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Eagle Bancorp (EGBN) grants CEO Curley RSUs and options as inducement, make-whole pay

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Eagle Bancorp Inc. reported that President and CEO Stephen Russell Curley received several equity-based compensation awards on August 10, 2026. He was granted 8,683 time-vested restricted stock units as sign-on "Inducement Awards" and 41,606 time-vested restricted stock units as "Make Whole Awards," both issued as inducement grants under Nasdaq listing rules and subject to the company’s 2025 Equity Incentive Plan. Curley also received 17,045 non-qualified stock options as part of the Inducement Awards and 59,565 non-qualified stock options as part of the Make Whole Awards, each with an exercise price of $27.64 per share and expiring on August 10, 2036. The RSU awards vest in three and four substantially equal annual installments, respectively, beginning on the first anniversary of grant, while the stock options vest in three and four equal annual installments, respectively, beginning on August 10, 2027.

Positive

  • None.

Negative

  • None.
Insider Curley Stephen Russell
Role President/CEO
Type Security Shares Price Value
Grant/Award Employee Stock Option - Right to Buy F3 17,045 $0.00 $0.00
Grant/Award Employee Stock Option - Right to Buy F4 59,565 $0.00 $0.00
Grant/Award Common Stock F1 8,683 $0.00 $0.00
Grant/Award Common Stock F2 41,606 $0.00 $0.00
Holdings After Transaction: Employee Stock Option - Right to Buy — 76,610 shares (Direct); Common Stock — 50,289 shares (Direct)
Footnotes (4)
  1. F1. Represents an award of 8,683 time-vested restricted stock units granted as part of the Reporting Person's sign-on equity awards (the "Inducement Awards"). The Inducement Awards were issued as inducement grants under Nasdaq listing rules and are subject to the Eagle Bancorp, Inc. 2025 Equity Incentive Plan (the "Plan") as though granted thereunder, except as otherwise provided in the applicable award agreement. The award vests in three substantially equal annual installments commencing on the first anniversary of the date of grant.
  2. F2. Represents an award of 41,606 time-vested restricted stock units granted as part of the Reporting Person's make-whole equity awards (the "Make Whole Awards"). The Make Whole Awards were issued as inducement grants under Nasdaq listing rules and are subject to the Plan as though granted thereunder, except as otherwise provided in the applicable award agreement. The award vests in four substantially equal annual installments commencing on the first anniversary of the date of grant.
  3. F3. Represents an award of 17,045 non-qualified stock options granted as part of the Reporting Person's Inducement Awards to purchase common stock at an exercise price of $27.64 per share. The options are scheduled to vest in three equal annual installments beginning on August 10, 2027.
  4. F4. Represents an award of 59,565 non-qualified stock options granted as part of the Reporting Person's Make Whole Awards to purchase common stock at an exercise price of $27.64 per share. The options are scheduled to vest in four equal annual installments beginning on August 10, 2027.
Inducement RSUs 8,683 shares Time-vested restricted stock units granted as Inducement Awards on August 10, 2026
Make Whole RSUs 41,606 shares Time-vested restricted stock units granted as Make Whole Awards on August 10, 2026
Inducement stock options 17,045 options Non-qualified stock options as Inducement Awards, exercisable into common stock
Make Whole stock options 59,565 options Non-qualified stock options as Make Whole Awards, exercisable into common stock
Option exercise price $27.64 per share Exercise price for both Inducement and Make Whole non-qualified stock options
Option expiration August 10, 2036 Expiration date for both sets of non-qualified stock options
RSU vesting start First anniversary of grant Both RSU awards vest in substantially equal annual installments beginning one year after August 10, 2026
Option vesting start August 10, 2027 Stock options vest in equal annual installments beginning on this date
restricted stock units financial
"Represents an award of 8,683 time-vested restricted stock units granted as part"
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
"Represents an award of 17,045 non-qualified stock options granted as part"
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.
Inducement Awards financial
"granted as part of the Reporting Person's sign-on equity awards (the "Inducement Awards")"
Inducement awards are special bonuses given to new employees to encourage them to join a company, often in the form of stock or money. They matter because they can motivate talented people to choose one company over another and help align their success with the company's growth. Think of it like a signing bonus to seal the deal.
Make Whole Awards financial
"granted as part of the Reporting Person's make-whole equity awards (the "Make Whole Awards")"
2025 Equity Incentive Plan financial
"are subject to the Eagle Bancorp, Inc. 2025 Equity Incentive Plan (the "Plan") as though"
Nasdaq listing rules financial
"The Inducement Awards were issued as inducement grants under Nasdaq listing rules and are"
Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

FAQ

What equity awards did EGBN grant to CEO Stephen Russell Curley on August 10, 2026?

