EAGLE BANCORP INC
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
EGBN$34.04-0.3%Stored close · as of Nov 10, 2026
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Item 15. 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 Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022
Notes to the 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.
| Exhibit No. | 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) |
| 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). (5) |
| 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 Option Agreement |
| 10.4 + | Amended and Restated Employment Agreement dated as of December 18, 2023, between EagleBank and Susan G. Riel (36) |
| 10.5 + | Second Amended and Restated Employment Agreement dated as of January 28, 2020, between EagleBank and Janice L. Williams (11) |
| 10.6 + | [Intentionally left blank] |
| 10.7 + | Employment Agreement dated as of September 25, 2023 between EagleBank, Eagle Bancorp, Inc. and Eric R. Newell (31) |
| 10.8 + | Employment Agreement dated as of August 9, 2023 between EagleBank, Eagle Bancorp, Inc. and Ryan Riel (32) |
| 10.9 + | [Intentionally left blank] |
| 10.10 + | Amended and Restated Non-Compete Agreement dated as of December 18, 2023, between EagleBank and Susan G. Riel (37) |
| 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) |
| 10.13 + | Non-Compete Agreement dated as of September 25, 2023, between EagleBank, Eagle Bancorp, Inc. and Eric R. Newell (33) |
| 10.14 + | 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. Pozez (39) |
| 10.16 + | Form of Supplemental Executive Retirement Plan Agreement (18) |
| 10.17 + | 2024 Senior Executive Incentive Plan (12) |
| 10.18 + | Virginia Heritage Bank 2006 Stock Option Plan (20) |
| 10.19 + | Virginia Heritage Bank 2010 Long-Term Incentive Plan (21) |
| 10.20 | Form of Senior Note Purchase Agreement, dated as of September 30, 2024, by and among Eagle Bancorp, Inc. and the Purchasers (22) | |
| 10.21 + | Long-Term Incentive Plan 2025-2027 | |
| 10.22 + | Amended and Restated Employment Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman (26) | |
| 10.23 + | Non-Compete Agreement dated as of February 21, 2024 between EagleBank and Paul Saltzman (30) | |
| 10.24 + | Amended and Restated Chairman Compensation Agreement, dated as of December 18, 2023, among Eagle Bancorp, Inc., EagleBank and Norman R. Pozez (38) | |
| 10.25 + | Amended and Restated Non-Compete Agreement, dated as of December 18, 2023 among Eagle Bancorp, Inc., EagleBank, and Norman R. Pozez (39) | |
| 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 | |
| 10.28 + | Form of Executive Officer Restricted stock Award Agreement (Time Vested) (27) | |
| 10.29 + | Restricted Stock Award Agreement for Norman R. Pozez dated April 2, 2020 (28) | |
| 10.30 + | 2021 Stock Plan (39) | |
| 10.31 + | 2021 Employee Stock Purchase Plan (13) | |
| 10.32 + | Employment Agreement dated as of August 28, 2024 between EagleBank and Evelyn Lee | |
| 10.33 + | Non-Compete Agreement dated as of August 28, 2024 between EagleBank and Evelyn Lee | |
| 10.34 + | Employment Agreement dated as of September 3, 2024 between EagleBank, Eagle Bancorp, Inc. and Kevin Geoghegan | |
| 19 | Insider trading policies and procedures | |
| 21 | Subsidiaries of the Registrant | |
| 23.1 | Consent of Crowe LLP | |
| 31.1 | Certification of Susan G. Riel | |
| 31.2 | Certification of Eric R. Newell | |
| 32.1 | Certification of Susan G. Riel | |
| 32.2 | Certification of Eric R. Newell | |
| 97.1 | Clawback Policy | |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: | |
| (i) | Consolidated Balance Sheets at December 31, 2024 and 2023 | |
| (ii) | Consolidated Statement of Operations for the years ended December 31, 2024, 2023 and 2022 | |
| (iii) | Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022 | |
| (iv) | Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022 | |
| (v) | Consolidated Statement of Cash Flows for the years ended December 31, 2024, 2023 and 2022 | |
| (vi) | Notes to the Consolidated Financial Statements |
| (+) | 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. 333-187713) |
| (7) | Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No. 333-211857) |
| (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. 333-199875) |
| (21) | Incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (No. 333-199875) |
| (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. |
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. | ||
| February 27, 2025 | by: | /s/ Susan G. Riel |
|---|---|---|
| Susan G. Riel, Chair, 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.
| Name | Position | Date |
|---|---|---|
| /s/ Matthew D. Brockwell | Director | February 27, 2025 |
| Matthew D. Brockwell | ||
| /s/ Steven Freidkin | Director | February 27, 2025 |
| Steven Freidkin | ||
| /s/ Theresa G. LaPlaca | Director | February 27, 2025 |
| Theresa G. LaPlaca | ||
| /s/ Leslie Ludwig | Director | February 27, 2025 |
| Leslie Ludwig | ||
| /s/ Louis P. Mathews Jr. | Director | February 27, 2025 |
| Louis P. Mathews Jr. | ||
| /s/ Eric R. Newell | Senior Executive Vice President | February 27, 2025 |
| Eric R. Newell | and Chief Financial Officer of the Company (Principal Financial and Accounting Officer) | |
| /s/ Norman R. Pozez | Director | February 27, 2025 |
| Norman R. Pozez | ||
| /s/ Kathy A. Raffa | Director | February 27, 2025 |
| Kathy A. Raffa | ||
| /s/ Susan G. Riel | Chair, President and Chief Executive | February 27, 2025 |
| Susan G. Riel | Officer of the Company (Principal Executive Officer) | |
| /s/ James A. Soltesz, P.E. | Director | February 27, 2025 |
| James A. Soltesz | ||
| /s/ Benjamin M. Soto, Esquire | Director | February 27, 2025 |
| Benjamin M. Soto | ||
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