Eagle Bancorp, Inc. Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Eagle Bancorp (NASDAQ:EGBN), holding company for EagleBank, granted employment inducement equity awards to newly appointed President and CEO Stephen R. Curley on August 10, 2026.

Rhea-AI Summary

Eagle Bancorp (NASDAQ:EGBN), holding company for EagleBank, granted employment inducement equity awards to newly appointed President and CEO Stephen R. Curley on August 10, 2026. The package includes sign-on inducement awards of 26,049 performance-based RSUs, 8,683 RSUs and non-qualified stock options for 17,045 shares.

The make-whole inducement awards comprise 41,606 RSUs and non-qualified stock options for 59,565 shares. All options have an exercise price of $27.64, equal to the grant-date closing price. According to the company, the awards were approved by the Board and its Compensation Committee and granted outside the 2025 Equity Incentive Plan under Nasdaq Listing Rule 5635(c)(4), but are generally governed by that plan’s terms.

Positive

• Equity inducement package approved for new CEO Stephen R. Curley, including performance-based RSUs, RSUs and options
• Stock options exercise price $27.64, set at the common stock’s closing price on the grant date
• Inducement awards granted outside 2025 Equity Incentive Plan, preserving the plan’s existing share reserve

Negative

• Potential dilution from equity awards covering up to 50,289 RSUs and 76,610 option shares if vested and exercised

Argus Aug 12 session

+1.23% close to close Open Argus

Details

News Market Reaction – EGBN

On Aug 12, the day this news came out, EGBN closed 1.23% above the previous close.

Data tracked by StockTitan Argus for the Aug 12 session.

Market Context

Current short positioning was categorized as low, providing context for the CEO's inducement awards ...

Analysis

Current short positioning was categorized as low, providing context for the CEO's inducement awards rather than a heavily shorted setup. The grants were outside the 2025 plan; award terms and future ownership disclosures remain relevant considerations.

Key Figures

Grant Date: August 10, 2026 Performance-Based RSUs: 26,049 units Restricted Stock Units: 8,683 units +4 more

Grant Date

August 10, 2026

Employment inducement awards

Performance-Based RSUs

26,049 units

Sign-on inducement awards

Restricted Stock Units

8,683 units

Sign-on inducement awards

Sign-On Stock Options

17,045 shares

Non-qualified stock options

Make-Whole RSUs

41,606 units

Make-whole inducement awards

Make-Whole Stock Options

59,565 shares

Non-qualified stock options

Option Exercise Price

$27.64 per share

Equal to the closing price on the grant date

Historical Context

5 past events · Latest: Jul 22

5 events

1. Jul 22

   Second-quarter earnings

   24h Move

   +2.5%

   Second-quarter earnings declined from the prior quarter despite improved net interest margin.

2. Jul 08

   Earnings call notice

   24h Move

   -2.0%

   Company scheduled a call to discuss second-quarter 2026 earnings results.

3. May 12

   CEO appointment

   24h Move

   -0.9%

   Board appointed Stephen Curley as president and chief executive officer effective July 6.

4. Apr 22

   First-quarter earnings

   24h Move

   -2.7%

   First-quarter results returned the company to profitability and included a cash dividend.

5. Apr 08

   Earnings call notice

   24h Move

   +2.8%

   Company scheduled a call to discuss first-quarter 2026 earnings results.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

performance-based restricted stock units, restricted stock units, non-qualified stock options, nasdaq listing rule 5635(c)(4)

4 terms

performance-based restricted stock units financial

"sign-on inducement awards comprising 26,049 performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

restricted stock units financial

"8,683 restricted stock units and non-qualified stock options"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

non-qualified stock options financial

"non-qualified stock options to purchase 17,045 shares"

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

nasdaq listing rule 5635(c)(4) regulatory

"exception set forth in Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BETHESDA, Md., Aug. 12, 2026 (GLOBE NEWSWIRE) -- Eagle Bancorp, Inc. (the “Company”), the holding company for EagleBank, today announced that, in connection with the appointment of Stephen R. Curley as President and Chief Executive Officer of the Company and EagleBank, the Company granted employment inducement equity awards to Mr. Curley on August 10, 2026, as a material inducement to his entering into employment with the Company and EagleBank and pursuant to the terms of his employment agreement, which was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2026.

The inducement awards consisted of (i) sign-on inducement awards comprising 26,049 performance-based restricted stock units, 8,683 restricted stock units and non-qualified stock options to purchase 17,045 shares of the Company’s common stock and (ii) make-whole inducement awards comprising 41,606 restricted stock units and non-qualified stock options to purchase 59,565 shares of the Company’s common stock. The non-qualified stock options have an exercise price of $27.64 per share, equal to the closing price of the Company’s common stock on the grant date.

The awards were approved by the Company’s Board of Directors and the Compensation Committee of the Board of Directors and were granted outside of, and not pursuant to, the Company’s 2025 Equity Incentive Plan and the share reserve thereunder, in reliance on the employment inducement award exception set forth in Nasdaq Listing Rule 5635(c)(4).

The awards are subject to and governed by the terms of the Company’s 2025 Equity Incentive Plan as if granted under that plan, except as otherwise provided in the applicable award agreements.

About Eagle Bancorp, Inc. and EagleBank
Eagle Bancorp, Inc. is the holding company for EagleBank, which commenced operations in 1998. EagleBank is headquartered in Bethesda, Maryland, and conducts full service commercial banking through 12 offices, located in Suburban, Maryland, Washington, D.C. and Northern Virginia. EagleBank focuses on building relationships with businesses, professionals and individuals in its marketplace.

EagleBank Contact
Eric Newell, Chief Financial Officer, Eagle Bancorp, Inc.
240.497.1796

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity inducement awards did Eagle Bancorp (EGBN) grant to its new CEO on August 10, 2026?

Eagle Bancorp granted Stephen R. Curley sign-on and make-whole inducement awards totaling performance-based RSUs, RSUs and stock options. According to the company, these include 26,049 performance-based RSUs, 50,289 RSUs in total and options for 76,610 shares.

How many restricted stock units are included in Eagle Bancorp’s August 2026 CEO inducement grants (EGBN)?

The inducement package includes 26,049 performance-based restricted stock units and 50,289 restricted stock units overall. According to Eagle Bancorp, these RSUs are split between sign-on awards of 8,683 RSUs and make-whole awards of 41,606 RSUs.

What is the exercise price of the Eagle Bancorp (EGBN) stock options granted to Stephen R. Curley?

The non-qualified stock options have an exercise price of $27.64 per share. According to the company, this equals the closing price of Eagle Bancorp’s common stock on the August 10, 2026 grant date.

How many Eagle Bancorp (EGBN) shares are covered by the stock options in the August 2026 inducement awards?

The inducement awards include options to purchase 76,610 shares of Eagle Bancorp common stock. According to the company, this consists of 17,045 sign-on option shares and 59,565 make-whole option shares granted to Stephen R. Curley.

Were Eagle Bancorp’s August 2026 CEO inducement awards granted under the 2025 Equity Incentive Plan?

The awards were granted outside the 2025 Equity Incentive Plan and its share reserve. According to Eagle Bancorp, they rely on Nasdaq Listing Rule 5635(c)(4) but are governed by the plan’s terms except where award agreements differ.

Why did Eagle Bancorp (EGBN) use Nasdaq Listing Rule 5635(c)(4) for the CEO inducement grants?

Eagle Bancorp relied on Nasdaq Listing Rule 5635(c)(4) because the equity awards were a material inducement to Stephen R. Curley’s employment. According to the company, this allowed grants outside the 2025 Equity Incentive Plan’s share reserve.