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): ~~September~~October 822, 2025

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.)

7830 Old Georgetown Road, Third 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.

~~(d)~~ On ~~September~~October 822, 2025, ~~the Board of Directors (the “Board”) of~~ Eagle Bancorp, Inc. (the “"Company”"), ~~the~~issued ~~parent~~a ~~company~~press ~~of EagleBank (the “Bank”)~~release, ~~and~~a ~~the~~copy ~~Board~~ of ~~Directors~~which ofis ~~the~~attached ~~Bank,~~hereto ~~upon the recommendation of the Governance and Nominating Committee of the Board, appointed Kris Pederson and Ted Wilm~~ as ~~directors~~Exhibit ~~of the Company and of the Bank, effective immediately~~99.1 ~~The Board has determined that Ms. Pederson~~ and ~~Mr.~~is ~~Wilm~~incorporated ~~are~~herein ~~independent~~by ~~under the applicable rules of The Nasdaq Stock Market~~reference. Ms. Pederson and Mr. Wilm will serve as at-large directors until committee assignments are determined later this fall. Upon Ms. Pederson and Mr. Wilm’s appointment to the Board on September 8, 2025, the number of directors constituting the Board increased to ten directors.

Ms. Pederson and Mr. Wilm will receive the Company’s standard compensation for non-employee directors, as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Scheduled 14A, filed with the Securities and Exchange Commission on April 1, 2025.

There are no arrangements between Ms. Pederson or Mr. Wilm and any other persons, pursuant to which Ms. Pederson or Mr. Wilm were selected as directors to the Board. There are no related party transactions between the Company and Ms. Pederson or Mr. Wilm that would be required to be reported pursuant to Item 404(a) of Regulation of S-K of the Securities Act of 1933, as amended.

Over the course of Ms. Pederson’s career, she has managed businesses, global strategies, and P&Ls at EY, IBM, and PricewaterhouseCoopers (PwC). She holds board positions with SOBR Safe (NASDAQ: SOBR) as the Nomination and Governance Chair, the National Football League Alumni Association as Audit Chair, the National Association of Corporate Directors Colorado, and the NASDAQ Center for Board Governance. She also previously served on the Board of Great Western Bank on the Audit Committee and participated in the Bank’s Initial Public Offering, Windward Reports, and the Harvard Business School Alumni Board.

Mr. Wilm enjoyed a 38-year career at PwC, serving many of the firm’s largest asset management and financial services clients. He also served as the office managing partner of PwC’s Irvine, California office and co-managed the firm’s Southwest operations. Mr. Wilm was the audit committee chair of California Bancorp, and its operating subsidiary, California Bank of Commerce, until their merger with the Bank of Southern California in July 2024. He also holds leadership positions with the Corporate Directors Roundtable and the Forum for Corporate Directors in Orange County, California.

Item 7.01. Regulation FD Disclosure.

OnKevin ~~September 8~~Geoghegan, ~~2025,~~Executive Vice President of the Company ~~issued~~and aExecutive ~~press~~Vice ~~release~~President ~~announcing~~and Chief Credit Officer of EagleBank (the ~~appointment~~“Bank”), a wholly owned subsidiary of ~~Ms.~~the ~~Pederson~~Company, has notified the Company and the Bank of his intent to voluntarily resign from his position, effective December 31, 2025. Mr. ~~Wilm~~Geoghegan’s decision to ~~the~~resign ~~Board.~~was Anot ~~copy~~the result of any disagreement between the ~~press~~Company ~~release~~and isMr. ~~attached~~Geoghegan ~~hereto~~on asany ~~Exhibit~~matter ~~99.1~~relating ~~and~~to ~~incorporated~~the byCompany’s ~~reference~~operations, ~~herein~~policies, or practices.

The ~~information~~Bank ~~contained~~has inengaged ~~this~~William ~~Current Report on Form 8-K that is furnished under this Item 7~~L.~~01,~~ ~~including~~Perotti ~~the~~as ~~accompanying~~interim ~~Exhibit~~Chief ~~99.1,~~Credit isOfficer ~~being~~and ~~furnished~~Daniel ~~pursuant to Item 7~~D.01 ofCallahan ~~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~~interim ~~(the~~Deputy ~~“Exchange~~Chief ~~Act”),~~Credit orOfficer ~~otherwise~~until ~~subject~~a topermanent ~~the~~replacement ~~liability of that section. The information contained in this Current Report on Form 8-K that~~ is ~~furnished under this Item 7~~hired.01, including the accompanying Exhibit 99.1, 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~~Attached 9as Exhibit 99.012 to this report is the presentation for the Company's earnings conference call on October 23, 2025, which also may be used in connection with potential meetings with investors and/or analysts. ~~Exhibits~~The Company does not undertake to update the information contained in the attached presentation materials.

The information contained in this Current Report on Form 8-K that is furnished under Items 2.02 and 7.01, including the accompanying Exhibits 99.1 and 99.2, is being furnished pursuant to 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 Items 2.02 and 7.01, including the accompanying 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 ~~September~~October 0822, 2025~~, announcing the appointment of Kris Pederson and Ted Wilm to the Company’s Board of Directors.~~
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: September 08, 2025	By:	/s/ Eric R. Newell
Date: October 22, 2025	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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