Form 8-K - Current report

0001050441☐00010504412024-08-162024-08-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2024

 

EAGLE BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

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

7830 Old Georgetown Road, Third Floor

Bethesda, Maryland 20814

(Address of Principal Executive Offices) (Zip Code)

[phone]

(Registrant's telephone number, including area code)

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

 

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

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

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

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

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

Emerging growth company ☐

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

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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

Item 7.01. Regulation FD Disclosure.

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

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

Item 9.01. Exhibits.

 

(d) Exhibits.

 

Exhibit Number						Description
99.1						Press Release of Eagle Bancorp, Inc., dated August 16, 2024, announcing the planned retirement of Janice Williams and the appointment of Kevin Geoghegan.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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

			EAGLE BANCORP INC.
Date: August 16, 2024			By:			/s/ Eric R. Newell
						Eric R. Newell
						Executive Vice President, Chief Financial Officer

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

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

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

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