Form 4: Riel Ryan reports disposition transactions in EGBN

Rhea-AI Filing Summary

Riel Ryan reported disposition transactions in a Form 4 filing for EGBN. The filing lists transactions totaling 2,590 shares at a weighted average price of $26.16 per share. Following the reported transactions, holdings were 38,787 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

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 Ryan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Executive Vice President

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		1,610(1)	D	$26.1	39,767(2)	D
Common Stock	02/13/2026		F		980(3)	D	$26.26	38,787	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 105 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:

	Ryan Riel	02/17/2026
	** 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 Ryan Riel?

Eagle Bancorp reported that Sr. Executive Vice President Ryan Riel had shares withheld in two transactions to cover tax obligations on restricted stock vesting. These were coded as F transactions, indicating tax-withholding dispositions rather than open-market share sales.

How many Eagle Bancorp (EGBN) shares were withheld for Ryan Riel’s taxes?

A total of 1,610 shares on February 12, 2026 and 980 shares on February 13, 2026 were withheld from Ryan Riel. Both events were linked to partial vesting of prior restricted stock awards and were used to satisfy tax withholding obligations.

At what prices were Eagle Bancorp (EGBN) shares withheld from Ryan Riel?

Shares were withheld at $26.10 per share on February 12, 2026 and at $26.26 per share on February 13, 2026. These prices apply to the tax-withholding dispositions tied to vesting restricted stock awards previously granted in 2024 and 2023.

How many Eagle Bancorp (EGBN) shares does Ryan Riel hold after these transactions?

After the February 13, 2026 transaction, Ryan Riel directly owned 38,787 Eagle Bancorp common shares. Earlier, after the February 12, 2026 withholding, his direct holdings stood at 39,767 shares, including amounts from equity compensation and employee stock purchases.

Were Ryan Riel’s Eagle Bancorp (EGBN) transactions open-market sales?

No, the transactions were not open-market sales. They are coded F, meaning shares were withheld to pay the exercise price or tax liability in connection with restricted stock vesting. This reflects tax-withholding dispositions rather than discretionary selling into the market.

What equity plan holdings are included in Ryan Riel’s Eagle Bancorp (EGBN) shares?

Ryan Riel’s reported holdings include 105 shares acquired under Eagle Bancorp’s 2021 Employee Stock Purchase Plan on December 31, 2025. This amount forms part of his total directly owned common shares after the reported tax-withholding transactions.