🧾 What This Document Is

This is a DEFA14A filing, which stands for "Definitive Additional Materials." Think of it as a formal letter the company is required to send to its shareholders, supplementing the main proxy statement. Its purpose is to persuade shareholders to vote for the company's recommended board candidates at the upcoming annual meeting. It's not the official ballot, but the final sales pitch.

📩 The Letter to Shareholders

The core of this filing is a letter from James Soltesz, the Independent Chair of Eagle Bancorp's Board. It’s a strategic update designed to build confidence during a period of transition. He highlights past challenges and outlines why the company is now on a better path, directly asking for shareholder support.

⏳ Looking Back: A Tough Period

The letter acknowledges the last three years were difficult. The bank, EagleBank, had to navigate a "challenging commercial real estate environment" and economic volatility. This context is crucial—it tells shareholders the board understands the past problems and isn't ignoring them.

👉 Why it matters: Admitting past struggles builds credibility for the current turnaround message.

🚀 The Turnaround Plan & Progress

The board says it took deliberate action over 2025 to fix issues. They focused on:

• Improving asset quality (making sure loans get repaid).
• Reducing loan concentrations (not having too much risk in one area).
• Diversifying their mix of assets and funding sources.

The letter claims these actions are "gaining traction," pointing to improved metrics in the fourth quarter of 2025 and growth in new business relationships.

👥 Leadership & Board Changes

A major focus of the letter is transition. Two key developments are highlighted:

1. CEO Retirement: Susan Riel, the President and CEO, is retiring (announced in November 2025). The letter credits her with growing the bank and says a strong foundation is in place for the future.
2. Board Reshaping: To guide this new phase, the board has been updated:
   • Two new independent directors (Kris Pederson and Ted Wilm) were added in September 2025.
   • A new nominee, Trevor Montano, is introduced. He’s noted as a former Chief Investment Officer of the U.S. Treasury and a local community investor, signaling a desire for high-level financial expertise and shareholder alignment.

👉 Why it matters: Leadership changes are moments of risk. The board is arguing it has proactively managed this by adding experienced, independent oversight to ensure stability and strategic continuity.

🏦 Strengths & Market Position

The letter emphasizes EagleBank's competitive advantages to reassure investors:

• Strong Capital & Liquidity: They state they have "best-in-class" capital levels and a robust liquidity position.
• Local Market Leadership: They have a leading position in the Washington, D.C. metro area.
• Opportunity from Industry Changes: The recent merger of a large local competitor is presented as a chance for EagleBank to attract clients who value local decision-making and responsiveness.

📜 The Ask: Vote for Our Slate

The entire letter builds to a single request. The chair argues the franchise is strong, the balance sheet is fortified, leadership succession is underway, and the board is more aligned with shareholders.

Therefore, shareholders are urged to vote FOR the company's board candidates to support this ongoing momentum.

🧠 The Analogy

Eagle Bancorp is like a local restaurant that had a rough few years with health code issues and changing food trends (commercial real estate troubles). They’ve hired a new chef, renovated the kitchen (fixed the balance sheet), and added experienced food critics to the advisory board (new directors). This letter is the owner’s note to the regular customers saying, "We know we stumbled, but we’ve fixed the problems, have a great new team, and the food is better than ever. Please keep dining with us and support our new staff in the upcoming local business awards."

📇 Key Contacts & People

Board & Management Participants (as listed):

• Matthew D. Brockwell
• Steven J. Freidkin
• Theresa G. LaPlaca
• A. Leslie Ludwig
• Louis P. “Pete” Mathews Jr.
• Trevor Montano (Director Nominee)
• Kristen J. Pederson
• Susan G. Riel (Outgoing President & CEO)
• James A. Soltesz (Independent Chair of the Board)
• Benjamin M. Soto
• Theodore A. Wilm
• Evelyn K. Lee
• Eric R. Newell
• Ryan A. Riel
• Paul Saltzman

Corporate Headquarters: 7500 Old Georgetown Road, Bethesda, MD 20814

Investor Relations Website for Documents: https://ir.eaglebankcorp.com/sec-filings/documents/default.aspx

🧩 Final Takeaway

This filing is a direct appeal from Eagle Bancorp's board to its owners. They are arguing that the painful turnaround work is done, the future leadership and oversight are strong, and now is the time for shareholders to endorse the plan by voting for the proposed board. It's a message of stability and renewed focus after a stormy period.