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What changed in EAGLE BANCORP INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of EAGLE BANCORP INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+577 added−616 removedSource: 10-K (2026-03-09) vs 10-K (2025-02-27)

Top changes in EAGLE BANCORP INC's 2025 10-K

577 paragraphs added · 616 removed · 423 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

79 edited+14 added−20 removed150 unchanged
Biggest changeWith the support of independent third-party experts in this field, we review the compensation of employees and conduct a pay equity analysis as part of our efforts to ensure consistent pay practices. 9 Table o f Contents Employee Engagement We regularly collect feedback to better understand and improve the employee experience and identify opportunities to continually strengthen our culture.
Biggest changeTo further align base pay with experience and individual performance, we annually review our salary structure and ranges to keep pace with changes in the marketplace. With the support of independent third-party experts in this field, we review the compensation of employees and conduct a pay equity analysis as part of our efforts to ensure consistent pay practices.
These loans are underwritten to mitigate lending risks typical of this type of loan such as declines in real estate values, changes in borrower cash flow and general economic conditions. The Bank typically requires a maximum loan-to-value ("LTV") ratio of 80% and a minimum debt service coverage ratio ("DSCR") of 1.0 to 1.15.
These loans are underwritten to mitigate lending risks typical of this type of loan such as declines in real estate values, changes in borrower cash flow and general economic conditions. The Bank typically requires a maximum loan-to-value ("LTV") ratio of 80% and a minimum debt service coverage ratio ("DSCR") of 1.15 to 1.0.
Under the agreement, the Bank pays George Mason an annual fee to be used for scholarships, internships, overall educational and athletic support and beautification efforts.
Under the agreement, the Bank pays George Mason an annual fee to be used for scholarships, internships, overall educational, athletic support and beautification efforts.
Community Reinvestment Act. The Community Reinvestment Act (“CRA”) requires that, in connection with examinations of insured depository institutions within their respective jurisdictions, the federal banking agencies evaluate the record of each financial institution in meeting the needs of its local community, including low- and moderate-income neighborhoods. The Bank’s record of performance under the CRA is publicly available.
Community Reinvestment Act. The Community Reinvestment Act ("CRA") requires that, in connection with examinations of insured depository institutions within their respective jurisdictions, the federal banking agencies evaluate the record of each financial institution in meeting the needs of its local community, including low- and moderate-income neighborhoods. The Bank’s record of performance under the CRA is publicly available.
The Bank has adopted an information security program that has been approved by the Board and reviewed by its regulators. In November 2021, the federal bank regulatory agencies issued a final rule regarding notification requirements for banking organizations related to significant computer security incidents.
The Bank has adopted an Information Security Policy and Program that has been approved by the Board and reviewed by its regulators. In November 2021, the federal bank regulatory agencies issued a final rule regarding notification requirements for banking organizations related to significant computer security incidents.
The federal banking regulators regularly issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial institutions. A financial institution is expected to establish multiple lines of defense and to ensure their risk management processes address the risk posed by potential threats to the institution.
The federal banking regulators issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial institutions. A financial institution is expected to establish multiple lines of defense and to ensure their risk management processes address the risk posed by potential threats to the institution.
The Bank historically has offered a full range of online banking services for both personal and business accounts and has a Mobile Banking application. In early 2024, the Bank launched a new online and mobile banking platform as the Bank seeks to further modernize its deposit offerings to its customers.
The Bank historically has offered a full range of online banking services for both personal and business accounts and has a Mobile Banking application. In early 2024, the Bank launched a new online and mobile banking digital platform as the Bank seeks to further modernize its deposit offerings to its customers.
The Basel III Rules require institutions to maintain: (i) a minimum ratio of CET1 to risk-weighted assets of 4.5% plus a “capital conservation buffer” of 2.5% for an overall effective requirement of 7.0%; (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0% plus the capital conservation buffer for an overall effective requirement of 8.5%; (iii) a minimum ratio of Total (Tier 1 plus Tier 2) capital to risk-weighted assets of 8.0% plus the capital conservation buffer for an overall effective requirement of 10.5%; and (iv) a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain off-balance sheet exposures (computed as the average of the month-end ratios each month during a calendar quarter).
The Basel III Rules require institutions to maintain: (i) a minimum ratio of CET1 to risk-weighted assets of 4.5% plus a "capital conservation buffer" of 2.5% for an overall effective requirement of 7.0%; (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0% plus the capital conservation buffer for an overall effective requirement of 8.5%; (iii) a minimum ratio of Total (Tier 1 plus Tier 2) capital to risk-weighted assets of 8.0% plus the capital conservation buffer for an overall effective requirement of 10.5%; and (iv) a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain off-balance sheet exposures (computed as the average of the month-end ratios each month during a calendar quarter).
Assessments are now based on a financial institution’s average consolidated total assets less tangible equity capital. The Dodd-Frank Act required the FDIC to increase the reserve ratio of the DIF to 1.35% of insured deposits and eliminated the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds.
Assessments are now based on a financial institution’s average consolidated total assets less tangible equity capital. The Dodd-Frank Act required the FDIC to increase the reserve ratio of the DIF to 1.35% of insured deposits and eliminated the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds. Affiliate Transactions .
Redemptions of equity in the form of preferred stock are generally subject to a prior approval requirement, and the capital conservation buffer requirement can also restrict the Company’s ability to engage in repurchases of its regulatory capital instruments as described below under “Capital Adequacy.” As a Maryland corporation, the Company is subject to additional requirements, limitations and restrictions.
Redemptions of equity in the form of preferred stock are generally subject to a prior approval requirement, and the capital conservation buffer requirement can also restrict the Company’s ability to engage in repurchases of its regulatory capital instruments as described below under "Capital Adequacy." As a Maryland corporation, the Company is subject to additional requirements, limitations and restrictions.
Washington, D.C., Maryland and Virginia have each enacted laws that permit interstate acquisitions of banks and bank branches. The Dodd-Frank Act authorizes national and state banks to establish de novo branches in other states to the same extent as a bank chartered by that state would be permitted to branch.
Washington, D.C., Maryland and Virginia have each enacted laws that permit interstate acquisitions of banks and bank branches. The Dodd-Frank Act authorizes national and state banks to establish de novo branches in other states to the same extent as a bank chartered by that state would be permitted to branch. Brokered Deposits.
The Gross Regional Product for the metropolitan area in 2023 was reported at $714.7 billion, per the Federal Reserve Economic Data. This figure can be heavily attributed to the federal government, but other significant sectors include professional and business services, education, healthcare, leisure and hospitality.
The Gross Regional Product for the metropolitan area in 2023 (latest data available) was reported at $714.7 billion, per the Federal Reserve Economic Data. This figure can be heavily attributed to the federal government, but other significant sectors include professional and business services, education, healthcare, leisure and hospitality.
Employees have access to more than 5,000 on-demand learning solutions to help them learn new skills and advance in their career as well as certificate programs built around specific job roles. We also provide tuition reimbursement to help employees develop their skills and enhance their performance.
Employees have access to more than 23,000 on-demand learning solutions to help them learn new skills and advance in their career as well as certificate programs built around specific job roles. We also provide tuition reimbursement to help employees develop their skills and enhance their performance.
These themes of convenience and proactive personal service form the basis for the Bank’s business development strategies. Over its twenty-six year history, the Company has grown primarily through organic growth, but also has completed two whole bank acquisitions.
These themes of convenience and proactive personal service form the basis for the Bank’s business development strategies. Over its twenty-seven year history, the Company has grown primarily through organic growth, but also has completed two whole bank acquisitions.
CECL required financial institutions to estimate and establish a provision for expected credit losses over the lifetime of the asset, at the origination or the date of acquisition of the asset, as opposed to reserving for incurred or probable losses through the balance sheet date.
CECL requires financial institutions to estimate and establish a provision for expected credit losses over the lifetime of the asset, at the origination or the date of acquisition of the asset, as opposed to reserving for incurred or probable losses through the balance sheet date.
A bank’s CRA performance is also considered in evaluating applications seeking approval for mergers, acquisitions and new offices or facilities. Failure to adequately meet these criteria could result in additional requirements and limitations being imposed on the Bank. Additionally, we must publicly disclose the terms of certain CRA-related agreements.
A bank’s CRA performance is also considered in evaluating applications seeking approval for mergers, acquisitions and new offices or facilities. Failure to adequately meet these criteria could result in additional requirements and limitations being imposed on the Bank. Additionally, we must publicly disclose the terms of certain CRA-related agreements. Concentration and Risk Guidance.
The Basel III framework, among other things, (i) introduced the concept of common equity tier one capital ("CET1"); (ii) required that most adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; (iii) expanded the scope of the adjustments to capital that may be made as compared to prior regulations; and (iv) specified that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting specified requirements.
The Basel III framework, among other things, (i) introduced the concept of common equity tier one capital ("CET1"); (ii) required that most adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; (iii) expanded the scope of the adjustments to capital that may be made as compared to prior regulations; and (iv) specified that Tier 1 capital consists of CET1 and "Additional Tier 1 capital" instruments meeting specified requirements.
References to “EagleBank” or “Bank” refer to EagleBank, which is our principal operating subsidiary. This report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies' trade names or trademarks to imply an endorsement or sponsorship of us by such companies or any relationship with any of these companies.
References to "EagleBank" or "Bank" refer to EagleBank, which is our principal operating subsidiary. This report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies' trade names or trademarks to imply an endorsement or sponsorship of us by such companies or any relationship with any of these companies.
After accessing the web site, the filings are available upon selecting “Investor Relations/SEC Filings/Documents.” Reports available include the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC.
After accessing the web site, the filings are available upon selecting "Investor Relations/SEC Filings/Documents." Reports available include the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC.
Although some consolidation has occurred in the market in the past few years, the Bank continues to compete with other community banks, savings and loan associations, credit unions and finance companies, as well as other kinds of financial institutions and enterprises, such as securities firms, 8 Table o f Contents insurance companies, savings associations, private lenders and nontraditional competitors such as fintech companies and internet-based lenders, depositories and payment systems.
Although some consolidation has occurred in the market in the past few years, the Bank continues to compete with other community banks, savings and loan associations, credit unions and finance companies, as well as other kinds of financial institutions and enterprises, such as securities firms, insurance companies, savings associations, private lenders and nontraditional competitors such as fintech companies and internet-based lenders, depositories and payment systems.
As of November 30, 2024 and 2023, the region had a 3.2% and 2.5% unemployment rate, respectively. The Washington, D.C. metropolitan area contains a substantial federal workforce, as well as a variety of support industries that employ professionals such as attorneys, lobbyists, government contractors, real estate developers and investors, non-profit organizations and consultants.
As of November 30, 2025 and 2024, the region had a 4.1% and 3.2% unemployment rate, respectively. The Washington, D.C. metropolitan area contains a substantial federal workforce, as well as a variety of support industries that employ professionals such as attorneys, lobbyists, government contractors, real estate developers and investors, non-profit organizations and consultants.
Additionally, under Section 11(c)(5) of the FDIA, a conservator or receiver may be appointed for an institution where: (i) an institution’s obligations exceed its assets; (ii) there is substantial dissipation of the institution’s assets or earnings as a result of any violation of law or any unsafe or unsound practice; (iii) the institution is in an unsafe or unsound condition; (iv) there is a willful violation of a cease-and-desist order; (v) the institution is unable to pay its obligations in the ordinary course of business; (vi) losses or threatened losses deplete all or substantially all of an institution’s capital, and there is no reasonable 14 Table o f Contents prospect of becoming “adequately capitalized” without assistance; (vii) there is any violation of law or unsafe or unsound practice or condition that is likely to cause insolvency or substantial dissipation of assets or earnings, weaken the institution’s condition or otherwise seriously prejudice the interests of depositors or the insurance fund; (viii) an institution ceases to be insured; (ix) the institution is undercapitalized and has no reasonable prospect that it will become adequately capitalized, fails to become adequately capitalized when required to do so or fails to submit or materially implement a capital restoration plan; or (x) the institution is critically undercapitalized or otherwise has substantially insufficient capital.
Additionally, under Section 11(c)(5) of the FDIA, a conservator or receiver may be appointed for an institution where: (i) an institution’s obligations exceed its assets; (ii) there is substantial dissipation of the institution’s assets or earnings as a result of any violation of law or any unsafe or unsound practice; (iii) the institution is in an unsafe or unsound condition; (iv) there is a willful violation of a cease-and-desist order; (v) the institution is unable to pay its Eagle Bancorp, Inc 2025 Form 10-K 15 Table of Contents Business obligations in the ordinary course of business; (vi) losses or threatened losses deplete all or substantially all of an institution’s capital, and there is no reasonable prospect of becoming "adequately capitalized" without assistance; (vii) there is any violation of law or unsafe or unsound practice or condition that is likely to cause insolvency or substantial dissipation of assets or earnings, weaken the institution’s condition or otherwise seriously prejudice the interests of depositors or the insurance fund; (viii) an institution ceases to be insured; (ix) the institution is undercapitalized and has no reasonable prospect that it will become adequately capitalized, fails to become adequately capitalized when required to do so or fails to submit or materially implement a capital restoration plan; or (x) the institution is critically undercapitalized or otherwise has substantially insufficient capital.
A full range of retail banking services are offered to accommodate the individual needs of both corporate customers as well as the community the Bank serves. The Bank also offers online banking, mobile banking and a remote deposit service, which allows clients to facilitate and expedite deposit transactions through the use of 4 Table o f Contents electronic devices.
A full range of retail banking services are offered to accommodate the individual needs of both corporate customers as well as the community the Bank serves. The Bank also offers online banking, mobile banking and a remote deposit service, which allows clients to facilitate and expedite deposit transactions through the use of electronic devices.
In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities. Consumer Financial Protection Bureau .
In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities.
Transactions deemed to be a “covered transaction” under Section 23A of the Federal Reserve Act between a bank and an affiliate are limited to 10% of the bank's capital and surplus and, with respect to all affiliates, to an aggregate of 20% of the bank's capital and surplus.
Transactions deemed to be a "covered transaction" under Section 23A of the Federal Reserve Act between a bank and an affiliate are limited to 10% of the bank's capital and surplus and, with respect to all affiliates, to an aggregate of 20% of the bank's capital and surplus.
A “critically undercapitalized institution” is required to be placed in conservatorship or receivership within 90 days, unless the FDIC formally determines that forbearance from such action would better protect the DIF.
A "critically undercapitalized institution" is required to be placed in conservatorship or receivership within 90 days, unless the FDIC formally determines that forbearance from such action would better protect the DIF.
Construction, land and land development loans represented 122.60% of consolidated risk based capital as of December 31, 2024. Institutions that are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios, and may be required to hold higher levels of capital.
Construction, land and land development loans represented 92.09% of consolidated risk based capital as of December 31, 2025. Institutions that are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios, and may be required to hold higher levels of capital.
We strive to build and maintain a high-performing culture and be an “employer of choice” by creating a work environment that attracts and retains outstanding, engaged employees who embody our company mantra of “Relationships FIRST.” The Board oversees the strategic management of our human capital resources. The Human Resources Department’s day-to-day responsibility is managing our human capital resources.
We strive to build and maintain a high-performing culture and be an "employer of choice" by creating a work environment that attracts and retains outstanding, engaged employees who embody our company mantra of "Relationships FIRST." The Board oversees the strategic management of our human capital resources. The Human Resources Department’s day-to-day responsibility is managing our human capital resources.
Talent Acquisition and Retention As of December 31, 2024, we employed 451 full and part time employees across our 17 locations, which includes our branch offices, corporate offices and lending and other operating facilities. During 2024, we hired 108 employees. Our voluntary turnover rate was 18%, 12% and 17%, respectively for the years ended December 31, 2024, 2023 and 2022.
Talent Acquisition and Retention As of December 31, 2025, we employed 475 full and part time employees across our 17 locations, which includes our branch offices, corporate offices and lending and other operating facilities. During 2025, we hired 133 employees. Our voluntary turnover rate was 15%, 18% and 12%, respectively, for the years ended December 31, 2025, 2024 and 2023.
As an institution with over $10 billion in total consolidated assets, the Bank became subject to increased regulation and supervision by the FRB and the FDIC in 2022. As of December 31, 2024, our total assets were $11.1 billion.
As an institution with over $10 billion in total consolidated assets, the Bank became subject to increased regulation and supervision by the FRB and the FDIC in 2022. As of December 31, 2025, our total assets were $10.5 billion.
Updated appraisals for real estate secured loans are obtained based on factors relating to borrower financial condition, project status, loan terms and market conditions. The Company’s loan portfolio includes ADC real estate loans including both investment and owner occupied projects. ADC loans amounted to $1.8 billion at December 31, 2024.
Updated appraisals for real estate secured loans are obtained based on factors relating to borrower financial condition, project status, loan terms and market conditions. The Company’s loan portfolio includes ADC real estate loans including both investment and owner occupied projects. ADC loans amounted to $1.2 billion as of December 31, 2025.
Incentive Compensation. The Federal Reserve reviews, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not “large, complex banking organizations.” These reviews are tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements.
Incentive Compensation. The FRB reviews, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not "large, complex banking organizations." These reviews are tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements.
A subsidiary bank may not extend credit, lease or sell property or furnish any services or fix or vary the consideration for any of the foregoing on the condition that: (i) the customer obtain or provide some additional credit, property or services from or to such bank other than a loan, discount, deposit or trust service; (ii) the customer obtain or provide some additional credit, property or service from or to the Company or any other subsidiary of the Company; or (iii) the customer not obtain some other credit, property or service from competitors, except for reasonable requirements to assure the soundness of credit extended. 11 Table o f Contents Branching and Interstate Banking .
A subsidiary bank may not extend credit, lease or sell property or furnish any services or fix or vary the consideration for any of the foregoing on the condition that: (i) the customer obtain or provide some additional credit, property or services from or to such bank other than a loan, discount, deposit or trust service; (ii) the customer obtain or provide some additional credit, property or service from or to the Company or any other subsidiary of the Company; or (iii) the customer not obtain some other credit, property or service from competitors, except for reasonable requirements to assure the soundness of credit extended.
A portion of the ADC portfolio, both speculative and non-speculative, includes loan funded interest reserves at origination. ADC loans that provide for the use of interest reserves represented approximately 59% of the outstanding ADC loan portfolio at December 31, 2024.
A portion of the ADC portfolio, both speculative and non-speculative, includes loan funded interest reserves at origination. ADC loans that provide for the use of interest reserves represented approximately 38% of the outstanding ADC loan portfolio as of December 31, 2025.
It also 10 Table o f Contents authorizes the FRB to determine by regulation what other activities are financial in nature or incidental or complementary thereto. The Company has not elected financial holding company status.
It also authorizes the FRB to determine by regulation what other activities are financial in nature or incidental or complementary thereto. The Company has not elected financial holding company status.
The guidance provides that institutions that have (i) total reported loans for construction, land development and other land which represent 100% or more of an institution’s total risk-based capital; or (ii) total reported commercial real estate loans, excluding loans secured by owner-occupied commercial real estate, representing 300% or more of the institution’s total risk-based capital and the institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months, are identified as having potential commercial real estate concentration risk.
The guidance provides that institutions that have (i) total reported Eagle Bancorp, Inc 2025 Form 10-K 17 Table of Contents Business loans for construction, land development and other land which represent 100% or more of an institution’s total risk-based capital; or (ii) total reported commercial real estate loans, excluding loans secured by owner occupied commercial real estate, representing 300% or more of the institution’s total risk-based capital and the institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months, are identified as having potential commercial real estate concentration risk.
The Company securitized these loans through the Government National Mortgage Association ("Ginnie Mae") MBS I program and sold the resulting securities in the open market to authorized dealers in the normal course of business and periodically bundled and sold the servicing rights.
The Company securitized these loans through the Government National Mortgage Association ("Ginnie Mae") MBS I program and sold the resulting securities in the open market to authorized dealers in the normal course of business and periodically bundled and sold the servicing rights. As of December 31, 2024, the Company had exited this business.
Under the Federal Right to Privacy Act of 1978, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records, financial institutions are required to disclose their policies for collecting and protecting confidential information.
