Eagle Bancorp (EGBN) director receives 9,073-share restricted stock award

Rhea-AI Filing Summary

Eagle Bancorp Inc. director Louis P. Mathews Jr. acquired 9,073 shares of common stock through a grant of time-vested restricted stock under the 2025 Equity Incentive Plan at a stated price of $0.00 per share. The award vests on the first anniversary of the grant date and then must be held for an additional two-year holding period. Following this award, his directly held common stock totals 19,230 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^*

Mathews Louis P. Jr.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		A		9,073(1)	A	$0	19,230	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. Represents award of time-vested restricted stock under the 2025 Equity Incentive Plan. Award vests on the first anniversary of the date of grant and must be held for an additional two-year holding period following such vesting.

Remarks:

	Louis P. Mathews Jr.	02/21/2026
	** 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.
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FAQ

What insider transaction did EAGLE BANCORP INC (EGBN) report for Louis P. Mathews Jr.?

Eagle Bancorp Inc. reported an equity award to director Louis P. Mathews Jr. He received 9,073 shares of time-vested restricted common stock under the 2025 Equity Incentive Plan, increasing his directly held stake to 19,230 shares after the grant.

How many EAGLE BANCORP INC (EGBN) shares were granted in this Form 4 filing?

The Form 4 shows a grant of 9,073 common shares to director Louis P. Mathews Jr. These shares are in the form of restricted stock awarded under the company’s 2025 Equity Incentive Plan, with vesting and holding requirements attached.

What are the vesting terms of the EAGLE BANCORP INC (EGBN) restricted stock award?

The restricted stock award vests after one year from the grant date. After vesting, the shares must be held for an additional two-year holding period, effectively tying the director’s ownership to a three-year overall commitment before free trading.

What is Louis P. Mathews Jr.’s total EAGLE BANCORP INC (EGBN) share ownership after this grant?

After the restricted stock grant, Louis P. Mathews Jr. directly holds 19,230 shares of Eagle Bancorp Inc. common stock. This total reflects the newly awarded 9,073 restricted shares added to his previously held direct position reported in the filing.

Was the EAGLE BANCORP INC (EGBN) restricted stock grant a market purchase or a compensation award?

The transaction was a compensation-related award, not a market purchase. The Form 4 classifies it as a grant or award acquisition with a transaction price of $0.00 per share, issued under the 2025 Equity Incentive Plan with time-based vesting.

Under which plan was the EAGLE BANCORP INC (EGBN) restricted stock granted?

The 9,073 restricted shares were granted under Eagle Bancorp Inc.’s 2025 Equity Incentive Plan. This plan provides equity-based compensation, and the award is structured as time-vested restricted stock with a one-year vesting date and a further two-year holding requirement.