What changed in this filing

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Item 9A. Controls and Procedures

2026-03-09 compared with 2025-02-27 · 77 added, 137 removed, 87 unchanged (71% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

The Company’s management, under the supervision and with the participation of the Chief Executive Officer, Executive Chairman and Chief Financial Officer, evaluated, as of the last day of the period covered by this report, the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act.

Based on that evaluation, the Chief Executive Officer, Executive Chairman and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of December 31, 2024 were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required and that it is accumulated and communicated to our management, including the Chief Executive Officer, Executive Chairman and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated, as of the last day of the period covered by this report, the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of December 31, 2025 were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required and that it is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

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Additionally, there were no changes in our internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Eagle Bancorp, Inc 2025 Form 10-K

Other Information

Grants under the Company's 2021 Equity Incentive Plan:

On February 26, 2025, the Compensation Committee of the Board (the "Compensation Committee") approved the grant of annual long-term incentive awards comprising options ("Options"), restricted stock ("RSAs"), and performance-based restricted stock units ("PSUs") under the Company’s 2021 Equity Incentive Plan (the "Plan") to the Company’s named executive officers (other than Norman Pozez).

Such awards included Options to purchase Company common stock at an exercise price of $22.76 in the following amounts:

(i) 57,142 options to Susan G.

(ii) 17,820 options to Eric R.

(iii) 7,998 options to Charles D.

(iv) 14,743 options to Ryan A.

and (v) 17,078 options to Janice L.

The Options are scheduled to vest in three equal annual installments beginning on February 26, 2026, have an expiration date of February 26, 2035, and are subject to the terms and conditions of the Plan and an award agreement in the form attached hereto as Exhibit 10.3.

Such awards also included PSUs in the following amounts:

(i) 63,268 PSUs to Susan G.

(ii) 19,730 PSUs to Eric R.

(iii) 8,855 PSUs to Charles D.

(iv) 16,324 PSUs to Ryan A.

and (v) 18,909 PSUs to Janice L.

The PSUs are earned based on a three-year performance period (January 1, 2025 – December 31, 2027) based on equally weighted performance metrics tied to the Company’s relative total shareholder return and earnings per share.

The PSUs are subject to the terms and conditions of the Plan and an award agreement in the form attached hereto as Exhibit 10.27.

Such awards also included RSAs in the following amounts:

(i) 21,089 RSAs to Susan G.

(ii) 6,576 RSAs to Eric R.

(iii) 2,951 to Charles D.

(iv) 5,441 RSAs to Ryan A.

and (v) 6,303 RSAs to Janice L.

The RSAs are scheduled to vest in three equal annual installments commencing on the first anniversary of the grant date and are subject to the terms and conditions of the Plan and award agreements materially consistent with the terms of the previously disclosed award agreement for RSAs in Exhibit 10.28 to the Company’s Form 10-K for its 2023 fiscal year.

OTHER INFORMATION

(b) Director and Officer Trading Arrangements:

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The information on our website is not incorporated by reference in this Form 10-K, and you should not consider it a part of this Form 10-K.

A copy of the code of ethics will also be provided to any person, without charge, upon written request directed to Jane Cornett, Corporate Secretary, Eagle Bancorp, Inc., 7830 Old Georgetown Road, Third Floor, Bethesda, Maryland 20814.

A copy of the code of ethics will also be provided to any person, without charge, upon written request directed to Jane Cornett, Corporate Secretary, Eagle Bancorp, Inc., 7500 Old Georgetown Road, 15 th Floor, Bethesda, Maryland 20814.

There have been no material changes in the procedures previously disclosed by which shareholders may recommend nominees to the Company’s Board of Directors.

3 unchanged sentences

The information required by this Item is incorporated by reference to the material appearing under the caption "Voting Securities and Principal Shareholders" in the Proxy Statement.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

4 unchanged sentences

173) located in Chicago, Illinois.

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Eagle Bancorp, Inc 2025 Form 10-K

Exhibits and Financial Statement Schedules

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following financial statements are included in this report

– Reports of Crowe LLP, Independent Registered Public Accounting Firm

- Consolidated Balance Sheets at December 31, 2024 and 2023

– Consolidated Balance Sheets as of December 31, 2025 and 2024

– Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

1 unchanged sentence

– Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023

- Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

Notes to the Consolidated Financial Statements

– Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 Notes to Consolidated Financial Statements

All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes.

Description of Exhibit

3.1 Certificate of Incorporation of the Company, as amended (1)

3.2 Bylaws of the Company (2)

4.1 Indenture dated as of September 30, 2024 between Eagle Bancorp, Inc., as issuer, and Wilmington Trust, National Association, as trustee (3)

3.1 Certificate of Incorporation of the Company, as amended (incorporated by reference to the Exhibit of the same number to the Company’s Current Report on Form 8-K filed on May 17, 2016.)

