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Stephen Curley to lead Eagle Bancorp (NASDAQ: EGBN) as CEO

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8-K

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Eagle Bancorp, Inc. appointed Stephen R. Curley as President and Chief Executive Officer of the company and EagleBank, effective July 6, 2026. He will also join both boards on that date. Curley’s employment agreement provides a $1,050,000 annual salary, a $19,200 annual car allowance, reimbursement of life insurance premiums and participation in standard executive benefits.

He is eligible for an annual bonus targeted at 100% of salary and a 2027 long-term equity incentive targeted at 150% of salary, plus a $250,000 sign-on bonus. As an inducement award under Nasdaq Listing Rule 5635(c)(4), he will receive an initial equity grant valued at $1,200,000 split among options, time-vested RSUs and performance-based RSUs, and a make-whole equity grant of $2,000,000 in RSUs and options.

On certain terminations without cause or for good reason, Curley is entitled to cash severance of 2x salary plus recent bonuses and COBRA-related payments, increasing to 2.99x in a qualifying change-in-control termination. Current CEO Susan G. Riel will retire July 5, 2026, remain on the board if re-elected, and provide 12 months of transition consulting at $94,000 per month; 26,998 time-based restricted shares held by her will vest at retirement.

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Insights

Orderly CEO transition with a market-style pay, equity and severance package.

Eagle Bancorp is executing a planned leadership handoff, naming Stephen Curley CEO effective July 6, 2026 while current CEO Susan Riel retires the prior day and stays as a director if re‑elected. This structure supports continuity during the transition.

Curley’s package combines fixed pay of $1,050,000 salary with variable incentives: an annual bonus targeted at 100% of salary and a 2027 long-term incentive targeted at 150%. Inducement and make‑whole equity grants totaling $3.2M align him with shareholders through options and RSUs that vest over three or more years.

Severance economics are significant but typical for a bank CEO: 2x salary plus recent bonuses for qualifying terminations, rising to 2.99x after a change in control, plus COBRA-related cash payments and post‑employment non‑compete obligations. Riel’s $94,000 monthly consulting fee and accelerated vesting of 26,998 restricted shares compensate her for a year of transitional support.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO base salary $1,050,000 per year Stephen Curley annual salary under employment agreement
Car allowance $19,200 per year Annual car allowance for Stephen Curley
Sign-on bonus $250,000 Paid to Stephen Curley at employment commencement, subject to repayment conditions
Initial equity grant $1,200,000 Inducement equity grant to Stephen Curley, mix of options and RSUs
Make-whole equity grant $2,000,000 Additional RSUs and options for Stephen Curley vesting over four years
Standard severance multiple 2x salary plus bonuses Cash severance for qualifying termination without cause or for good reason
Change-in-control multiple 2.99x salary plus bonus amount Cash severance upon qualifying change in control termination
Consulting fee to Riel $94,000 per month Twelve-month consulting arrangement after retirement
Change in Control Termination financial
"Upon a termination without cause or resignation for good reason within twelve months following consummation of a change in control (as defined in his employment agreement) (a “Change in Control Termination”)"
Senior Executive Incentive Plan financial
"Mr. Curley is eligible to participate in the Senior Executive Incentive Plan (with an annual target bonus opportunity equal to 100% of Mr. Curley’s salary)"
performance-based restricted stock units financial
"60% in the form of performance-based restricted stock units cliff vesting following a three-year performance period"
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.
Nasdaq Listing Rule 5635(c)(4) regulatory
"As an inducement material to Mr. Curley’s acceptance of employment with the Company in accordance with 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.
COBRA premiums financial
"a lump sum cash amount equal to 24 times his total monthly COBRA premiums for continuation of healthcare coverage"
Understanding 8-K Material Events →
0001050441☐00010504412026-05-072026-05-07

