Bank pays George Mason an annual fee to be used for scholarships, internships, overall educational, athletic support and beautification efforts.

Eagle Bancorp, Inc 2025 Form 10-K

The Bank faces significant competition in originating and retaining loans and attracting deposits as the Washington, D.C.

market area has a high concentration of large and regional banks based outside the area, one large locally based bank that operates nationwide, numerous community banks and several large credit unions.

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insurance companies, savings associations, private lenders and nontraditional competitors such as fintech companies and internet-based lenders, depositories and payment systems.

Although some consolidation has occurred in the market in the past few years, the Bank continues to compete with other community banks, savings and loan associations, credit unions and finance companies, as well as other kinds of financial institutions and enterprises, such as securities firms, insurance companies, savings associations, private lenders and nontraditional competitors such as fintech companies and internet-based lenders, depositories and payment systems.

The Bank’s most direct competition for deposits comes from large and regional banks based outside the Washington, D.C.

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Some of these competitors have other advantages, such as tax exemption in the case of credit unions and, to some extent, lesser regulation in the case of finance companies and many nontraditional competitors.

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), enacted in July 2010, regulation of all financial firms was heightened, although new legislation in 2018 did amend some of the prior law, prompting some de novo activity but mostly driving further consolidation.

Under current law, unlimited interstate de novo branching is available to all state and federally chartered banks.

As a result, institutions, which previously were ineligible to establish de novo branches in the Bank’s market area, may elect to do so.

Human Capital Resources and Management

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None of our employees are represented by a union or subject to a collective bargaining agreement.

Diversity and Inclusion

Opportunity, Belonging and Inclusion

We strive toward a powerful and inclusive team of employees, knowing we are better together with our combined wisdom and intellect.

With a commitment to equality and inclusion for every employee, we focus on understanding, accepting and valuing the differences among people.

To accomplish this, we have established a Diversity & Inclusion Advisory Council made up of 20 employee representatives.

With a commitment to inclusion for every employee, we focus on understanding, accepting and valuing the differences among people.

To accomplish this, we have established an Opportunity, Belonging & Inclusion Council made up of 20 employee representatives.

Compensation and Benefits

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In addition to salaries, these programs include annual bonuses, stock awards, a 401(k) Plan with an employer matching contribution, healthcare and insurance benefits, health savings accounts, flexible spending accounts, vacation and sick leave, family leave and an employee assistance program.

Eagle Bancorp, Inc 2025 Form 10-K

We provide pay levels and pay opportunities that are designed to be internally fair, externally competitive and cost-effective.

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With the support of independent third-party experts in this field, we review the compensation of employees and conduct a pay equity analysis as part of our efforts to ensure consistent pay practices.

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Employee Engagement

We regularly collect feedback to better understand and improve the employee experience and identify opportunities to continually strengthen our culture.

In our last employee survey, conducted in 2024, nearly 58% of employees participated.

We host periodic all-employee conference calls to disseminate information and to respond to employee questions.

In May 2025, we introduced an Enterprise Engagement Council and sub-councils for each location.

These Councils provide an assortment of employee engagement and recognition events.

Learning and Development

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Some of the activities that the FRB has determined by regulation to be closely related to banking include making or servicing loans, performing certain data processing services, acting as a fiduciary or investment or financial advisor and making investments in corporations or projects designed primarily to promote community welfare.

The FRB may order a bank holding company or its subsidiaries to terminate any of these activities or to terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company’s continued ownership, activity or control constitutes a serious risk to the financial safety, soundness or stability of it or any of its bank subsidiaries.

The FRB may order a bank holding company or its subsidiaries to terminate any of these activities or to

Eagle Bancorp, Inc 2025 Form 10-K

terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company’s continued ownership, activity or control constitutes a serious risk to the financial safety, soundness or stability of it or any of its bank subsidiaries.

The Gramm Leach-Bliley Act of 1999 ("GLB Act") allows a bank holding company satisfying criteria related to its and its bank subsidiaries' status as well capitalized and well managed and the bank's under the Community Reinvestment Act to certify its status as a financial holding company, which would allow such company to engage in activities that are financial in nature, that are incidental to such activities or are complementary to such activities.

