0001050441☐00010504412025-09-082025-09-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2025
EAGLE BANCORP, INC.
(Exact name of registrant as specified in its charter)
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| Maryland |
0-25923 |
52-2061461 |
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(Commission File Number) |
(I.R.S. Employer Identification No.) |
7830 Old Georgetown Road, Third Floor
Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)
(301) 986-1800
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On September 8, 2025, the Board of Directors (the “Board”) of Eagle Bancorp, Inc. (the “Company”), the parent company of EagleBank (the “Bank”), and the Board of Directors of the Bank, upon the recommendation of the Governance and Nominating Committee of the Board, appointed Kris Pederson and Ted Wilm as directors of the Company and of the Bank, effective immediately. The Board has determined that Ms. Pederson and Mr. Wilm are independent under the applicable rules of The Nasdaq Stock Market. Ms. Pederson and Mr. Wilm will serve as at-large directors until committee assignments are determined later this fall. Upon Ms. Pederson and Mr. Wilm’s appointment to the Board on September 8, 2025, the number of directors constituting the Board increased to ten directors.
Ms. Pederson and Mr. Wilm will receive the Company’s standard compensation for non-employee directors, as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Scheduled 14A, filed with the Securities and Exchange Commission on April 1, 2025.
There are no arrangements between Ms. Pederson or Mr. Wilm and any other persons, pursuant to which Ms. Pederson or Mr. Wilm were selected as directors to the Board. There are no related party transactions between the Company and Ms. Pederson or Mr. Wilm that would be required to be reported pursuant to Item 404(a) of Regulation of S-K of the Securities Act of 1933, as amended.
Over the course of Ms. Pederson’s career, she has managed businesses, global strategies, and P&Ls at EY, IBM, and PricewaterhouseCoopers (PwC). She holds board positions with SOBR Safe (NASDAQ: SOBR) as the Nomination and Governance Chair, the National Football League Alumni Association as Audit Chair, the National Association of Corporate Directors Colorado, and the NASDAQ Center for Board Governance. She also previously served on the Board of Great Western Bank on the Audit Committee and participated in the Bank’s Initial Public Offering, Windward Reports, and the Harvard Business School Alumni Board.
Mr. Wilm enjoyed a 38-year career at PwC, serving many of the firm’s largest asset management and financial services clients. He also served as the office managing partner of PwC’s Irvine, California office and co-managed the firm’s Southwest operations. Mr. Wilm was the audit committee chair of California Bancorp, and its operating subsidiary, California Bank of Commerce, until their merger with the Bank of Southern California in July 2024. He also holds leadership positions with the Corporate Directors Roundtable and the Forum for Corporate Directors in Orange County, California.
Item 7.01. Regulation FD Disclosure.
On September 8, 2025, the Company issued a press release announcing the appointment of Ms. Pederson and Mr. Wilm to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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.
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Description |
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Press Release of Eagle Bancorp, Inc., dated September 08, 2025, announcing the appointment of Kris Pederson and Ted Wilm to the Company’s Board of Directors. |
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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.
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EAGLE BANCORP INC. |
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| Date: September 08, 2025 |
By: |
/s/ Eric R. Newell |
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Eric R. Newell |
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Executive Vice President, Chief Financial Officer |
EX-99.1
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eagle-directorappointmen.htm
EX-99.1
eagle-directorappointmen
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 September 8, 2025 EagleBank Contact Eric Newell SEVP, Chief Financial Officer 301.986.1800 EagleBank Adds Two New Independent Members to Board of Directors Kris Pederson and Ted Wilm bring business acumen, banking board experience and financial expertise to EagleBank Eagle Bancorp, Inc., (the “Company”) (NASDAQ: EGBN), the Bethesda-based holding company for EagleBank, one of the largest community banks in the Washington D.C. area, today announced the appointments of Kris Pederson and Ted Wilm as independent members of its Board of Directors (the “Board”) and to the Board of Directors of Eagle Bancorp, Inc., its holding company, effective today. They will both serve as at-large directors until committee assignments are determined later this fall. Following their appointments, the Board will consist of 10 directors, 9 of whom will be independent. Over the course of Ms. Pederson’s career, she has managed businesses, global strategies, and P&Ls at EY, IBM, and PricewaterhouseCoopers (PwC). She holds board positions with SOBR Safe (NASDAQ: SOBR) as the Nomination and Governance Chair, the National Football League Alumni Association as Audit Chair, the National Association of Corporate Directors Colorado, and the NASDAQ Center for Board Governance. She also previously served on the Board of Great Western Bank on the Audit Committee and participated in the Bank’s Initial Public Offering, Windward Reports, and the Harvard Business School Alumni Board. “EagleBank has had a tremendous impact on accelerating economic progress in the DC region, and this will only continue to grow,” said Pederson. “I’m excited to be a part of this accomplished team and to build on that momentum and position EagleBank for long-term success.” Mr. Wilm enjoyed a 38-year career at PwC, serving many of the firm's largest asset management and financial services clients. He also served as the office managing partner of PwC's Irvine, California office and co-managed the firm's Southwest operations. Mr. Wilm was the audit committee chair of California Bancorp, and its operating subsidiary, California Bank of Commerce, until their merger with the Bank of Southern California in July 2024. He also holds leadership positions with the Corporate Directors Roundtable and the Forum for Corporate Directors in Orange County, California.
“I am looking forward to bringing my decades of experience in financial risk management and regulation to advancing strategic initiatives at EagleBank,” said Wilm. “Together, we’ll focus on building new opportunities, reinforcing the Bank’s strengths, and positioning EagleBank for long-term success.” “Kris and Ted each bring a wealth of experience to the table, and we are thrilled to welcome them into the EagleBank family,” said Susan Riel, CEO and Board Chair of EagleBank. “We are continuing to make meaningful progress on executing our strategic plan, and I’m confident that these industry veterans with strong vision for our future will be instrumental to our long-term success.”