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): May 7, 2026
 
EAGLE BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Maryland0-2592352-2061461
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
7500 Old Georgetown Road, 15th 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)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueEGBNThe Nasdaq Stock Market LLC
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))
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (c), (d) and (e) Effective July 6, 2026 (the “Start Date”), Stephen R. Curley, age 55, will assume the position of President and Chief Executive Officer of Eagle Bancorp, Inc. (the “Company”) and its wholly owned subsidiary EagleBank (the “Bank”). Mr. Curley will also join the boards of directors of the Company and the Bank on July 6, 2026, with his committee assignments to be determined at that time. Mr. Curley previously served as Chief Banking Officer for National Business Lines at Western Alliance Bancorporation (WAL), the bank holding company for Western Alliance Bank, which has more than $90 billion in assets and is headquartered in Phoenix, Arizona, since 2022. Prior to that, from 2018 to 2022, Mr. Curley was Division President at Western Alliance Bank.
Susan Riel will retire as President and Chief Executive Officer of the Company and the Bank, with her last day of service being July 5, 2026, while remaining a director of the Company and the Bank if she is re-elected to the Company board at the upcoming Annual Meeting. Ms. Riel has agreed to provide consulting services for a transition period of twelve months following her retirement.
In connection with his appointment to the position of President and Chief Executive Officer of the Company and the Bank, Mr. Curley entered into an employment agreement with the Company and the Bank, dated May 7, 2026, which has an initial term of two years which automatically extends for an additional year commencing on the first anniversary of the Start Date, and continuing on each anniversary thereafter unless either party gives a notice of nonrenewal. Under the employment agreement, Mr. Curley will receive an annual salary of $1,050,000, an annual car allowance of $19,200, reimbursement of life insurance premiums, and other benefits generally provided to similarly situated employees. Mr. Curley is eligible to participate in the Senior Executive Incentive Plan (with an annual target bonus opportunity equal to 100% of Mr. Curley’s salary) and to receive equity compensation (with a 2027 target long-term incentive opportunity equal to 150% of Mr. Curley’s salary). Mr. Curley will be entitled to receive a sign-on bonus of $250,000 upon commencement of employment, which is subject to certain repayment conditions upon his resignation other than for good reason (as defined in his employment agreement) during his first year of employment. As an inducement material to Mr. Curley’s acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4), the agreement provides for (i) an initial equity grant of $1,200,000, consistent with the long-term incentive plan structure for all executive officers, with 20% of the grant in the form of time-vested non-qualified stock options vesting over three years, 20% in the form of time-vested restricted stock units vesting over three years, and 60% in the form of performance-based restricted stock units cliff vesting following a three-year performance period and (ii) a make-whole equity grant of $2,000,000, comprising $1,150,000 in the form of time-vested restricted stock units and $850,000 in the form of non-qualified stock options, in each case vesting in four equal annual installments beginning on the first anniversary of the grant date.
Under his employment agreement, upon a termination without cause or resignation for good reason (each as defined in his employment agreement) other than a Change in Control Termination (as defined below), Mr. Curley will be entitled to receive cash severance in an amount equal to two times the sum of (i) his base salary plus (ii) his annual cash bonuses paid in the most recent twelve months (or, in the event of a qualifying termination prior to the scheduled payment date of the 2026 annual cash bonus, his 2026 target bonus) (the “Bonus Amount”), payable in equal monthly installments, as well as a lump sum cash amount equal to 24 times his total monthly COBRA premiums for continuation of healthcare coverage. Upon a termination without cause or resignation for good reason within twelve months following consummation of a change in control (as defined in his employment agreement) (a “Change in Control Termination”), Mr. Curley will be entitled to receive cash severance in an amount equal to 2.99 times the sum of (x) his base salary plus (y) the Bonus Amount, payable in a lump sum, as well as a lump sum cash payment equal to 36 times his total monthly COBRA premiums for continuation of healthcare coverage.
Mr. Curley’s employment agreement contains restrictive covenants, including non-competition and non-interference covenants effective for 12 months following any termination of employment (which may be extended to two years by mutual agreement in the event of a Change in Control Termination). There are no family relationships between Mr. Curley and any director or executive officer of the Company or the Bank, and there are no related party transactions between the Company or the Bank and Mr. Curley that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
Ms. Riel entered into a consulting agreement with the Company and the Bank, dated May 9, 2026, memorializing her agreement to provide consulting services for a transition period of twelve months commencing July 6, 2026 for a consulting fee of $94,000 per month. The Compensation Committee of the Company board also confirmed that the 26,998 outstanding shares of time-based restricted stock awards held by Ms. Riel will accelerate and vest upon her retirement. Following her retirement, Ms. Riel will be eligible to receive the Company’s standard compensation for non-employee directors, as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 3, 2026.
The foregoing summaries are qualified in their entirety by reference to the employment agreement with Mr. Curley and the consulting agreement with Ms. Riel, which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K.



