Eagle Bancorp (EGBN) CEO receives new RSU and option awards

Rhea-AI Filing Summary

Eagle Bancorp Inc. President and CEO Susan G. Riel reported equity awards that increase her direct stake in the company. She acquired 7,780 shares of common stock as a grant of time-vested restricted stock units under the 2025 Equity Incentive Plan, which vest in three substantially equal annual installments starting on the first anniversary of the grant date.

She also received 15,684 employee stock options to buy common stock at an exercise price of $26.45 per share, vesting in three equal annual installments beginning on February 19, 2027. The option grant consists of 7,621 incentive stock options and 8,063 non-qualified stock options. Following these awards, her directly owned common shares total 324,451.

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

OMB APPROVAL

OMB Number:			3235-0287
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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)
02/19/2026

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		7,780(1)	A	$0	324,451	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
Employee Stock Option - Right to Buy	$26.45	02/19/2026		A		15,684		(2)	02/19/2036	Common Stock	15,684	$0	15,684	D

Explanation of Responses:

1. Represents award of time-vested restricted stock units under the Eagle Bancorp, Inc. 2025 Equity Incentive Plan (the "Plan"). Award vests in three substantially equal annual installments commencing on the first anniversary of the date of grant.

2. Represents award of 15,684 options under the Plan to purchase common stock at an exercise price of $26.45 per share. The options are scheduled to vest in three equal annual installments beginning on February 19, 2027. The award was comprised of 7,621 incentive stock options and 8,063 non-qualified stock options.

Remarks:

	Susan G. Riel	02/23/2026
	** 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).
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FAQ

What equity awards did Eagle Bancorp (EGBN) CEO Susan Riel report?

Susan Riel reported receiving grants of restricted stock units and stock options. She was awarded 7,780 shares of common stock as time-vested restricted stock units and 15,684 stock options to purchase Eagle Bancorp common stock under the company’s 2025 Equity Incentive Plan.

How many restricted stock units did the Eagle Bancorp (EGBN) CEO receive?

The CEO received 7,780 shares of common stock as time-vested restricted stock units. These units were granted under the Eagle Bancorp, Inc. 2025 Equity Incentive Plan and vest in three substantially equal annual installments, beginning on the first anniversary of the grant date.

What are the terms of Susan Riel’s Eagle Bancorp (EGBN) stock options?

Susan Riel received 15,684 stock options with an exercise price of $26.45 per share. The options vest in three equal annual installments starting on February 19, 2027, and the award includes 7,621 incentive stock options and 8,063 non-qualified stock options.

When do the Eagle Bancorp (EGBN) CEO’s restricted stock units vest?

The restricted stock units vest in three substantially equal annual installments. Vesting begins on the first anniversary of the grant date, meaning the units convert into common shares over three years, subject to the time-based vesting schedule set by Eagle Bancorp’s 2025 Equity Incentive Plan.

How many Eagle Bancorp (EGBN) common shares does the CEO own after these awards?

After the reported equity awards, Susan Riel directly owns 324,451 shares of Eagle Bancorp common stock. This total reflects the additional 7,780 shares granted as restricted stock units on the transaction date, as disclosed in the Form 4 ownership table.

Under which plan were Susan Riel’s Eagle Bancorp (EGBN) awards granted?

Both the restricted stock units and stock options were granted under the Eagle Bancorp, Inc. 2025 Equity Incentive Plan. This plan provides equity-based compensation, including time-vested restricted stock units and stock options, to align executive incentives with long-term shareholder interests.