Under the Federal Right to Privacy Act of 1978 and the GLB Act, which imposes requirements regarding the safeguarding and confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records, financial institutions are required to disclose their policies for collecting and protecting confidential information.
The Bank is also required to provide information to the CFPB on a quarterly basis, and is subject to periodic examinations by the CFPB focused on compliance with consumer laws and regulations, as a banking organization over $10 billion in total assets.
The Bank is subject to periodic examinations by the CFPB focused on compliance with consumer laws and regulations, as a banking organization over $10 billion in total assets.
In October 2022, the SEC adopted a final rule directing national securities exchanges and associations, including NASDAQ, to require policies mandating the recovery or “clawback” of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding a required accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Eagle Bancorp, Inc 2025 Form 10-K 18 Table of Contents Business In October 2022, the SEC adopted a final rule directing national securities exchanges and associations, including NASDAQ, to require policies mandating the recovery or "clawback" of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding a required accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
With a population of 6.4 million and projected annualized growth rate of 0.48% through 2030, the region is the 6th largest metropolitan area in the U.S. (U.S. Census Bureau 2023). Total employment in the region is approximately 3.4 million per the 2025 Bureau of Labor Statistics report. The unemployment rate has increased since 2023.
With a population of 6.5 million and projected annualized growth rate of 0.55% through 2031, the region is the 6th largest metropolitan area in the U.S. (U.S. Census Bureau 2024). Total employment in the region is approximately 3.4 million per the 2026 Bureau of Labor Statistics report. The unemployment rate has increased since 2024.
BUSINESS In this report, unless otherwise expressly stated or the context otherwise requires, the terms “we,” “us,” the “Company,” “Eagle” and “our” refer to Eagle Bancorp, Inc. and our subsidiaries on a consolidated basis, except in the description of any of our securities, in which case these terms refer solely to Eagle Bancorp, Inc. and not to any of our subsidiaries.
BUSINESS In this report, unless otherwise expressly stated or the context otherwise requires, the terms "we," "us," the "Company," "Eagle" and "our" refer to Eagle Bancorp, Inc. and our subsidiaries on a consolidated basis, except in the description of any of our securities, in which case these terms refer solely to Eagle Bancorp, Inc. and not to any of our subsidiaries.
A suite of Treasury Management services is also offered to business clients. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") to the fullest extent provided by law. The Bank’s loan portfolio consists primarily of traditional business and real estate secured loans.
A suite of Treasury Management services is also offered to business clients. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") to the fullest extent provided by law. Eagle Bancorp, Inc 2025 Form 10-K 5 Table of Contents Business The Bank’s loan portfolio consists primarily of traditional business and real estate secured loans.
In making real estate commercial mortgage loans, the Bank generally requires that interest rates adjust not less frequently than five years. 5 Table o f Contents The Company is also an active traditional commercial lender providing loans for a variety of purposes, including working capital, equipment, accounts receivable financing and other corporate purposes.
Personal guarantees may be required but may be limited. In making real estate commercial mortgage loans, the Bank generally requires that interest rates adjust not less frequently than five years. The Company is also an active traditional commercial lender providing loans for a variety of purposes, including working capital, equipment, accounts receivable financing and other corporate purposes.
Commercial permanent loans are generally secured by improved real property, which is generating income in the normal course of operation. Debt service coverage, assuming stabilized occupancy, must be satisfactory to support a permanent 6 Table o f Contents loan. The DSCR is ordinarily at least 1.0 to 1.15.
Commercial permanent loans are generally secured by improved real property, which is generating income in the normal course of operation. Debt service coverage, assuming stabilized occupancy, must be satisfactory to support Eagle Bancorp, Inc 2025 Form 10-K 7 Table of Contents Business a permanent loan. The DSCR is ordinarily at least 1.15 to 1.0.
COMPETITION The Bank faces significant competition in originating and retaining loans and attracting deposits as the Washington, D.C. market area has a high concentration of large and regional banks based outside the area, one large locally based bank that operates nationwide, numerous community banks and several large credit unions.
Eagle Bancorp, Inc 2025 Form 10-K 9 Table of Contents Business Competition The Bank faces significant competition in originating and retaining loans and attracting deposits as the Washington, D.C. market area has a high concentration of large and regional banks based outside the area, one large locally based bank that operates nationwide, numerous community banks and several large credit unions.
The FRB may order a bank holding company or its subsidiaries to terminate any of these activities or to terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company’s continued ownership, activity or control constitutes a serious risk to the financial safety, soundness or stability of it or any of its bank subsidiaries.
The FRB may order a bank holding company or its subsidiaries to terminate any of these activities or to Eagle Bancorp, Inc 2025 Form 10-K 11 Table of Contents Business terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company’s continued ownership, activity or control constitutes a serious risk to the financial safety, soundness or stability of it or any of its bank subsidiaries.
Prior approval to repurchase or 12 Table o f Contents redeem CET1 instruments is only required under the Basel III Rules to the extent that a separate legal or regulatory requirement for prior approval applies, such as the restrictions described under “Share Repurchases” above.
Prior approval to repurchase or redeem CET1 instruments is only required under the Basel III Rules to the extent that a separate legal or regulatory requirement for prior approval applies, such as the restrictions described under "Share Repurchases" above.
The Company generally sells the guaranteed portion of the loan generating noninterest income from the gains on sale, as well as servicing income on the portion participated. SBA loans other than Paycheck Protection Program ("PPP") loans are subject to the same cash flow analyses as other commercial loans.
The Company generally sells the guaranteed portion of the loan generating noninterest income Eagle Bancorp, Inc 2025 Form 10-K 6 Table of Contents Business from the gains on sale, as well as servicing income on the portion participated. SBA loans other than Paycheck Protection Program ("PPP") loans are subject to the same cash flow analyses as other commercial loans.
As of December 31, 2024, as per the regulatory guidance, commercial real estate loans (including construction, land and land 16 Table o f Contents development loans) represented 372.6% of consolidated risk based capital; however, growth in that segment over the past 36 months at 26.8% did not exceed the 50% threshold laid out in the regulatory guidance.
As of December 31, 2025, as per the regulatory guidance, commercial real estate loans (including construction, land and land development loans) represented 336.6% of consolidated risk based capital; however, growth in that segment over the past 36 months at (9.1)% did not exceed the 50% threshold laid out in the regulatory guidance.
Metropolitan area can, subject to limited restrictions, acquire or merge with a bank in another jurisdiction and can branch de novo in any jurisdiction.
As a result, banks in the Washington, D.C. Metropolitan area can, subject to limited restrictions, acquire or merge with a bank in another jurisdiction and can branch de novo in any jurisdiction.
Failure to comply with these laws and regulations could give rise to regulatory sanctions and actions by the U.S. Department of Justice and state attorneys general. 15 Table o f Contents Financial Privacy and Cybersecurity .
Failure to comply with these laws and regulations could give rise to regulatory sanctions and actions by the U.S. Department of Justice and state attorneys general.
However, the revised capital requirements of the proposed rule would not apply to the Company or the Bank because they have less than $100 billion in total consolidated assets and trading assets and liabilities below the threshold for market risk requirements.
The revised capital requirements of the proposed rule would not apply to the Company or the Bank because they have less than $100 billion in total consolidated assets and trading assets and liabilities below the threshold for market risk requirements. The federal banking regulators have subsequently indicated that they expect to issue a revised proposal in 2026.
Our employees receive continuing education courses that are relevant to the banking industry and their job function. We also offer leadership and customer service training. These resources help to provide employees with the skills they need to achieve their career goals, build management skills and become leaders within our Company.
We also offer leadership and customer service training. These resources help to provide employees with the skills they need to achieve their career goals, build management skills and become leaders within our Company.
Treasury securities, U.S. agency securities, government sponsored enterprise 7 Table o f Contents MBS and high grade municipal and corporate securities, with certain exceptions for the purchase of BBB- or non-rated subordinated debentures of U.S. regulated banks following an analysis of credit worthiness.
The current Investment Policy primarily limits the Bank to investments of high quality U.S. Treasury securities, U.S. agency securities, government sponsored enterprise MBS and high grade municipal and corporate securities, with certain exceptions for the purchase of BBB- or non-rated subordinated debentures of U.S. regulated banks following an analysis of credit worthiness.
In addition to salaries, these programs include annual bonuses, stock awards, a 401(k) Plan with an employer matching contribution, healthcare and insurance benefits, health savings accounts, flexible spending accounts, vacation and sick leave, family leave and an employee assistance program. We provide pay levels and pay opportunities that are designed to be internally fair, externally competitive and cost-effective.
In addition to salaries, these programs include annual bonuses, stock awards, a 401(k) Plan with an employer matching contribution, healthcare and insurance benefits, health savings accounts, flexible spending accounts, vacation and sick leave, family leave and an employee assistance program.
The laws and regulations governing the Bank generally have been promulgated to protect depositors and the DIF and not for the purpose of protecting shareholders or other investors. Commercial banks, savings and loan associations and credit unions are generally able to engage in interstate banking or acquisition activities. As a result, banks in the Washington, D.C.
The laws and regulations governing the Bank generally have been promulgated to protect depositors and the DIF and not for the purpose of protecting shareholders or other investors. Eagle Bancorp, Inc 2025 Form 10-K 12 Table of Contents Business Commercial banks, savings and loan associations and credit unions are generally able to engage in interstate banking or acquisition activities.
As such, interest rate policies of the Federal Reserve and general economic conditions, nationally and in the Bank’s primary market area, could have a significant impact on the Bank’s and the Company’s results of operations.
The Bank's lending activities carry the risk that the borrowers will be unable to perform on their obligations. As such, interest rate policies of the Federal Reserve and general economic conditions, nationally and in the Bank’s primary market area, could have a significant impact on the Bank’s and the Company’s results of operations.
SBA loans are subject to a maximum loan size established by the SBA as well as internal loan size guidelines. Refer to Note 4 to the Consolidated Financial Statements for additional information regarding loan origination and risk management. Our lending activities are subject to a variety of borrower lending limits imposed by state and federal law.
SBA loans are subject to a maximum loan size established by the SBA as well as internal loan size guidelines. Refer to "Note 4 – Loans and Allowance for Credit Losses" to the Consolidated Financial Statements for additional information regarding loan origination and risk management.
In response to the COVID-19 pandemic, the federal banking regulators issued a final rule in March 2020 that provided banking organizations with an alternative option to temporarily delay for two years the estimated impact of the adoption of the CECL methodology on regulatory capital, followed by the three-year phase-in period.
Upon implementation, an institution recognized a one-time cumulative effect adjustment to the allowance for credit losses ("ACL.") The federal banking regulators issued a final rule in March 2020 that provided banking organizations with an option to temporarily delay for two years the estimated impact of the adoption of the CECL methodology on regulatory capital, followed by a three-year phase-in period.
Real estate also serves as collateral for loans made for other purposes, resulting in a combined total 85% of all loans in our portfolio being secured or partially secured by real estate.
The combined owner and non-owner occupied and commercial real estate loans represented approximately 80% of the loan portfolio. Real estate also serves as collateral for loans made for other purposes, resulting in a combined total 82% of all loans in our portfolio being secured or partially secured by real estate.
Under Federal Reserve guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, a banking organization’s incentive compensation arrangements should (i) provide incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk, (ii) be compatible with effective internal controls and risk management and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. 17 Table o f Contents In 2016, the U.S. financial regulators, including the FRB and the SEC, proposed revised rules on incentive-based payment arrangements at specified regulated entities having at least $1 billion in total assets (including the Company and the Bank), but these proposed rules have not been finalized.
Under FRB guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, a banking organization’s incentive compensation arrangements should (i) provide incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk, (ii) be compatible with effective internal controls and risk management and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.
The Company and Bank maintain portfolios of short term investments and investment securities consisting primarily of U.S. agency bonds and government sponsored enterprise mortgage-backed securities, municipal bonds and corporate bonds. The Bank also owns equity investments related to membership in the Federal Reserve and the Federal Home Loan Bank of Atlanta ("FHLB").
The Company and Bank maintain portfolios of short term investments and investment securities consisting primarily of U.S. agency bonds and government sponsored enterprise mortgage-backed securities, municipal bonds and corporate bonds.
None of our employees are represented by a union or subject to a collective bargaining agreement. Diversity and Inclusion We strive toward a powerful and inclusive team of employees, knowing we are better together with our combined wisdom and intellect.
None of our employees are represented by a union or subject to a collective bargaining agreement. Opportunity, Belonging and Inclusion We strive toward a powerful and inclusive team of employees, knowing we are better together with our combined wisdom and intellect. With a commitment to inclusion for every employee, we focus on understanding, accepting and valuing the differences among people.
At December 31, 2024, owner occupied commercial real estate and construction – commercial and industrial ("C&I") (owner occupied) represented approximately 17% of the loan portfolio while non-owner occupied commercial real estate and real estate construction represented approximately 66% of the loan portfolio. The combined owner and non-owner occupied and commercial real estate loans represented approximately 83% of the loan portfolio.
As of December 31, 2025, owner occupied commercial real estate and construction – commercial and industrial ("C&I") (owner occupied) represented approximately 23% of the loan portfolio while non-owner occupied commercial real estate and real estate construction represented approximately 57% of the loan portfolio.
In addition, several states have enacted or proposed statutes or regulations addressing climate change and other ESG issues, including “anti-ESG” statutes or regulations. For example, California enacted climate-related disclosure laws requiring certain companies doing business in California to make certain climate-related disclosures, including but not limited to greenhouse gas emissions data and climate-related risks.
For example, California enacted climate-related disclosure laws requiring certain companies doing business in California to make certain climate-related disclosures, including but not limited to greenhouse gas emissions data and climate-related risks.
Under Section 38 of the FDIA, each federal banking agency is required to implement a system of prompt corrective action for institutions that it regulates. The federal banking agencies have promulgated substantially similar regulations for this purpose. The following capital requirements currently apply to the Bank for purposes of Section 38.
Eagle Bancorp, Inc 2025 Form 10-K 14 Table of Contents Business Prompt Corrective Action . Under Section 38 of the FDIA, each federal banking agency is required to implement a system of prompt corrective action for institutions that it regulates. The federal banking agencies have promulgated substantially similar regulations for this purpose.
Some of these competitors have other advantages, such as tax exemption in the case of credit unions and, to some extent, lesser regulation in the case of finance companies and many nontraditional competitors.
Some of these competitors have other advantages, such as tax exemption in the case of credit unions and, to some extent, lesser regulation in the case of finance companies and many nontraditional competitors. Under current law, unlimited interstate de novo branching is available to all state and federally chartered banks.
The investment securities portfolio provides the following objectives: capital preservation, liquidity management, additional income to the Company and Bank in the form of interest, collateral to facilitate borrowing arrangements and assistance with meeting interest rate risk management objectives. The current Investment Policy primarily limits the Bank to investments of high quality U.S.
These equity investments are categorized as Other Assets and not accounted for in the Fixed Income Securities tables. The investment securities portfolio provides the following objectives: capital preservation, liquidity management, additional income to the Company and Bank in the form of interest, collateral to facilitate borrowing arrangements and assistance with meeting interest rate risk management objectives.
With a commitment to equality and inclusion for every employee, we focus on understanding, accepting and valuing the differences among people. To accomplish this, we have established a Diversity & Inclusion Advisory Council made up of 20 employee representatives. Compensation and Benefits We provide a competitive compensation and benefits program to help meet the needs of our employees.
To accomplish this, we have established an Opportunity, Belonging & Inclusion Council made up of 20 employee representatives. Compensation and Benefits We provide a competitive compensation and benefits program to help meet the needs of our employees.
Risk-based capital requirements assign different capital requirements to various classes of assets and off-balance sheet items based on standardized supervisory measures of risk. The Dodd-Frank Act additionally requires capital requirements to be counter cyclical so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness.
The Dodd-Frank Act additionally requires capital requirements to be counter cyclical Eagle Bancorp, Inc 2025 Form 10-K 13 Table of Contents Business so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness.
In recent years, federal, state and international lawmakers and regulators have increased their focus on financial institutions’ and other companies’ risk oversight, disclosures and practices in connection with climate change and other environmental, social and governance (“ESG”) matters. For example, in March 2024, the SEC issued a final rule on the enhancement and standardization of climate-related disclosures for investors.
In recent years, certain lawmakers and regulators in and outside of the United States have increased their focus on financial institutions’ and other companies’ risk oversight, disclosures and practices in connection with climate change and other environmental, social and governance ("ESG") matters. Several states have enacted or proposed statutes or regulations addressing climate change and other ESG issues.
However, the final rule is currently enjoined as to the plaintiff trade associations while a federal court considers a lawsuit challenging the rule. Concentration and Risk Guidance. The federal banking regulatory agencies promulgated joint interagency guidance regarding material direct and indirect asset and funding concentrations.
The federal banking regulatory agencies promulgated joint interagency guidance regarding material direct and indirect asset and funding concentrations.
The cumulative amount that is not recognized in regulatory capital will be phased in at 25% per year beginning January 1, 2022. We have elected to adopt the option provided in the March 2020 interim final rule. 13 Table o f Contents Prompt Corrective Action .
The cumulative amount that is not recognized in regulatory capital was phased in at 25% per year beginning January 1, 2022.
In our last employee survey, conducted in 2024, nearly 58% of employees participated. We host periodic all-employee conference calls to disseminate information and to respond to employee questions. Learning and Development We invest in the growth and development of our employees by providing a multi-dimensional approach to learning that is designed to empower, intellectually grow and professionally develop our colleagues.
These Councils provide an assortment of employee engagement and recognition events. Learning and Development We invest in the growth and development of our employees by providing a multi-dimensional approach to learning that is designed to empower, intellectually grow and professionally develop our colleagues. Our employees receive continuing education courses that are relevant to the banking industry and their job function.
These limits will increase or decrease in response to increases or decreases in the Bank’s level of capital. At December 31, 2024, the Bank had a legal lending limit of $223.0 million. At December 31, 2024, the average loan size outstanding for Commercial Real Estate ("CRE") and C&I loans was $7.2 million and $1.2 million, respectively.
Our lending activities are subject to a variety of borrower lending limits imposed by state and federal law. These limits will increase or decrease in response to increases or decreases in the Bank’s level of capital. As of December 31, 2025, the Bank had a legal lending limit of $195.0 million.
For banks with at least $10 billion but less than $250 billion in total assets, compliance with the rule’s requirements is required by April 1, 2027. In December 2024, the CFPB issued a final rule that modifies or eliminates several long-standing exclusions from requirements generally applicable to consumer credit that previously exempted certain overdraft practices.
For banks with at least $10 billion but less than $250 billion in total assets, compliance with the rule’s requirements is required by April 1, 2027. The rule is the subject of litigation, which is currently stayed while the CFPB considers revisions to the rule. During 2025, the CFPB reduced its staff by over 80%.
To determine competitive market compensation levels, we use market surveys that report salary data of companies with similar positions, asset size and geographical location. To further align base pay with experience and individual performance, we annually review our salary structure and ranges to keep pace with changes in the marketplace.
Eagle Bancorp, Inc 2025 Form 10-K 10 Table of Contents Business We provide pay levels and pay opportunities that are designed to be internally fair, externally competitive and cost-effective. To determine competitive market compensation levels, we use market surveys that report salary data of companies with similar positions, asset size and geographical location.
The Federal Reserve has indicated that it expects to work with the other federal banking regulators in 2025 on a revised proposal. In 2016, the Financial Accounting Standards Board ("FASB") issued the current expected credit losses model ("CECL"), which became applicable to us on January 1, 2020.
In 2016, the Financial Accounting Standards Board ("FASB") issued the current expected credit losses model ("CECL").
Removed
During the year ended December 31, 2023, the Company ceased originating residential real estate mortgage loans and completed residual origination and sales activities on its residential real estate mortgage lending business.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn the normal course of our business, we are named as a defendant in various legal actions arising in connection with our current and/or prior business activities or public disclosures. Legal actions could include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages. Further, we may be subject to regulatory enforcement actions.
Biggest changeLitigation and regulatory actions, including enforcement actions, could subject us to significant fines, penalties, judgments or other requirements resulting in increased expenses or restrictions on our activities. In the normal course of our business, we are named as a defendant in various legal actions arising in connection with our current and/or prior business activities or public disclosures.