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2025.)

4.1 Indenture dated as of September 30, 2024 between Eagle Bancorp, Inc., as issuer, and Wilmington Trust, National Association, as trustee (i ncorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2024.)

4.2 Form of 10.00% Senior Notes due 2029 (included in Exhibit 4.1)

4.3 Registration Rights Agreement, dated as of September 30, 2024, between Eagle Bancorp, Inc.

and the purchasers of the Senior Notes (4)

4.4 Form of 10.00% Senior Notes due 2029 (Exchange Notes).

and the purchasers of the Senior Notes (i ncorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2024.)

4.4 Form of 10.00% Senior Notes due 2029 (Exchange Notes) (incorporated by reference to Exhibit 4.4 to the Company’s Amendment No.1 to Form S-4 filed on November 26, 2024.)

4.5 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

10.1 + 2006 Stock Plan (6)

10.2 + 2016 Stock Plan (7)

10.3 + Form Non-Qualified Stock Op tion Agreement

Amended and Restated Employment Agreement dated as of December 18, 2023, between EagleBank and Susan G.

10.1 + 2006 Stock Plan (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No.

10.2 + 2016 Stock Plan (Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No.

10.3 + Form Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2024.)

Second Amended and Restated Employment Agreement dated as of January 28, 2020, between EagleBank and Janice L.

Williams (11)

[Intentionally left blank]

Williams (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on February 3, 2020.)

2024 Senior Executive Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023.)

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 26, 2021.)

Amended and Restated Non-Compete Agreement dated as of January 28, 2020, between EagleBank and Janice L.

Williams (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on February 3, 2020.)

10.8 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 3, 2024.)

Form of Supplemental Executive Retirement Plan Agreement (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2013.)

Virginia Heritage Bank 2006 Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No.

Virginia Heritage Bank 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (No.

Eagle Bancorp, Inc 2025 Form 10-K

Exhibits and Financial Statement Schedules

Form of Non-Employee Director Restricted Stock Award (Time Vested) (incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2020.)

Amended and Restated Employment Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023.)

Form of Executive Officer Restricted S tock Award Agreement (Time Vested) (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2020.)

Form of Executive Officer Performance Vested Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2024.)

Restricted Stock Award Agreement for Norman R.

Pozez dated April 2, 2020 (incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2020.)

Non-Compete Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023.)

Employment Agreement dated as of September 25, 2023 between EagleBank, Eagle Bancorp, Inc.

Newell (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.)

Employment Agreement dated as of August 9, 2023 between EagleBank, Eagle Bancorp, Inc.

and Ryan Riel (32)

[Intentionally left blank]

Amended and Restated Non-Compete Agreement dated as of December 18, 2023, between EagleBank and Susan G.

10.11 + Amended and Restated Non-Compete Agreement dated as of January 28, 2020, between EagleBank and Janice L.

Williams (16)

10.12 Form of Indemnification Agreement (17)

and Ryan Riel (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023)

Non-Compete Agreement dated as of September 25, 2023, between EagleBank, Eagle Bancorp, Inc.

Newell (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.)

Non-Compete Agreement dated as of August 9, 2023, between EagleBank, Eagle Bancorp, Inc.

and Ryan Riel (34)

10.15 + Amended and Restated Non-Compete Agreement dated as of December 18, 2023, between Eagle Bancorp, Inc., EagleBank and Norman R.

10.16 + Form of Supplemental Executive Retirement Plan Agreement (18)

10.17 + 2024 Senior Executive Incentive Plan (12)

Virginia Heritage Bank 2006 Stock Option Plan (20)

Virginia Heritage Bank 2010 Long-Term Incentive Plan (21)

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10.20 Form of Senior Note Purchase Agreement, dated as of September 30, 2024, by and among Eagle Bancorp, Inc.

and the Purchasers (22)

Long-Term Incentive Plan 2025-2027

Amended and Restated Employment Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman (26)

Non-Compete Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman (30)

and Ryan Rie l (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.)

Amended and Restated Employment Agreement dated as of December 18, 2023, between EagleBank and Susan G.

Riel (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 21, 2023.)

Amended and Restated Chairman Compensation Agreement, dated as of December 18, 2023, among Eagle Bancorp, Inc., EagleBank and Norman R.

Amended and Restated Non-Compete Agreement, dated as of December 18, 2023 among Eagle Bancorp, Inc., EagleBank, and Norman R.

10.26 Form of Non-Employee Director Restricted Stock Award (Time Vested) (25)

10.27 + Form of Executive Officer Performance Vested Restricted Stock Unit Award Agreement

Form of Executive Officer Restricted stock Award Agreement (Time Vested) (27)

Restricted Stock Award Agreement for Norman R.

