Issuer:

Eagle Bancorp, Inc., a Maryland corporation

Securities Offered:

5.000% Fixed-to-Floating Subordinated Notes due August 1, 2026

Aggregate Principal Amount:

$150,000,000

Rating:

Kroll Bond Rating Agency: BBB

A rating reflects only the view of a rating agency, and it is not a recommendation to buy, sell or hold the Subordinated Notes. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if such rating agency decides that circumstances warrant that change.

Trade Date:

July 21, 2016

Settlement Date:

July 26, 2016

Final Maturity (if not previously redeemed):

August 1, 2026

Interest Rate:

From and including the original issue date to, but excluding August 1, 2021 a fixed per annum rate of 5.000%.

From and including August 1, 2021, through maturity, a floating per annum rate equal to three-month LIBOR (provided, however, that in the event three-month LIBOR is less than zero, three-month LIBOR shall be deemed to be zero) plus 3.850%.

Issue Price to Investors:

100%

Interest Payment Dates:

Interest on the Notes will be payable on February 1 and August 1 of each year through, but not including, August 1, 2021, and thereafter on February 1, May 1, August 1 and November 1 of each year to, but excluding the maturity date or earlier redemption.  The first interest payment will be made on February 1, 2017.

Day Count Convention:

30/360 to but excluding August 1, 2021, and, thereafter, a 360-day year and the number of days actually elapsed.

Optional Redemption:

The Company may, at its option, beginning with the Interest Payment Date of August 1, 2021 and on any scheduled Interest Payment Date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

Special Event Redemption:

The Notes may not be redeemed prior to August 1, 2021, except that the Company may redeem the Notes at any time, at its option, in whole or in part, if (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes, (ii) a subsequent event occurs that precludes the Notes from being recognized as Tier 2 capital for regulatory capital purposes, or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended, in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest through, but excluding, the redemption date. For more information, see ‘‘Description of the Subordinated Notes—Ranking’’ in the preliminary prospectus supplement dated July 20, 2016.

Denomination:

$1,000 denominations and integral multiples of $1,000

Listing and Trading Markets:

The Company does not intend to list the Notes on any securities exchange or to have the Notes quoted on a quotation system. Currently there is no public market for the Notes and there can be no assurances that any public market for the Notes will develop.

Underwriters’ Discount:

1.50%

Proceeds to the Company (before expenses):

$147,750,000

Use of Proceeds:

The Company intends to use the net proceeds of the offering for general corporate purposes, including but not limited to supporting its growth and contribution to the capital of its subsidiaries, including EagleBank, to support organic growth and opportunistic acquisitions, should appropriate acquisition opportunities arise.

CUSIP / ISIN:

268948 AB2 / US268948AB21

Book-Running Manager:

Sandler O’Neill + Partners, L.P.

Co-Manager:

Keefe, Bruyette & Woods (A Stifel Company)