There can be no assurance that our relationship banking model will enable us to keep a significant percentage of new relationships or continue to develop new relationships, that we would be able to maintain appropriate levels in the pricing, margins and asset quality or that we will be able to continue to grow.
There can be no assurance that our relationship banking model will enable us to keep a significant percentage of new relationships or continue to develop new relationships, that we would be able to maintain appropriate levels in the pricing, margins and asset quality or that we will be able to grow.
Operational risks that may have an adverse effect on our operations, include (i) risks related to our work productivity; (ii) increased spending on our business continuity efforts; (iii) increased strain on certain risk management practices, including, but not limited to, the effectiveness and accuracy of our models, given the potential lack of data inputs and comparable precedent; (iv) risks related to the effectiveness of our anti-money laundering and other compliance programs; (v) increased cybersecurity risk due to, among other things, the increased connectivity of third parties and electronic devices to our systems, hybrid work arrangements and new technologies, such as artificial intelligence; (vi) risks related to our efforts to provide banking services through digital channels; and (vii) operational disruptions at our third-party service providers.
Operational risks that may have an adverse effect on our operations, include (i) risks related to our work productivity; (ii) increased spending on our business continuity efforts; (iii) increased strain on certain risk management practices, including, but not limited to, the effectiveness and accuracy of our models, given the potential lack of data inputs and comparable precedent; (iv) risks related to the effectiveness of our anti-money laundering and other compliance programs; (v) increased cybersecurity risk due to, among other things, the increased connectivity of third parties and electronic devices to our systems, hybrid work arrangements and new technologies, such as artificial intelligence; (vi) risks related to providing banking services through digital channels; and (vii) operational disruptions at our third-party service providers.
In pricing the AFS securities portfolio, a variety of factors beyond our control may significantly influence the fair values of these securities. These factors include, but are not limited to, market conditions, instability in the credit markets, rating agency downgrades of the securities, lack of market pricing of the securities, defaults of the issuers of the securities and issuer impairments.
A variety of factors beyond our control may significantly influence the fair values of AFS securities. These factors include, but are not limited to, market conditions, instability in the credit markets, rating agency downgrades of the securities, lack of market pricing of the securities, defaults of the issuers of the securities and issuer impairments.
Increased cyber risks in this context may include greater phishing, malware and other cybersecurity attacks, vulnerability to disruptions of our information technology infrastructure and telecommunications systems for remote operations, increased risk of unauthorized dissemination of confidential information, limited ability to restore the systems in the event of a systems failure or interruption, greater risk of a security breach resulting in destruction or misuse of sensitive, confidential, personal or proprietary information and potential impairment of our ability to perform critical functions, including wiring funds, all of which could expose us to risks of data or financial loss, litigation and liability and could seriously disrupt our operations and the operations of any impacted customers.
Increased cyber risks in this context may include greater phishing, malware and other cybersecurity attacks, vulnerability to disruptions of our information technology infrastructure and telecommunications systems for remote operations, increased risk of unauthorized dissemination of confidential information, limited ability to restore the systems in the event of a systems failure or interruption, greater risk of a security breach resulting in destruction or misuse of sensitive, confidential, personal or proprietary information and potential impairment of our ability to perform critical functions, including wiring funds, all of which could expose us to risks of data or financial loss, litigation, reputational damage and liability and could seriously disrupt our operations and the operations of any impacted customers.
General economic, political, social and health conditions affect financial markets, and therefore, our business. Fiscal and monetary policies have a direct and indirect impact on the level and volatility of interest rates, liquidity of financial markets, the availability and cost of capital, and market conditions of financing.
General economic, political, social and health conditions affect financial markets, and therefore, our business. Fiscal and monetary policies have a direct and indirect impact on the level and volatility of interest rates, market liquidity, the availability and cost of capital and credit, and market conditions of financing.
Such regulatory approvals may not be granted on terms that are acceptable to us, or at all. We may also be required to sell branches as a condition to receiving regulatory approval, a condition which may not be acceptable to us or, if acceptable to us, may reduce the benefit of any acquisition.
Such regulatory approvals may not be granted on terms that are acceptable to us, or at all. We may also be required to sell branches as a condition of approval, a condition which may not be acceptable to us or, if acceptable to us, may reduce the benefit of any acquisition.
In order to maintain appropriate levels of liquidity, we may need to, or be required to raise additional capital through the issuance of common stock, which could dilute the ownership of existing stockholders, or reduce or even eliminate our common stock dividend to preserve capital or to raise additional capital.
In order to maintain appropriate levels of liquidity, we may need to, or be required to raise additional capital through the issuance of common stock, which could dilute the ownership of existing stockholders, or reduce or eliminate our common stock dividend to preserve capital.
The inability to maintain or achieve growth of income or assets or deposits and increases in improvements of operating expenses or nonperforming assets may have an adverse impact on our results of operations, financial condition and the value of the common stock.
The inability to maintain or achieve growth of income, assets or deposits and increases in operating expenses or nonperforming assets may have an adverse impact on our results of operations, financial condition and the value of the common stock.
We are also continually the subject of exams, subpoenas, requests for information, reviews, investigations and proceedings (both formal and informal) by various agencies and other bodies regarding our current and/or prior business activities.
We are also continually the subject of exams, subpoenas, requests for information, reviews, investigations and proceedings (both formal and informal) by various government agencies and other bodies regarding our current and/or prior business activities.
A continuation of the movement towards these practices over time could continue to erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations, each of which could have an adverse effect on our borrowers, the office properties securing their loans, and our ability to collect the amounts owed to us.
A continuation of the movement towards these practices over time could continue to further erode the overall demand for office space and, in turn, place continued downward pressure on occupancy, rental rates and property valuations, each of which could have an adverse effect on our borrowers, the office properties securing their loans, and our ability to collect the amounts owed to us.
Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, financial condition and results of operations. We may face risks with respect to future expansion or acquisition activity. We are subject to comprehensive regulation under federal and state banking laws.
Any failure or circumvention of our controls and procedures or failure to comply with regulations on internal controls could have a material adverse effect on our business, financial condition and results of operations. We may face risks with respect to future expansion or acquisition activity. We are subject to comprehensive regulation under federal and state banking laws.
RISKS RELATED TO OUR BUSINESS AND ECONOMIC CONDITIONS Our business and results of operations may be adversely affected by the financial markets, fiscal, monetary, and regulatory policies and economic conditions. These factors could have a material adverse effect on our earnings, net interest margin, financial condition, rate of growth, liquidity levels, and stock price.
Risks Related to Our Business and Economic Conditions Our business and results of operations may be adversely affected by the financial markets, fiscal, monetary, and regulatory policies and economic conditions. These factors could have a material adverse effect on our earnings, net interest margin, financial condition, growth, liquidity, and stock price.
Our primary sources of liquidity consist of cash and cash balances due from correspondent banks, excess reserves at the Federal Reserve, loan repayments, federal funds sold and other short-term investments, maturities and monetization of investment securities, cash provided by operating activities and new core deposits into the Bank.
Our primary sources of liquidity consist of cash and cash balances due from correspondent banks, excess reserves at the Federal Reserve, loan repayments and other short-term investments, maturities and monetization of investment securities, cash provided by operating activities and new core deposits into the Bank.
Also, the Maryland General Corporation Law, as amended, contains several provisions that may make it more difficult for a third party to acquire control of the Company without the approval of its Board and may make it more difficult or expensive for a third party to acquire a majority of its outstanding common stock.
Also, the Maryland General Corporation Law contains several provisions that may make it more difficult for a third party to acquire control of the Company without the approval of its Board and may make it more difficult or expensive for a third party to acquire a majority of its outstanding common stock.
Conditions within the market or with the security may result in unrealized losses that may have a negative impact on our financial condition. If such losses were realized in a sales transaction, that may have a negative impact on our results of operations and our regulatory capital ratios.
Conditions within the market or with the security may result in unrealized losses that may have a negative impact on our financial condition. If such losses were realized in a sales transaction of AFS securities, that may have a negative impact on our results of operations and our regulatory capital ratios.
With certain limited exceptions, federal regulations prohibit a person or company or a group of persons deemed to be “acting in concert” from, directly or indirectly, acquiring more than 10% (5% if the acquirer is a bank holding company) of any class of the Company’s voting stock or obtaining the ability to control in any manner the election of a majority of its directors or otherwise direct the management or policies of the Company without prior notice or application to and the approval of the Federal Reserve.
With certain limited exceptions, federal regulations prohibit a person or company or a group of persons deemed to be "acting in concert" from, directly or indirectly, acquiring more than 10% (5% if the acquirer is a bank holding company) of any class of the Company’s voting stock or obtaining the ability to control in any manner the election of a majority of its directors or otherwise direct the management or policies of the Company without prior notice or application to and the approval of the Federal Reserve.
Fluctuations in inflation rates may also have a number of adverse effects on the Bank and the Company. For example, material increases in inflation rates would likely result in an increase in personnel and other operational costs and an increase in salary and wage expenses, which comprise the Bank’s most significant non-interest expense category.
Fluctuations in inflation rates may also have a number of adverse effects on us. For example, material increases in inflation rates would likely result in an increase in personnel and other operational costs and an increase in salary and wage expenses, which comprise the Bank’s most significant non-interest expense category.
Reputation risk, or the risk to our business, liquidity, funding mix, earnings and financial capital from negative public opinion, adverse publicity or negative information is inherent in our business and has increased substantially due to the instant access and instantaneous transmission and communication of information, which may include misinformation, including regarding actual or alleged conduct related to any number of activities or circumstances by the Bank, our directors, our officers, our employees and/or third parties.
Risk to our business, liquidity, funding mix, earnings and financial condition from negative public opinion, adverse publicity or negative information is inherent in our business and has increased substantially due to the instant access and instantaneous transmission of information, which may include misinformation, including regarding actual or alleged conduct related to any number of activities or circumstances by the Bank, our directors, officers, employees and/or third parties.
Our calculation of our ACL relies on estimates and assumptions, resulting in the risk that our calculated ACL may not cover actual future credit losses, which could result in an adverse effect on our business, financial condition and results of operations. We use a credit reserving methodology known as the CECL methodology.
Our calculation of our ACL relies on estimates and assumptions, resulting in the risk that our ACL may not cover actual future credit losses, which could result in an adverse effect on our business and results of operations. We use a credit reserving methodology known as the CECL methodology.
Our industry is susceptible to the negative impact of limited access to short-term and/or long-term sources of funds, which could result in a liquidity shortfall and/or impact our liquidity coverage ratio and could have an adverse effect on our operations, financial condition and earnings.
Our industry is susceptible to the negative impact of limited access to short-term and/or long-term sources of funds, which could result in a liquidity shortfall that could have an adverse effect on our operations, financial condition and earnings.
Damages to real estate underlying mortgage loans or real estate collateral, declines in economic conditions in geographic markets in which the Company’s customers operate and increased premiums for and reduced availability of insurance may impact our customers’ ability to repay loans or maintain deposits due to climate change effects, which could increase our delinquency rates and average credit loss.
Damages to real estate underlying mortgage loans or real estate collateral, declines in economic conditions in geographic markets in which the Company’s customers operate and increased premiums for and reduced availability of insurance may impact our customers’ ability to repay loans or maintain deposits due to climate-related risks, which could increase our delinquency rates and average credit loss.
The investment securities portfolio’s performance, including the existence of unrealized and unrecognized losses in the portfolio, also may create reputational risk for us, particularly in conjunction with the conditions of the banking industry generally, that could result in deposit outflows or reduced access to funding, or negatively impact our ability to attract and retain prospective customers.
The investment securities portfolio’s performance, including the existence of unrealized and unrecognized losses in the portfolio, also may create other risks for us, particularly in conjunction with the conditions of the banking industry generally, that could result in deposit outflows or reduced access to funding, or negatively impact our ability to attract and retain prospective customers.
Additionally, if, for any reason, economic conditions in our market area deteriorate, commercial real estate values, in particular for offices, decline further, or there is significant volatility or weakness in the economy or any significant sector of the area’s economy, our ability to develop our business relationships may be diminished, 24 Table o f Contents the quality and collectability of our loans may be adversely affected, the value of collateral may decline and loan demand may be reduced.
Additionally, if, for any reason, economic conditions in our market area deteriorate, commercial real estate values, in particular for offices, decline further, or there is significant volatility or weakness in the economy or any significant sector of the area’s economy, our ability to develop our business relationships may be diminished, the quality and collectability of our loans may be adversely affected, the value of collateral may decline and loan demand may be reduced.
The banking industry is highly regulated and supervised under federal and state laws and regulations that are intended primarily for the protection of depositors, customers, the public, the banking system as a whole or the FDIC DIF. The Company and Bank are subject to regulation and supervision by the Federal Reserve and the FDIC, as well as our state regulator.
The banking industry is highly regulated and supervised under federal and state laws and regulations that are intended primarily for the protection of depositors, customers, the public, the banking industry as a whole or the FDIC deposit insurance fund ("DIF.") The Company and Bank are subject to regulation and supervision by the Federal Reserve and the FDIC, as well as our state regulator.
A large portion of our loan portfolio is related to real estate, with 83% consisting of commercial real estate and real estate construction secured by commercial real estate.
A large portion of our loan portfolio is related to real estate, with 80% consisting of commercial real estate and real estate construction secured by commercial real estate.
In addition, in order to monetize our “held-to-maturity” securities, we expect to rely on pledging those securities for secured funding, and our liquidity may be impaired if we are unable to timely pledge those or any other securities due to a lack of available funding, operational impediments or otherwise.
In addition, in order to monetize our "held-to-maturity" securities, we expect to rely on pledging those securities for secured funding, and our liquidity may be impaired if we are unable to timely pledge those or any other securities due to a lack of available funding, operational impediments or otherwise.
For example, in March 2023, SVB and Signature Bank, which had elevated concentrations of uninsured deposits, experienced large deposit outflows, resulting in the institutions being placed into 22 Table o f Contents FDIC receiverships. The collapse of these banking institutions sparked a panic that resulted in many banks, including us, experiencing deposit outflows and changes in deposit composition.
For example, in March 2023, SVB and Signature Bank, which had elevated concentrations of uninsured deposits, experienced large deposit outflows, resulting in the institutions being placed into FDIC receiverships. The collapse of these banking institutions sparked a panic that resulted in many banks, including us, experiencing deposit outflows and changes in deposit composition.
Our failure to comply with any applicable laws or regulations or regulatory policies and interpretations of such laws and regulations, or our failure to meet supervisory expectations, could result in sanctions by 29 Table o f Contents regulatory agencies, civil money penalties or damage to our reputation, all of which could have a material adverse effect on our business, financial condition and results of operations.
Our failure to comply with any applicable laws or regulations or regulatory policies and interpretations of such laws and regulations, or our failure to meet supervisory expectations, could result in sanctions by regulatory agencies, civil money penalties or damage to our reputation, all of which could have a material adverse effect on our business, financial condition and results of operations.
As a result of actual or expected credit losses, we may downgrade loans, increase our allowance for loan losses and write down or charge off credit relationships, any of which would negatively impact our results of operations. In addition, market upheavals are likely to affect the value of real estate and commercial assets.
As a result of actual or expected credit losses, we may downgrade loans, increase our allowance for credit losses and write down or charge off loans, any of which would negatively impact our results of operations. In addition, market conditions are likely to continue to affect the value of real estate and commercial assets.
Refer to “Regulation” under Item 1 and to “Market for Common Stock” under Item 5 for additional information. We may issue additional equity securities or engage in other transactions that could affect the priority of our common stock, which may adversely affect the market price of our common stock.
Refer to "Regulation" under Item 1 and to "Market for Common Stock" under Item 5 for additional information. We may issue additional equity securities or engage in other transactions that could affect the priority of our common stock, which may adversely affect the market price of our common stock.
Going forward, should competitive pressures increase, we are subject to the risk that we may not be able to retain the loans and deposits produced by these new relationships.
Going forward, due to competitive pressures, we are subject to the risk that we may not be able to retain the loans and deposits produced by these new relationships.
Leadership changes may occur from time to time and the Company cannot predict whether significant resignations will occur or whether the Company will be able to recruit additional qualified personnel.
Other leadership changes may occur from time to time and the Company cannot predict whether significant resignations will occur or whether the Company will be able to recruit additional qualified personnel and suitable successors.
Increased market volatility and changes in financial or capital market conditions may be further impacted by energy prices, commercial 18 Table o f Contents property values, residential property values, consumer spending, bankruptcies, employment levels, labor shortages, changes in immigration policy, tariffs and changes in trade policy, wage inflation and supply chain disruptions.
Increased market volatility and changes in financial or capital market conditions may be further impacted by energy prices, commercial property values, residential property values, consumer spending, bankruptcies, employment levels, labor shortages, changes in immigration policy, tariffs and changes in trade policy, wage inflation and supply chain disruptions.
Our ability to fund our operations, to continue growing and to return capital to our shareholders depends in part on our ability to maintain regulatory capital levels above minimum requirements plus buffers.
Our ability to fund our operations, to grow and to return capital to our shareholders depends in part on our ability to maintain regulatory capital levels above minimum requirements plus buffers.
In addition, because of the complexity inherent in these approaches, especially those based on artificial intelligence, misunderstanding or misuse of their outputs could similarly result in suboptimal decision-making, which could have a material adverse effect on our business, financial condition, results of operations and share price.
In addition, because of the complexity inherent in these approaches, especially those based on artificial intelligence, misunderstanding or misuse of their outputs could similarly result in suboptimal decision-making, which could have a material adverse effect on our business, financial condition, results of operations and share price. ITEM 1B. UNRESOLVED STAFF COMMENTS None
Our concentration of large depositors may increase our liquidity risk and have an adverse effect on our results of operations. While no single depositor represented more than 10% of total deposits at December 31, 2024, our ten largest depositors not associated with brokered pass-through relationships represented approximately 23% of total deposits.
Our concentration of large depositors may increase our liquidity risk and have an adverse effect on our results of operations. While no single depositor represented more than 10% of total deposits as of December 31, 2025, our ten largest depositors not associated with brokered pass-through relationships represented approximately 18% of total deposits.
Such negative consequences could include remediation costs that may include liability for stolen assets or information and repairing system damage that may have been caused; deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants; lost revenues resulting from unauthorized use of proprietary information or the failure to retain or attract customers following an attack; disruption or failures of physical infrastructure, operating systems or networks that support our business and customers resulting in the loss of customers and business opportunities; additional regulatory scrutiny and possible regulatory penalties; litigation; and reputational damage adversely affecting customer or investor confidence.
Such negative consequences could include remediation costs that may include liability for stolen assets or information and repairing system damage that may have been caused; deploying additional personnel and protection technologies, training employees and engaging third-party experts and Eagle Bancorp, Inc 2025 Form 10-K 32 Table of Contents Risk Factors consultants; lost revenues resulting from unauthorized use of proprietary information or the failure to retain or attract customers following an attack; disruption or failures of physical infrastructure, operating systems or networks that support our business and customers resulting in the loss of customers and business opportunities; additional regulatory scrutiny and possible regulatory penalties; litigation; and reputational damage adversely affecting customer or investor confidence.
We have grown in the past several years through organic growth. We intend to seek further growth in the level of our loans and deposits within our existing footprint in the Washington, D.C. metropolitan area. We cannot provide any assurance that we will be able to grow at acceptable risk levels and upon acceptable terms, or at all.
We intend to seek further growth in the level of our loans and deposits within our existing footprint in the Washington, D.C. metropolitan area. We cannot provide any assurance that we will be able to grow at acceptable risk levels and upon acceptable terms, or at all.
At December 31, 2024, we had approximately $2.2 billion of deposits, or 24% of our total deposits, in excess of the maximum FDIC insurance coverage limits. Deposits make up a significant source of financing for our investment strategy and funding for our operations. Customers who have uninsured deposits with us could present a heightened risk of withdrawal.
As of December 31, 2025, we had approximately $2.3 billion of deposits, or 25% of our total deposits, in excess of the maximum FDIC insurance coverage limits. Deposits make up a significant source of financing for our operations and investment strategy. Customers who have uninsured deposits with us could present a heightened risk of withdrawal.
