0001050441☐00010504412024-08-162024-08-16

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): August 16, 2024
 
EAGLE BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Maryland0-2592352-2061461
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueEGBNThe 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))
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 16, 2024, Janice “Jan” Williams, Executive Vice President of Eagle Bancorp, Inc. (the “Company”) and the Chief Credit Officer of EagleBank (the “Bank”), a wholly owned subsidiary of the Company, notified the Company and the Bank of her intent to retire from the Bank effective June 30, 2025. Kevin Geoghegan will join the Bank on September 3, 2024 as Chief Credit Officer, and Ms. Williams will assist in the transition of her duties and responsibilities to Mr. Geoghegan until her retirement.

Item 7.01. Regulation FD Disclosure.

On August 16, 2024, the Company issued a press release announcing Ms. Williams’s planned retirement from the Bank and Mr. Geoghegan’s appointment as Chief Credit Officer. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 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 Item 7.01, 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 9.01. Exhibits.
 
(d) Exhibits.
 
Exhibit Number Description
 Press Release of Eagle Bancorp, Inc., dated August 16, 2024, announcing the planned retirement of Janice Williams and the appointment of Kevin Geoghegan.
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.
   
  
Date: August 16, 2024By:/s/ Eric R. Newell       
  Eric R. Newell
  Executive Vice President, Chief Financial Officer

EagleBankCorp.com 301.986.1800 MD | VA | DC About Eagle Bancorp, Inc. and EagleBank Eagle Bancorp, Inc. is the holding company for EagleBank, which commenced operations in 1998. EagleBank is headquartered in Bethesda, Maryland, and conducts full service commercial banking through 12 offices, located in Suburban, Maryland, Washington, D.C. and Northern Virginia. EagleBank focuses on building relationships with businesses, professionals and individuals in its marketplace. For Immediate Release August 16, 2024 Eagle Bancorp, Inc. Investor Relations Contact Eric Newell, Chief Financial Officer, Eagle Bancorp, Inc. 240.497.1796 EagleBank Media Contact Vikki Kayne Chief Marketing Officer 301.986.1800 EagleBank Names New Chief Credit Officer Janice ‘Jan’ Williams, CCO, Retires After 22 Years of Service to the Bank BETHESDA, MD. Eagle Bancorp, Inc. (NASDAQ: EGBN), the Bethesda-based holding company of EagleBank, one of the largest community banks in the Washington D.C. area, today announced Chief Credit Officer Janice “Jan” Williams will be retiring from EagleBank on June 30, 2025. Jan’s longstanding dedication and exceptional contributions have significantly driven the bank’s strategic growth over the past two decades. “It has been my immense pleasure to work alongside Jan for so many years. We are tremendously grateful for her outstanding work and unwavering commitment to EagleBank, and we wish her all the best in her well- deserved retirement,” said Susan Riel, President and CEO of EagleBank. Jan will work to assist in the transition of duties and responsibilities to Kevin Geoghegan who will be joining EagleBank on September 3, 2024, as Chief Credit Officer. Kevin’s most recent role was Chief Credit Officer at First Midwest Bank, which merged into Old National Bank in 2022. Previous roles include credit risk leadership positions at PNC Financial Services Group and National City Bank. “It is an incredibly exciting time to be joining EagleBank as it continues to focus on the strategic growth,” said Kevin Geoghegan. “I look forward to leveraging my experience in optimizing asset quality and proactively managing risk to drive forward EagleBank’s strategic goals and maintain the Bank’s position as a leader in the market.” “EagleBank is very fortunate to be a home for top talent in the banking industry,” added Riel. “We are pleased to welcome Kevin to our team and believe his expertise and experience will be instrumental as we work on execution of our strategic goals. Together, we will position EagleBank for continued growth.”

 
Caution About Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Because of these uncertainties and the assumptions on which the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward-looking statements. For details on factors that could affect these expectations, see the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and other filings with the SEC. Except as required by law, the Company does not undertake to update forward-looking statements contained in this release.

 
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Aug. 16, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 16, 2024
Entity Registrant Name EAGLE BANCORP, INC.
Entity Incorporation, State or Country Code MD
Entity File Number 0-25923
Entity Tax Identification Number 52-2061461
Entity Address, Address Line One 7830 Old Georgetown Road, Third Floor
Entity Address, City or Town Bethesda
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20814
City Area Code 301
Local Phone Number 986-1800
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol EGBN
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
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Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001050441
Amendment Flag false
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