UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING 

File No. 3-20963

In the Matter of

Eagle Bancorp, Inc.,

Respondent.

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PLAN OF DISTRIBUTION 

I. OVERVIEW

1. The Division of Enforcement submitted this Plan of Distribution (the “Plan”) to 

the United States Securities and Exchange Commission (the “Commission”) pursuant to Rule 

1101 of the Commission’s Rules on Fair Fund and Disgorgement Plans (the “Commission’s 

Rules”), 17 C.F.R. § 201.1101. This Plan provides for the distribution of a Fair Fund (the “Fair 

Fund”), comprised of disgorgement, prejudgment interest, and civil money penalties paid by 

Eagle Bancorp, Inc. (“Eagle” or the “Respondent”) in the above-captioned matter.1

2. As described more specifically below, the Plan seeks to compensate investors 

who were harmed by the Respondent’s conduct described in the Order in connection with Eagle 

Bancorp’s non-disclosure of related party loans. As calculated using the methodology detailed in 

the Plan of Allocation (attached as Exhibit A), investors will be compensated for their losses on 

shares of Eagle Bancorp common stock traded under the symbol EGBN (the “Security”) that 

were purchased or acquired on March 2, 2015, through July 17, 2019, inclusive (the “Relevant 

Period”). In the view of the Commission staff and the Fund Administrator, this methodology 

constitutes a fair and reasonable allocation of the Fair Fund.

3. The Commission has custody of the Fair Fund and shall retain control of the 

assets of the Fair Fund. This Plan is approved by the Commission, and the Commission retains 

jurisdiction over its implementation.

II. BACKGROUND

4. On August 16, 2022, the Commission issued a Corrected Order Instituting Ceaseand-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 

1

 Corrected 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, 

Securities Act Rel. No. 11092 (Aug. 16, 2022) (the “Order”).
2

(the “Order”) against 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 of 

1933 (the “Securities Act”), and Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 14(a) of the 

Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 12b-20, 13a-1, and 14a-9 

thereunder.

5. Investors who purchased or acquired the Security between March 2, 2015, and 

July 17, 2019, inclusive, suffered losses as a result of Eagle’s non-disclosure of related-party 

loans, which caused artificial inflation in the price of the Security and price drops surrounding 

corrective disclosures.

6. 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 the Fair Fund pursuant to Section 308(a) 

of the Sarbanes-Oxley Act of 2002, so the penalty collected, along with the disgorgement and 

interest collected, 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

7. 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.

III. DEFINITIONS

As used in this Plan, the following definitions will apply:

8. “Administrative Costs” shall mean any administrative costs and expenses, 

including without limitation the fees and expenses of the Tax Administrator and the Fund 

Administrator, tax obligations, bond premium expenses, and investment and banking costs.

9. “Claim Form” means the form designed by the Fund Administrator, in 

consultation with the Commission staff, for the filing of claims in accordance with this Plan. 

The Claim Form will require, at a minimum, sufficient documentation reflecting any Preliminary 

Claimant’s purchases and dispositions of the Security during the Relevant Period such that 

eligibility under the Plan can be determined, tax identification and other related information from 

the Preliminary Claimant as determined necessary by the Fund Administrator in coordination 

2

 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.).
3

with the Tax Administrator, and a certification that the Preliminary Claimant is not an Excluded 

Party.

10. “Claim Status Notice” means the notice sent by the Fund Administrator within 

90 days of the Claims Bar Date to any Preliminary Claimant that submitted a deficient Claim 

Form. The Claim Status Notice will provide to each Preliminary Claimant whose claim is 

deficient, in whole or in part, the reason(s) for the deficiency and in the event the claim is denied, 

the Claim Status Notice will state the reason(s) for such denial. The Claim Status Notice will 

also notify the Preliminary Claimant of the opportunity to cure any deficiency, request 

reconsideration, or dispute the determination made by the Fund Administrator, and will provide 

instructions regarding what is required to do so.

11. “Claims Bar Date” means the date established in accordance with this Plan by 

which a Preliminary Claimant’s Claim Form must be postmarked or submitted electronically in 

order to receive consideration under the Plan. The Claims Bar Date shall be 120 days after the 

initial mailing of the Plan Notice. Claim Forms submitted by Preliminary Claimants postmarked 

or received after the Claims Bar Date will not be accepted unless the Fund Administrator is 

directed to do so by the Commission staff.

12. “Class Action” means Siva Stein v. Eagle Bancorp, Inc., et al., Case No. 1:19-cv06873-LGS (S.D.N.Y.).

13. “Class Action Authorized Claimant” means a Person who filed an approved 

claim in the Class Action. Such Persons are Preliminary Claimants.

14. “Class Action Authorized Claim Notice” means the notice that is sent to Class 

Action Authorized Claimants. This notice shall:

(a) inform them of the Fair Fund;

(b) inform them that their approved claim in the Class Action will be 

automatically submitted as a claim to the Fair Fund and will be processed 

according to the provisions of this Plan;

(c) state that they do not need to take any action to be included in the 

distribution unless additional action is requested by the Fund 

Administrator, or unless they wish to amend their Class Action claim to 

include additional transactions;

(d) state that requests to amend a Class Action claim to include additional 

transactions must be made by the Claims Bar Date by submitting a Claim 

Form; and

(e) explain how to submit a Claim Form to amend their Class Action claim, 

including instructions for any online claims process, and how to obtain a 

copy of the approved Plan and Claim Form by request or from the Fair 

Fund’s website.
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15. “Class Action Deficient Claimant” means a Person who filed a claim in the 

Class Action whose claim was determined to be deficient and who failed to cure such deficiency

in the Class Action. Such Persons are Preliminary Claimants.

16. “Class Action Deficient Claim Notice” means the notice that is sent to Class 

Action Deficient Claimants. This notice shall:

(a) inform them of the Fair Fund;

(b) inform them that their deficient claim in the Class Action will be 

automatically submitted as a claim to the Fair Fund and will be processed 

according to the Review of Claims and Deficiency Process set forth in

paragraphs 62 to 66 of this Plan, and that they have an opportunity to cure 

the deficiencies in their Class Action claim pursuant to those provisions;

(c) identify the deficiencies in their claim and explain what they must do to 

cure those deficiencies;

(d) inform them that they may also amend their Class Action claim to include 

additional transactions;

(e) state that requests to add transactions to a Class Action claim must be 

made by submitting a Claim Form by the Claims Bar Date; and

(f) explain how to submit a Claim Form, including instructions for any online 

claims process, and how to obtain a copy of the approved Plan and Claim 

Form by request or from the Fair Fund’s website.

