UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99899 / April 3, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-20963

In the Matter of

Eagle Bancorp, Inc.,

Respondent.

:

:

:

:

:

:

:

ORDER APPROVING

PLAN OF DISTRIBUTION

On August 16, 2022, the Commission issued an Order Instituting Cease-and-Desist

Proceedings, Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the

“Order”)1 against Eagle Bancorp, Inc. (the “Respondent”). In the Order, the Commission found

that Eagle made material misstatements and omissions about related party loans that Eagle’s

principal subsidiary, EagleBank, extended to family trusts affiliated with Eagle’s former

Chairman, CEO, and President, Ronald D. Paul (“Paul”), and to other related parties. From

March 2015 through April 2018, Eagle failed to include these undisclosed loans in the related

party loan balances included in its annual reports and proxy statements filed with the

Commission. Eagle and Paul also made false statements regarding the nature of the loans in two

press releases. Based on this conduct, the Commission found that Eagle violated Sections

17(a)(2) and 17(a)(3) of the Securities Act, and Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and

14(a) of the Exchange Act and Rules 12b-20, 13a-1, and 14a-9 thereunder.

The Commission ordered Eagle to pay $2,600,000 in disgorgement, $750,493 in

prejudgment interest, and a $10,000,000 civil money penalty, for a total of $13,350,493, to the

Commission. In its order, the Commission also created a Fair Fund, pursuant to Section 308(a)

of the Sarbanes-Oxley Act of 2002, so the penalties paid, along with the disgorgement and

interest paid, could be distributed to harmed investors (the “Fair Fund”). The Commission

further ordered that the Fair Fund may be combined with any fund established for the benefit of

harmed investors in SEC v. Ronald D. Paul, 22-cv-06985 (S.D.N.Y.) (the “Related Action”).2

1

Securities Act Rel. No. 11092 (Aug. 16, 2022).

The Commission corrected the Order to add this language, which was inadvertently omitted at the time of

issuance. The Fair Fund has received $431,216.00 from the Related Action in accordance with the Court’s Order

dated October 11, 2023. See Dkt. No. 16, SEC v. Ronald D. Paul, 22-cv-06985 (S.D.N.Y.).

2

The Fair Fund consists of the $13,350,493 collected from the Respondent in this matter

and the $431, 216 collected in the Related Action. The Fair Fund has been deposited in a

Commission-designated account at the U.S. Department of the Treasury, and any accrued

interest will be added to the Fair Fund.

On November 14, 2023, the Commission appointed JND Legal Administration as the

Fund Administrator for the Fair Fund.3

On February 5, 2024, the Division of Enforcement, pursuant to delegated authority,

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”),4

pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”);5 and simultaneously posted the Proposed Plan of Distribution (the

“Proposed Plan”). The Notice advised interested persons that they could obtain a copy of the

Proposed Plan from the Commission’s public website or by submitting a written request to

Allison J.P. Moon, United States Securities and Exchange Commission, 100 F Street, NE,

Washington, DC 20549-1090. The Notice also advised that all persons desiring to comment on

the Proposed Plan could submit their comments, in writing, within 30 days of the Notice. The

Commission received no comments on the Proposed Plan during the comment period.

The Proposed Plan provides for the distribution of the Fair Fund, plus any accrued

interest, less taxes, fees, and expenses, to those investors who purchased or acquired Eagle

Bancorp common stock, traded under the symbol EGBN, on March 2, 2015, through July 17,

2019, inclusive, and suffered a loss as calculated by the methodology used in the plan of

allocation attached to the Proposed Plan as Exhibit A.

The Division of Enforcement now requests that the Commission approve the Proposed

Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s Rules,6

that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted

simultaneously with this order on the Commission’s website at www.sec.gov.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.7

Vanessa A. Countryman

Secretary

See Order Appointing Fund Administrator, Setting Administrator’s Bond Amount, and Authorizing Payment of

Fees and Expenses, Exchange Act Rel. No. 98922 (Nov. 14, 2023).

4

Exchange Act Rel. No. 99465 (Feb. 5, 2024).

5

17 C.F.R. § 201.1103.

6

17 C.F.R. § 201.1104.

7

17 C.F.R. § 200.30-4(a)(21)(iv).

3

2