Our investment securities portfolio is classified as either “available-for-sale” securities, which are marked to market on a recurring basis and recorded at fair value with unrealized gains or losses reported in accumulated other comprehensive income (loss), or “held-to-maturity” securities, which are recorded at amortized cost less any associated ACL.
Our investment securities portfolio is classified as either "available-for-sale" securities, which are marked to market on a recurring basis and recorded at fair value with unrealized gains or losses reported in accumulated other comprehensive income (loss), or "held-to-maturity" securities, which are recorded at amortized cost less any associated ACL.
While the Company does not have a significant level of loans to federal government contractors or their subcontractors, which as of December 31, 2024 was $251.9 million, or 3.2% of our loan portfolio, the impact of a shutdown of federal government operations, a decline in federal government spending or workforce, a reallocation of government spending to different industries or different areas of the country or a delay in payments to such contractors, whether as a result of a government shutdown or otherwise, could have a ripple effect and adversely affect our results of operations and financial condition, including asset quality, financial capital and liquidity levels.
While the Company does not have a significant level of loans to federal government contractors or their subcontractors, the impact of a shutdown of federal government operations, a decline in federal government spending or workforce, a reallocation of government spending to different industries or different areas of the country or a delay in payments to such contractors, whether as a result of a government shutdown or otherwise, could have a ripple effect and adversely affect our results of operations and financial condition, including asset quality, financial capital and liquidity levels.
Such significant climate change effects may negatively impact the Company’s geographic markets, disrupting the operations of the Company, our customers or third parties on which we rely.
Such significant natural disasters may negatively impact the Company’s geographic markets, disrupting the operations of the Company, our customers or third parties on which we rely.
Any failure to maintain effective controls, to timely implement any necessary improvement to our internal and disclosure controls or to effect remediation of any material weakness or significant deficiency could, among other things, result 23 Table o f Contents in losses from fraud or error, harm our reputation or cause investors to lose confidence in our reported financial information, all of which could have a material adverse effect on our results of operations, financial condition or stock price.
Eagle Bancorp, Inc 2025 Form 10-K 24 Table of Contents Risk Factors Any failure to maintain effective controls, to timely implement any necessary improvement to our internal and disclosure controls or to effect remediation of any material weakness or significant deficiency could, among other things, result in losses from fraud or error, harm our reputation or cause investors to lose confidence in our reported financial information, all of which could have a material adverse effect on our results of operations, financial condition or stock price.
Additionally, the condition of our loan portfolio’s credit quality is factored into the calculation of our CECL estimate. Our ability to accurately forecast and react to future losses may be impaired by significant uncertainties which could result in loan losses and other exposures which could exceed our allowance.
Additionally, the credit quality of our loan portfolio factors into our CECL estimate. Our ability to accurately forecast and react to future losses may be impaired by significant uncertainties which could result in loan losses and other exposures that exceed our allowance.
Moreover, as our asset size, and loan portfolio increase, it may become more difficult to maintain the levels of performance and earnings achieved and to continue to grow in the future. Additionally, it may become more difficult to maintain or achieve improvements in our expense levels and efficiency ratio.
Moreover, if our asset size and loan portfolio were to increase, it may become more difficult to continue to grow in the future. Additionally, it may become more difficult to maintain or achieve improvements in our expense levels and efficiency ratio.
A significant portion of our loan portfolio consists of loans secured by real estate. We rely upon independent appraisers at the time of origination to estimate the value of such real estate. Appraisals are only estimates of value, and the soundness of those estimates may be affected by volatility in the real estate market or other changes in market conditions.
We rely upon independent appraisers at the time of origination to estimate the value of such real estate. Appraisals are only estimates of value, and the soundness of those estimates may be affected by volatility in the real estate market or other changes in market conditions.
The loss of service of one or more of these key personnel could reduce the Company’s ability to successfully implement its long-term business strategy, our business could suffer and the value of the Company’s common stock could be 27 Table o f Contents materially adversely affected.
Riel’s departure or the loss of service of one or more of our other key personnel could reduce the Company’s ability to successfully implement its long-term business strategy, our business could suffer and the value of the Company’s common stock could be materially adversely affected.
Our ability to pay a cash dividend on our common stock, to repurchase shares of our common stock or to pay interest on our debt will depend largely upon the ability of the Bank, the Company’s principal operating business, to declare and pay dividends to the Company.
Our ability to pay a cash dividend on our common stock, to repurchase shares of our common stock or to pay interest on our debt depends largely upon the ability of the Bank to declare and pay dividends to the Company.
While the Company and Bank carry insurance to protect us from material outlays (excluding regulatory fees and penalties), such insurance may not always fully or even substantially cover such outlays. The Company maintains director and officer insurance policies (“D&O Insurance Policies”) that provide coverage for legal defense costs.
Attorney’s Office for the Middle District of Pennsylvania referenced in Note 19. While the Company and Bank carry insurance to protect us from material outlays (excluding regulatory fees and penalties), such insurance may not always fully or even substantially cover such outlays. The Company maintains director and officer insurance policies ("D&O Insurance Policies") that provide coverage for legal defense costs.
The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, adversely affect customer or investor confidence, result in a loss of customer business, subject us to additional regulatory scrutiny and possible regulatory penalties or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations. 31 Table o f Contents Failure to keep up with the rapid technological changes in the financial services industry could have a material adverse effect on our competitive position and profitability.
The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, adversely affect customer or investor confidence, result in a loss of customer business, subject us to additional regulatory scrutiny and possible regulatory penalties or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.
Our ability to attract and retain customers is highly dependent upon the perceptions of current and prospective borrowers and deposit holders and other external perceptions of our products, services, trustworthiness, business practices, workplace culture, compliance practices or our financial health.
Eagle Bancorp, Inc 2025 Form 10-K 23 Table of Contents Risk Factors Our ability to attract and retain customers is highly dependent upon the perceptions of current and prospective borrowers and deposit holders and other external perceptions of our products, services, trustworthiness, business practices, workplace culture, compliance practices or our financial health.
A significant portion of our loan portfolio consists of loans secured by commercial properties, the adverse performance of which could impact the credit quality of the loan portfolio and result in a negative impact to our financial condition or results of operations.
Eagle Bancorp, Inc 2025 Form 10-K 19 Table of Contents Risk Factors A significant portion of our loan portfolio consists of loans secured by commercial properties, the adverse performance of which could impact the credit quality of the loan portfolio and result in a negative impact to our financial condition or results of operations.
We have incurred and expect to continue to incur costs in connection with our policies and procedures designed to ensure that our collection, use, transfer, storage and disposal of PII complies with all applicable laws and regulations.
We have incurred and expect to continue to incur costs in connection with our policies and procedures designed to ensure that our collection, use, transfer, storage and Eagle Bancorp, Inc 2025 Form 10-K 31 Table of Contents Risk Factors disposal of PII complies with all applicable laws and regulations.
The loan portfolio contains a significant number of commercial and commercial real estate and construction loans with relatively large balances. The deterioration of one or a few of these loans may cause a significant increase in nonperforming assets.
Eagle Bancorp, Inc 2025 Form 10-K 25 Table of Contents Risk Factors The loan portfolio contains a significant number of commercial and commercial real estate and construction loans with relatively large balances. The deterioration of one or a few of these loans may cause a significant increase in nonperforming assets.
Our customers and businesses in the Washington, D.C. metropolitan area in general may be adversely impacted as a result of changes in government spending or a government shutdown. The presidential administration and certain governmental agencies have announced plans to reduce government spending and the size of the federal government workforce.
Our customers and businesses in the Washington, D.C. metropolitan area in general have been and may continue to be adversely impacted as a result of changes in government spending or the size of the federal workforce and may also be adversely affected by a government shutdown.
These announcements could have an adverse effect on the economy of the Washington, D.C. metropolitan area, which in turn could adversely affect the Company. The Washington, D.C. metropolitan area is characterized by a significant number of businesses that are federal government contractors or subcontractors, or which depend on such businesses for a significant portion of their revenues.
The Washington, D.C. metropolitan area is characterized by a significant number of businesses that are federal government contractors or subcontractors, or which depend on such businesses for a significant portion of their revenues.
If we are unable to source alternative sources of funding at attractive rates or at all, we could be required to sell or otherwise monetize securities from our investment securities portfolio, which could have similar adverse consequences.
If we are unable to source alternative sources of funding at attractive rates or at all, we could be required to sell or otherwise monetize securities from our investment securities portfolio, which could have similar adverse consequences. Changes in interest rates and other factors beyond our control could have an adverse impact on our financial performance and results.
We may not be able to implement new technology-driven products and services effectively or be successful in marketing these products and services to customers. Failure to successfully keep pace with technological change affecting the financial services industry could harm our ability to compete effectively and could have a material adverse effect on our business, financial condition or results of operations.
Failure to successfully keep pace with technological change affecting the financial services industry could harm our ability to compete effectively and could have a material adverse effect on our business, financial condition or results of operations.
If we do not respond appropriately to the current economic environment, or if customers or other stakeholders do not perceive our response to be adequate, we could suffer damage to our reputation and our brand, which could materially adversely affect our business.
We also face an increased risk of litigation and governmental and regulatory action and scrutiny in response to those conditions. If we do not respond appropriately to the current economic environment, or if customers or other stakeholders do not perceive our response to be adequate, we could suffer damage to our brand, which could materially adversely affect our business.
The impact of the COVID-19 pandemic is still being felt due to the significant changes in working arrangements that have impacted and could continue to impact the performance of some of the office properties within our commercial real estate portfolio. Hybrid work arrangements, flexible work schedules, open workplaces and teleconferencing have become increasingly common.
Although there has been some momentum on return to office, the impact of the COVID-19 pandemic is still being felt due to the significant changes in working arrangements that have impacted and continue to impact the performance of some of the office properties within our commercial real estate portfolio.
Our future success will depend, in part, upon our ability to address the needs of customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements.
The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs. Our future success will depend, in part, upon our ability to address the needs of customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations.
Higher interest rates can also adversely affect the creditworthiness of the Bank’s borrowers, and the commercial real estate loan portfolio is particularly sensitive to a higher interest rate environment.
Higher interest rates can also adversely affect the creditworthiness of the Bank’s borrowers, and the commercial real estate loan portfolio is particularly sensitive to a higher interest rate environment. These and other indirect impacts of inflation could significantly adversely affect our earnings and capital in both the short term and long term.
Accordingly, any failure, or perceived failure, to comply with applicable privacy or data protection laws and regulations may subject us to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties and could damage our reputation and otherwise adversely affect our operations, financial condition and results of operations. 30 Table o f Contents RISKS RELATED TO ACCOUNTING AND TAXATION Changes in tax laws could have an adverse effect on us, the banking industry, our customers, the value of collateral securing our loans and demand for loans.
Accordingly, any failure, or perceived failure, to comply with applicable privacy or data protection laws and regulations may subject us to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties and could damage our reputation and otherwise adversely affect our business, financial condition and results of operations.
Additionally, our liquidity may be negatively impacted by the unwillingness or inability of the Federal Reserve to act as lender of last resort.
Additionally, our liquidity may be negatively impacted by the unwillingness or inability of the Federal Reserve to extend credit through the discount window.
Additionally, regulatory capital requirements could increase from current levels, which could require us to raise additional capital or change the size or composition of our balance sheet.
We must meet certain regulatory capital requirements and maintain sufficient liquidity, including to maintain our status as a well-capitalized institution. Additionally, regulatory capital requirements could increase from current levels, which could require us to raise additional capital or change the size or composition of our balance sheet.
This may result in an inability to provide returns to our shareholders. The banking industry is highly regulated and supervised under federal and state laws and regulations that are intended primarily for the protection of depositors, customers, the public, the banking industry as a whole or the FDIC deposit insurance fund (“DIF”).
The banking industry is highly regulated and supervised under federal and state laws and regulations that are intended primarily for the protection of depositors, customers, the public, the banking system as a whole or the FDIC DIF, and not our shareholders or other security holders.
Our ability to raise additional financing depends on conditions in the capital markets, economic conditions and a number of other factors, including investor perceptions regarding the banking industry, market conditions and governmental 20 Table o f Contents activities and on our financial condition and performance. Accordingly, we may be unable to raise additional financing if needed or on acceptable terms.
Eagle Bancorp, Inc 2025 Form 10-K 21 Table of Contents Risk Factors Our ability to raise additional financing depends on conditions in the capital markets, economic conditions and a number of other factors, including investor perceptions regarding the banking industry, market conditions and governmental activities and on our financial condition and performance.
RISKS RELATED TO OUR LEGAL AND REGULATORY ENVIRONMENT Our concentrations of loans may require us to maintain higher levels of capital.
Eagle Bancorp, Inc 2025 Form 10-K 29 Table of Contents Risk Factors Risks Related to Our Legal and Regulatory Environment Our concentrations of loans may require us to maintain higher levels of capital.
Conversely, there has been increasing anti-ESG sentiment in the U.S., which has led and is likely to continue to lead to new anti-ESG policies and legislative and regulatory requirements discouraging or preventing ESG-related initiatives. As a result, we may face heightened and potentially conflicting regulatory and legal requirements, as well as reputational scrutiny.
Increased ESG related compliance costs, in turn, could result in increases to our overall operational costs. Conversely, there has been increasing anti-ESG sentiment in the U.S., which has led and is likely to continue to lead to new anti-ESG policies and legislative and regulatory requirements discouraging or preventing ESG-related initiatives.
As a result, a rapid increase or decrease in interest rates could have an adverse effect on our net interest margin and results of operations.
As a result, a rapid increase or decrease in interest rates could have an adverse effect on our net interest margin and results of operations. Refer to "Item 7a. Quantitative and Qualitative Disclosures About Market Risk " for further discussion on our asset/liability management.
Furthermore, if the models, estimates and assumptions we use to establish reserves or the judgments we make in extending credit to our borrowers prove inaccurate in predicting future events, the result may also be losses in excess of our CECL provision.
If the models, estimates and assumptions we use to establish reserves or the judgments we make in extending credit prove inaccurate in predicting future events, we may experience losses in excess of our CECL provision. As economic conditions change, we may have to increase our allowance, which could adversely affect our results of operations and financial condition.
The migration from one financing source to another financing source may negatively impact our ability to execute investment transactions. The lack of availability of sufficient brokered deposits may have a material adverse effect on our business, financial condition and results of operations.
The migration from one financing source to another financing source may negatively impact our business. The lack of availability of sufficient brokered deposits may have a material adverse effect on our business, financial condition and results of operations. In July 2025, President Trump signed into law the GENIUS Act, which establishes a regulatory framework for “payment stablecoins” and their issuers.
The Company and Bank are subject to regulation and supervision by the Federal Reserve and the FDIC, as well as our state regulator. We are subject to U.S. regulatory capital rules, and banking regulators have broad authority to determine whether we are operating in a safe and sound manner, including with respect to liquidity risk management and asset quality.
We are subject to U.S. regulatory capital rules, and banking regulators have broad authority to determine whether we are operating in a safe and sound manner, including with respect to liquidity risk management and asset quality. We may need to raise additional financing in the future to meet regulatory requirements, supervisory expectations or business needs.
For example, recently, interest rates have been elevated due to central banks’ efforts to manage inflation through monetary policy. Financial markets and the banking industry are affected by economic growth and its sustainability.
For example, in recent years, interest rates have varied substantially due to central banks’ responses to changing macroeconomic conditions. Financial markets and the banking industry are affected by economic growth and its sustainability.
Our use of third-party service provider provided historical loss data in the calculation of our CECL provision may not approximate our own historical loss data.
Historical loss data we use from a third-party service provider may not approximate our own historical loss experience.
Such conduct could fall short of our customers' and the public's heightened expectations of financial institutions with rigorous privacy, data protection, data security and compliance practices, and could further harm our reputation.
Such conduct could fall short of our customers' and the public's heightened expectations of financial institutions with rigorous privacy, data protection, data security and compliance practices, and could further harm our reputation. In addition, there has been an increased focus by investors and other stakeholders on topics related to corporate policies and approaches regarding sustainability and other issues.
Generally, these alternative sources of financing may not be as stable as other types of deposits, or may be associated with higher levels of risk.
Brokered deposits or other sources of financing, such as FHLB borrowings and repurchase agreements have historically been, and may in the future be, available only at higher financing costs. Generally, these alternative sources of financing may not be as stable as other types of deposits, or may be associated with higher levels of risk.
In light of macroeconomic factors, human capital management risks are an important component of the Company’s assessment of risk and its enterprise risk management system. Our ability to retain and grow loans, deposits and fee income depends upon the business generation capabilities, reputation and relationship management skills of our bankers.
In light of macroeconomic factors, human capital management risks are an important component of the Company’s assessment of risk and its enterprise risk management system.
Accordingly, such potential federal government actions could lead to increases in past due loans, nonperforming loans, credit loss reserves and charge-offs and a decline in liquidity. 26 Table o f Contents We rely upon independent appraisals to determine the value of the real estate that secures a significant portion of our loans, and the values indicated by such appraisals may not be realizable if we are forced to foreclose upon such loans.
We rely upon independent appraisals to determine the value of the real estate that secures a significant portion of our loans, and the values indicated by such appraisals may not be realizable if we are forced to foreclose upon such loans. A significant portion of our loan portfolio consists of loans secured by real estate.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs described below, we have risk management and governance practices and processes designed to address these risks. The Company has established an enterprise risk management framework that outlines the processes and procedures the Company uses to identify, assess, mitigate and monitor the risks faced by the Company, including cybersecurity risk.
Biggest changeEagle Bancorp, Inc 2025 Form 10-K 33 Table of Contents Cybersecurity The Company has established an enterprise risk management framework that outlines the processes and procedures the Company uses to identify, assess, mitigate and monitor the risks faced by the Company, including cybersecurity risk.
As it pertains to the information security program, the ERMC assesses and monitors information security risks and approves the information security policy on at least an annual basis. Certain instances of non-compliance with the information security policy are escalated to the EMRC, which may further escalate to the TOC as appropriate.
As it pertains to the information security program, the ERMC assesses and monitors information security risks and approves the information security policy on at least an annual basis. Certain instances of non-compliance with the information security policy are escalated to the ERMC, which may further escalate to the TOC as appropriate.
For example, we utilize third parties to conduct certain security operations and maintain certain information security infrastructure. We have adopted a Third Party Risk Management Policy, which addresses the identification, measurement, monitoring, and management of our third-party service provider relationships, including those related to information security.
For example, we utilize third parties to conduct certain security operations and maintain certain information security infrastructure. We have a Third Party Risk Management Policy, which addresses the identification, measurement, monitoring, and management of our third-party service provider relationships, including those related to information security.
The TOC reviews information security metrics, oversees significant instances of non-compliance with the information security policy and monitors remediation of those instances, and reviews the appointment of the CISO for recommendation to the Board. At the management level, the Enterprise Risk Management Committee (the “ERMC”) is primarily responsible for cybersecurity risk management.
The TOC reviews information security metrics, oversees significant instances of non-compliance with the information security policy and monitors remediation of those instances, and reviews the appointment of the CISO for recommendation to the Board. At the management level, the Enterprise Risk Management Committee ("ERMC") is primarily responsible for cybersecurity risk management.
Once escalated to a committee, the committee is responsible for overseeing related remediation. Our CISO is responsible for the overall administration and execution of the information security program and reports to our Chief Risk Officer (“CRO”).
Once escalated to a committee, the committee is responsible for overseeing related remediation. Our CISO is responsible for the overall administration and execution of the information security program and reports to our Chief Risk Officer ("CRO").
The CISO and CRO report on the information security program, including the status of information security-related key risk indicators, to the TOC and the ERMC. The Information Security Policy is also approved by the TOC on an annual basis. 33 Table o f Contents The Company employs third parties in certain aspects of its information security and cybersecurity risk management.
The CISO and CRO report on the information security program, including the status of information security-related key risk indicators, to the TOC and the ERMC. The Information Security Policy is also approved by the TOC on an annual basis. The Company employs third parties in certain aspects of its information security and cybersecurity risk management.
The Board is responsible for the oversight of cybersecurity risk management, as well as the selection of a Chief Information Security Officer (“CISO”), the management official responsible for administering and executing the information security program. The Board’s Technology Oversight Committee (the “TOC”) assists the Board in its oversight of the information security program.