17. “Determination Notice” shall mean the written notice sent by the Fund 

Administrator to all Preliminary Claimants notifying the Preliminary Claimant of its eligibility 

determination. The Determination Notice will further provide each Preliminary Claimant who is 

determined to be an Eligible Claimant with his, her, or its calculated Recognized Loss. The 

Determination Notice will constitute the Fund Administrator’s final ruling regarding the 

eligibility status of the claim.

18. “Distribution Payment” means a payment from the Fair Fund to a Payee in 

accordance with the terms of this Plan.

19. “Eligible Claimant” means a Preliminary Claimant who submitted a valid Claim 

Form and has suffered a Recognized Loss as calculated in accordance with the Plan of 

Allocation, and who is not an Excluded Party.

20. “Excluded Party” shall mean:

(a) The Respondent;
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(b) Present or former officers or directors of Respondent or any assigns, 

creditors, heirs, distributees, spouses, parents, dependent children or 

controlled entities of any of the foregoing Persons or entities;

(c) Any employee or former employee of the Respondent or any of its 

affiliates who has been terminated for cause or has otherwise resigned in 

connection with the conduct described in the Order;

(d) Any Person who, as of the Claims Bar Date, has been the subject of 

criminal charges related to the conduct described in the Order or any 

related Commission action;

(e) Any firm, trust, corporation, officer, or other entity in which Respondent 

has or had a controlling interest;

(f) The Fund Administrator, its employees, and those Persons assisting the 

Fund Administrator in its role as the Fund Administrator; or

(g) Any purchaser or assignee of another Person’s right to obtain a recovery 

from the Fair Fund for value; provided, however, that this provision shall 

not be construed to exclude those Persons who obtained such a right by 

gift, inheritance or devise.

The Claim Form will require claimants to certify that they are not an Excluded Party. All 

Excluded Parties will be deemed ineligible to participate in the distribution of the Fair Fund.

21. “Fair Fund” means the fund created by the Commission pursuant to Section 

308(a) of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by Respondent’s 

violations described in the Order.

22. “Net Available Fair Fund” means the Fair Fund, plus any interest or earnings, 

less Administrative Costs.

23. “Payee” means an Eligible Claimant whose Recognized Loss calculates, in 

accordance with the Plan of Allocation, to a distribution amount equal to or greater than $10.00 

who will receive a Distribution Payment.

24. “Person” means natural individuals as well as legal entities such as corporations, 

partnerships, or limited liability companies.

25. “Plan Notice” means a written notice from the Fund Administrator to Preliminary 

Claimants who are neither Class Action Authorized Claimants nor Class Action Deficient 

Claimants informing them of the Fair Fund; the Plan and its eligibility requirements; explaining 

how to submit a claim, including instructions for any online claims process; and explaining how 

to obtain a copy of the approved Plan and Claim Form by request or from the Fair Fund’s 

website.
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26. “Plan of Allocation” means the methodology used by the Fund Administrator to 

calculate if a Preliminary Claimant has suffered a Recognized Loss. The Plan of Allocation is 

attached as Exhibit A.

27. “Preliminary Claimant” shall mean a Person, or their lawful successors, 

identified by the Fund Administrator as having a possible claim to recover from the Fair Fund 

under this Plan, or a Person asserting, prior to the Claims Bar Date, that he, she, or it has a 

possible claim to recover from the Fair Fund under this Plan as a result of transactions in the 

Security during the Relevant Period, including all Class Action Authorized Claimants or Class 

Action Deficient Claimants.

28. “Recognized Loss” means the amount of loss calculated in accordance with the 

Plan of Allocation.

29. “Relevant Period” means the period of time between March 2, 2015, and July 

17, 2019, inclusive.

30. “Security” refers to shares of Eagle Bancorp common stock and traded under the 

symbol EGBN.

31. “Summary Notice” means the notice published in print or internet media that 

shall include, at a minimum, a statement of the purpose of the Fair Fund and the Plan, the means 

of obtaining a Plan Notice and Claim Form, and the Claims Bar Date. The Summary Notice will 

be published once a week for three weeks starting within 10 days of the initial mailing of the 

Plan Notice.

32. “Third-Party Filer” means a third party, including without limitation a nominee, 

custodian, or an intermediary holding in street name, who is authorized to submit and submits a 

claim(s) on behalf of one or more Preliminary Claimants. Third-Party Filer does not include 

assignees or purchasers of claims that are excluded from receiving Distribution Payments under 

paragraph 20 above.

IV. TAX COMPLIANCE

33. On May 17, 2023, the Commission appointed Heffler, Radetich & Saitta, LLP as 

the tax administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of 

the Fair Fund.

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 The Tax Administrator will be compensated for reasonable fees and expenses 

from the Fair Fund in accordance with its 2022 to 2024 Engagement Letter Agreement with the 

Commission.4

34. The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section 

468B(g) of the Internal Revenue Code of 1986, as amended [26 U.S.C. § 468B(g)], and related 

regulations 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the 

administrator of such QSF for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the 

3

 See Order Appointing Tax Administrator, Exchange Act Rel. No. 97517 (May 17, 2023).

4

 See Omnibus Order Directing the Engagement of Two Tax Administrators for Appointment on a Case-By-Case 

Basis in Administrative Proceedings that Establish Distribution Funds, Exchange Act Rel. No. 94845 (May 4, 2022).
7

tax-related administrative requirements imposed by Treas. Reg. § 1.468B-2, including but not 

limited to:

(a) Obtaining a taxpayer identification number;

(b) Requesting funds necessary for the timely payment of all applicable taxes, 

the payment of taxes for which the Tax Administrator has received funds, 

and the filing of applicable returns; and

(c) Fulfilling any information reporting or withholding requirements required 

for distributions from the Fair Fund.

35. All tax obligations will be paid from the Fair Fund, subject to the review and 

approval of Commission staff.

V. FUND ADMINISTRATOR

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

the fund administrator for the Fair Fund (the “Fund Administrator”),5I and the Fund 

Administrator has obtained a bond in the amount of $13,781,709, as ordered.6 Pursuant to Rule 

1105(a) of the Commission’s Rules, 17 C.F.R. § 201.1105(a), the Fund Administrator may be 

removed at any time by order of the Commission or hearing officer.

