Form 4: RIEL SUSAN G reports disposition transactions in EGBN

Rhea-AI Filing Summary

RIEL SUSAN G reported disposition transactions in a Form 4 filing for EGBN. The filing lists transactions totaling 9,683 shares at a weighted average price of $26.16 per share. Following the reported transactions, holdings were 316,671 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RIEL SUSAN G

(Last) (First) (Middle)

C/O EAGLE BANCORP, INC.

7500 OLD GEORGETOWN ROAD

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EAGLE BANCORP INC [ EGBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		F		5,862(1)	D	$26.1	320,492(2)	D
Common Stock	02/13/2026		F		3,821(3)	D	$26.26	316,671	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were withheld to satisfy tax withholding obligations in connection with the partial vesting of a restricted stock award granted on February 12, 2024.

2. The Reporting Person's holdings include 175 shares acquired under the Eagle Bancorp, Inc. 2021 Employee Stock Purchase Plan on December 31, 2025.

3. The shares were withheld to satisfy tax withholding obligations in connection with the partial vesting of a restricted stock award granted on February 13, 2023.

Remarks:

	Susan G. Riel	02/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Eagle Bancorp (EGBN) report for Susan G. Riel?

Eagle Bancorp reported that President & CEO Susan G. Riel had shares withheld to cover tax obligations from restricted stock vesting. These were tax-withholding dispositions, not open-market sales, and left her with 316,671 shares of common stock owned directly.

How many Eagle Bancorp (EGBN) shares were used for tax withholding on February 12, 2026?

On February 12, 2026, 5,862 Eagle Bancorp common shares were withheld at $26.10 each to satisfy tax withholding obligations on a restricted stock award that partially vested from a grant dated February 12, 2024.

What happened to Susan Riel’s Eagle Bancorp (EGBN) shares on February 13, 2026?

On February 13, 2026, 3,821 Eagle Bancorp common shares were withheld at $26.26 each for tax obligations arising from partial vesting of a restricted stock award granted on February 13, 2023, reducing her direct holdings after the transaction.

How many Eagle Bancorp (EGBN) shares does Susan Riel hold after these Form 4 transactions?

After the reported tax-withholding dispositions, Susan G. Riel directly holds 316,671 Eagle Bancorp common shares. This figure includes 175 shares acquired under the Eagle Bancorp, Inc. 2021 Employee Stock Purchase Plan on December 31, 2025.

Were the Eagle Bancorp (EGBN) insider transactions open-market sales?

No, the reported Eagle Bancorp insider transactions were not open-market sales. The filing states the shares were withheld by the issuer to satisfy tax withholding obligations related to the partial vesting of previously granted restricted stock awards.

What is the role of the reporting person in Eagle Bancorp (EGBN)?

The reporting person, Susan G. Riel, serves as both a director and the President & CEO of Eagle Bancorp, Inc. Her Form 4 filing reflects changes in directly held common stock due to tax-withholding on restricted stock vesting.