EAGLE BANCORP INC 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF COMMON EQUITY Market for Common Stock. The Company’s common stock is listed for trading on the Nasdaq Capital Market under the symbol "EGBN". During the year ended December 31, 2025, the average daily trading volume amounted to approximately 433,781 shares, an increase from approximately 310,723 shares during the year ended December 31, 2024. No assurance can be given that a more active trading market will develop or can be maintained. As of February 9, 2026, there were 30,363,447 shares of common stock outstanding, held by approximately 440 shareholders of record. Based on the most recent analysis, the Company believes beneficial shareholders number is approximately 20,686. As of February 9, 2026, our directors and executive officers own approximately 3% of our outstanding shares of common stock. Dividends. The Company pays a regular quarterly cash dividend. In 2025, the Company declared four cash dividends with an aggregate value of $0.505 per share, or 15.3 million. The quarterly cash dividend amount was reduced to $0.165 in the third quarter of 2024 to reflect the company’s growth plans and was reduced further to $0.01 in the fourth quarter of 2025 to preserve capital as the Company addresses asset quality matters. Beginning in January 2025, the Company commenced declaring dividends at the time of the quarterly earnings release; previously, it declared dividends at the end of the quarter. The payment of a cash dividend on common stock will depend largely upon the ability of the Bank, the Company’s principal operating business, to declare and pay dividends to the Company. Payment of dividends on the common stock will also depend upon the Bank’s earnings, financial condition and need for funds, as well as governmental policies and regulations applicable to the Company and the Bank. The payment of dividends in any period does not mean that the Company will continue to pay dividends at the current level, or at any other level. Regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board" or "Federal Reserve") and Maryland law place limits on the amount of dividends the Bank may pay to the Company without prior approval. Prior regulatory approval is required to pay dividends which exceed the Bank’s net profits for the current year plus its retained net profits for the preceding two calendar years, less required transfers to surplus. Under Maryland law, dividends may only be paid out of retained earnings. State and federal bank regulatory Eagle Bancorp, Inc 2025 Form 10-K 35 Table of Contents Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities agencies also have authority to prohibit a bank from paying dividends if such payment is deemed to be an unsafe or unsound practice, and the Federal Reserve Board has the same authority over bank holding companies. As of December 31, 2025, the Bank could pay dividends to the Company to the extent of its earnings so long as it maintained required capital ratios. The FRB has established requirements with respect to the maintenance of appropriate levels of capital by registered bank holding companies. Compliance with such standards, as presently in effect, or as they may be amended from time to time, could possibly limit the amount of dividends that the Company may pay in the future. The FRB has issued guidance regarding the situations in which a bank holding company should consider eliminating, reducing, or deferring its dividends, including if the net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; the prospective rate of earnings retention is not consistent with capital needs and the bank holding company’s overall current and prospective financial condition; or the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. As a depository institution, the deposits of which are insured by the FDIC, the Bank may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due the FDIC. The Bank currently is not in default under any of its obligations to the FDIC. Issuer Repurchase of Common Stock. The Company did not repurchase any shares of its common stock during the year ended December 31, 2025. See Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for "Securities Authorized for Issuance Under Equity Compensation Plans." Stock Price Performance. The following table compares the cumulative total return on a hypothetical investment of $100 in the Company’s common stock from December 31, 2020 through December 31, 2025, with the hypothetical cumulative total return on the Nasdaq Stock Market Index (U.S. Companies), S&P 500 Index and the KBW Regional Banking Index for the comparable period, including reinvestment of dividends. The KBW Regional Banking Index seeks to reflect the performance of publicly traded companies that do business as regional banks or thrifts listed on all U.S. stock markets. Eagle Bancorp, Inc. Years Ended December 31, 2020 2021 2022 2023 2024 2025 Eagle Bancorp, Inc. $100.00 $144.50 $113.19 $81.28 $74.90 $63.24 Nasdaq Composite Index 100.00 122.18 82.42 119.22 154.48 187.13 S&P 500 Index 100.00 128.71 105.40 133.11 166.41 196.17 KBW Nasdaq Regional Banking Index 100.00 136.64 127.18 126.67 143.39 152.71 ITEM 6. [RESERVED] Eagle Bancorp, Inc 2025 Form 10-K 36 Table of Contents Management's Discussion and Analysis