The Board is responsible for the oversight of cybersecurity risk management, as well as the selection of a Chief Information Security Officer ("CISO"), the management official responsible for administering and executing the information security program. The Board’s Technology Oversight Committee ("TOC") assists the Board in its oversight of the information security program.
To date, we have not incurred any material losses related to cybersecurity incidents. However, the risk management and governance processes described above may not be sufficient to prevent cybersecurity incidents, and we could incur substantial costs and suffer other negative consequences from cybersecurity incidents.
To date, we have not incurred any material losses related to cybersecurity incidents. However, the risk management and governance processes described above may not be sufficient to prevent cybersecurity incidents, and we could incur substantial costs and suffer other negative consequences from cybersecurity incidents. See "Risk Factors" for more information on the cybersecurity risks facing the Company.
Removed
See “Part 1, Item IA. – Risk Factors” for more information on the cybersecurity risks facing the Company.
Added
As described below, we have risk management and governance practices and processes designed to address these risks.
Added
Eagle Bancorp, Inc 2025 Form 10-K 34 Table of Contents Properties

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAdditional information with respect to premises and equipment and leases is presented in Notes 5 and 6 to the Consolidated Financial Statements.
Biggest changeAdditional information with respect to premises and equipment and leases is presented in "Note 5 – Premises and Equipment" and "Note 6 – Leases" to the Consolidated Financial Statements.
As of December 31, 2024, the Company and its subsidiaries operated out of 17 different locations (some of which have multiple leases); which include our principal corporate office, branch offices, lending centers and an operations center in Washington, D.C., Suburban Maryland and Northern Virginia metropolitan areas.
As of December 31, 2025, the Company and its subsidiaries operated out of 17 different locations (some of which have multiple leases); which include our principal corporate office, branch offices, lending centers and an operations center in Washington, D.C., Suburban Maryland and Northern Virginia metropolitan areas.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS As disclosed in Note 20 to the Consolidated Financial Statements, the Company and its subsidiaries are involved in various legal proceedings incidental to their business in the ordinary course, and the disclosure set forth in Note 20 relating to certain legal matters is incorporated herein by reference.
Biggest changeLEGAL PROCEEDINGS As disclosed in "Note 19 – Commitments and Contingent Liabilities" to the Consolidated Financial Statements, the Company and its subsidiaries are involved in various legal proceedings incidental to their business in the ordinary course, and the disclosure set forth in "Note 19 – Commitments and Contingent Liabilities" relating to certain legal matters is incorporated herein by reference.
Added
As disclosed in “Note 19 – Commitments and Contingent Liabilities” and “Note 25 - Subsequent Events”, subsequent to the Company’s issuance of its earnings release on January 21, 2026, the Company accrued a provision in the amount of $10 million relating to the investigation by the U.S. Attorney’s Office for the Middle District of Pennsylvania referenced in Note 19.
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ITEM 4. MINE SAFETY DISCLOSURES Not applicable. Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeNo assurance can be given that a more active trading market will develop or can be maintained. As of February 10, 2025, there were 30,204,202 shares of common stock outstanding, held by approximately 469 shareholders of record. Based on the most recent analysis, the Company believes beneficial shareholders number approximately 18,612.
Biggest changeAs of February 9, 2026, there were 30,363,447 shares of common stock outstanding, held by approximately 440 shareholders of record. Based on the most recent analysis, the Company believes beneficial shareholders number is approximately 20,686. As of February 9, 2026, our directors and executive officers own approximately 3% of our outstanding shares of common stock. Dividends.
At December 31, 2024, the Bank could pay dividends to the Company to the extent of its earnings so long as it maintained required capital ratios. The FRB has established requirements with respect to the maintenance of appropriate levels of capital by registered bank holding companies.
As of December 31, 2025, the Bank could pay dividends to the Company to the extent of its earnings so long as it maintained required capital ratios. The FRB has established requirements with respect to the maintenance of appropriate levels of capital by registered bank holding companies.
The following table compares the cumulative total return on a hypothetical investment of $100 in the Company’s common stock from December 31, 2019 through December 31, 2024, with the hypothetical cumulative total return on the Nasdaq Stock Market Index (U.S. Companies), S&P 500 Index and the KBW Regional Banking Index for the comparable period, including reinvestment of dividends.
The following table compares the cumulative total return on a hypothetical investment of $100 in the Company’s common stock from December 31, 2020 through December 31, 2025, with the hypothetical cumulative total return on the Nasdaq Stock Market Index (U.S. Companies), S&P 500 Index and the KBW Regional Banking Index for the comparable period, including reinvestment of dividends.
The Company did not repurchase any shares of its common stock during the year ended December 31, 2024. See Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for “Securities Authorized for Issuance Under Equity Compensation Plans.” Stock Price Performance.
The Company did not repurchase any shares of its common stock during the year ended December 31, 2025. See Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for "Securities Authorized for Issuance Under Equity Compensation Plans." Stock Price Performance.
The KBW Regional Banking Index seeks to reflect the performance of publicly traded companies that do business as regional banks or thrifts listed on all U.S. stock markets. 35 Table o f Contents Eagle Bancorp, Inc.
The KBW Regional Banking Index seeks to reflect the performance of publicly traded companies that do business as regional banks or thrifts listed on all U.S. stock markets. Eagle Bancorp, Inc.
The payment of a cash dividend on common stock will depend largely upon the ability of the Bank, the Company’s principal operating business, to declare and pay dividends to the Company.
Beginning in January 2025, the Company commenced declaring dividends at the time of the quarterly earnings release; previously, it declared dividends at the end of the quarter. The payment of a cash dividend on common stock will depend largely upon the ability of the Bank, the Company’s principal operating business, to declare and pay dividends to the Company.
State and federal bank regulatory agencies also have authority to prohibit a bank from paying dividends if such payment is deemed to be an unsafe or unsound practice, and the Federal Reserve Board has the same authority over bank holding companies.
State and federal bank regulatory Eagle Bancorp, Inc 2025 Form 10-K 35 Table of Contents Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities agencies also have authority to prohibit a bank from paying dividends if such payment is deemed to be an unsafe or unsound practice, and the Federal Reserve Board has the same authority over bank holding companies.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF COMMON EQUITY Market for Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF COMMON EQUITY Market for Common Stock. The Company’s common stock is listed for trading on the Nasdaq Capital Market under the symbol "EGBN".
As of February 10, 2025, our directors and executive officers own approximately 3% of our outstanding shares of common stock. Dividends. The Company pays a regular quarterly cash dividend. In 2024, the Company declared three cash dividends with an aggregate value of $1.07 per share, or $32.1 million.
The Company pays a regular quarterly cash dividend. In 2025, the Company declared four cash dividends with an aggregate value of $0.505 per share, or 15.3 million.
The quarterly cash dividend amount was recalibrated to $0.165 in the third quarter of 2024 to reflect the company’s growth plans. Beginning in January 2025, the Company commenced declaring dividends at the time of the quarterly earnings release; previously, it declared dividends at the end of the quarter.
The quarterly cash dividend amount was reduced to $0.165 in the third quarter of 2024 to reflect the company’s growth plans and was reduced further to $0.01 in the fourth quarter of 2025 to preserve capital as the Company addresses asset quality matters.
The Company’s common stock is listed for trading on the Nasdaq Capital Market under the symbol “EGBN.” During the year ended December 31, 2024, the average daily trading volume amounted to approximately 310,723 shares, an increase from approximately 302,118 shares during the year ended December 31, 2023.
During the year ended December 31, 2025, the average daily trading volume amounted to approximately 433,781 shares, an increase from approximately 310,723 shares during the year ended December 31, 2024. No assurance can be given that a more active trading market will develop or can be maintained.
Years Ended December 31, 2019 2020 2021 2022 2023 2024 Eagle Bancorp, Inc. $100.00 $87.21 $126.02 $98.41 $71.86 $66.17 Nasdaq Composite Index 100.00 144.92 177.06 119.45 172.77 223.866 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 KBW Nasdaq Regional Banking Index 100.00 91.29 124.74 116.10 115.64 130.904
Years Ended December 31, 2020 2021 2022 2023 2024 2025 Eagle Bancorp, Inc. $100.00 $144.50 $113.19 $81.28 $74.90 $63.24 Nasdaq Composite Index 100.00 122.18 82.42 119.22 154.48 187.13 S&P 500 Index 100.00 128.71 105.40 133.11 166.41 196.17 KBW Nasdaq Regional Banking Index 100.00 136.64 127.18 126.67 143.39 152.71

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

199 edited+98 added−122 removed73 unchanged
Biggest change(dollars in thousands) December 31, 2024 December 31, 2023 Consolidated Balance Sheets: Securities - available for sale $ 1,267,404 $ 1,506,388 Securities - held to maturity 938,647 1,015,737 Loans 7,934,888 7,968,695 Allowance for credit losses (114,390) (85,940) Goodwill and intangible assets, net 16 104,925 Total assets 11,129,508 11,664,538 Deposits 9,131,078 8,808,039 Other short-term borrowings 490,000 1,369,918 Long-term borrowings 76,108 — Total liabilities 9,903,447 10,390,255 Total shareholders’ equity 1,226,061 1,274,283 Tangible common equity (1) 1,226,045 1,169,358 Years Ended December 31, (dollars in thousands except per share data) 2024 2023 2022 Consolidated Statements of Operations: Interest income $ 687,563 $ 625,327 $ 424,613 Interest expense 398,875 334,781 91,746 Provision for credit losses 66,360 31,536 266 Noninterest income 19,939 21,536 23,654 Goodwill impairment 104,168 — — Noninterest expense (including goodwill impairment) 274,634 153,293 165,098 Income (loss) before income tax expense (30,240) 127,520 189,680 Income tax expense 16,795 26,986 48,750 Net income (loss) (47,035) 100,534 140,930 Cash dividends declared 32,117 54,293 55,776 Total net revenue (2) 308,627 312,082 356,521 Per Common Share Data: Net income (loss), basic $ (1.56) $ 3.31 $ 4.40 Net income (loss), diluted (1.56) 3.31 4.39 Dividends declared 1.07 1.80 1.75 Book value 40.60 42.58 39.18 Tangible book value (3) 40.59 39.08 35.86 Common shares outstanding 30,202,003 29,925,612 31,346,903 Weighted average common shares outstanding, basic 30,157,051 30,345,504 32,004,251 Weighted average common shares outstanding, diluted 30,157,051 30,393,100 32,078,070 41 Table o f Contents Years Ended December 31, 2024 2023 2022 Ratios: Net interest margin 2.37 % 2.53 % 2.93 % Efficiency ratio (4) 88.99 % 49.12 % 46.31 % Return on average assets (0.38) % 0.84 % 1.20 % Return on average common equity (3.77) % 8.11 % 10.99 % Return on average tangible common equity (1) (3.93) % 8.85 % 11.97 % CET1 capital (to risk weighted assets) 14.63 % 13.90 % 14.03 % Total capital (to risk weighted assets) 15.86 % 14.79 % 14.94 % Tier 1 capital (to risk weighted assets) 14.63 % 13.90 % 14.03 % Tier 1 capital (to average assets) 10.74 % 10.73 % 11.63 % Tangible common equity ratio 11.02 % 10.12 % 10.18 % Dividend payout ratio (68.28) % 54.00 % 39.58 % (dollars in thousands) December 31, 2024 December 31, 2023 Asset Quality: Nonperforming assets and loans 90+ past due $ 211,449 $ 66,632 Nonperforming assets and loans 90+ past due to total assets 1.90 % 0.57 % Nonperforming loans to total loans 2.63 % 0.82 % Allowance for credit losses to loans 1.44 % 1.08 % Allowance for credit losses to nonperforming loans 54.81 % 131.16 % Years Ended December 31, (dollars in thousands) 2024 2023 2022 Asset Quality Activity: Net charge-offs $ 38,555 $ 18,850 $ 624 Net charge-offs to average loans 0.48 % 0.24 % 0.01 % (1) Tangible common equity and return on average tangible common equity are non-GAAP financial measures.
Biggest changeAs of December 31, (dollars in thousands) 2025 2024 Consolidated Balance Sheets: Securities - available-for-sale $ 976,770 $ 1,267,404 Securities - held-to-maturity 854,780 938,647 Loans held for sale 90,650 — Loans held for investment 7,280,459 7,934,888 Allowance for credit losses (159,604) (114,390) Total assets 10,497,203 11,129,508 Deposits 9,133,606 9,131,078 Other short-term borrowings — 490,000 Long-term borrowings 76,428 76,108 Total liabilities 9,365,920 9,903,447 Total shareholders’ equity 1,131,283 1,226,061 For the Year Ended December 31, (dollars in thousands except per share data) 2025 2024 2023 Consolidated Statements of Operations: Interest income $ 604,482 $ 687,563 $ 625,327 Interest expense 334,595 398,875 334,781 Provision for credit losses 293,097 66,360 31,536 Noninterest income 29,308 19,939 21,536 Goodwill impairment — 104,168 — Noninterest expense (including goodwill impairment) 200,655 274,634 153,293 Income (loss) before income tax expense (196,184) (30,240) 127,520 Income tax expense (58,132) 16,795 26,986 Net income (loss) (138,052) (47,035) 100,534 Cash dividends declared 15,314 32,117 54,293 Total net revenue (1) 299,195 308,627 312,082 Per Common Share Data: Net income (loss), basic $ (4.55) $ (1.56) $ 3.31 Net income (loss), diluted (4.55) (1.56) 3.31 Dividends declared 0.505 1.07 1.80 Book value 37.26 40.60 42.58 Common shares outstanding 30,359,632 30,202,003 29,925,612 Weighted average common shares outstanding, basic 30,347,121 30,157,051 30,345,504 Weighted average common shares outstanding, diluted 30,347,121 30,157,051 30,393,100 Eagle Bancorp, Inc 2025 Form 10-K 41 Table of Contents Management's Discussion and Analysis | Selected Financial Data For the Year Ended December 31, 2025 2024 2023 Ratios: Net interest margin 2.37 % 2.37 % 2.53 % Efficiency ratio (2) 67.06 % 88.99 % 49.12 % Return on average assets (1.16) % (0.38) % 0.84 % Return on average common equity (11.47) % (3.77) % 8.11 % CET1 capital (to risk weighted assets) 13.07 % 14.63 % 13.90 % Total capital (to risk weighted assets) 14.33 % 15.86 % 14.79 % Tier 1 capital (to risk weighted assets) 13.07 % 14.63 % 13.90 % Tier 1 capital (to average assets) 9.72 % 10.74 % 10.73 % Dividend payout ratio (11.09) % (68.28) % 54.00 % As of December 31, (dollars in thousands) 2025 2024 Asset Quality: Nonperforming assets and loans 90+ past due (3) $ 108,956 $ 211,449 Nonperforming assets and loans 90+ past due to total assets 1.04 % 1.90 % Nonperforming loans to total loans 1.47 % 2.63 % Allowance for credit losses to loans 2.19 % 1.44 % Allowance for credit losses to nonperforming loans 149.31 % 54.81 % For the Year Ended December 31, (dollars in thousands) 2025 2024 2023 Asset Quality Activity: Net charge-offs $ 248,178 $ 38,555 $ 18,850 Net charge-offs to average loans 3.22 % 0.48 % 0.24 % (1) Total net revenue calculated as net interest income plus noninterest income.
The deposit base includes transaction accounts, time and savings accounts and accounts which customers use for cash management and which provide the Bank with a source of fee income and cross-marketing opportunities, as well as an attractive source of lower cost funds.
The deposit base includes transaction accounts, time and savings accounts and accounts which customers use for cash management which provide the Bank with a source of fee income and cross-marketing opportunities, as well as an attractive source of lower cost funds.
Pursuant to the Registration Rights Agreement, the Company filed an exchange offer registration statement with the SEC to exchange the Senior Notes for substantially identical notes registered under the Securities Act (the "Exchange Notes").
Pursuant to the Registration Rights Agreement, the Company filed an exchange offer registration statement with the SEC to exchange the Senior Notes for substantially identical notes registered under the Securities Act ("Exchange Notes").
Loan monitoring practices include but are not limited to periodic stress testing analysis to evaluate changes to cash flows, owing to interest rate increases and declines in net operating income.
Loan monitoring practices include but are not limited to periodic stress testing analysis to evaluate changes to cash flows, owing to interest rate increases and declines in net operating income.
Management strives to identify borrowers in financial difficulty early and work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status, foreclosure or repossession of the collateral to minimize economic loss to the Company. Commercial and consumer loans modified are closely monitored for delinquency as an early indicator of possible future default.
Management strives to identify borrowers in financial difficulty early and may work with them to modify their loan to more affordable terms before their loan reaches nonaccrual status, foreclosure or repossession of the collateral to minimize economic loss to the Company. Commercial and consumer loans modified are closely monitored for delinquency as an early indicator of possible future default.
In particular, the Company individually evaluates loans on nonaccrual, though it may individually evaluate other loans or groups of loans as well if it determines they no longer share similar risk with their assigned segment. Reserves on individually assessed loans are determined by one of two methods: the fair value of collateral or the discounted cash flow.
In particular, the Company individually evaluates loans on nonaccrual status, though it may individually evaluate other loans or groups of loans as well if it determines they no longer share similar risk with their assigned segment. Reserves on individually assessed loans are determined by one of two methods: the fair value of collateral or the discounted cash flow.
However, to the extent that the condition or reputation of the Company or Bank deteriorates, or to the extent that there are significant changes in market interest rates which the Company and Bank do not elect to match, or if aggregate funding available to banks change due to changes in the marketplace, we may experience an outflow of brokered deposits or difficulty with obtaining them in the future.
However, to the extent that the condition or reputation of the Company or Bank deteriorates, or to the extent that there are significant changes in market interest rates which the Company and Bank do not elect to match, or if aggregate funding available to banks changes due to changes in the marketplace, we may experience an outflow of brokered deposits or difficulty with obtaining them in the future.
The Company uses regression analysis of historical internal and peer data provided by a third-party service provider (as Company loss data is insufficient) to determine suitable loss drivers to utilize when modeling lifetime PD and LGD. This analysis also determines how expected PD will react to forecasted levels of the loss drivers.
The Company uses regression analysis of historical internal and peer data provided by a third-party service provider (as Company loss data alone is insufficient) to determine suitable loss drivers to utilize when modeling lifetime PD and LGD. This analysis also determines how expected PD will react to forecasted levels of the loss drivers.
There is, however, a risk that the cost of funds will increase significantly as the Bank competes for deposits or that some deposits would be lost if rates were to increase and the Bank elected not to remain competitive with its deposit rates.
There is a risk that the cost of funds will increase significantly as the Bank competes for deposits or that some deposits would be lost if rates were to increase and the Bank elected not to remain competitive with its deposit rates.
As noted above, a significant portion of the loan portfolio consists of commercial, construction and commercial real estate loans, primarily made in the Washington, D.C. metropolitan area and is secured by real estate or other collateral in that market.
As noted above, a significant portion of the loan portfolio consists of commercial, construction and commercial real estate loans, primarily in the Washington, D.C. metropolitan area and is secured by real estate or other collateral in that market.
Pursuant to the supervisory criteria contained in the guidance for identifying institutions with a potential commercial real estate concentration risk, institutions which have (1) total reported loans for construction, land development and other land acquisitions which represent 100% or more of an institution’s total risk-based capital; or (2) total commercial real estate loans representing 300% or more of the institution’s total risk-based capital and the institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months are identified as having potential commercial real estate concentration risk.
Pursuant to the supervisory criteria contained in the guidance for identifying institutions with a potential commercial real estate concentration risk, institutions which have total reported loans for construction, land development and other land acquisitions which represent 100% or more of an institution’s total risk-based capital; or total commercial real estate loans representing 300% or more of the institution’s total risk-based capital; or the institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months are identified as having potential commercial real estate concentration risk.
The yield curve steepened in 2024 as short-term rates decreased due to Federal Reserve rate cuts while long-term rates increased compared to 2023. We believe the Company’s primary market, the Washington, D.C. metropolitan area, continues to exhibit resilience relative to other parts of the country despite the volatility in the current economic environment.