37. The Fund Administrator will be responsible for administering the Fair Fund in 

accordance with the Plan. This will include, among other things, taking reasonable steps to 

identify and contact Preliminary Claimants; obtaining and updating mailing information for 

Preliminary Claimants; establishing a website and staffing a call center to address inquiries 

during the claims process; developing a claims database; preparing accountings; cooperating 

with the Tax Administrator appointed by the Commission to satisfy any tax liabilities and to 

ensure compliance with income tax reporting requirements, including but not limited to Foreign 

Account Tax Compliance Act (“FATCA”); advising Preliminary Claimants of deficiencies in 

claims and providing an opportunity to cure any documentary defects; taking antifraud measures, 

such as identifying false, ineligible, and overstated claims; making determinations under the 

criteria established herein as to Preliminary Claimant’s eligibility; advising Preliminary 

Claimants of final claim determinations; disbursing the Fair Fund in accordance with this Plan, 

as ordered by the Commission; and researching and reconciling errors and reissuing payments, 

when possible.

38. To carry out the purposes of this Plan, the Fund Administrator is authorized to 

make and implement immaterial changes to the Plan upon agreement of the Commission staff. If 

a change is deemed to be material by the Commission staff, Commission approval is required 

prior to implementation by amending the Plan.

5

JND also served as the administrator of the Class Action settlement fund and possesses all the claims that were 

submitted in the Class Action.

6

 See Order Appointing Fund Administrator and Setting Bond Amount, Exchange Act Rel. No. 98922 (Nov. 14, 

2023).
8

39. The Fund Administrator may extend any procedural deadline contained in the 

Plan for good cause shown, if agreed upon by the Commission staff.

40. The Fund Administrator is authorized to enter into agreements with third parties 

as may be appropriate or necessary in the administration of the Fair Fund, provided such third

parties are not excluded pursuant to other provisions of this Plan. In connection with such 

agreements, the third parties shall be deemed agents of the Fund Administrator under this Plan.

41. The Fund Administrator will be entitled to payment from the Fair Fund of 

reasonable fees and expenses, including the bond premium, incurred in the performance of its 

duties (including any such fees and expenses incurred by agents, consultants or third parties 

retained by the Fund Administrator in furtherance of its duties).

VI. ADMINISTRATION OF THE FAIR FUND

Identification of and Notification to Preliminary Claimants

42. The Fund Administrator will, insofar as practicable, use its best efforts to 

identify Preliminary Claimants, in addition to those claimants already identified through their 

participation in the Class Action, by reviewing trading records, obtaining records from 

registered broker-dealers and investment advisors, and seeking information from any other 

source available to it. The Fund Administrator may also engage a third-party firm, after 

consultation with and approval of the Commission staff, to assist in identifying Preliminary 

Claimants to maximize the participation rate in the Fair Fund.

43. Within 60 days after Commission approval of the Plan, the Fund Administrator 

shall:

(a) design and submit the Plan Notice, Class Action Authorized Claim Notice, 

Class Action Deficient Claim Notice, and the Claim Form to the 

Commission staff for review and approval;

(b) create a mailing and claim database of all Preliminary Claimants based 

upon information identified by the Fund Administrator;

(c) run a National Change of Address search to retrieve updated addresses for 

all records in the database, thereby ensuring the mailing information for 

Preliminary Claimants is up-to-date;

(d) email and/or mail a notice, as applicable, to each Preliminary Claimant 

identified by the Fund Administrator and a Plan Notice to the Fund 

Administrator’s list of banks, brokers, and other nominees in accordance 

with paragraph 48 below;

(e) establish and maintain a website devoted solely to the Fair Fund. The Fair 

Fund’s website, located at www.EagleBancorpFairFund.com, will make 

available a copy of the approved Plan; provide information regarding the 

claims process and eligibility requirements for participation in the Fair 
9

Fund in the form of frequently asked questions; include in downloadable 

form the Plan Notice, the Class Action Authorized Claim Notice, the Class 

Action Deficient Claim Notice, the Claim Form, and other related 

materials; and such other information the Fund Administrator believes will 

be beneficial to Preliminary Claimants;

(f) establish and maintain a toll-free telephone number, 888-995-0214, for 

Preliminary Claimants to call to speak to a live representative of the Fund 

Administrator during its regular business hours, or, outside of such hours, 

to hear prerecorded information about the Fair Fund. The toll-free number 

will be listed on all correspondence from the Fund Administrator to 

Preliminary Claimants as well as on the Fair Fund’s website; and

(g) establish and maintain a traditional mailing address and an email address,

which will be listed on all correspondence from the Fund Administrator to 

Preliminary Claimants as well as on the Fair Fund’s website.

44. The Fund Administrator will publish the Summary Notice on the internet and/or 

in print media acceptable to Commission staff once a week for three weeks starting three times 

and will appear within 10 days of the initial mailing of the Plan Notice.

45. The Commission staff retains the right to review and approve any material posted 

on the Fair Fund’s website, any material mailed, and any scripts used in connection with any 

communication with Preliminary Claimants.

46. In all materials that refer to the Claims Bar Date, the filing deadline will be 

clearly identified with the calendar date, which is 120 days from the date of the initial mailing of 

the Plan Notice.

47. Subject to the limitation identified in paragraph 50, the Fund Administrator will

promptly provide a Plan Notice and/or Claim Form to any Preliminary Claimant upon request 

made via mail, phone, or email prior to the Claims Bar Date.

48. The Fund Administrator will send by mail, email, or other means, the Plan Notice 

to the Fund Administrator’s list of banks, brokers, and other nominees, as well as any other 

institutions identified during the outreach process that may have records of the Security during 

the Relevant Period (collectively, the “Nominees or Custodians”). The Fund Administrator will 

request that these entities, to the extent that they were record holders for beneficial owners of the 

Security:

(a) within 14 days of the Nominees’ or Custodians’ receipt of the Plan Notice, 

notify and send the Plan Notice to the respective beneficial owners, and, as 

requested, provide to the beneficial owners a Claim Form, so that the 

beneficial owners may timely file a claim. The burden will be on the 

Nominees or Custodians to ensure the claims process information, 

including, if requested, the Plan Notice and Claim Form, and other 

relevant materials, is properly disseminated to the beneficial owners; 

and/or
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(b) provide to the Fund Administrator, within 14 days of receipt of the Plan 

Notice, a list of last known names and addresses for all beneficial owners 

for whom/which they purchased, as the record holder, the Security during 

the Relevant Period, so that the Fund Administrator can communicate with 

the beneficial owners directly.

