RIEL SUSAN G 4

What Happened

• Susan G. Riel, President & CEO and a Director of Eagle Bancorp, had a total of 9,683 shares withheld to satisfy tax withholding obligations tied to the partial vesting of restricted stock awards. The withholdings were processed as dispositions (tax withholding) on Feb 12–13, 2026 for total proceeds of approximately $253,337.
• Details: 5,862 shares withheld on 2026-02-12 at $26.10 each (approx. $152,998) and 3,821 shares withheld on 2026-02-13 at $26.26 each (approx. $100,339).

Key Details

• Transaction dates and prices:
  • 2026-02-12: 5,862 shares @ $26.10 — $152,998 (withheld)
  • 2026-02-13: 3,821 shares @ $26.26 — $100,339 (withheld)
• Transaction code: F — shares withheld to satisfy tax withholding on vested restricted stock (not an open-market sale for investment).
• Shares owned after transaction: not specified in the provided summary; the filing notes the reporting person’s holdings include 175 shares acquired under the Eagle Bancorp 2021 ESPP on Dec 31, 2025.
• Relevant footnotes:
  • F1: Withholding related to partial vesting of a restricted stock award granted Feb 12, 2024.
  • F3: Withholding related to partial vesting of a restricted stock award granted Feb 13, 2023.
  • F2: Holdings include 175 shares from the 2021 Employee Stock Purchase Plan acquired 12/31/2025.
• Filing date: Feb 17, 2026; report covers transactions on Feb 12–13, 2026. (No late-filing flag provided in the supplied data.)

Context

• These transactions are tax-withholding dispositions tied to RSU vesting (a common administrative action). They differ from open-market sales motivated by investment decisions — withheld shares are surrendered to cover withholding obligations.
• Such filings are routine for executives when restricted stock vests and do not, by themselves, indicate the insider’s view of the company’s future performance.