Eagle Bancorp (EGBN) director awarded 4,536 time-vested restricted shares

Rhea-AI Filing Summary

Wilm Theodore A. reported acquisition or exercise transactions in this Form 4 filing.

Eagle Bancorp Inc. director Theodore A. Wilm reported an equity award of 4,536 shares of common stock. These are time-vested restricted shares granted at no purchase price under the 2025 Equity Incentive Plan. The award vests one year after grant and then must be held for an additional two years.

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^*

Wilm Theodore A.

(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		4,536(1)	A	$0	4,536	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:

	Theodore A. Wilm	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did Eagle Bancorp (EGBN) director Theodore A. Wilm report on Form 4?

Director Theodore A. Wilm reported receiving an award of 4,536 shares of Eagle Bancorp common stock. The shares are time-vested restricted stock granted under the 2025 Equity Incentive Plan, with specific vesting and post-vesting holding requirements detailed in the filing’s footnote.

How many Eagle Bancorp (EGBN) shares were granted to Theodore A. Wilm?

Theodore A. Wilm was granted 4,536 shares of Eagle Bancorp common stock. These shares are structured as restricted stock that vests over time, rather than an open-market purchase, and they were awarded under the company’s 2025 Equity Incentive Plan as part of director compensation.

What type of equity award did Eagle Bancorp (EGBN) grant to director Theodore A. Wilm?

Eagle Bancorp granted time-vested restricted stock to director Theodore A. Wilm. The award covers 4,536 shares of common stock under the 2025 Equity Incentive Plan, reflecting a grant or award acquisition rather than a cash purchase in the market, according to the Form 4 disclosure.

When do Theodore A. Wilm’s restricted Eagle Bancorp (EGBN) shares vest?

The restricted stock award to Theodore A. Wilm vests on the first anniversary of the grant date. After vesting, the shares are subject to an additional two-year holding period, extending the effective lock-up for a total of three years from the original grant date.

Is there a holding period on Theodore A. Wilm’s Eagle Bancorp (EGBN) restricted stock?

Yes. After the restricted stock vests on the first anniversary of the grant date, it must be held for an additional two years. This means the director cannot freely dispose of the 4,536 awarded shares until completion of both vesting and the subsequent holding period.

Under which plan was Theodore A. Wilm’s Eagle Bancorp (EGBN) stock award granted?

The 4,536-share award to Theodore A. Wilm was granted under Eagle Bancorp’s 2025 Equity Incentive Plan. The plan provides for time-vested restricted stock, with this particular grant vesting after one year and then remaining subject to an extra two-year holding period.