The GLB Act enumerates certain activities that are deemed financial in nature, such as underwriting insurance or acting as an insurance principal, agent or broker, underwriting, dealing in or making markets in securities and engaging in merchant banking under certain restrictions.

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authorizes the FRB to determine by regulation what other activities are financial in nature or incidental or complementary thereto.

It also authorizes the FRB to determine by regulation what other activities are financial in nature or incidental or complementary thereto.

The Company has not elected financial holding company status.

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The laws and regulations governing the Bank generally have been promulgated to protect depositors and the DIF and not for the purpose of protecting shareholders or other investors.

Eagle Bancorp, Inc 2025 Form 10-K

Commercial banks, savings and loan associations and credit unions are generally able to engage in interstate banking or acquisition activities.

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or (iii) the customer not obtain some other credit, property or service from competitors, except for reasonable requirements to assure the soundness of credit extended.

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Branching and Interstate Banking .

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The Dodd-Frank Act authorizes national and state banks to establish de novo branches in other states to the same extent as a bank chartered by that state would be permitted to branch.

The GLB Act made substantial changes in the historic restrictions on non-bank activities of bank holding companies and allows affiliations between types of companies that were previously prohibited.

The GLB Act also allows banks to engage in a wider array of nonbanking activities through “financial subsidiaries”.

Brokered Deposits.

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Risk-based capital requirements assign different capital requirements to various classes of assets and off-balance sheet items based on standardized supervisory measures of risk.

The Dodd-Frank Act additionally requires capital requirements to be counter cyclical so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness.

The Dodd-Frank Act additionally requires capital requirements to be counter cyclical

Eagle Bancorp, Inc 2025 Form 10-K

so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness.

The federal banking agencies have adopted rules, referred to as the Basel III Rules, to implement the framework for strengthening international capital and liquidity regulation adopted by the Basel Committee on Banking Supervision, or Basel III.

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Under the Basel III Rules, repurchase or redemption of Additional Tier 1 and Tier 2 capital instruments requires prior approval of the appropriate federal banking agency, which in our case is the FRB for both the Company and the Bank.

Prior approval to repurchase or

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redeem CET1 instruments is only required under the Basel III Rules to the extent that a separate legal or regulatory requirement for prior approval applies, such as the restrictions described under “Share Repurchases” above.

Prior approval to repurchase or redeem CET1 instruments is only required under the Basel III Rules to the extent that a separate legal or regulatory requirement for prior approval applies, such as the restrictions described under "Share Repurchases" above.

The Basel III Rules require institutions to maintain:

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In December 2017, the Basel Committee on Banking Supervision published the last version of the Basel III accord, generally referred to as "Basel III Endgame." On July 27, 2023, the federal banking regulators proposed revisions to the Basel III Rules to implement the Basel Committee’s 2017 standards and make other changes to the Basel III Rules.

The proposal introduces revised credit risk, equity risk, operational risk, credit valuation adjustment risk and market risk requirements, among other changes.

However, the revised capital requirements of the proposed rule would not apply to the Company or the Bank because they have less than $100 billion in total consolidated assets and trading assets and liabilities below the threshold for market risk requirements.

The Federal Reserve has indicated that it expects to work with the other federal banking regulators in 2025 on a revised proposal.

In 2016, the Financial Accounting Standards Board ("FASB") issued the current expected credit losses model ("CECL"), which became applicable to us on January 1, 2020.

CECL required financial institutions to estimate and establish a provision for expected credit losses over the lifetime of the asset, at the origination or the date of acquisition of the asset, as opposed to reserving for incurred or probable losses through the balance sheet date.

Upon implementation, an institution recognized a one-time cumulative effect adjustment to the allowance for credit losses ("ACL").

The federal banking regulators have adopted a rule providing for an optional three-year phase-in period for the day-one adverse regulatory capital effects upon adopting CECL.

In response to the COVID-19 pandemic, the federal banking regulators issued a final rule in March 2020 that provided banking organizations with an alternative option to temporarily delay for two years the estimated impact of the adoption of the CECL methodology on regulatory capital, followed by the three-year phase-in period.

