[8-K] EAGLE BANCORP INC Reports Material Event

Rhea-AI Filing Summary

Eagle Bancorp, Inc. (EGBN) filed an 8-K announcing leadership changes and furnishing earnings materials. The Company reported that Executive Vice President and Chief Credit Officer Kevin Geoghegan will voluntarily resign effective December 31, 2025. The Company stated the decision was not due to any disagreement on operations, policies, or practices.

The Bank appointed William L. Perotti as interim Chief Credit Officer and Daniel D. Callahan as interim Deputy Chief Credit Officer pending a permanent hire. The Company also furnished its October 22, 2025 press release and an earnings conference call presentation for October 23, 2025 as Exhibits 99.1 and 99.2.

0001050441☐00010504412025-10-222025-10-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2025

EAGLE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland			0-25923			52-2061461
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

7830 Old Georgetown Road, Third Floor

Bethesda, Maryland 20814

(Address of Principal Executive Offices) (Zip Code)

(301) 986-1800

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			EGBN			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 22, 2025, Eagle Bancorp, Inc. (the "Company") issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

Kevin Geoghegan, Executive Vice President of the Company and Executive Vice President and Chief Credit Officer of EagleBank (the “Bank”), a wholly owned subsidiary of the Company, has notified the Company and the Bank of his intent to voluntarily resign from his position, effective December 31, 2025. Mr. Geoghegan’s decision to resign was not the result of any disagreement between the Company and Mr. Geoghegan on any matter relating to the Company’s operations, policies, or practices.

The Bank has engaged William L. Perotti as interim Chief Credit Officer and Daniel D. Callahan as interim Deputy Chief Credit Officer until a permanent replacement is hired.

Attached as Exhibit 99.2 to this report is the presentation for the Company's earnings conference call on October 23, 2025, which also may be used in connection with potential meetings with investors and/or analysts. The Company does not undertake to update the information contained in the attached presentation materials.

The information contained in this Current Report on Form 8-K that is furnished under Items 2.02 and 7.01, including the accompanying Exhibits 99.1 and 99.2, is being furnished pursuant to Items 2.02 and 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K that is furnished under Items 2.02 and 7.01, including the accompanying Exhibits 99.1 and 99.2, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release dated October 22, 2025
99.2						Earnings Presentation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			EAGLE BANCORP, INC.
Date: October 22, 2025			By:			/s/ Eric R. Newell
						Eric R. Newell
						Senior Executive Vice President, Chief Financial Officer

FAQ

What did Eagle Bancorp (EGBN) disclose in this 8-K?

The Company furnished a press release and earnings presentation and announced the planned resignation of its Chief Credit Officer effective December 31, 2025.

Who is resigning at EGBN and when is it effective?

Executive Vice President and Chief Credit Officer Kevin Geoghegan will resign effective December 31, 2025.

Did EGBN cite any disagreement related to the resignation?

No. The Company stated the decision was not the result of any disagreement regarding operations, policies, or practices.

Who will serve as interim credit leaders at EagleBank?

William L. Perotti was engaged as interim Chief Credit Officer and Daniel D. Callahan as interim Deputy Chief Credit Officer.

What exhibits were furnished with the 8-K for EGBN?

Exhibit 99.1 is the October 22, 2025 press release and Exhibit 99.2 is the earnings presentation for the October 23, 2025 call.

Is the furnished information considered filed under the Exchange Act?

No. Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, are furnished and not deemed filed.

Where is Eagle Bancorp’s common stock listed?

Common stock trades on The Nasdaq Stock Market LLC under the symbol EGBN.