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EGBN - EAGLE BANCORP INC

Preliminary

A preliminary proxy filing has been made. Full AI analysis will be available once definitive filings are filed.

This is a preliminary filing stage. A PREC14A has been filed but no definitive proxy (DEFC14A) has been submitted yet. This summary is factual only — no voting recommendation is provided at this stage.

What This Filing Is

This is a preliminary proxy statement (PREC14A) filed by Eagle Bancorp, Inc. management in connection with its 2026 Annual Meeting of Shareholders. Management is soliciting votes for its own slate of eleven director nominees and defending against what it characterizes as an invalid nomination attempt by a third party, Diligence Capital Management, LLC.

Background

Eagle Bancorp, Inc. is a Bethesda, Maryland-based bank holding company for EagleBank, a commercially oriented community bank operating in the Washington, D.C. metropolitan area with approximately $9.1 billion in deposits as of December 31, 2025. The company has experienced significant financial deterioration in recent years, including a net loss of $138.1 million in 2025 (driven largely by $293.1 million in provisions for credit losses) and a net loss of $47.0 million in 2024 (including a $104.1 million goodwill impairment charge). CEO Susan G. Riel announced her intention to retire no later than December 31, 2026, and the board is conducting a CEO succession search. A third party, Diligence Capital Management, LLC, submitted documents purporting to nominate three director candidates and propose four items of business, which the Company has declared invalid under its bylaws and SEC rules.

What the Filer Is Demanding

This is a management filing. The Board is asking shareholders to vote on the following:

  • Proposal 1: Elect eleven Board-nominated directors for a one-year term until the 2027 Annual Meeting:
    • Matthew D. Brockwell
    • Steven J. Freidkin
    • Theresa G. LaPlaca
    • A. Leslie Ludwig
    • Louis P. Mathews Jr.
    • Trevor Montano (new nominee)
    • Kristen J. Pederson
    • Susan G. Riel
    • James A. Soltesz
    • Benjamin M. Soto
    • Theodore A. Wilm
  • Proposal 2: Ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm for fiscal year 2026.
  • Proposal 3: Approve, on a non-binding advisory basis, the compensation of named executive officers ("Say-on-Pay").

Key Arguments Made

On the Diligence Capital Nomination:

  • The Company asserts that Diligence Capital's notice of intent to nominate directors and submit business proposals is invalid because Diligence Capital is not a shareholder of record and therefore is ineligible under the Company's Amended and Restated Bylaws.
  • The Company further asserts that Diligence Capital failed to comply with SEC Rule 14a-19(b) by not providing timely notice of its intent to solicit proxies from holders of at least 67% of voting power in support of nominees other than the Company's nominees.
  • As a result, the Company states it will not recognize or tabulate any proxies voted in favor of the "Purported Nominees" or "Purported Proposals."
  • The Company notes there is no pending litigation related to the Purported Notice as of the filing date, but acknowledges that if a court determines the notice is valid, the proxy statement and proxy card would need to be revised and previously cast votes would be disregarded.

On Board Composition and Governance:

  • 9 of 10 independent directors (91% of the Board) qualify as independent under Nasdaq and SEC rules.
  • Average age of independent directors is 62 years; 36% of nominees identify as women; 18% identify as racial or ethnic minorities.
  • Four new directors have joined the Board in the last two years, reflecting ongoing refreshment.
  • The Board maintains five standing committees: Audit, Compensation, Governance & Nominating, Risk, and Technology Oversight.

On Executive Compensation:

  • For the third consecutive year, no short-term cash incentives (SEIP) were paid to NEOs, as adjusted net income fell below the 85% of target threshold required for funding.
  • The 2023 Performance Restricted Stock Units (PRSUs) vested at 0% of target, as the Company's Return on Average Assets and Total Shareholder Return were each below the median of the KBW Nasdaq Regional Bank Index (KRX) over the three-year measurement period.
  • The Compensation Committee made adjustments to the 2026 LTIP performance ranges to better align with competitive practices: threshold performance was reduced from the 50th percentile to the 25th percentile, and target performance was reduced from the 62.5th percentile to the 50th percentile.
  • CEO total compensation (Summary Compensation Table) was $3,249,643 in 2025, versus $3,063,169 in 2024.
  • The CEO-to-median employee pay ratio for 2025 was 29 to 1, with the median employee earning $111,403.
  • The 2025 Say-on-Pay vote at the prior annual meeting received 82% support, down from 94% in 2024.

On Financial Performance:

  • Net loss of $138.1 million in 2025 ($4.55 per diluted share), driven by $293.1 million in provisions for credit losses.
  • Return on average assets (ROAA) of (1.16%) and an efficiency ratio of 67.06% for 2025.
  • Total loans declined by $654.4 million (8.25%) through 2025.
  • Allowance for credit losses as a percentage of total loans increased to 2.19% at year-end 2025, up from 1.44% the prior year.
  • Non-performing assets-to-assets improved to 1.04% from 1.90% the prior year.
  • Net charge-offs rose to 3.22% from 0.48% the prior year.
  • Book value per share at December 31, 2025 was $37.26.
  • Total dividends declared in 2025 were $0.505 per share.

On Strategic Direction:

  • The Company is focused on resolving credit issues concentrated in the commercial real estate portfolio, building its C&I lending team, growing deposits, reducing brokered deposits, and enhancing treasury management and digital deposit capabilities.

Meeting Date

Thursday, May 14, 2026, at 10:00 A.M. EDT (virtual-only meeting).

Activist Identity

Management filing. Eagle Bancorp, Inc.'s Board of Directors is the filer. The filing references Diligence Capital Management, LLC as the third party that submitted what the Company characterizes as an invalid notice to nominate three directors and propose four items of business. The filing does not disclose any share ownership by Diligence Capital, and the Company asserts Diligence Capital is not a shareholder of record.

Status

This is a preliminary proxy statement (PREC14A) dated March 24, 2026. No definitive proxy statement has been filed as of this date. The contest is at an early stage, and the filing notes that certain details — including the proxy solicitation firm's fees and total estimated solicitation costs — remain to be finalized. The Company has indicated it will amend its proxy materials if litigation results in a court determination that Diligence Capital's notice is valid.