Item 7.01. Regulation FD Disclosure.
On May 12, 2026, the Company issued a press release announcing Mr. Curley’s appointment as President and Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 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 this Item 7.01, including the accompanying Exhibit 99.1, 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. Exhibits.
(d) Exhibits. 
Exhibit Number Description
10.1
Employment agreement, dated May 7, 2026, between the Company and the Bank and Stephen Curley
10.2
Consulting agreement, dated May 9, 2026, between the Company and the Bank and Susan Riel
99.1
 Press Release of Eagle Bancorp, Inc., dated May 12, 2026, announcing the appointment of Stephen Curley
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: May 12, 2026By:/s/ Eric R. Newell       
  Eric R. Newell
  Senior Executive Vice President, Chief Financial Officer

Confidential News Release FINAL DRAFT 3 Monday May 11, 2026 Eagle Bancorp Board Appoints Stephen Curley President and Chief Executive Officer BETHESDA, Md., Monday, May 11, 2026 --Eagle Bancorp, Inc. (NASDAQ: EGBN), the Bethesda- based holding company for EagleBank, one of the largest community banks in the Washington, D.C. area, today announced that the board of directors appointed Stephen Curley as president and chief execu ve officer of Eagle Bancorp, Inc. and EagleBank, effec ve July 6, 2026. He will also serve as a director on the board commensurate with his start date. The appointment follows an extensive board evaluation and search of internal and external candidates. Board Chair Commentary “The board’s CEO search focused on identifying a leader with experience and strategic judgment required in today’s challenging banking environment,” said James A. Soltesz, Eagle Bancorp’s independent board chair. “Long-term shareholder value requires execution across lending, deposit growth, capital allocation and risk management. Our priorities remain focused on improving shareholder returns, diversifying our funding profile, optimizing the balance sheet and delivering sustainable profitability. “Stephen Curley brings hands-on experience executing those priorities. He has built commercial banking relationships, expanded core deposits, allocated capital prudently and maintained a strong focus on risk-adjusted returns,” Mr. Soltesz continued. “He also understands the value of relationship-driven community banking — combining local decision-making, and specialized expertise that differentiates EagleBank from other institutions. “His personality and leadership style aligns with EagleBank’s Relationship FIRST culture, strategic direction and operating approach. He is well positioned to strengthen profitability, enhance franchise value and deliver consistent long-term performance for shareholders,” Mr. Soltesz concluded. Background and Comments on Stephen Curley Stephen Curley is a seasoned banking executive with more than 25 years of experience leading diversified business lines and delivering growth and strong operational performance.

 

At Western Alliance Bank in Phoenix, Arizona, Curley served as chief banking officer for national business lines and division president of Alliance Association Bank. He revitalized branch banking and small business lending, improved branch profitability, and enhanced service for middle- market commercial clients. He also built several new businesses that helped diversify the company’s lending assets and grow high quality core operating deposits. On his appointment, Mr. Curley said, “EagleBank is a strong commercial franchise, with a respected market position and solid operating foundation. Leveraging those strengths will lead to improving performance, expanding the business and delivering value for clients, employees and shareholders.” Mr. Curley continued, “My experiences in banking have been centered on growth, operational accountability and consistent execution. I will strive to bring that experience and leadership to Eagle and the communities it serves to achieve our strategic objectives.” Background and Comments on Susan G. Riel Susan G. Riel will remain president and chief executive officer through July 5 to support an orderly and smooth transition. She will continue to serve as a director of Eagle Bancorp and EagleBank if reelected to the board at the upcoming annual mee ng on May 14, 2026. Her retirement was announced in November 2025. Ms. Riel will continue as a consultant to the bank for 12 months following her retirement in July. Ms. Riel served as president and chief executive officer of Eagle Bancorp and EagleBank since 2019. Previously, she was chief operating officer, with a tenure dating back to 1998. During her term, she led the company with a disciplined approach to execution and expense management and a steady hand during times of challenge and transition. She maintained a consistent focus on enhancing risk management and controls, client service, reinforcing long- standing relationships while strengthening operations and positioning Eagle Bancorp for stability and growth. “Susan’s tenure at EagleBank has been defined by steady and devoted leadership and maintaining a “Relationship First Culture” that defines our values,” said Mr. Soltesz. “She played a central role in strengthening the operating framework, enhancing risk management and maintaining strong client relationships through multiple cycles. Her contributions leave the company with a strong franchise and solid foundation that well positions the bank for long- term growth and profitability.” About Eagle Bancorp, Inc. Eagle Bancorp, Inc. is the holding company for EagleBank, which commenced operations in 1998. The Bank is headquartered in Bethesda, Maryland, and operates through twelve banking offices and four lending offices located in Suburban Maryland, Washington, D.C. and Northern