The yield curve steepened in 2025 as short-term rates decreased due to Federal Reserve rate cuts while long-term rates increased compared to 2024. We believe the Company’s primary market, the Washington, D.C. metropolitan area, continues to exhibit resilience relative to other parts of the country despite the volatility in the current economic environment.
The information contained in this section should be read together with the December 31, 2024 audited Consolidated Financial Statements and the accompanying Notes included in Item 8 Financial Statements And Supplementary Data of this Form 10-K. This section of this Form 10-K generally discusses 2024 items and year-to-year comparisons between 2024 and 2023.
The information contained in this section should be read together with the December 31, 2025 audited Consolidated Financial Statements and the accompanying Notes included in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K. This section of this Form 10-K generally discusses 2025 items and year-to-year comparisons between 2025 and 2024.
Should the Bank elect to exercise its right to terminate the George Mason contract, its contractual obligation would decrease by $3.6 million for the option period (years 16-20). (5) Low Income Housing Tax Credits (“LIHTC”) expected payments for unfunded affordable housing commitments.
Should the Bank elect to exercise its right to terminate the George Mason contract, its contractual obligation would decrease by $3.6 million for the option period (years 16-20). (5) Low Income Housing Tax Credits ("LIHTC") expected payments for unfunded affordable housing commitments.
The Bank’s primary sources of liquidity consist of cash and cash balances due from correspondent banks, excess reserves at the Federal Reserve, loan repayments, federal funds sold and other short-term investments, maturities and sales of investment securities, income from operations and new core deposits into the Bank.
The Bank’s primary sources of liquidity consist of cash and cash balances due from correspondent banks, excess reserves at the Federal Reserve, loan repayments and other short-term investments, maturities and sales of investment securities, income from operations and new core deposits into the Bank.
The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward looking statements: • Changes in the general economic, political, social and health conditions, including the macroeconomic and other challenges and uncertainties resulting from the effects of pandemics and natural disasters; • The timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; • The willingness of customers to substitute competitors’ products and services for our products and services; • Our management of liquidity risks in our operations, including, but not limited to, risks related to customer deposits, deposits in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance coverage limits, access to capital markets and securities and market values; • The effect of acquisitions we may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions; • Our management of risks inherent in our real estate loan portfolio, and the risk of a prolonged downturn in the real estate market, which could impair the value of, and our ability to sell, properties which stand as collateral for loans we make; • The growth and profitability of noninterest or fee income being less than expected; • Changes in the level of our nonperforming assets and charge-offs; • Changes in consumer spending and savings habits; • The impact of climate change or government action and societal responses to climate change; • Difficulty recruiting or retaining successful bankers, executive officers or other key personnel; • Changing bank regulatory conditions, policies or programs, whether arising as new legislation or regulatory initiatives, that could lead to restrictions on activities of banks generally, or our subsidiary bank in particular, more restrictive regulatory capital requirements, increased costs, including deposit insurance premiums, regulation or prohibition of certain income producing activities or changes in the secondary market for loans and other products; 37 Table o f Contents • The impact of changes in financial services policies, laws and regulations, including laws, regulations and policies concerning taxes, banking, securities and insurance and the application thereof by regulatory bodies; • The effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System ("Federal Reserve Board," "Federal Reserve" or "FRB"), inflation, interest rate, market and monetary fluctuations; • Results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our allowance for credit losses, to write-down assets, to hold more capital or to incur costs to remediate supervisory findings; • The effects or impact of any litigation, governmental investigations and proceedings, including enforcement proceedings and any possibly resulting fines, judgments, expenses or restrictions on our business activities; • Unanticipated regulatory or judicial proceedings; • The effect of changes in accounting policies and practices, as may be adopted from time-to-time by bank regulatory agencies, the SEC, the Public Company Accounting Oversight Board ("PCAOB") or the Financial Accounting Standards Board ("FASB"); • Cybersecurity breaches, threats, and cyber-fraud that cause the Bank to sustain financial losses; • Technological and social media changes; • Our management of risks inherent in the use of statistical and quantitative data and modeling; • The strength of the United States economy, in general, and the strength of the local economies in which we conduct operations; • Changes in trade, immigration, fiscal and monetary policies; • Political uncertainty in the United States and its effects on the economy of the Washington, D.C. metropolitan area; • Geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; and • The factors discussed under the caption “Risk Factors” in this report.
The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward looking statements: • Changes in the general economic, political, social and health conditions, including the macroeconomic and other challenges and uncertainties resulting from the effects of pandemics and natural disasters; • The timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; • The willingness of customers to substitute competitors’ products and services for our products and services; • Our management of liquidity risks in our operations, including, but not limited to, risks related to customer deposits, deposits in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance coverage limits, access to capital markets and securities and market values; • The effect of acquisitions we may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions; • Our management of risks inherent in our real estate loan portfolio, and the risk of a prolonged downturn in the real estate market, which could impair the value of, and our ability to sell, properties which stand as collateral for loans we make; • The growth and profitability of noninterest or fee income being less than expected; • Changes in the level of our nonperforming assets and charge-offs; • Changes in consumer spending and savings habits; • The impact of climate change or government action and societal responses to climate change; • Difficulty recruiting or retaining successful bankers, executive officers or other key personnel; • Changing bank regulatory conditions, policies or programs, whether arising as new legislation or regulatory initiatives, that could lead to restrictions on activities of banks generally, or our subsidiary bank in particular, Eagle Bancorp, Inc 2025 Form 10-K 37 Table of Contents Management's Discussion and Analysis more restrictive regulatory capital requirements, increased costs, including deposit insurance premiums, regulation or prohibition of certain income producing activities or changes in the secondary market for loans and other products; • The impact of changes in financial services policies, laws and regulations, including laws, regulations and policies concerning taxes, banking, securities and insurance and the application thereof by regulatory bodies; • The effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System ("Federal Reserve Board," "Federal Reserve" or "FRB"), inflation, interest rate, market and monetary fluctuations; • Results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our allowance for credit losses, to write-down assets, to hold more capital or to incur costs to remediate supervisory findings; • The effects or impact of any litigation, governmental investigations and proceedings, including enforcement proceedings and any possibly resulting fines, judgments, expenses or restrictions on our business activities; • Unanticipated regulatory or judicial proceedings; • The effect of changes in accounting policies and practices, as may be adopted from time-to-time by bank regulatory agencies, the SEC, the Public Company Accounting Oversight Board ("PCAOB") or the Financial Accounting Standards Board ("FASB"); • Cybersecurity breaches, threats, and cyber-fraud that cause the Bank to sustain financial losses; • Technological and social media changes; • Our management of risks inherent in the use of statistical and quantitative data and modeling; • The strength of the United States economy, in general, and the strength of the local economies in which we conduct operations; • Changes in trade, immigration, fiscal and monetary policies; • Political uncertainty in the United States, changes in government spending and workforce and their effects on the economy of the Washington, D.C. metropolitan area; • Geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; and • The factors discussed under the caption "Risk Factors" in this report.
The amount of the ACL on loans is based on management's assessment of current expected credit losses in the portfolio.
The amount of the ACL on loans is based on management's assessment of current expected credit losses ("CECL") in the portfolio.
Following origination, we continue to monitor our borrowers' business plans and assess primary and alternative sources for loan repayment and, if necessary, obtain collateral to mitigate credit loss in the event of default.
Following origination, we continue to monitor our borrowers' business plans and assess primary and alternative sources for loan repayment and, if necessary, obtain collateral or additional collateral to mitigate credit loss in the event of default.
Generally, the Company would obtain updated appraisals or evaluations where it has reason to believe, based upon market indications (such as comparable sales, a scenario in which the Company is considering legitimate offers below carrying value, broker indications and similar factors), that the current appraisal does not accurately reflect current value.
Generally, the Company obtains updated appraisals or evaluations where it has reason to believe, based upon market indications (such as comparable sales, a scenario in which the Company is considering legitimate offers below carrying value, broker indications and similar factors), that the current appraisal does not accurately reflect current value.
The prompt corrective action regulations provide five categories, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If a bank is adequately capitalized, regulatory approval is required to, among other things, accept, renew or roll-over brokered deposits.
The Prompt Corrective Action ("PCA") regulations provide five categories, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized; however, these terms are not used to represent overall financial condition. If a bank is adequately capitalized, regulatory approval is required to, among other things, accept, renew or roll-over brokered deposits.
At December 31, 2024, the capital position of the Company and its wholly owned subsidiary, the Bank, continue to exceed regulatory requirements and well-capitalized guidelines. The primary indicators relied on by bank regulators in measuring the capital position are four ratios as follows: Tier 1 risk-based capital ratio, Total risk-based capital ratio, the Leverage ratio and the CET1 ratio.
As of December 31, 2025, the capital position of the Company and its wholly owned subsidiary, the Bank, continue to exceed regulatory requirements and well-capitalized guidelines. The primary indicators relied on by bank regulators in measuring the capital position are four ratios as follows: Tier 1 risk-based capital ratio, Total risk-based capital ratio, the Leverage ratio and the CET1 ratio.
If a bank is undercapitalized, capital distributions and growth and expansion are limited, and plans for capital restoration are required. If a bank is not well-capitalized, interest rate restrictions apply. The FRB and the FDIC have adopted the Basel III Rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks.
If a bank is undercapitalized, capital distributions and growth and expansion are limited, and plans for capital restoration are required. If a bank is not well-capitalized, interest rate restrictions paid on deposits may apply. The FRB and the FDIC have adopted the Basel III Rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks.
IMPACT OF INFLATION AND CHANGING PRICES The Consolidated Financial Statements and Notes thereto have been prepared in accordance with GAAP in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation.
Impact of Inflation and Changing Prices The Consolidated Financial Statements and Notes thereto have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation.
These sources are believed by the Company to represent a reliable and cost efficient alternative funding source for the Bank, but there can be no assurance that they will continue to be adequate or appropriate to meet our liquidity needs. The Bank also is able to obtain one way CDARS deposits and participates in IntraFi’s Insured Network Deposit Program, (“IND”).
These sources are believed by the Company to represent a reliable and cost efficient alternative funding source for the Bank, but there can be no assurance that they will continue to be adequate or appropriate to meet our liquidity needs. The Bank also is able to receive one way CDARS deposits and participates in IntraFi’s Insured Network Deposit Program ("IND").
We believe superior customer service, local decision making and accelerated turnaround time from application to closing have been significant factors in growing the loan portfolio and meeting the lending needs in the markets served, while maintaining sound asset quality.
We believe superior customer service, local decision making and accelerated turnaround time from application to closing are significant factors in growing the loan portfolio and meeting the lending needs in the markets served, while maintaining sound asset quality.
In connection with the issuance of the 2029 Senior Notes, the Company also entered into a registration rights agreement dated September 30, 2024 with the purchasers of the 2029 Senior Notes (the “Registration Rights Agreement”).
In connection with the issuance of the 2029 Senior Notes, the Company also entered into a registration rights agreement dated September 30, 2024 with the purchasers of the 2029 Senior Notes ("Registration Rights Agreement").
Tier 1 capital consists of common and qualifying preferred shareholders’ equity less goodwill and other intangibles. Total risk-based capital consists of Tier 1 capital, plus qualifying subordinated debt and the qualifying portion of the ACL. Risk-based capital ratios are calculated with reference to risk-weighted assets, which are prescribed by regulation.
Tier 1 capital consists of common and qualifying preferred shareholders’ equity less goodwill and other intangibles. Total risk-based capital consists of Tier 1 capital and the qualifying portion of the ACL. Risk-based capital ratios are calculated with reference to risk-weighted assets, which are prescribed by regulation.
We have omitted discussion of the earliest of the three years covered by our consolidated financial statements presented in this report as that disclosure is included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission ("SEC") on February 29, 2024.
We have omitted discussion of the earliest of the three years covered by our consolidated financial statements presented in this report as that disclosure is included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission ("SEC") on February 27, 2025.
Under those conditions, the Bank believes that it is well positioned to use other sources of funds such as FHLB borrowings, brokered deposits, repurchase agreements and correspondent banks’ lines of credit to offset a decline in deposits in the short run, but the use of such sources may negatively impact our net interest margin and our earnings.
Under those conditions, the Bank believes that it is well positioned to use other sources of funds such as FHLB borrowings, brokered deposits, repurchase agreements and federal funds lines of credit to offset a decline in deposits in the short run, but the use of such sources may negatively impact net interest margin and earnings.
Nevertheless, as our commercial real estate concentration fluctuates each quarter, we may be required to maintain higher levels of capital as a result of our commercial real estate concentrations, which could require us to obtain additional capital and may adversely affect shareholder returns.
Nevertheless, as our commercial real estate concentration fluctuates each quarter, we may be required to maintain higher levels of capital, which could require us to obtain additional capital and may adversely affect shareholder returns.
The ten largest depositors not associated with brokered pass-through relationships represented approximately 23% of total deposits in the aggregate as of December 31, 2024. The Company maintains a significant deposit relationship with a third-party payments processor, whose business results in deposit inflows and outflows on an ongoing basis, which contributes to variations in period end compared to average deposit balances.
The ten largest depositors not associated with brokered pass-through relationships represented approximately 18% of total deposits as of December 31, 2025. The Company maintains a significant deposit relationship with a third-party payments processor, whose business results in deposit inflows and outflows on an ongoing basis, which contributes to variations in period end balances compared to average deposit balances.
Construction, land and land development loans represented 122.6% of consolidated risk based capital. Management has extensive experience in commercial real estate lending and has implemented and continues to maintain risk management procedures and underwriting criteria with respect to its commercial real estate portfolio designed to address the risks inherent in that asset class.
Construction, land and land development loans represented 92.1% of consolidated risk based capital. Management has extensive experience in commercial real estate lending and has implemented and continues to maintain risk management procedures and underwriting criteria with respect to its commercial real estate portfolio designed to address the risks inherent in that asset class.
Relevant factors reflected in the qualitative component of the reserve include, but are not limited to, concentrations of credit risk, changes in underwriting standards, experience and depth of lending staff and trends in delinquencies. Management has developed an analytical process to monitor the adequacy of the ACL.
Relevant factors reflected in the qualitative component of the reserve include, but are not limited to, concentrations of credit risk, appraisal risk from volatility in the market, changes in underwriting standards, experience and depth of lending staff and trends in delinquencies. Management has developed an analytical process to monitor the adequacy of the ACL.
The Company seeks to manage the risks relating to commercial real estate and its capital adequacy through the development and implementation of its Capital Policy and Capital Plan, the preparation of pro-forma projections including stress testing and the development of internal minimum targets for regulatory capital ratios that are subject to approval by the Board and in excess of well capitalized ratios (as defined in the section “Regulation” above).
The Company seeks to manage the risks relating to commercial real estate and its capital adequacy through the development and implementation of its Capital Policy and Capital Plan, the preparation of pro-forma projections including stress testing and the development of internal minimum targets for regulatory capital ratios that are subject to approval by the Board and in excess of well capitalized ratios.
The decrease in noninterest bearing demand deposits was offset by the increase in time deposits during the year ended December 31, 2024, due to continued elevated interest rates in 2024. Average noninterest bearing deposits over total deposits for years ended December 31, 2024 and 2023 were 21% and 28%, respectively.
The decrease in noninterest bearing demand deposits was offset by the increase in time deposits during the year ended December 31, 2025, due to continued elevated interest rates in 2025. Average noninterest bearing deposits over total deposits for years ended December 31, 2025 and December 31, 2024 were 19% and 21%, respectively.
It is anticipated that, except for periodic testing, this facility would be utilized for contingency funding 68 Table o f Contents only. There can be no assurance, however, that these alternative sources of liquidity will continue to be available or will be sufficient to meet our ongoing liquidity needs.
It is anticipated that, except for periodic testing, this facility would be utilized for contingency funding only. There can be no assurance, however, that these alternative sources of liquidity will continue to be available or will be sufficient to meet our ongoing liquidity needs.
To meet funding needs during periods of high loan demand and seasonal variations in core deposits, the Bank regularly utilizes alternative funding sources such as secured borrowings from the FHLB, federal funds purchased lines of credit from correspondent banks and brokered deposits from regional and national brokerage firms.
To meet funding needs during periods of high loan demand and seasonal variations in core deposits, the Bank utilizes alternative funding sources such as brokered deposits, secured borrowings from the FHLB, and federal funds purchased lines of credit from correspondent banks.
Included in nonperforming assets at December 31, 2024 is OREO of $2.7 million, consisting of five foreclosed properties, compared to OREO of $1.1 million, consisting of three foreclosed properties at December 31, 2023. OREO properties are carried at the lower of cost or at fair value less estimated costs to sell.
Included in nonperforming assets as of December 31, 2025 was OREO of $2.1 million, consisting of three foreclosed properties, compared to OREO of $2.7 million, consisting of five foreclosed properties as of December 31, 2024. OREO properties are carried at the lower of cost or at fair value less estimated costs to sell.
The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset. Generally, all appraisals associated with individually assessed loans are updated on a not less than annual basis.
The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset. Generally, collateral valuations associated with individually assessed loans are updated on not less than an annual basis.
When repayment is expected to be from 60 Table o f Contents the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell.
When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company’s Form 10-K for the fiscal year ended December 31, 2024.
The total of reciprocal deposits at December 31, 2024 was $1.4 billion (16% of total deposits) as compared to $1.7 billion (19% of total deposits) at December 31, 2023.
The total of reciprocal deposits as of December 31, 2025 was $1.7 billion (19% of total deposits) as compared to $1.4 billion (16% of total deposits) as of December 31, 2024.
The Bank has a large portion of its loan portfolio related to real estate, with 83% consisting of commercial real estate and real estate construction loans as of December 31, 2024.
The Bank has a large portion of its loan portfolio related to real estate, with 80% consisting of commercial real estate and real estate construction loans as of December 31, 2025.
You can reference the discussion and analysis of our results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2023 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” within that report. Caution About Forward Looking Statements . This report contains forward looking statements.
You can reference the discussion and analysis of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2024 in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" within that report. Caution About Forward Looking Statements .
Significant variation in the amount of nonperforming loans may occur from period to period because the amount of nonperforming loans depends largely on the condition of a relatively small number of individual credits and borrowers relative to the total loan portfolio. At December 31, 2024, there were $426.4 million of Substandard loans.
Significant variation in the amount of nonperforming loans may occur from period to period because the amount of nonperforming loans depends largely on the condition of a relatively small number of individual credits and borrowers relative to the total loan portfolio. As of December 31, 2025, there were $514.5 million of substandard loans.
(2) Borrowed funds include customer repurchase agreements and other short-term and long-term borrowings. (3) The Bank has outstanding obligations under its current core data processing contract that expires in June 2029. (4) The Bank has the option of terminating the George Mason University ("George Mason") agreement at the end of contract year 15 (that is, effective June 30, 2030).
(2) Borrowed funds represent long-term borrowings. (3) The Bank has outstanding obligations under its current core data processing contract that expires in June 2029. (4) The Bank has the option of terminating the George Mason University ("George Mason") agreement at the end of contract year 15 (effective June 30, 2030).
Deposits sold through the IntraFi One-Way Sale process are not included in the Bank’s deposit totals.The sale of ICS deposits allows the Bank to moderate the fluctuation of deposit balances. As of December 31, 2024, the Bank sold $115.3 million through the IntraFi One-Way Sale network.
Deposits sold through the IntraFi One-Way Sale process are not included in the Bank’s deposit totals. The sale of ICS deposits allows the Bank to moderate the fluctuation of deposit balances. As of December 31, 2025, the Bank sold de minimis deposits through the IntraFi One-Way Sale network.
Management meets regularly in order to monitor its existing CRE loan portfolio and to evaluate the pipeline for CRE loan investment. Income producing CRE loans collateralized by office properties comprised approximately $862.2 million and $949.0 million, or 10.9% and 11.9% of total loans, at December 31, 2024 and December 31, 2023, respectively.
Management meets regularly in order to monitor its existing CRE loan portfolio and to evaluate the pipeline for CRE loan investment. Income producing CRE loans collateralized by office properties comprised approximately $576.1 million and $862.2 million, or 7.9% and 10.9% of total loans, as of December 31, 2025 and December 31, 2024, respectively.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion provides information about the results of operations, financial condition, liquidity, and capital resources of the Company as of the dates and periods indicated.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ("MD&A") The following discussion provides information about the results of operations, financial condition, liquidity, asset quality, and capital resources of the Company as of and for the periods indicated.