The cumulative amount that is not recognized in regulatory capital will be phased in at 25% per year beginning January 1, 2022.

We have elected to adopt the option provided in the March 2020 interim final rule.

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The revised capital requirements of the proposed rule would not apply to the Company or the Bank because they have less than $100 billion in total consolidated assets and trading assets and liabilities below the threshold for market risk requirements.

The federal banking regulators have subsequently indicated that they expect to issue a revised proposal in 2026.

In 2016, the Financial Accounting Standards Board ("FASB") issued the current expected credit losses model ("CECL").

CECL requires financial institutions to estimate and establish a provision for expected credit losses over the lifetime of the asset, at the origination or the date of acquisition of the asset, as opposed to reserving for incurred or probable losses through the balance sheet date.

Upon implementation, an institution recognized a one-time cumulative effect adjustment to the allowance for credit losses ("ACL.") The federal banking regulators issued a final rule in March 2020 that provided banking organizations with an option to temporarily delay for two years the estimated impact of the adoption of the CECL methodology on regulatory capital, followed by a three-year phase-in period.

The cumulative amount that is not recognized in regulatory capital was phased in at 25% per year beginning January 1, 2022.

We elected to adopt the option provided in the March 2020 interim final rule, so our regulatory capital ratios prior to 2025 reflect this election to phase in the effects of CECL.

2025 regulatory capital ratios include the full impact from CECL now that the phase-in period has ended.

Eagle Bancorp, Inc 2025 Form 10-K

Prompt Corrective Action .

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Significantly Undercapitalized Less than 6% Less than 4% Less than 3% Less than 3% N/A

Critically Undercapitalized n/a n/a n/a n/a Less than 2%

Critically Undercapitalized N/A

An institution generally must file a written capital restoration plan which meets specified requirements with the appropriate federal banking agency within 45 days of the date the institution receives notice or is deemed to have notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized.

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(iv) there is a willful violation of a cease-and-desist order;

(v) the institution is unable to pay its obligations in the ordinary course of business;

(vi) losses or threatened losses deplete all or substantially all of an institution’s capital, and there is no reasonable

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prospect of becoming “adequately capitalized” without assistance;

(v) the institution is unable to pay its

Eagle Bancorp, Inc 2025 Form 10-K

obligations in the ordinary course of business;

(vi) losses or threatened losses deplete all or substantially all of an institution’s capital, and there is no reasonable prospect of becoming "adequately capitalized" without assistance;

(vii) there is any violation of law or unsafe or unsound practice or condition that is likely to cause insolvency or substantial dissipation of assets or earnings, weaken the institution’s condition or otherwise seriously prejudice the interests of depositors or the insurance fund;

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Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities.

In October 2025, the FDIC and OCC issued a proposed rule that would define the term “unsafe or unsound practice” for purposes of their enforcement powers under the FDIA.

The proposed definition would focus on whether the practice is likely to materially harm, or already has materially harmed, the financial condition of an institution.

However, the FRB has not issued a similar proposal.

Consumer Financial Protection Bureau .

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The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.

The Bank is also required to provide information to the CFPB on a quarterly basis, and is subject to periodic examinations by the CFPB focused on compliance with consumer laws and regulations, as a banking organization over $10 billion in total assets.

The changes resulting from the Dodd-Frank Act and CFPB rule making and enforcement policies may impact the profitability of our business activities, limit our ability to make, or the desirability of making, certain types of loans, including non-qualified mortgage loans, require us to change our business practices, impose upon us more stringent capital, liquidity and leverage ratio requirements or otherwise adversely affect our business or profitability.

The changes may also require us to dedicate significant management attention and resources to evaluate and make necessary changes to comply with the new statutory and regulatory requirements.

The Bank is subject to periodic examinations by the CFPB focused on compliance with consumer laws and regulations, as a banking organization over $10 billion in total assets.

In October 2024, the CFPB finalized a new rule that requires a provider of payment accounts or products, such as a bank, to make data available to consumers upon request regarding the products or services they obtain from the provider.