 

Virginia. It focuses on building relationships with businesses, professionals and individuals in its marketplace, and is committed to a culture of respect, opportunity, belonging and inclusion in both its workplace and the communities in which it operates. Cau on About Forward-Looking Statements This news release contains forward-looking statements within the meaning of the Securi es Exchange Act of 1934, as amended, including statements of goals, inten ons, and expecta ons as to future trends, plans, events or results of Company opera ons and policies and regarding general economic condi ons. These forward-looking statements are based on current expecta ons that involve risks, uncertain es, and assump ons. Because of these uncertain es and the assump ons on which the forward-looking statements are based, actual future opera ons and results in the future may differ materially from those indicated herein. Readers are cau oned against placing undue reliance on any such forward-looking statements. For details on factors that could affect these expecta ons, see the risk factors and other cau onary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and other filings with the SEC. Except as required by law, the Company does not undertake to update forward-looking statements contained in this release. ## --End of document-- Contact: Eagle Bancorp, Inc. Investors Eric R. Newell Chief Financial Officer, Eagle Bancorp, Inc. 240.497.1796 ENewell@eaglebankcorp.com Media Vikki Kayne SVP, Chief Marketing Officer 240.497.2954 VKayne@eaglebankcorp.com

 

Source: View Original Filing on SEC EDGAR

FAQ

When does Stephen Curley become CEO of Eagle Bancorp (EGBN)?

Stephen Curley becomes President and Chief Executive Officer of Eagle Bancorp and EagleBank on July 6, 2026. He will also join both boards of directors on that date, following the planned retirement of current CEO Susan G. Riel on July 5, 2026.

What is Stephen Curley’s compensation package at Eagle Bancorp (EGBN)?

Stephen Curley’s employment agreement provides a $1,050,000 annual salary, $19,200 annual car allowance and life insurance reimbursement. He is eligible for a target annual bonus equal to 100% of salary and a 2027 long-term incentive opportunity equal to 150% of salary, plus a $250,000 sign-on bonus.

What equity awards will Stephen Curley receive from Eagle Bancorp (EGBN)?

Curley will receive a $1,200,000 initial equity grant split among stock options, time-vested RSUs and performance-based RSUs. He also receives a $2,000,000 make-whole equity grant, consisting of $1,150,000 in time-vested RSUs and $850,000 in options, vesting over four years.

What severance protections does Stephen Curley have at Eagle Bancorp (EGBN)?

If terminated without cause or resigning for good reason, Curley receives cash severance of two times salary plus recent annual bonuses and 24 months of COBRA-related cash. After a qualifying change in control, this increases to 2.99 times salary plus bonus and 36 months of COBRA-related cash.

What are the terms of Susan Riel’s transition from CEO at Eagle Bancorp (EGBN)?

Susan G. Riel retires as President and CEO on July 5, 2026, and may remain a director if re-elected. She will provide 12 months of consulting services starting July 6, 2026, for a $94,000 monthly fee. Her 26,998 time-based restricted shares will vest at retirement.

Why did Eagle Bancorp (EGBN) grant inducement equity awards to Stephen Curley?

Eagle Bancorp granted Curley inducement equity awards under Nasdaq Listing Rule 5635(c)(4) as a material incentive for him to join. The $1,200,000 initial grant follows the company’s long-term incentive structure and includes stock options, time-vested RSUs and performance-based RSUs with multi-year vesting.

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