49. An unlimited number of Plan Notices and Claim Forms may be downloaded by 

the Nominees or Custodians. In the event paper copies are needed, the Fund Administrator may 

provide no more than 50 additional copies of the materials relevant to submitting a claim to any 

Nominee or Custodian requesting it for the purpose of distribution to beneficial owners.

50. Documented reasonable out-of-pocket expenses incurred by the Nominees or the 

Custodians, which would not have been incurred but for compliance with paragraph 48 above, 

shall be reimbursed from the Fair Fund. The amount of such expenses allowed will be at the 

discretion of the Fund Administrator, in consultation with the Commission staff. Unless 

otherwise determined by the Fund Administrator in consultation with the Commission staff, outof-pocket expenses based on the following rates will be considered reasonable:

(a) a maximum of $0.03 per Plan Notice and/or Claim Form, plus postage at 

the pre-sort postage rate per Plan Notice and/or Claim Form actually 

mailed;

(b) a maximum of $0.05 per email of the Plan Notice with a link to the Claim 

Form; or

(c) $0.20 per name, address, and email address provided to the Fund 

Administrator, up to a maximum of amount of $1,500.00.

51. The Fund Administrator will attempt to locate any Preliminary Claimant whose 

mailing is returned as “undeliverable” and will document all such efforts. The Fund 

Administrator shall use its best efforts to make use of commercially available resources and other 

reasonably appropriate means to obtain updated addresses in response to “undeliverable” notices 

and forward any returned mail for which an updated address is provided or obtained. The Fund 

Administrator will make available, upon request by the Commission staff, a list of all 

Preliminary Claimants whose mailings have been returned as “undeliverable” due to incorrect 

addresses, and for which the Fund Administrator has been unable to locate current addresses.

Filing a Claim

52. To avoid being barred from asserting a claim, on or before the Claims Bar Date, 

each Preliminary Claimant who would like to submit a new claim or amend an existing claim 

must submit to the Fund Administrator a properly completed Claim Form reflecting such 

Preliminary Claimant’s claim, together with all required supporting documentation as the Fund 

Administrator, in its discretion, deems necessary or appropriate to substantiate the claim. 

Without limitation, this information may include third party documentary evidence of purchases 

and dispositions of the Security during the Relevant Period and holdings of the Security at 

pertinent dates.
11

53. To avoid being barred from amending a Class Action claim, on or before the 

Claims Bar Date, any Class Action Authorized Claimant or Class Action Deficient Claimant who 

wishes to add transactions to their Class Action claim must submit to the Fund Administrator a 

properly completed Claim Form reflecting such additional transactions, together with all required 

supporting documentation as described in the preceding paragraph.

54. Electronic claims submission is encouraged. The notices will include instructions 

on how Preliminary Claimants can submit their claims or amend an existing claim electronically 

via the Fair Fund’s website. If using theweb-based claim filing option, a Preliminary Claimant 

must submit his, her, or its claim to the Fund Administrator by 11:59 p.m. EST on the Claims 

Bar Date. The Plan Notice will also include instructions for submission of claims if the 

Preliminary Claimant is unable to submit his, her, or its claim electronically.

55. The burden will be upon the Preliminary Claimant to ensure that his, her, or its 

Claim Form has been properly and timely received by the Fund Administrator. A Claim Form 

that is postmarked or otherwise received after the Claims Bar Date will not be accepted unless 

the deadline is extended by the Fund Administrator for good cause shown, and after consultation 

with the Commission staff.

56. All Claim Forms and supporting documentation necessary to determine a 

Preliminary Claimant’s eligibility to receive a distribution from the Fair Fund under the terms of 

the Plan must be endorsed by a declaration executed by the Preliminary Claimant under penalty 

of perjury under the laws of the United States. The declaration must be executed by the 

Preliminary Claimant, unless the Fund Administrator accepts such declaration from a Person 

authorized to act on the Preliminary Claimant’s behalf, whose authority is supported by such 

documentary evidence as the Fund Administrator deems necessary.

57. When submitting claims to the Fair Fund on behalf of its clients, all Third-Party 

Filers must use the electronic filing template provided by the Fund Administrator in this matter. 

Third-Party Filers that do not comply with the template and format provided by the Fund 

Administrator may be rejected. Third-Party Filers must also submit a signed master proof of 

claim and release, as well as proof of authority to file on behalf of the claimant(s) at the time the 

electronic file of transactions is submitted. Failure to do so may result in rejection of the claim.

58. Each Third-Party Filer must establish the validity and amount of each claim in its 

submission. Third-Party Filers must submit such supporting documentary evidence of 

purchases, dispositions, and holdings of the Security as the Fund Administrator deems necessary 

or appropriate to substantiate each individual claim. Without limitation, this includes the 

complete name of the Preliminary Claimant (beneficial account owner) and their SSN (for 

individuals) or TIN (for entities), sufficient contact information to confirm the identity of the 

beneficial owner, and documentation from the original bank, broker or other institution of 

purchases and dispositions of the Security (account statements, confirmations, and other 

documentation of purchases and dispositions), as well as holdings of the Security on pertinent 

dates. The Fund Administrator will have the right to request, and the Third-Party Filer will have 

the burden of providing to the Fund Administrator, any additional information and/or 

documentation deemed necessary by the Fund Administrator to substantiate the claim(s) 

contained in the submission. Documentation from a Third-Party Filer that is not acceptable to 
12

the Fund Administrator will result in rejection of the affected claim(s). The determination of the 

Fund Administrator to reject a claim for insufficient documentation, as reflected in the 

Determination Notice, is final and within the discretion of the Fund Administrator.

59. The receipt of the Security by gift, inheritance, devise, or operation of law will 

not be deemed to be a purchase of the Security, nor will it be deemed an assignment of any claim 

relating to the purchase of such Security, unless specifically so provided in the instrument of 

inheritance. The recipient of the Security as a gift, inheritance, devise or by operation of law will 

be eligible to file a Claim Form and participate in the distribution of the Fair Fund to the extent 

the original purchaser would have been eligible under the terms of the Plan. Only one claim may 

be submitted regarding the same transactions in Security, and in cases where duplicative claims 

are filed by the donor and donee, the donee claim will be honored, assuming it is supported by 

proper documentation.

60. Claims on behalf of a retirement plan covered by Section 3(3) of ERISA, 29 

U.S.C.§ 1002(3), which do not include Individual Retirement Accounts and such plan’s 

participants, are properly made by the administrator, custodian, or fiduciary of the plan and not 

by the plan’s participants. The Fund Administrator will distribute any payments on such claims 

directly to the administrator, custodian, or fiduciary of the retirement plan. The custodian or 

fiduciary of the retirement plan will distribute any payments received in a manner consistent with 

its fiduciary duties and the governing account or plan provisions.