The Bank has recourse against the customer for any amount it is required to pay to a third party under a letter of credit, and holds cash and or other collateral on those standby letters of credit for which collateral is deemed necessary. At December 31, 2024, approximately 71% of the dollar amount of standby letters of credit was collateralized.
The Bank has recourse against the customer for any amount it is required to pay to a third party under a letter of credit, and holds cash and or other collateral on those standby letters of credit for which collateral is deemed necessary.
Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services. NEW AUTHORITATIVE ACCOUNTING GUIDANCE Refer to Note 1 to the Consolidated Financial Statements for New Authoritative Accounting Guidance and their expected impact on the Company’s Financial Statements. 71 Table o f Contents
Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services. New Authoritative Accounting Guidance Refer to "Note 1 – Summary of Significant Accounting Policies" for New Authoritative Accounting Guidance and their expected impact on the Company’s Financial Statements.
Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios and may be required to hold higher levels of capital.
Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios and may be required to hold higher levels of capital. The Company, like many community banks, has commercial real estate loans.
Average total deposits for the year ended December 31, 2024 were $9.5 billion, as compared to $8.9 billion for the same period in 2023, a 7% increase. Time deposits were $2.8 billion at December 31, 2024, which was 30% of deposits. This was an increase from $2.2 billion at December 31, 2023, which was 25% of deposits.
Average total deposits for the year ended December 31, 2025 were $10.2 billion, as compared to $9.5 billion for the same period in 2024, a 7% increase. Time deposits were $3.0 billion as of December 31, 2025, which was 33% of deposits. This was an increase from $2.8 billion as of December 31, 2024, which was 31% of deposits.
The Committee makes an assessment of the conditions and circumstances surrounding delinquent and potential problem loans. The Bank’s loan policy requires that loans be placed on nonaccrual if they are 90 days past due or if their collection is deemed to be doubtful, unless they are well secured and in the process of collection.
The Bank’s loan policy requires that loans be placed on nonaccrual if they are 90 days past due or if their collection is deemed to be doubtful, unless they are well secured and in the process of collection.
The Bank had $894.7 million and $786.5 million of IND brokered deposits as of December 31, 2024 and 2023, respectively.
The Bank had $385.7 million and $894.7 million of IND brokered deposits as of December 31, 2025 and December 31, 2024, respectively.
The net interest margin (as compared to net interest spread) includes the effect of noninterest bearing sources in its calculation. Net interest margin is net interest income expressed as a percentage of average earning assets. 46 Table o f Contents Eagle Bancorp, Inc.
The net interest margin (as compared to net interest spread) includes the effect of noninterest-bearing sources in its calculation. Net interest margin is net interest income expressed as a percentage of average earning assets.
At December 31, 2024, the carrying value of these 2029 Senior Notes was $76.1 million which reflected $1.6 million in unamortized deferred financing costs that are being amortized over the life of the 2029 Senior Notes.
As of December 31, 2025 and 2024, the carrying value of these 2029 Senior Notes were $76.4 million and $76.1 million, respectively, which reflected $1.2 million and $1.6 million, respectively, in unamortized deferred financing costs that are being amortized over the life of the 2029 Senior Notes.
The capital levels required to be maintained by the Company and Bank may be impacted as a result of the Bank’s concentrations in commercial real estate loans. See further detail at the “Regulation” and “Risk Factors” sections.
The capital levels required to be maintained by the Company and Bank may be impacted as a result of the Bank’s concentrations in commercial real estate loans.
Refer to the discussion under “Critical Accounting Policies and Estimates” in Management's Discussion and Analysis of Financial Condition and Results of Operations above and in Note 1 to the Consolidated Financial Statements for an overview of the methodology management employs on a quarterly basis to assess the adequacy of the allowance and the provisions charged to expense.
Refer to the discussion under "Critical Accounting Policies and Estimates" above and in "Note 1 – Summary of Significant Accounting Policies" to the Consolidated Financial Statements for an overview of the methodology management employs on a quarterly basis to assess the adequacy of the allowance and the provisions charged to expense.
A full discussion of the accounting for ACL is contained in Note 1 to the Consolidated Financial Statements and activity in the ACL is contained in Note 4 to the Consolidated Financial Statements.
A full discussion of the accounting for ACL is contained in "Note 1 – Summary of Significant Accounting Policies" to the Consolidated Financial Statements and activity in the ACL is contained in "Note 4 – Loans and Allowance for Credit Losses" to the Consolidated Financial Statements.
Demand loans, having no contractual maturity, and overdrafts are reported as due in one year or less.
Loans are shown in the period based on final contractual maturity. Demand loans, having no contractual maturity, and overdrafts are reported as due in one year or less.
At December 31, 2024, the Bank also has custodial agreements with various broker-dealers through IntraFi's IND program which provided $894.7 million of brokered deposits.
As of December 31, 2025, the Bank also has custodial agreements with various broker-dealers through IntraFi's IND program which provided $386.0 million of brokered deposits.
During the three months ended March 31, 2024, management enhanced the cash flow model to incorporate three additional macroeconomic variables.
During 2024, management enhanced the cash flow model to incorporate additional macroeconomic variables.
The Company’s capital ratios were all well in excess of requirements established by the Federal Reserve Board and the Bank’s capital ratios were in excess of those required to be classified as a “well capitalized” institution under the prompt 70 Table o f Contents corrective action provisions of the Federal Deposit Insurance Act.
The Company’s capital ratios were all well in excess of requirements established by the Federal Reserve Board and the Bank’s capital ratios were in excess of those required to be classified as a "well capitalized" institution under the PCA provisions of the Federal Deposit Insurance Act.
The Company seeks to manage the risks relating to commercial real estate and its capital adequacy through the development and implementation of its Capital Policy and Capital Plan, the preparation of pro-forma projections including stress testing and the development of internal minimum targets for regulatory capital ratios that are subject to approval by the Board of Directors (the "Board") and in excess of well capitalized ratio requirements. 55 Table o f Contents The Company monitors industry and collateral concentrations to avoid loan exposures to a large group of similar industries or similar collateral.
The Company seeks to manage the risks relating to commercial real estate and its capital adequacy through the development and implementation of its Capital Policy and Capital Plan, the preparation of pro-forma projections including stress testing and the development of internal minimum targets for regulatory capital ratios that are subject to approval by the Board of Directors (the "Board") and in excess of well capitalized ratio requirements.
Standby letters of credit generally become payable upon the failure of the customer to perform according to the terms of the underlying contract with the third party. Standby letters of credit are generally not drawn.
Letters of credit are conditional commitments issued by the Bank to guarantee the performance by the Bank's customer to a third party. Standby letters of credit generally become payable upon the failure of the customer to perform according to the terms of the underlying contract with the third party. Standby letters of credit are generally not drawn.
Although growth in that segment over the past 36 months at 26.8% did not exceed the 50% threshold laid out in the regulatory guidance, we expect the heightened supervisory expectations to continue to apply to us given the federal banking regulators' general focus on commercial real estate exposures at banks.
Even though we saw a decline in that segment over the past 36 months of 9.1% compared to the threshold laid out in the regulatory guidance of 50% growth, we continue to expect the heightened supervisory expectations to continue to apply to us given the federal banking regulators' general focus on commercial real estate exposures at banks.
Certain policies, including those identified below for the year ended December 31, 2024, inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported.
Certain policies have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported.
The Bank currently has a total of twelve branch offices (six in Suburban Maryland, three in Washington, D.C. and three in Northern Virginia), a principal corporate office, four lending centers (two are co-located with branches and one co-located in the principal corporate office) and one operations center.
The Bank currently has twelve branch offices (six in Suburban Maryland, three in Washington, D.C. and three in Northern Virginia), a principal corporate office, four lending centers (two are co-located with branches and one co-located in the principal corporate office) and one operations center. Refer to the "Business" section above, which describes in detail the various banking services offered.
At December 31, 2024 and 2023, total deposits included estimated totals of $2.2 billion and $2.8 billion of uninsured deposits, which represented 24% and 31% of total deposits, respectively.
As of December 31, 2025 and December 31, 2024, total deposits included estimated totals of $2.3 billion and $2.2 billion of uninsured deposits, which represented 25% and 24% of total deposits, respectively.
The amount of such losses will vary depending upon the risk characteristics of the loan portfolio as affected by economic conditions such as changes in interest rates, the financial performance of borrowers and regional unemployment rates, which management estimates by using a national forecast and estimating a regional adjustment based on historical differences between the two. 39 Table o f Contents Management has significant discretion in making the judgments inherent in the determination of the provisions for credit loss, ACL and the RUC.
The amount of such losses will vary depending upon the risk characteristics of the loan portfolio as affected by economic conditions such as changes in interest rates, the financial performance of borrowers and regional unemployment rates, which management estimates by using a national forecast and estimating a regional adjustment based on historical differences between the two.
Net loan fees and late charges included in interest income on loans totaled $17.2 million, $16.7 million and $15.3 million, for the years ended December 31, 2024, 2023 and 2022, respectively.
Net loan fees and late charges included in interest income on loans totaled $15.1 million, $17.2 million and $16.7 million for the years ended 2025, 2024 and 2023, respectively. (2) Interest and fees on loans and investments exclude tax equivalent adjustments.
In order to be considered well-capitalized, the Bank must have a CET1 risk based capital ratio of 6.5%, a Tier 1 risk-based ratio of 8.0%, a total risk-based capital ratio of 10.0% and a leverage ratio of 5.0%. The Company and the Bank exceed all these requirements and satisfy the capital conservation buffer of 2.5% of CET1 capital.
In order to be considered well-capitalized, the Bank must have a common equity tier one capital ("CET1") risk based capital ratio of 6.5%, a Tier 1 risk-based ratio of 8.0%, a total risk-based capital ratio of 10.0% and a leverage ratio of 5.0%.
Outstanding FHLB advances are secured by collateral consisting of specifically pledged marketable investment securities, a blanket lien on qualifying loans in the Bank’s commercial mortgage, residential mortgage and home equity loan portfolios. Additionally, at December 31, 2024, the Company had no advances outstanding under the BTFP, and $1.3 billion, outstanding at December 31, 2023.
As of December 31, 2025, the Company had no outstanding balances in FHLB advances, compared to $490.0 million as of December 31, 2024. Outstanding FHLB advances are secured by collateral consisting of specifically pledged marketable investment securities, a blanket lien on qualifying loans in the Bank’s commercial mortgage, residential mortgage and home equity loan portfolios.
Unemployment slightly increased through 2024 as the U.S. unemployment rate ended the year at 4.0%, up from 3.7% at the end of 2023. 38 Table o f Contents Longer-term U.S. interest rates increased in 2024, with the ten year U.S. Treasury rate averaging 4.21% in 2024 as compared to 3.96% in 2023.
Unemployment increased through 2025 as the U.S. unemployment rate ended the year at 4.4%, up from 4.1% at the end of 2024. Longer-term U.S. interest rates slightly increased in 2025, with the ten year U.S. Treasury rate averaging 4.29% in 2025 as compared to 4.21% in 2024.
Although all of these loans are made to a diversified pool of unrelated borrowers across numerous businesses, adverse developments in the real estate market could continue to have an adverse impact on this portfolio of loans and the Company’s earnings and financial position.
Although all of these loans are made to a diversified pool of unrelated borrowers across numerous businesses, adverse developments in the real estate market could continue Eagle Bancorp, Inc 2025 Form 10-K 53 Table of Contents Management's Discussion and Analysis | Balance Sheet Analysis | Loan Portfolio to have an adverse impact on this portfolio of loans and the Company’s earnings and financial position.
The actual capital amounts and ratios for the Company and Bank as of December 31, 2024 and 2023 are presented in the table below: Company Bank Minimum Required For Capital Adequacy Purposes (1) To Be Well Capitalized Under Prompt Corrective Action Regulations (2) (dollars in thousands) Actual Amount Ratio Actual Amount Ratio As of December 31, 2024 CET1 capital (to risk weighted assets) $ 1,369,643 14.63 % $ 1,373,857 14.76 % 7.00 % 6.50 % Total capital (to risk weighted assets) 1,484,420 15.86 % 1,488,635 16.00 % 10.50 % 10.00 % Tier 1 capital (to risk weighted assets) 1,369,643 14.63 % 1,373,857 14.76 % 8.50 % 8.00 % Tier 1 capital (to average assets) 1,369,643 10.74 % 1,373,857 10.82 % 4.00 % 5.00 % As of December 31, 2023 CET1 capital (to risk weighted assets) $ 1,335,967 13.90 % $ 1,330,001 13.92 % 7.00 % 6.50 % Total capital (to risk weighted assets) 1,421,347 14.79 % 1,415,381 14.81 % 10.50 % 10.00 % Tier 1 capital (to risk weighted assets) 1,335,967 13.90 % 1,330,001 13.92 % 8.50 % 8.00 % Tier 1 capital (to average assets) 1,335,967 10.73 % 1,330,001 10.72 % 4.00 % 5.00 % (1) The risk-based ratios reflect the minimum requirement plus the capital conservation buffer of 2.50%.
Company Bank Minimum Required For Capital Adequacy Purposes (1) To Be Well Capitalized Under Prompt Corrective Action Regulations (2) (dollars in thousands) Actual Amount Ratio Actual Amount Ratio As of December 31, 2025 CET1 capital (to risk weighted assets) $ 1,170,352 13.07 % $ 1,190,094 13.37 % 7.00 % 6.50 % Total capital (to risk weighted assets) 1,282,913 14.33 % 1,302,018 14.63 % 10.50 % 10.00 % Tier 1 capital (to risk weighted assets) 1,170,352 13.07 % 1,190,094 13.37 % 8.50 % 8.00 % Tier 1 capital (to average assets) 1,170,352 9.72 % 1,190,094 9.92 % 4.00 % 5.00 % As of December 31, 2024 CET1 capital (to risk weighted assets) $ 1,369,643 14.63 % $ 1,373,857 14.76 % 7.00 % 6.50 % Total capital (to risk weighted assets) 1,484,420 15.86 % 1,488,635 16.00 % 10.50 % 10.00 % Tier 1 capital (to risk weighted assets) 1,369,643 14.63 % 1,373,857 14.76 % 8.50 % 8.00 % Tier 1 capital (to average assets) 1,369,643 10.74 % 1,373,857 10.82 % 4.00 % 5.00 % (1) The risk-based ratios reflect the minimum requirement plus the capital conservation buffer of 2.50%.
Although growth in that segment over the past 36 months at 26.8% did not exceed the 50% threshold laid out in the regulatory guidance, we expect the 69 Table o f Contents heightened supervisory expectations to continue to apply to us given the federal banking regulators’ general focus on commercial real estate exposures at banks.
Although Eagle Bancorp, Inc 2025 Form 10-K 69 Table of Contents Management's Discussion and Analysis | Capital Resources and Adequacy growth in that segment declined over the past 36 months and did not exceed the 50% threshold laid out in the regulatory guidance, we expect the heightened supervisory expectations to continue to apply to us given the federal banking regulators’ general focus on commercial real estate exposures at banks.
In that event we would be required to obtain alternate sources for funding, which may increase our cost of funds and negatively impact our net interest margin. We have used brokered deposits and intend to continue to use brokered deposits as one of our funding sources to support future growth.
In that event, we would be required to obtain alternate sources for funding, which may increase our cost of funds and negatively impact our net interest margin.
Additionally, the Bank can purchase up to $145.0 million in federal funds on an unsecured basis from its correspondents, against which there were no amounts outstanding at December 31, 2024 and can borrow unsecured funds under one-way CDARS and ICS brokered deposits in the amount of $1.1 billion, against which there was $73 million outstanding at December 31, 2024.
Additionally, the Bank can purchase up to $145.0 million in federal funds on an unsecured basis from its correspondents, against which there were no amounts outstanding as of December 31, 2025 and can borrow Eagle Bancorp, Inc 2025 Form 10-K 68 Table of Contents Management's Discussion and Analysis | Liquidity Management unsecured funds under one-way CDARS and ICS brokered deposits in the amount of $1.1 billion, against which there was $38 million outstanding as of December 31, 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

35 edited+15 added−23 removed12 unchanged
Biggest changeThe following table reflects the result of the simulation analysis on the December 31, 2024 asset and liability balances: Change in interest rates (basis points) Percentage change in 12-month net interest income Percentage change in 12-month net income Percentage change in economic value of equity +400 (2.9)% (6.3)% (14.1)% +300 (2.2)% (4.8)% (11.0)% +200 (1.5)% (3.3)% (7.6)% +100 (0.7)% (1.5)% (3.9)% — — — — (100) 0.9% 2.0% 5.0% (200) 1.7% 3.8% 9.6% (300) 0.3% 0.5% 10.9% The results of the simulation are within the relevant policy limits adopted by the Company for percentage change in net interest income.
Biggest changeAs of December 31, 2025 Net Interest Income Economic Value of Equity Change in interest rates (basis points) Percentage change in 12-month Policy limits Percentage change in 12-month Policy limits +400 1.7% (25)% 4.1% (32)% +300 1.1% (20)% 3.1% (25)% +200 0.6% (15)% 2.1% (20)% +100 0.2% (8)% 1.1% (10)% — — — — — (100) (2.4)% (8)% (1.9)% (10)% (200) (5.6)% (15)% (4.2)% (20)% (300) (9.0)% (20)% (7.7)% (25)% (400) (10.4)% (25)% (15.3)% (32)% The decrease in 12-month net interest income of 2.4% given a 100 basis point decrease in market interest rates as of December 31, 2025 compared to a increase of 0.9% for the same period in 2024.
Management relies on the use of models in order to measure the expected future impact on interest income of various interest rate environments, as described above. Through its modeling, the Company makes certain estimates that may vary from actual results.
Management relies on the use of models in order to measure the expected future impact on interest income of various interest rate environments, as described below. Through its modeling, the Company makes certain estimates that may vary from actual results.
The opposite is true in a falling interest rate environment as decreases in both interest income on variable and adjustable rate loans and interest expense on deposit liabilities drive modest margin expansion.
The opposite is true in a falling interest rate environment as decreases in both interest income on variable and adjustable rate loans and interest expense on deposit liabilities drive modest margin compression.
The projected impact on net interest income in the table above also assumes a "through-the-cycle" non-maturity deposit beta which may not be an accurate predictor of actual deposit rate changes realized in scenarios of smaller and/or non-parallel interest rate movements.
The projected impact on net interest income in the table above also assumes a static non-maturity deposit beta which may not be an accurate predictor of actual deposit rate changes realized in scenarios of smaller and/or non-parallel interest rate movements.
As quantified in the table below, the Company’s analysis at December 31, 2024 shows a moderate effect on net interest income over the next 12 months, as well as a moderate effect on the economic value of equity when interest rates are shocked down 100, 200 and 300 basis points and up 100, 200, 300 and 400 basis points.
As quantified in the table below, the Company’s analysis as of December 31, 2025 shows the effect on net interest income over the next 12 months, as well as the effect on the economic value of equity when interest rates are shocked up and down 100, 200, 300 and 400 basis points.
ALCO reviews each of the above interest rate sensitivity analyses along with several different interest rate scenarios as part of its responsibility to provide a satisfactory, consistent level of profitability within the framework of established liquidity, loan, investment, borrowing and capital policies. 75 Table o f Contents
ALCO reviews each of the above interest rate sensitivity analyses along with several different interest rate scenarios as part of its responsibility to provide a satisfactory, consistent level of profitability within the framework of established liquidity, loan, investment, borrowing and capital policies.
There can be no assurance that the Company will be able to successfully achieve its optimal asset liability mix, given competitive pressures, customer preferences and the inability to forecast future interest rates and movements with complete accuracy. In the year ended December 31, 2024, the Federal Reserve instituted 100 basis points of interest rate cuts.
There can be no assurance that the Company will be able to successfully achieve its optimal asset liability mix, given competitive pressures, customer preferences and the inability to forecast future interest rates and movements with complete accuracy. In 2025, the Federal Reserve instituted 75 basis points of interest rate cuts.
Our rate risk modeling showed very modest net interest margin compression in an increased interest rate environment while showing modest net interest margin expansion in a declining interest rate environment.