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For banks with at least $10 billion but less than $250 billion in total assets, compliance with the rule’s requirements is required by April 1, 2027.

In December 2024, the CFPB issued a final rule that modifies or eliminates several long-standing exclusions from requirements generally applicable to consumer credit that previously exempted certain overdraft practices.

The rule generally requires banks to restructure many overdraft fees, overdraft lines of credit, and other overdraft practices as separate consumer credit accounts that would be subject to those requirements.

This rule applies to banks with over $10 billion in total assets, including the Bank, starting in October 2025.

Compliance with these new requirements could result in the Bank, among other things, facing higher compliance costs in charging overdraft fees, experiencing a decreased ability to recover amounts extended as overdraft protection, reducing the availability of overdraft protection, and/or charging lower overdraft fees.

The rule is the subject of litigation, which is currently stayed while the CFPB considers revisions to the rule.

During 2025, the CFPB reduced its staff by over 80%.

The reduction in force is the subject of litigation, and the staffing cuts are currently stayed pending the federal circuit court’s en banc rehearing of the case.

The impact of these developments on banking organizations subject to CFPB regulation and supervision, including the Bank, is uncertain.

States and state attorneys general may increase regulatory, investigative and enforcement activity with respect to consumer protection, in response to changes in regulation, supervision and enforcement of consumer protection laws by federal regulators.

Fair and Responsible Banking.

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Department of Justice and state attorneys general.

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Eagle Bancorp, Inc 2025 Form 10-K

In addition, in recent years, certain states have enacted, or have proposed to enact, statutes, regulations or policies that prohibit financial institutions from denying or canceling products or services to a person or business, or otherwise discriminating against a person or business in making available products or services, on the basis of certain social or political factors or other activities.

In August 2025, President Trump signed Executive Order 14331, “Guaranteeing Fair Banking Access for All Americans,” which states that it is the policy of the United States that no American should be denied access to financial services because of their constitutionally or statutorily protected beliefs, affiliations or political views.

The Executive Order directs the U.S.

Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities.

Financial Privacy and Cybersecurity .

Under the Federal Right to Privacy Act of 1978, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records, financial institutions are required to disclose their policies for collecting and protecting confidential information.

Under the Federal Right to Privacy Act of 1978 and the GLB Act, which imposes requirements regarding the safeguarding and confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records, financial institutions are required to disclose their policies for collecting and protecting confidential information.

Consumers generally may prevent financial institutions from sharing personal financial information with nonaffiliated third parties except for third parties that market the institutions’ own products and services.

Additionally, financial institutions generally may not disclose consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing through electronic mail to consumers.

The federal banking regulators regularly issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial institutions.

The federal banking regulators issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial institutions.

A financial institution is expected to establish multiple lines of defense and to ensure their risk management processes address the risk posed by potential threats to the institution.

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A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations if a critical service provider of the institution falls victim to this type of cyberattack.

The Bank has adopted an information security program that has been approved by the Board and reviewed by its regulators.

The Bank has adopted an Information Security Policy and Program that has been approved by the Board and reviewed by its regulators.

In November 2021, the federal bank regulatory agencies issued a final rule regarding notification requirements for banking organizations related to significant computer security incidents.

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Additionally, we must publicly disclose the terms of certain CRA-related agreements.

In October 2023, the OCC, the Federal Reserve and the FDIC jointly issued a final rule to modernize the federal bank regulators’ regulations implementing the CRA.

The final rule introduces new tests under which the performance of banks with over $2 billion in assets will be assessed.

The new rule also includes data collection and reporting requirements, some of which are applicable only to banks with over $10 billion in assets, such as the Bank.

Most provisions of the final rule will become effective on January 1, 2026, and the data reporting requirements will become effective on January 1, 2027.

However, the final rule is currently enjoined as to the plaintiff trade associations while a federal court considers a lawsuit challenging the rule.

Concentration and Risk Guidance.

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Additionally, the federal bank regulatory agencies have issued guidance governing financial institutions with concentrations in commercial real estate lending.