61. Each Preliminary Claimant has the burden of notifying the Fund Administrator of 

any change in his, her or, its current address and other contact information and ensuring that such 

information is properly reflected on the Fund Administrator’s records.

Review of Claims and Deficiency Process

62. The Fund Administrator will review all claim submissions and determine the 

eligibility of each Preliminary Claimant to participate in the Fair Fund by reviewing claim data 

and supporting documentation (or the lack thereof) and verifying the claim. Each Preliminary 

Claimant will have the burden of proof to establish the validity and amount of his, her, or its 

claim. The Fund Administrator will have the right to request, and the Preliminary Claimant 

will have the burden of providing to the Fund Administrator, any additional information and/or 

documentation that the Fund Administrator deems relevant.

63. The Fund Administrator will provide a Claim Status Notice within 90 days of the

Claims Bar Date to each Preliminary Claimant who has filed a deficient Claim Form with the 

Fund Administrator. The Claim Status Notice will provide to each Preliminary Claimant whose 

claim is deficient, in whole or in part, the reason(s) for the deficiency (e.g., failure to provide 

required information or documentation). In the event the claim is denied, in whole or in part, the 

Claim Status Notice will state the reason(s) for such denial. The Claim Status Notice will also 

notify the Preliminary Claimant of the opportunity to cure any deficiency, request 

reconsideration, or dispute the determination made by the Fund Administrator and provide 

instructions regarding what is required to do so.
13

64. Any Preliminary Claimant with a deficient claim will have 30 days from the date 

of the Claim Status Notice to cure any deficiencies identified in theClaim Status Notice.

65. Any Preliminary Claimant seeking reconsideration of a denied claim must submit 

their request to the Fund Administrator, in writing, within 30 days of the date ofthe Claim Status 

Notice. All requests for reconsideration must include the necessary documentation to 

substantiate the basis upon which the Preliminary Claimant is requesting reconsideration of his, 

her, or its claim.

66. The Fund Administrator will have the authority, in its sole discretion, to waive 

technical claim deficiencies and approve claims on a case-by-case basis, or in groups of claims.

Claims Eligibility Determination

67. Within 180 days of the Claims Bar Date, the Fund Administrator will complete all 

claims determinations and send a Determination Notice to all Preliminary Claimants who timely 

submitted a Claim Form, including Class Action Authorized Claimants and Class Action 

Deficient Claimants, notifying the Preliminary Claimant of its eligibility determination. The 

Determination Notice will further provide to each Preliminary Claimant that is determined to be 

an Eligible Claimant with his, her, or its calculated Recognized Loss. The Determination Notice 

will constitute the Fund Administrator’s final ruling regarding the eligibility of the claim.

68. The Fund Administrator may consider disputes of an Eligible Claimant’s 

Recognized Loss calculation if presented in writing to the Fund Administrator within 30 days of 

the date of the Determination Notice. The Fund Administrator will consult with Commission 

staff as appropriate. Within 30 days of receiving an Eligible Claimant’s dispute, the Fund 

Administrator will notify the Eligible Claimant, in writing, of its calculation of the Eligible 

Claimant’s Recognized Loss after considering the dispute. This notice will constitute the Fund 

Administrator’s final ruling regarding the Recognized Loss calculations for the claim.

Distribution Methodology

69. Any Preliminary Claimant, who submitted a valid Claim Form and has suffered a 

Recognized Loss, as calculated in accordance with the Plan of Allocation, and who is not an 

Excluded Party will be deemed an Eligible Claimant. 

70. No Distribution Payments will be made for less than $10.00. If an Eligible 

Claimant’s Recognized Loss, in accordance with the Plan of Allocation, calculates to a 

distribution amount less than $10.00, that Eligible Claimant will be deemed ineligible to receive 

a Distribution Payment and his, her, or its distribution amount will be reallocated on a pro rata

basis to Eligible Claimants whose distribution amounts are greater than or equal to $10.00. All 

Eligible Claimants whose Recognized Loss calculates to a distribution amount equal to or greater 

than $10.00 will be deemed a Payee and will receive a Distribution Payment.

Establishment of a Reserve

71. Before determining the amount of funds available for distribution and calculating 

each Payee’s Distribution Payment, the Fund Administrator, in conjunction with the Tax 
14

Administrator, will establish a reserve to pay Administrative Costs and to accommodate any 

unexpected expenditures (the “Reserve”).

72. After all disbursements and Administrative Costs are paid, any remaining 

amounts in the Reserve will become part of the Residual described in paragraph 94 below.

Preparation of the Payment File

73. Within 105 days following the date of the Determination Notices described above

in paragraph 67, the Fund Administrator will compile and send to the Commission staff the 

Payee information, including the name, address, calculated Recognized Loss, and the amount of 

the Distribution Payment for all Payees (the “Payee List”). The Fund Administrator will also 

provide a Reasonable Assurances Letter to the Commission staff representing that the Payee 

List: (a) was compiled in accordance with the approved Plan; (b) is accurate as to Payees’ names, 

addresses, Recognized Losses and amounts of their Distribution Payment; (c) includes the 

number of Payees compensated; (d) includes the percentage of the Payee’s Recognized Loss 

being compensated by the disbursement from the Fair Fund, and, if applicable, the total 

percentage to include all prior disbursements; (e) includes the total amount of funds to be 

disbursed, and if applicable, includes the total amount of such funds to be withheld pursuant to 

paragraph 84(b) below; and (f) provides all information necessary to make a payment to each 

Payee.

The Escrow Account

74. Prior to the disbursement of funds from the Net Available Fair Fund, the Fund 

Administrator will establish an escrow account (the “Escrow Account”) with a United States 

commercial bank that is a well-capitalized financial institution as defined by the Federal Reserve 

Act, Subpart D, 12 C.F.R. § 208.43 and that is not unacceptable to the Commission staff (the 

“Bank”), pursuant to an escrow agreement (the “Escrow Agreement”) to be provided by 

Commission staff.

75. The Fund Administrator, pursuant to the Escrow Agreement, shall also establish 

with the Bank a separate deposit account (e.g., controlled distribution account, managed 

distribution account, linked checking and investment account) (the “Distribution Account”), 

insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC pass 

through limit. The Distribution Account shall be linked with the Escrow Account and both shall 

be named, and records maintained, in accordance with the Escrow Agreement.