Pozez dated April 2, 2020 (28)

2021 Stock Plan (39)

2021 Employee Stock Purchase Plan ( 13 )

Employment Agreement dated as of August 28, 2024 between EagleBank and Evelyn Lee

Non-Compete Agreement dated as of August 28 , 2024 between EagleBank and Evelyn Lee

Pozez (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 21, 2023.)

Amended and Restated Non-Compete Agreement dated as of December 18, 2023, between Eagle Bancorp, Inc., EagleBank and Norman R.

Pozez (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on May 26, 2021.)

Long-Term Incentive Plan 2025-2027 (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2024.)

2025 Stock Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 15, 2025.)

Employment Agreement dated as of August 28, 2024 between EagleBank and Evelyn Lee (incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2024.)

Non-Compete Agreement dated as of August 28, 2024 between EagleBank and Evelyn Lee (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2024.)

Employment Agreement dated as of September 3, 2024 between EagleBank, Eagle Bancorp, Inc.

and Kev in Geoghegan

19 Insider trading policies and procedures

21 Subsidiaries of the Registrant

and Kevin Geoghegan (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2024.)

19 Insider trading policies and procedures (incorporated by reference to Exhibit 19 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2024.)

21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2024.)

23.1 Consent of Crowe LLP

3 unchanged sentences

32.2 Certification of Eric R.

Clawback Policy

Eagle Bancorp, Inc 2025 Form 10-K

Exhibits and Financial Statement Schedules

97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2024.)

101 Interactive data files pursuant to Rule 405 of Regulation S-T:

(i) Consolidated Balance Sheets at December 31, 2024 and 2023

(i) Consolidated Balance Sheets as of December 31, 2025 and 2024

(ii) Consolidated Statement of Operations for the years ended December 31, 2025, 2024 and 2023

2 unchanged sentences

(v) Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024 and 2023

(vi) Notes to the Consolidated Financial Statements

(vi) Notes to Consolidated Financial Statements

104 The cover page of this Annual Report on Form 10-K, formatted in Inline XBRL

(+) Indicates management contract or compensatory plan or arrangement.

(1) Incorporated by reference to the Exhibit of the same number to the Company’s Current Report on Form 8-K filed on May 17, 2016.

(2) Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 18, 2017.

(3) Incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2024.

(4) Incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2024.

(5) Incorporated by reference to Exhibit 4.4 to the Company’s Amendment No.1 to Form S-4 filed on November 26, 2024.

(6) Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No.

(7) Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No.

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(8) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 3, 2020.

(9) Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on February 3, 2020.

(10) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 14, 2020.

(11) Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on February 3, 2020.

(12) Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023.

(13) Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 26, 2021.

(14) Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on February 3, 2020.

(15) Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on January 14, 2020.

(16) Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on February 3, 2020.

(17) Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 3, 2024.

(18) Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2013.

(19) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 26, 2019.

(20) Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No.

(21) Incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (No.

(22) Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2024.

(23) Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 26, 2019.

(24) Incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K filed on February 3, 2020.

(25) Incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2020.

(26) Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023.

(27) Incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2020.

(28) Incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed on May 11, 2020.

(29) Incorporated by reference to Exhibit 16.1 to the Company's Current Report on Form 8-K filed on October 7, 2020.

(30) Incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023.

(31) Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.

(32) Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.

(33) Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.

(34) Incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.

(35) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 21, 2023.

(36) Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 21, 2023.

(37) Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 21, 2023.

(38) Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 21, 2023.

(39) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 26, 2021.

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Eagle Bancorp, Inc 2025 Form 10-K

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.

February 27, 2025 by:

Riel, Chair, President and CEO

March 9, 2026 by:

Riel, President and CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

/s/ Matthew D.

Director February 27, 2025

Chair, Director

March 9, 2026

/s/ Steven Freidkin

Director February 27, 2025

Director March 9, 2026

Steven Freidkin

/s/ Theresa G.

Director February 27, 2025

Director March 9, 2026

/s/ Leslie Ludwig

Director February 27, 2025

Director March 9, 2026

Leslie Ludwig

Director February 27, 2025

Senior Executive Vice President

February 27, 2025

Newell and Chief Financial Officer of the Company (Principal Financial and Accounting Officer)

/s/ Norman R.

February 27, 2025

Director February 27, 2025

Chair, President and Chief Executive

February 27, 2025

Riel Officer of the Company (Principal Executive Officer)

Director March 9, 2026

Senior Executive Vice President and Chief Financial Officer of the Company (Principal Financial and Accounting Officer)

March 9, 2026

/s/ Kristen J.

Director March 9, 2026

President and Chief Executive Officer of the Company (Principal Executive Officer)

March 9, 2026

Soltesz, P.E.

Director February 27, 2025

Director March 9, 2026

/s/ Benjamin M.

Soto, Esquire

Director February 27, 2025

Vice Chair, Director

March 9, 2026

/s/ Theodore A.

Director March 9, 2026

Eagle Bancorp, Inc 2025 Form 10-K

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures