EAGLE BANCORP INC

(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