76. During the term of the Escrow Agreement, the portions of the Fair Fund 

transferred to the Escrow Account (the “Escrow Property”), shall be invested and reinvested in 

short-term U.S. Treasury securities backed by the full faith and credit of the United States 

Government or an agency thereof. The investment shall be of a type and term necessary to meet 

the cash liquidity requirements for payments to Payees, tax obligations, and/or fees of the Tax 

Administrator and/or Fund Administrator, including investment or reinvestment in a bank 

account insured by the FDIC up to the guaranteed FDIC limit, or in money market mutual funds 

registered under the Investment Company Act of 1940 that invest 100% of their assets in direct 

obligations of the United States Government.
15

77. The Fund Administrator shall provide duplicate original bank and/or investment 

statements on any accounts established by the Fund Administrator to the Tax Administrator on a 

monthly basis and shall assist the Tax Administrator in obtaining mid-cycle statements as 

necessary.

78. The Fund Administrator shall deposit or invest funds in the Escrow and 

Distribution Accounts so as to achieve the maximum reasonable net return, taking into account 

the safety of such deposits or investments. In consultation with Commission staff, the Fund 

Administrator shall work with the Bank on an ongoing basis to determine an allocation of funds 

between the Escrow and Distribution Accounts.

79. All interest, dividends, and/or income earned by the Escrow Property will accrue 

for the benefit of the Fair Fund. All Administrative Costs associated with the Escrow and 

Distribution Accounts will be the responsibility of the Fund Administrator, who may be 

reimbursed for said costs as provided in this Plan. No such Administrative Costs may be paid to 

the Bank, its agents, and/or its affiliates from the Escrow Property.

Distribution of the Fair Fund

80. The Fund Administrator will seek to distribute the Net Available Fair Fund to all 

Payees only after all Claim Forms have been processed and all Preliminary Claimants whose 

claims have been rejected or disallowed, in whole or in part, have been notified and provided the 

opportunity to contest or cure pursuant to the procedures set forth herein.

81. Upon the Commission’s staff’s receipt, review, and acceptance of the Payee List 

and Reasonable Assurances Letter from the Fund Administrator, the Commission staff will seek 

an Order from the Commission pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17 

C.F.R. § 201.1101(b)(6), to disburse funds from the Net Available Fair Fund to the Bank in 

accordance with the Payee List for distribution by the Fund Administrator in accordance with the 

Plan. All disbursements will be made pursuant to a Commission Order.

82. Upon issuance of an Order to disburse, the Commission staff will direct the transfer 

of funds in accordance with the Payee List to the Bank. The Fund Administrator will then use its 

best efforts to commence mailing Distribution Payment checks and/or effect wire transfers 

within 10 business days of the release of the funds into the Escrow Account. All efforts will be 

coordinated to limit the time between the Escrow Account’s receipt of the funds and the issuance 

of Distribution Payments.

83. All Distribution Payments will be issued by the Fund Administrator from the 

Distribution Account. All checks will bear a stale date of 120 days from the date of issuance. 

Reissuance of a check must be requested before the stale date, and such request is governed by 

paragraph 90 below. 

84. All Distribution Payments will be preceded or accompanied by a communication 

that includes, as appropriate: (a) a statement characterizing the distribution; (b) a statement that 

the tax treatment of the distribution is the responsibility of each Payee and that the Payee should 

consult his, her, or its tax advisor for advice regarding the tax treatment of the distribution, 

however, any backup withholding required under IRC § 3406(a) and the regulations promulgated 
16

thereunder, or withholding required with respect to nonresident aliens (“NRAs”) under Chapter 3 

of the IRC, or FATCA-subject Payees under Chapter 4 of the IRC, will be withheld as required 

from the Distribution Payment and remitted to the Internal Revenue Service on the Payee’s 

behalf; (c) a statement that checks will be void and cannot be reissued after 120 days from the 

date the original check was issued; and (d) contact information for the Fund Administrator for 

questions regarding the Distribution Payment. The letter or other mailings to Payees 

characterizing a Distribution Payment will be prepared by the Tax Administrator and provided to 

the Commission staff for review and approval.

85. All Distribution Payments, either on their face or in the accompanying mailing, 

will clearly indicate that the money is being distributed from the Fair Fund established by the 

Commission to compensate investors for harm caused by securities law violations.

86. Distribution Payments must be made by check or electronic payment payable to 

the Payee (the beneficial account owner). A Third-Party Filer shall not be the payee of any 

Distribution Payment check or electronic Distribution Payment. Compensation to a Third-Party 

Filer for its services may not be paid or deducted from the Distribution Payment.

87. The submission of a Claim Form and the receipt and acceptance of a Distribution 

Payment by a Payee is not a release of a Payee’s rights and claims against any party

88. Electronic or wire transfers may be utilized at the discretion of the Fund 

Administrator to transfer approved Distribution Payments to filers of claims on behalf of 20 or 

more Payees. Wire transfers will be initiated by the Fund Administrator using a two-party check 

and balance system, whereby completion of a wire transfer will require an authorization by two 

members of the Fund Administrator’s senior staff.

Post Distribution; Handling of Returned or Uncashed Checks; and Reissues

89. The Fund Administrator shall use its best efforts to make use of commercially 

available resources and other reasonably appropriate means to locate all Payees whose checks 

are returned to the Fund Administrator as “undeliverable.” If new address information becomes 

available, the Fund Administrator will repackage the distribution check and send it to the new 

address. If, within 120 days after the initial mailing of the distribution check, new address 

information for the Payee is not available, or if the distribution check is returned again, the Fund 

Administrator will void the distribution check, and in its discretion may remove such Payee from 

the distribution, and the allocated Distribution Payment will remain in the Fair Fund for 

distribution, if feasible, to the remaining Payees.

90. The Fund Administrator will reissue checks to Payees upon the receipt of a valid, 

written request from the Payee prior to the initial stale date. In cases where a Payee is unable to 

endorse a Distribution Payment check as written (e.g., name changes, IRA custodian changes, or 

recipient is deceased) and the Payee or a lawful representative requests the reissuance of a 

Distribution Payment check in a different name, the Fund Administrator will request, and must 

receive, documentation to support the requested change. The Fund Administrator will review the 

documentation to determine its authenticity and the propriety of the change request. If, in the 

discretion of the Fund Administrator, such change request is properly documented, the Fund 
17

Administrator will issue an appropriately redrawn Distribution Payment to the requesting party. 

Reissued checks will be void 30 days from the reissuance, and in no event will a check be 

reissued after 120 days from the date of the original issuance without the approval of 

Commission staff.

