UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99465 / February 5, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-20963

In the Matter of

Eagle Bancorp, Inc.,

Respondent.

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NOTICE OF PROPOSED PLAN OF 

DISTRIBUTION AND 

OPPORTUNITY FOR COMMENT

Notice is hereby given, pursuant to Rule 1103 of the United States Securities and 

Exchange Commission’s (the “Commission”) Rules on Fair Fund and Disgorgement Plans (the 

“Commission’s Rules”), 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted 

to the Commission a Proposed Plan of Distribution (the “Proposed Plan”) for the distribution of 

monies collected in the above-captioned matter.

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”)1against 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

1

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

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 (“JND”) 

as the Fund Administrator for the Fair Fund.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of 

the Proposed Plan from the Commission’s public website at 

http://www.sec.gov/litigation/fairfundlist.htm. Interested persons may also obtain a written copy 

of the Proposed Plan by submitting a written request to Allison J.P. Moon, United States 

Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. All persons 

who desire to comment on the Proposed Plan may submit their comments, in writing, no later 

than thirty (30) days from the date of this Notice:

1. to the Office of the Secretary, United States Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549-1090;

2. by using the Commission’s Internet comment form 

(http://www.sec.gov/litigation/admin.shtml); or

3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission’s website should include “Administrative 

Proceeding File No. 3-20963” in the subject line. Comments received will be publicly available. 

Persons should submit only information they wish to make publicly available.

THE PROPOSED PLAN

The Net Available Fair Fund is comprised of the $13,350,493.00 in disgorgement, 

prejudgment interest, and civil money penalties paid by the Respondent, plus the $431,216 

collected from the Related Action and any interest and income earned thereon, less taxes, fees, 

and expenses. The Proposed Plan provides for the distribution of the Fair Fund, less taxes and 

administrative costs, to 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. 

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 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.).
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For the Commission, by the Division of Enforcement, pursuant to delegated authority.3

Vanessa A. Countryman

Secretary

3

 17 C.F.R. § 200.30-4(a)(21)(iii).