UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 321, ~~2025~~2026

EAGLE BANCORP, INC.

(Exact name of registrant as specified in its charter)


Maryland	0-25923	52-2061461
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7500 Old Georgetown Road, 15th Floor

Bethesda, Maryland 20814

(Address of Principal Executive Offices) (Zip Code)

(301) 986-1800

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			EGBN			The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	EGBN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~(b)~~ On ~~October~~January 3121, ~~2025~~2026, ~~Susan G. Riel, the current Chair, President and Chief Executive Officer of~~ Eagle Bancorp, Inc. (the “"Company”") ~~and~~issued ofa ~~EagleBank~~press ~~(the “Bank”)~~release, ~~informed~~a ~~the~~copy ~~Boards~~ of ~~Directors~~which ofis ~~the~~attached ~~Company~~hereto ~~and the Bank of her intention to retire and resign from her positions. With respect to her position~~ as ~~Chair~~Exhibit ~~of the Boards of Directors of the Company and the Bank, Ms~~99.1 Riel’s resignation will be effective November 4, 2025, but she will continue as a member of the Boards. Effective November 4, 2025, James A. Soltesz, the Lead Independent Director of the Boards of Directors of the Company and ~~the~~is ~~Bank,~~incorporated ~~will~~herein ~~become~~by ~~Chairman of the Boards, and Louis P~~reference. ~~Matthews, a member of the Boards of Directors of the Company and the Bank, will become Vice Chairman.~~

With respect to her position as President and Chief Executive Officer of the Company and the Bank, Ms. Riel’s resignation will be effective on a date mutually agreed between Ms. Riel and the Boards, no later than December 31, 2026. The Boards are working with an executive search firm to identify a new President and Chief Executive Officer and look forward to a smooth transition.

Item 7.01. Regulation FD Disclosure.

OnAttached ~~November~~as 3,Exhibit ~~2025,~~99.2 ~~the~~to ~~Company~~this ~~issued~~report ais ~~press~~the ~~release~~presentation ~~announcing~~for ~~Ms.~~the ~~Riel’~~Company's ~~decision~~earnings toconference ~~retire~~call ason ~~President~~January ~~and~~22, ~~Chief~~2026, ~~Executive~~which ~~Officer~~also may be used in ~~2026.~~connection Awith ~~copy~~potential ofmeetings ~~the~~with ~~press~~investors ~~release~~and/or isanalysts. ~~attached~~The ~~hereto~~Company asdoes ~~Exhibit~~not ~~99.1~~undertake ~~and~~to ~~incorporated~~update bythe ~~reference~~information ~~herein~~contained in the attached presentation materials.

The information contained in this Current Report on Form 8-K that is furnished under ~~this~~Items ~~Item~~2.02 and 7.01, including the accompanying ~~Exhibit~~Exhibits 99.1 and 99.2, is being furnished pursuant to ~~Item~~Items 2.02 and 7.01 of Form 8-K and shall not be deemed to be “"filed”" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K that is furnished under ~~this~~Items ~~Item~~2.02 and 7.01, including the accompanying ~~Exhibit~~Exhibits 99.1 and 99.2, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release ~~of Eagle Bancorp, Inc.,~~ dated ~~November~~January 321, ~~2025~~2026
99.2						Earnings Presentation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EAGLE BANCORP INC.
	EAGLE BANCORP, INC.
Date: November 03, 2025	By:	/s/ Eric R. Newell
Date: January 21, 2026	By:	/s/ Eric R. Newell
		Eric R. Newell
		Executive Vice President, Chief Financial Officer
		Senior Executive Vice President, Chief Financial Officer

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