91. The Fund Administrator will make reasonable efforts to contact Payees who have 

failed to negotiate their Distribution Payment check and take appropriate action to follow up on 

the status of uncashed checks at the request of Commission staff. The Fund Administrator may 

reissue such checks subject to the time limits detailed herein. If a Distribution Payment remains 

uncashed after the stale date the Fund Administrator will instruct the Bank to issue a stop 

payment on the check. The Fund Administrator, in its discretion, may remove such Payee from 

the distribution, and the allocated Distribution Payment will remain in the Fair Fund for 

distribution, if feasible, to the remaining Payees.

Administrative Costs

92. All Administrative Costs will be paid from the Fair Fund in accordance with the 

Commission’s Rules. Upon completion of the final distribution, the Fund Administrator shall 

make arrangements, in consultation with the Commission staff, for the final payment of all 

Administrative Costs.

Disposition of Undistributed Funds

93. If funds remain following the initial distribution, the Fund Administrator, in 

consultation with the Commission staff, may seek subsequent distribution of any remaining 

funds, pursuant to the Commission’s Rules.

94. A residual will be established for any amounts remaining after the final 

disbursement to Payees from the Fair Fund (the “Residual”). The Residual could include funds 

from, among other things, amounts remaining in the Reserve, distribution checks that have not 

been cashed, checks or electronic payments that were not delivered or were returned to the 

Commission, and tax refunds received due to the Fair Fund’s overpayment of taxes or for waiver 

of IRS penalties.

95. Upon completion of the final distribution, the Fund Administrator will direct the 

Bank to stop payment on all uncashed distribution checks and return any funds remaining in the 

Escrow and Distribution Accounts to the Commission to become part of the Residual.

96. All funds remaining in the Residual that are infeasible to distribute to investors 

will be returned to the Commission and transferred to the U.S. Treasury after the Commission 

approves the final accounting. Returning such money to Respondent would be inconsistent with 

the equitable principle that no Person should profit from their own wrongdoing. Therefore, in 

these circumstances, distributing disgorged funds to the U.S. Treasury is the most equitable 

alternative. 
18

Filing of Reports and Accountings

97. In accordance with Rule 1105(f) of the Commission’s Rules, the Fund 

Administrator shall provide to the Commission staff a progress report and a quarterly account 

statement in a format to be provided by Commission staff within 45 days of the Commission’s 

approval of the Plan and shall provide to Commission staff additional reports and quarterly 

account statements within 10 days after the end of every calendar quarter. Such progress reports 

shall inform the Commission staff of the activities and status of the Fair Fund during the 

reporting period, and shall specify, at a minimum, the location of the account(s) comprising the 

Fair Fund, including among other things, an interim accounting of all monies in the Fair Fund.

98. When the final distribution is completed, the Fund Administrator shall provide to 

Commission staff a final report summarizing all tasks undertaken and the outcome of its 

administrative efforts, which will also include the final distribution statistics regarding 

distributions to individuals and entities, and such other information requested by the Commission 

staff. The Fund Administrator will also submit in accordance with Rule 1105(f) of the 

Commission’s Rules, a final accounting of all monies received, earned, spent, and distributed in 

connection with the administration of the Plan in a format provided by the Commission staff. 

Miscellaneous

99. When administering this Plan, the Fund Administrator, and/or each of its 

designees, agents and assigns, may rely on: all applicable law; orders issued by the Commission, 

including orders issued by delegated authority; orders issued by an administrative law judge, if 

any, appointed in this proceeding; and any records, including records containing investor 

information, provided by Commission staff.

Wind-down and Document Retention

100. The Fund Administrator will shut down the website, P.O. Box, and customer 

service telephone line(s) established specifically for the administration of the Fair Fund six 

months after the transfer of any remaining funds to the Commission, or at such earlier time that 

the Fund Administrator determines is appropriate, with the concurrence of the Commission staff.

101. The Fund Administrator will retain all materials submitted by Preliminary 

Claimants in either paper or electronic form for a period of six years from the date of approval of 

a final accounting. Materials maintained in electronic form must be accessible and readable for 

the duration of retention. Upon expiration of this period, and pursuant to the Commission staff’s 

direction, the Fund Administrator will either turn over to the Commission or destroy all 

materials, including documents in any media.

Receipt of Additional Funds

102. Should any additional funds be received pursuant to Commission or Court order, 

agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such funds will 

be added to the Fair Fund and distributed, if feasible, in accordance with the Plan, pursuant to the 

Commission’s Rules.
19

Termination of the Fair Fund

103. The Fair Fund will be eligible for termination and the Fund Administrator will be 

eligible for discharge after all of the following have occurred (a) a final accounting in a standard 

accounting format provided by the Commission staff has been submitted by the Fund 

Administrator and approved by the Commission; (b) all Administrative Costs have been paid; 

and (c) any amount remaining in the Fair Fund has been returned to the Commission for transfer 

to U.S. Treasury.

104. Once the Commission has approved the final accounting, the Commission staff 

will seek an order from the Commission authorizing (a) transfer of any amounts remaining in the 

Fair Fund that are infeasible to return to investors, and any amounts received by the Fair Fund in 

the future that are infeasible to return to investors, to the U.S. Treasury, subject to Section 

21F(g)(3) of the Exchange Act; (b) discharge of the Fund Administrator; (c) cancellation of the 

Fund Administrator’s bond; and (d) termination of the Fair Fund.

105. Once the Fair Fund has been terminated and funds, if any, are transferred to the 

U.S. Treasury, no further claims will be allowed, and no additional payments will be made 

whatsoever.
1

Exhibit A

PLAN OF ALLOCATION

This Plan of Allocation1is designed to compensate investors based on their losses on 

shares of Eagle Bancorp common stock traded under the symbol EGBN (the “Security”) 

purchased or acquired on March 2, 2015, through July 17, 2019, inclusive (the “Relevant 

Period”), due to Eagle Bancorp’s non-disclosure of related-party loans. Preliminary Claimants 

who did not purchase or acquire shares of the Security during the Relevant Period or who are an 

Excluded Party are ineligible to recover under this Plan. A Preliminary Claimant who submits a 

valid Claim Form, who suffered a Recognized Loss, and who is not an Excluded Party will be 

deemed an Eligible Claimant. Artificial inflation in the price of the Security over various date 

ranges surrounding corrective disclosures and average closing prices of the Security have been 

calculated by Commission’s staff economists and are reflected below in Table A and Table B, 

respectively.