The guidance provides that institutions that have (i) total reported loans for construction, land development and other land which represent 100% or more of an institution’s total risk-based capital;

The guidance provides that institutions that have (i) total reported

Eagle Bancorp, Inc 2025 Form 10-K

loans for construction, land development and other land which represent 100% or more of an institution’s total risk-based capital;

or (ii) total reported commercial real estate loans, excluding loans secured by owner occupied commercial real estate, representing 300% or more of the institution’s total risk-based capital and the institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months, are identified as having potential commercial real estate concentration risk.

As of December 31, 2024, as per the regulatory guidance, commercial real estate loans (including construction, land and land

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development loans) represented 372.6% of consolidated risk based capital;

As of December 31, 2025, as per the regulatory guidance, commercial real estate loans (including construction, land and land development loans) represented 336.6% of consolidated risk based capital;

however, growth in that segment over the past 36 months at (9.1)% did not exceed the 50% threshold laid out in the regulatory guidance.

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The Dodd-Frank Act required the FDIC to increase the reserve ratio of the DIF to 1.35% of insured deposits and eliminated the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds.

On November 16, 2023, the FDIC finalized a rule that imposes special assessments to recover the losses to the deposit insurance fund (“DIF”) resulting from the FDIC’s use, in March 2023, of the systemic risk exception to the least-cost resolution test under the Federal Deposit Insurance Act in connection with the receiverships of Silicon Valley Bank and Signature Bank.

The FDIC estimated in approving the rule that those assessed losses total approximately $16.3 billion.

The rule provides that this loss estimate will be periodically adjusted, which will affect the amount of the special assessment.

Under the rule, the assessment base is the estimated uninsured deposits that an insured depository institution reported in its December 31, 2022 Call Report, excluding the first $5 billion in estimated uninsured deposits.

Because the Bank had $4.4 billion in estimated uninsured deposits at December 31, 2022, the special assessment will not affect the Bank.

Affiliate Transactions .

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Incentive Compensation.

The Federal Reserve reviews, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not “large, complex banking organizations.” These reviews are tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements.

The FRB reviews, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not "large, complex banking organizations." These reviews are tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements.

The findings of the supervisory initiatives are included in reports of examination.

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Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

Under Federal Reserve guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, a banking organization’s incentive compensation arrangements should (i) provide incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk, (ii) be compatible with effective internal controls and risk management and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

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Under FRB guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, a banking organization’s incentive compensation arrangements should (i) provide incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk, (ii) be compatible with effective internal controls and risk management and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

In 2016, the U.S.

financial regulators, including the FRB and the SEC, proposed revised rules on incentive-based payment arrangements at specified regulated entities having at least $1 billion in total assets (including the Company and the Bank), but these proposed rules have not been finalized.

Eagle Bancorp, Inc 2025 Form 10-K

In October 2022, the SEC adopted a final rule directing national securities exchanges and associations, including NASDAQ, to require policies mandating the recovery or "clawback" of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding a required accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

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Climate-Related and ESG Developments.

In recent years, federal, state and international lawmakers and regulators have increased their focus on financial institutions’ and other companies’ risk oversight, disclosures and practices in connection with climate change and other environmental, social and governance (“ESG”) matters.

For example, in March 2024, the SEC issued a final rule on the enhancement and standardization of climate-related disclosures for investors.

The final rule requires public issuers, including us, to provide certain climate-related disclosures in their SEC filings.

In April 2024, the SEC issued an order staying the new rule pending judicial review of certain legal challenges to the rule.

In addition, several states have enacted or proposed statutes or regulations addressing climate change and other ESG issues, including “anti-ESG” statutes or regulations.

In recent years, certain lawmakers and regulators in and outside of the United States have increased their focus on financial institutions’ and other companies’ risk oversight, disclosures and practices in connection with climate change and other environmental, social and governance ("ESG") matters.

Several states have enacted or proposed statutes or regulations addressing climate change and other ESG issues.

For example, California enacted climate-related disclosure laws requiring certain companies doing business in California to make certain climate-related disclosures, including but not limited to greenhouse gas emissions data and climate-related risks.

5 unchanged sentences

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What changed 10-K

Item 1. Business