Our rate risk modeling showed minimal net interest margin expansion in an increased interest rate environment while showing moderate net interest margin compression in a declining interest rate environment.
At December 31, 2024, only $123.6 million or 1.56% of loans held by the Company were earning interest at their floor rate, as compared to $183.9 million or 2.31% at December 31, 2023.
As of December 31, 2025, $300.2 million or 4.12% of loans held by the Company were earning interest at their floor rate, as compared to $123.6 million or 1.56% as of December 31, 2024.
The net unrealized loss before income tax on the AFS securities portfolio was $141.5 million and $162.0 million at December 31, 2024 and 2023, respectively. At December 31, 2024, the net unrealized loss position represented 10.04% of the investment portfolio's book value.
The net unrealized loss before income tax on the AFS securities portfolio was $78.4 million and $141.5 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the net unrealized loss position represented 7.4% of the investment portfolio's book value.
At December 31, 2024, the repricing duration of (a) the investment portfolio was 4.2 years, (b) the loan portfolio 0.9 years, (c) the interest bearing deposit portfolio was 0.2 years, and (d) the borrowed funds portfolio was 0.5 years.
As of December 31, 2025, the repricing duration of (a) the investment portfolio was 3.8 years, (b) the loan portfolio 0.8 years, (c) the interest-bearing deposit portfolio was 1.2 years, and (d) the borrowed funds portfolio was 3.1 years.
Risk Factors, and in other periodic and current reports filed by the Company with the SEC. The data is then subjected to a “shock test” which assumes a simultaneous change in interest rates up 100, 200, 300 and 400 basis points or down 100, 200 and 300 basis points, along the entire yield curve, but not below zero.
The data is then subjected to a "shock test" which assumes a simultaneous change in interest rates up and down 100, 200, 300 and 400 basis points, along the entire yield curve, but not below zero.
Variable rate loans are generally indexed to the Secured Overnight Funding Rate ("SOFR") or the Wall Street Journal prime interest rate, while adjustable rate loans are indexed primarily to the five year U.S. Treasury interest rate.
Variable and adjustable rate loans comprised 66.6% and 61.9% of total loans as of December 31, 2025 and 2024, respectively. Variable rate loans are generally indexed to the Secured Overnight Funding Rate ("SOFR") or the Wall Street Journal prime interest rate, while adjustable rate loans are indexed primarily to the five year U.S. Treasury interest rate.
During the year ended December 31, 2024, the Company produced a net interest margin of 2.37% as compared to 2.53% during the same period in 2023 and continues to manage its overall interest rate risk position.
During the year ended December 31, 2025, the Company's net interest margin remained relatively flat at 2.37% when compared to the same period in 2024 and continues to manage its overall interest rate risk position.
Interest rate floors on certain of the Company's variable and adjustable rate loans may provide asset yield protection in a low-interest rate environment; however, they are also expected to delay the impact of increases to market rates on interest income until such floors have been exceeded.
Eagle Bancorp, Inc 2025 Form 10-K 72 Table of Contents Management's Discussion and Analysis | Quantitative and Qualitative Disclosures About Market Risk A portion of the of the Company's variable and adjustable rate loans may contain interest rate floors and may provide asset yield protection in a low-interest rate environment; however, they are also expected to delay the impact of increases to market rates on interest income until such floors have been exceeded.
At December 31, 2024, the Company had a portfolio of $3.0 billion of variable and adjustable rate loans that were subject to interest rate floors with a weighted average rate of 7.24%, which was a 75 bps decrease from December 31, 2023.
As of December 31, 2025, the Company had a portfolio of $2.5 billion of variable and adjustable rate loans that were subject to interest rate floors with a weighted average rate of 6.66%, which was a 58 basis points decrease from December 31, 2024.
The re-pricing duration on the loan portfolio was 10.6 months at December 31, 2024 and 12 months at December 31, 2023, with fixed-rate loans amounting to 38.1% and 38.2% of total loans at December 31, 2024 and 2023, respectively. Variable and adjustable rate loans comprised 61.9% and 61.8% of total loans at December 31, 2024 and 2023, respectively.
The re-pricing duration on the loan portfolio was 9 months as of December 31, 2025 and 11 months as of December 31, 2024, with fixed-rate loans amounting to 33.4% and 38.1% of total loans as of December 31, 2025 and 2024, respectively.
The changes in net interest income, net income and the economic value of equity in higher interest rate shock scenarios at December 31, 2024 are not believed to be excessive and are within policy limits. 74 Table o f Contents Certain shortcomings are inherent in the method of analysis presented in the foregoing table.
The changes in net interest income and the economic value of equity in higher, and lower, interest rate shock scenarios as of December 31, 2025 are not believed to be excessive and are within policy limits.
The model utilizes current balance sheet data and attributes and is adjusted for assumptions as to investment maturities (including prepayments), loan prepayments, interest rates, deposit decay rates, and the level of noninterest income and noninterest expense. Further discussion of the limitations of this analysis are listed below and in Item 1A.
The model utilizes current balance sheet data and attributes and is adjusted for assumptions as to investment maturities including prepayments, loan prepayments, interest rates, and deposit decay rates.
Further, the earnings simulation model does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, the various rate indexes do not move in parallel (e.g.
Further, the earnings simulation model does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, the various rate indexes do not move in parallel (e.g., SOFR, Fed Funds), hedging activities we might take and changing product spreads that could mitigate or exacerbate any potential beneficial or adverse impact of changes in interest rates.
The Bank does have deposits with contractual rate terms which means these deposits will change 100 basis points for every 100 basis points change in market rates. Thus, the overall measure of the correlation between deposit costs and market rate changes is modeled at 100%. The Company utilized the same assumptions for its analysis at December 31, 2023.
The Bank also has deposits with contractual rate terms that mean these deposits will change 100 basis points for every 100 basis points change in market rates. Thus, the overall measure of the correlation between all deposit costs and market rate changes is less than 100%.
The projected impact on net interest income in the table above assumes no change in deposit portfolio size or mix from the baseline forecast in alternative rate environments. In higher rate scenarios, any customer activity resulting in the replacement of low-cost or noninterest-bearing deposits with higher-yielding deposits or market-based funding would reduce the assumed benefit of those deposits.
In higher rate scenarios, any customer activity resulting in the replacement of low-cost or noninterest-bearing deposits with higher cost deposits or market-based funding would reduce the assumed benefit of those deposits.
Another key factor to consider is the behavior of our deposit portfolio in the baseline forecast and in alternate interest rate scenarios set out in the table above is a key assumption in our projected estimates of net interest income.
Another key factor to consider is the behavior of our deposit portfolio. The projected impact on net interest income in the table above assumes no change in deposit portfolio size or mix from the baseline forecast in alternative rate environments.
Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income will be affected by current and future changes in interest rates. Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates.
Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income.
In 2024, interest rate floors have not been relevant in the current interest rate environment since most variable rate loans are well above their floor rate.
In the year ended December 31, 2025, interest rate floors have not been relevant in the current interest rate environment since most variable rate loans are well above their floor rate. The weighted average rate of the Company's variable rate loans had a decrease of approximately 56 basis poin ts from December 31, 2024 to December 31, 2025.
At December 31, 2024, the amortized cost less allowance of the investment portfolio decreased by $336.5 million, or 12.5%, as compared to the balance at December 31, 2023. Based on amortized cost basis, the percentage mix of municipal securities was 6% of total investments at December 31, 2024 and 2023.
As of December 31, 2025, the amortized cost basis, net of allowance, of the investment portfolio decreased by $437.7 million, or 18.6%, as compared to the balance as of December 31, 2024. The table below presents the percentage mix of securities in the investment portfolio.
Yields on interest-earning assets and interest bearing deposits decreased as a result of the Federal Reserve rate cuts. However a decrease in non-interest bearing deposits replaced with an increase in interest bearing deposits resulted in a decrease in net interest margin as compared to the prior year-end.
Yields on interest-earning assets and interest-bearing deposits decreased as a result of the Federal Reserve rate cuts. Refer to the MD&A section "Net Interest Income and Net Interest Margin" for a detailed discussion on net interest income and yields on interest-earning assets and interest-bearing liabilities.
For the analysis presented below, at December 31, 2024, the simulation assumes a 100 basis point change in interest rates on interest bearing deposits for each 100 basis point change in market interest rates in a decreasing interest rate shock scenario with a floor of 10 basis points and assumes a 100 basis point change in interest rates on interest bearing deposits for each 100 basis point change in market interest rates in an increasing interest rate shock scenario.
For the analysis presented below, as of December 31, 2025, the change in interest rates on interest-bearing deposits was less than the change in market interest rates with a floor of 0 basis points.
Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types may lag behind changes in general market rates. In addition, certain assets, such as adjustable-rate mortgage loans, have features (generally referred to as interest rate caps and floors) that limit changes in interest rates.
In addition, certain assets, such as adjustable-rate mortgage loans, have features (generally referred to as interest rate caps and floors) that limit changes in interest rates. Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the maturity of certain instruments.
The Company experienced a total deposit increase of $323.0 million for the year ended December 31, 2024 as compared to a total loan decrease of $33.8 million for the same period. The funding mix changed throughout the year ended December 31, 2024. Deposits at year end were $9.1 billion and $8.8 billion at December 31, 2024 and 2023, respectively.
The Company experienced a total deposit increase of $2.5 million for the year ended December 31, 2025 as compared to a total loan decrease of $654.4 million for the same period. Refer to the "Deposits and Other Borrowings" section above for further discussion of deposits and borrowings.
The changes in fair value for these contracts are recognized directly in earnings. The duration of the deposit portfolio decreased to 11 months at December 31, 2024 from 28 months at December 31, 2023. This decline is attributable to a shift in deposit mix, lower short term interest rates, and modeling assumption updates.
The duration of the deposit portfolio increased to 22 months as of December 31, 2025 from 11 months as of December 31, 2024. This increase was attributable to a shift in deposit mix, an increase in time deposits and modeling assumption updates.
The majority of those loans are expected to reset at rates higher than their floor at their next rate reset date. 73 Table o f Contents The Company employs an earnings simulation model (immediate parallel shifts along the yield curve) on a quarterly basis to monitor its interest rate sensitivity and risk and to model its balance sheet cash flows and the related statement of operations effects in different interest rate scenarios.
The Company employs a net interest income simulation model on a monthly basis to monitor its interest rate sensitivity and risk and to model its balance sheet cash flows and the effects in different interest rate scenarios.
Treasury rate increased by 7 basis points from 4.06% to 4.13% while the average ten year U.S. Treasury rate increased by 25 basis points from 3.96% to 4.21%. The Company’s cost of interest bearing deposits decreased by 14 basis points across its interest-bearing deposits, which comprise 83% of its total deposits, at December 31, 2024.
Treasury rate in 2025 decreased by 56 basis points from 4.37% to 3.81%. The average five year U.S. Treasury rate decreased by 21 basis points from 4.13% to 3.92% while the average ten year U.S. Treasury rate increased by 8 basis points from 4.21% to 4.29%.
In the current and expected future interest rate environment, the Company has been maintaining its investment portfolio to manage the balance between yield and risk in its portfolio of MBS. Further, the Company has been principally collecting cash flows from the investment portfolio to provide liquidity.
As of December 31, 2025 December 31, 2024 Mortgage-backed securities 69% 62% U.S. agency securities 18% 25% Municipal bonds 6% 6% Corporate bonds 7% 6% U.S. treasury bonds —% 1% Total 100% 100% Duration of the investment portfolio (in years) 3.8 4.2 In the current and expected future interest rate environment, the Company has been maintaining its investment portfolio to manage the balance between yield and risk in its portfolio of MBS.
The results are analyzed as to the impact on net interest income, net income and the market equity over the next twelve and twenty-four month periods from December 31, 2024. In addition to analysis of simultaneous changes in interest rates along the yield curve, an analysis of changes based on interest rate “ramps” is also performed.
The results are analyzed as to the impact on net interest income over the next twelve and twenty-four month periods and the economic value of equity. Further discussion of the limitations of this analysis are listed below and in Item 1A. Risk Factors, and in other periodic and current reports filed by the Company with the SEC.
Removed
During 2024, the yield curve normalized and became less inverted as the short end of the curve came down as the long end increased as compared to the 2023 year end. As compared to the year 2023, the average two year U.S. Treasury rate in 2024 decreased by 21 basis points from 4.58% to 4.37%. The average five year U.S.
Added
Eagle Bancorp, Inc 2025 Form 10-K 71 Table of Contents Management's Discussion and Analysis | Quantitative and Qualitative Disclosures About Market Risk During 2025, the U.S. Treasury yield curve steepened from the 2 year and 10 year points, while remaining inverted in very short tenors less than a year. As compared to the year 2024, the average two year U.S.
Removed
The Company's result for net interest spread in 2024 was 1.28% unchanged from 2023. Net interest spread was unchanged with offsetting decreases to interest earning assets and interest bearing liabilities.
Added
The Company’s cost of interest bearing deposits decreased by 47 basis points across its interest-bearing deposits, which comprise 84% of its total deposits, as of December 31, 2025. The loan portfolio decreased 8.2% during the twelve months ended 2025.
Removed
The Company believes that the stable net interest spread for the full year 2024 has been consistent with its risk analysis at December 31, 2023 when accounting for balance sheet volume and mix changes.
Added
Further, the Company has been principally collecting cash flows from the investment portfolio to reduce brokered deposits. As of December 31, 2025, the amortized cost less allowance of the investment portfolio decreased by $437.7 million, or 18.6%, as compared to the balance as of December 31, 2024.
Removed
On an annual basis, the Company back-tests the actual change in its net interest spread against expected change and actual market interest rate movements and other factors impacting actual as compared to projected results. The loan portfolio remained relatively flat throughout 2024.
Added
The Company previously utilized the assumption for its analysis as of December 31, 2024 that all deposit rates changed 100 basis point for a 100 basis point change in market rates.
Removed
The portion of the portfolio invested in MBS was 62% and 61% at December 31, 2024 and 2023. The portion of the portfolio invested in U.S. agency investments was 25% at December 31, 2024 and 27% at December 31, 2023. Corporate bonds made up 6% of total investments at December 31, 2024 and 2023.
Added
Eagle Bancorp, Inc 2025 Form 10-K 73 Table of Contents Management's Discussion and Analysis | Quantitative and Qualitative Disclosures About Market Risk The table below displays the result of the simulation analysis on the asset and liability balances.
Removed
U.S. treasury bonds were 1% of total investments at December 31, 2024 and 2023. The duration of the investment portfolio decreased to 4.2 years at December 31, 2024 from 4.4 years at December 31, 2023. At December 31, 2024, $79.3 million of corporate bonds were subordinated debt from other financial institutions.
Added
In contrast to 2024, primarily due to modeling enhancements and balance sheet composition changes, our analysis shows that we will experience an increase in our economic value of equity and in net interest income with an increase in interest rates.
Removed
Corporate bonds generally, and subordinated debt in particular, pose credit risk such that if any of these issuers were to enter bankruptcy or insolvency proceedings, we could experience losses that may be material to operating results and our financial condition.
Added
As part of the Company’s ongoing enhancement of the simulation analysis, the Company has been making updates to its model to incorporate, among other things, improvements to certain assumptions, as well as assumptions related to deposits.
Removed
We may also experience increases in provisions for credit losses, adversely affecting our earnings, if the creditworthiness of the issuers declines, whether due to idiosyncratic factors, economic conditions generally or other unforeseen factors or events.
Added
The difference in the results of the simulation analysis between the fourth quarter of 2025 and the third quarter of 2025 is attributable to these model updates. Certain shortcomings are inherent in the method of analysis presented in the foregoing table.
Removed
The Company has credit Risk Participation Agreements ("RPAs") with institutional counterparties, under which the Company assumes its pro-rata share of the credit exposure associated with a borrower’s performance related to interest rate derivative contracts.
Added
Eagle Bancorp, Inc 2025 Form 10-K 74 Table of Contents Management's Discussion and Analysis | Quantitative and Qualitative Disclosures About Market Risk Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income or economic value of equity will be affected by current and future changes in interest rates.
Removed
The fair value of RPAs is calculated by determining the total expected asset or liability exposure of the derivatives to the borrowers and applying the borrowers’ credit spread to that exposure.
Added
Interest Rate and Balance Sheet Risk Management Management actively monitors the Company’s exposure to interest rate risk arising from the composition and duration profile of its balance sheet. Our objective is to maintain a stable and predictable earnings and capital profile by mitigating the impact of interest‑rate volatility on both net interest income and the economic value of equity.
Removed
Total expected exposure incorporates 72 Table o f Contents both the current and potential future exposure of the derivatives, derived from using observable inputs, such as yield curves and volatilities. These derivatives are not designated as hedges, are not speculative and have an asset position with a notional value of $49.5 million as of December 31, 2024.
Added
Consistent with this objective, the Company employs a macro balance sheet hedging program designed to manage interest rate risk at the portfolio level rather than through instrument‑specific hedges. In 2025, the Company reinitiated the use of derivative instruments to hedge macro interest rate risk. This decision reflects management’s reassessment of the Company’s asset‑liability profile.
Removed
The increase in deposits was primarily attributable to a $558.2 million decrease in noninterest bearing demand deposits, offset by a $734.7 million increase in time deposits. Refer to the "Deposits and Other Borrowings" section below for further discussion of deposits and borrowings.
Added
Management determined that reestablishing a macro hedging program was prudent to mitigate potential variability in earnings and capital arising from interest‑rate movements. Hedging Strategy and Risk Management Framework Our macro hedging approach incorporates derivatives — primarily interest rate swaps — to align the interest‑rate sensitivity of assets and liabilities with the Company’s risk appetite.
Removed
The weighted average rate of the Company's variable rate loans decreased by approximately 76 basis points from December 31, 2023 to December 31, 2024 in connection with the decrease of 100 basis points for the same period in Fed Funds rate.
Added
Macro hedging enables management to address exposures that evolve dynamically as new assets and liabilities are originated and existing positions mature, consistent with regulatory expectations that hedging strategies reflect material trends and uncertainties affecting future performance. Under U.S.
Removed
The most recent interest rate cuts of 100 basis points instituted by the Federal Reserve at the end of September 2024, and in the fourth quarter of 2024 were signs of improvements in the economic outlook. In 2025, the economic outlook continues to evolve and any additional adjustments to interest rates are uncertain.
Added
GAAP, the Company applies the hedge accounting framework under ASC 815, as amended by ASU 2017‑12, which expands the range of permissible hedging strategies and enhances the alignment between accounting outcomes and risk management activities. The Company designates qualifying hedges where appropriate and evaluates hedge effectiveness in accordance with ASC 815’s criteria.
Removed
Such analysis represents the impact of a more gradual change in interest rates, as well as yield curve shape changes.
Added
Refer to "Note 8 – Derivatives and Hedging Activities" to the Consolidated Financial Statements for further discussion on the Company's derivative instruments and hedging activities. Eagle Bancorp, Inc 2025 Form 10-K 75 Table of Contents Financial Statements and Supplementary Data
Removed
This moderate impact is due substantially to the significant level of variable rate and repriceable assets and liabilities and related shorter relative durations.
Removed
For net interest income, the Company has adopted a policy limit of -10% for a 100 basis point change, -12% for a 200 basis point change, -18% for a 300 basis point change and -24% for a 400 basis point change.
Removed
For the economic value of equity, the Company has adopted a policy limit of -12% for a 100 basis point change, -15% for a 200 basis point change, -25% for a 300 basis point change and -30% for a 400 basis point change.
Removed
The increase in 12-month net interest income and net income of 0.9% and 2.0%, respectively, given a 100 basis point decrease in market interest rates at December 31, 2024 compares to (0.4)% and (0.9)%, respectively, for the same period in 2023.
Removed
The analysis at the end of 2024 consistent with the analysis at the end of 2023, showed that in an environment of increasing rates, income decreases.
Removed
SOFR, Fed Funds), hedging activities we might take and changing product spreads that could mitigate any potential beneficial or adverse impact of changes in interest rates.
Removed
In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react to different degrees to changes in market interest rates.
Removed
Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the maturity of certain instruments. The ability of many borrowers to service their debts also may decrease during periods of rising interest rates.

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