Eagle Bancorp Inc. granted CEO Stephen Russell Curley 8,683 inducement RSUs, 41,606 make-whole RSUs, 17,045 inducement stock options, and 59,565 make-whole stock options, all linked to common stock under the 2025 Equity Incentive Plan.

What is the exercise price of Stephen Curley’s new EGBN stock options?

Stephen Curley’s non-qualified stock options have an exercise price of $27.64 per share. These options were granted as part of his inducement and make-whole awards and are scheduled to vest in annual installments beginning August 10, 2027.

How do the new restricted stock units for EGBN’s CEO vest?

Curley’s 8,683 inducement RSUs vest in three substantially equal annual installments, while his 41,606 make-whole RSUs vest in four substantially equal annual installments, each starting on the first anniversary of the August 10, 2026 grant date.

When do Stephen Curley’s new EGBN stock options begin vesting and when do they expire?

The 17,045 and 59,565 non-qualified stock options begin vesting in equal annual installments on August 10, 2027 and are scheduled to expire on August 10, 2036, if not exercised or forfeited earlier.

Were Stephen Curley’s EGBN equity awards granted under a specific plan?

Yes. The inducement and make-whole awards are treated as if granted under Eagle Bancorp’s 2025 Equity Incentive Plan, subject to that plan’s terms except where an award agreement provides otherwise, and they qualify as inducement grants under Nasdaq listing rules.

What are the inducement and make-whole equity awards reported for EGBN’s CEO?

Inducement Awards include 8,683 RSUs and 17,045 stock options; Make Whole Awards include 41,606 RSUs and 59,565 stock options. All are tied to Eagle Bancorp common stock and have time-based vesting schedules.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Curley Stephen Russell

(Last)(First)(Middle)
C/O EAGLE BANCORP, INC.
7500 OLD GEORGETOWN ROAD

(Street)
BETHESDA MARYLAND 20814

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
EAGLE BANCORP INC [ EGBN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President/CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/10/2026A8,683(1)A$08,683D
Common Stock08/10/2026A41,606(2)A$050,289D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option - Right to Buy$27.6408/10/2026A17,045 (3)08/10/2036Common Stock17,045$017,045D
Employee Stock Option - Right to Buy$27.6408/10/2026A59,565 (4)08/10/2036Common Stock59,565$059,565D
Explanation of Responses:
1. Represents an award of 8,683 time-vested restricted stock units granted as part of the Reporting Person's sign-on equity awards (the "Inducement Awards"). The Inducement Awards were issued as inducement grants under Nasdaq listing rules and are subject to the Eagle Bancorp, Inc. 2025 Equity Incentive Plan (the "Plan") as though granted thereunder, except as otherwise provided in the applicable award agreement. The award vests in three substantially equal annual installments commencing on the first anniversary of the date of grant.
2. Represents an award of 41,606 time-vested restricted stock units granted as part of the Reporting Person's make-whole equity awards (the "Make Whole Awards"). The Make Whole Awards were issued as inducement grants under Nasdaq listing rules and are subject to the Plan as though granted thereunder, except as otherwise provided in the applicable award agreement. The award vests in four substantially equal annual installments commencing on the first anniversary of the date of grant.
3. Represents an award of 17,045 non-qualified stock options granted as part of the Reporting Person's Inducement Awards to purchase common stock at an exercise price of $27.64 per share. The options are scheduled to vest in three equal annual installments beginning on August 10, 2027.
4. Represents an award of 59,565 non-qualified stock options granted as part of the Reporting Person's Make Whole Awards to purchase common stock at an exercise price of $27.64 per share. The options are scheduled to vest in four equal annual installments beginning on August 10, 2027.
Remarks:
Stephen R. Curley08/12/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)