EAGLE BANCORP INC
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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FY2025 · Filed Mar 9, 2026
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 Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023
–Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023
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 (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 (incorporated 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 (incorporated 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 (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No. 333-187713)) |
| 10.2 + | 2016 Stock Plan (Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 (No. 333-211857)) |
| 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.) |
| 10.4 + | Second Amended and Restated Employment Agreement dated as of January 28, 2020, between EagleBank and Janice L. Williams (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on February 3, 2020.) |
| 10.5 + | 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.) |
| 10.6 + | 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.) |
| 10.7 + | 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.) |
| 10.9 + | 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.) |
| 10.10 + | 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. 333-199875)) |
| 10.11 + | 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. 333-199875)) |
| Table of Contents | Exhibits and Financial Statement Schedules |
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| 10.12 + | 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.) |
| 10.13 + | 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.) |
| 10.14 + | Form of Executive Officer Restricted Stock 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.) |
| 10.15 + | 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.) |
| 10.16 + | 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.) |
| 10.17 + | 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.) |
| 10.18 + | Employment Agreement dated as of September 25, 2023 between EagleBank, Eagle Bancorp, Inc. and Eric R. Newell (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.) |
| 10.19 + | Employment Agreement dated as of August 9, 2023 between EagleBank, Eagle Bancorp, Inc. 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) |
| 10.20 + | Non-Compete Agreement dated as of September 25, 2023, between EagleBank, Eagle Bancorp, Inc. and Eric R. Newell (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.) |
| 10.21 + | Non-Compete Agreement dated as of August 9, 2023, between EagleBank, Eagle Bancorp, Inc. and Ryan Riel (incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023.) |
| 10.22 + | 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.) |
| 10.23 + | Amended and Restated Chairman Compensation Agreement, dated as of December 18, 2023, among Eagle Bancorp, Inc., EagleBank and Norman R. Pozez (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 21, 2023.) |
| 10.24 + | 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.) |
| 10.25 + | 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.) |
| 10.26 + | 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.) |
| 10.27 + | 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.) |
| 10.28 + | 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.) |
| 10.29 + | Employment Agreement dated as of September 3, 2024 between EagleBank, Eagle Bancorp, Inc. 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 |
| 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 |
| Table of Contents | 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 as of December 31, 2025 and 2024 | |
| (ii) | Consolidated Statement of Operations for the years ended December 31, 2025, 2024 and 2023 | |
| (iii) | Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023 | |
| (iv) | Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023 | |
| (v) | Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024 and 2023 | |
| (vi) | Notes to Consolidated Financial Statements |
| (+) | Indicates management contract or compensatory plan or arrangement. |
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| Table of Contents | Signatures |
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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. | ||
| March 9, 2026 | by: | /s/ Susan G. Riel |
|---|---|---|
| Susan G. 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.
| Name | Position | Date |
|---|---|---|
| /s/ Matthew D. Brockwell | Chair, Director | March 9, 2026 |
| Matthew D. Brockwell | ||
| /s/ Steven Freidkin | Director | March 9, 2026 |
| Steven Freidkin | ||
| /s/ Theresa G. LaPlaca | Director | March 9, 2026 |
| Theresa G. LaPlaca | ||
| /s/ Leslie Ludwig | Director | March 9, 2026 |
| Leslie Ludwig | ||
| /s/ Louis P. Mathews Jr. | Director | March 9, 2026 |
| Louis P. Mathews Jr. | ||
| /s/ Eric R. Newell | Senior Executive Vice President and Chief Financial Officer of the Company (Principal Financial and Accounting Officer) | March 9, 2026 |
| Eric R. Newell | ||
| /s/ Kristen J. Pederson | Director | March 9, 2026 |
| Kristen J. Pederson | ||
| /s/ Susan G. Riel | President and Chief Executive Officer of the Company (Principal Executive Officer) | March 9, 2026 |
| Susan G. Riel | ||
| /s/ James A. Soltesz, P.E. | Director | March 9, 2026 |
| James A. Soltesz | ||
| /s/ Benjamin M. Soto, Esquire | Vice Chair, Director | March 9, 2026 |
| Benjamin M. Soto | ||
| /s/ Theodore A. Wilm | Director | March 9, 2026 |
| Theodore A. Wilm | ||
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