The Fund Administrator will calculate the amount of loss for each share of the Security 

purchased or acquired during the Relevant Period (“Recognized Loss per Share”) as follows.

I. For each share of the Security purchased or acquired on March 2, 2015, through 

July 17, 2019, and

A. Sold prior to December 1, 2017, the Recognized Loss per Share is $0.00.

B. Sold on or after December 1, 2017, and prior to the close of trading on 

July 17, 2019, the Recognized Loss per Share is the lesser of:

1. the amount of inflation per share on the purchase/acquisition date 

as set forth in Table A below minus the amount inflation per share 

on the sale date as set forth in Table A; or

2. the purchase/acquisition price minus the sale price.

C. Sold after the close of trading on July 17, 2019, and prior to the close of 

trading on October 15, 2019 (i.e., during the “Lookback Period”), the 

Recognized Loss per Share is the least of:

1. the amount of inflation per share on the purchase/acquisition date 

as set forth in Table A; or

2. the purchase/acquisition price minus the sale price; or

3. the purchase/acquisition price minus the moving average closing 

price of the Security on the sale date as set forth in Table B.

1

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.
2

D. Held as of the close of trading on October 15, 2019, the last day of the 

Lookback Period, the Recognized Loss per Share is the lesser of:

1. the amount of inflation per share on the purchase/acquisition date 

as set forth in Table A; or

2. the purchase/acquisition price minus $41.35, the average closing 

price of the Security during the Lookback Period, as shown in the 

last row in Table B.

II. For shares of the Security purchased or acquired to cover a short position, the 

Recognized Loss per Share is as follows:

A. For shares purchased between December 4, 2017, and July 17, 2019, 

inclusive, to cover a short position opened between March 2, 2015, and 

November 30, 2017, inclusive, the Recognized Loss per Share is the lesser 

of:

1. the purchase price to cover minus the short sale price; or

2. $6.49.2

B. For all other purchases to cover a short position, the Recognized Loss per 

Share is $0.00.

If the Recognized Loss per Share calculates to a negative number, reflecting a gain, the 

Recognized Loss per Share on such shares will be $0.00.

All prices mentioned in the calculations exclude all taxes, fees and commissions. 

Purchases/acquisitions and sales shall be deemed to have occurred on the “contract” or “trade” 

date as opposed to the “settlement” or “payment” date.

Additional Provisions

FIFO Methodology: Multiple purchases/acquisitions and sales of the Security during the 

Relevant Period will be matched according to the first-in, first-out (“FIFO”) method. The 

earliest sales during the Relevant Period will be matched first against any holdings at the opening 

of the Relevant Period. Once all initial holdings have been matched, or in the event that there are 

no beginning holdings, then any further sales will be matched against the earliest Relevant 

Period purchases/acquisitions and chronologically thereafter. The FIFO methodology for short 

sales is described below in “Short Sales.”

Acquisitions: The receipt or grant of the Security by gift, devise, inheritance, or 

operation of law during the Relevant Period is not considered an eligible purchase if the original 

2

 This is the share price reaction to Eagle Bancorp’s December 4, 2017 denial of a short-seller report on 

December 1, 2017 as calculated by Commission’s staff economists.
3

purchase did not occur during the Relevant Period. Shares acquired outside the Relevant Period 

will be excluded from the calculation of the Recognized Loss.

Options and Derivatives: EGBN common stock is the only security eligible for recovery 

under this Plan. Option contracts to purchase or sell the Security are not eligible for recovery 

under the Plan. With respect to the Security purchased or sold through the exercise of an option, 

the purchase/sale date is the option’s exercise or assignment date, and the purchase/sale price is 

the option’s strike price at the time of exercise or assignment. Transactions in the Security 

during the Relevant Period that are pursuant to, or in connection with, a swap or another 

derivative will not be eligible for a recovery and will be excluded from the Recognized Loss 

calculation.

Short Sales: Shares purchased between December 4, 2017, and July 17, 2019, inclusive, 

to cover a short position opened between March 2, 2015, and November 30, 2017, are eligible 

for recovery. All other short positions will have a Recognized Loss equal to $0.00. The earliest 

Relevant Period purchases will be matched against any short position existing on the date prior 

to the start of the Relevant Period until that short position is fully covered. The date of a “short 

sale” is deemed to be the date of sale of the Security and the date of covering a “short sale” is 

deemed to be the date of purchase of the Security.

Recognized Loss: An Eligible Claimant’s Recognized Loss will be the sum of the 

Recognized Loss per Share, as calculated above, on all shares of the Security purchased or 

acquired during the Relevant Period. If the Recognized Loss calculates to a negative number 

(i.e., a gain), then the Recognized Loss will be $0.00. The Recognized Loss may be adjusted 

according to the provisions that follow.

Market Loss Limitation: If a Preliminary Claimant’s actual market loss on shares of the 

Security purchased/acquired during the Relevant Period is less than his, her, or its Recognized 

Loss, then his, her, or its Recognized Loss shall be limited to the actual market loss amount. If 

the actual market loss calculates to a gain, then the Recognized Loss will be $0.00. 

The actual market loss will be calculated as (a) the total purchase amount for shares of 

the Security purchased/acquired during the Relevant Period,3less the sum of (b) the sales 

proceeds from shares of the Security purchased/acquired during the Relevant Period and sold 

during the Relevant Period or during the Lookback Period,4and (c) the holding value on the 

remaining of those shares purchased/acquired during the Relevant Period, which for the purposes 

of this calculation will be $41.35 per share, the average closing price of the Security during the 

Lookback Period, as shown on the last row in Table B.5

3

 Purchases during the Relevant Period to cover short positions will be included in the calculation of actual market 

loss if the purchase is matched to a short sale during the Relevant Period. 

4

 Sales of the Security during the Relevant Period will be matched first against the opening position and the 

proceeds of such sales will not be considered for purposes of calculating the actual market loss. Short sales will be 

considered for purposes of calculating the actual market loss.

5

 Any open short positions at the end of the Lookback Period will be ignored for purposes of calculating the actual 

market loss.
4

Allocation of Funds: If the Net Available Fair Fund is equal to or exceeds the sum of 

Recognized Losses of all Eligible Claimants, each Eligible Claimant’s distribution amount will 

equal his, her, or its Recognized Loss, plus any “Reasonable Interest” awarded. 

If the Net Available Fair Fund is less than the sum of the Recognized Losses of all 

Eligible Claimants, each Eligible Claimant’s distribution amount will equal his, her, or its “Pro 

Rata Share” of the Net Available Fair Fund (and no Reasonable Interest). In either case, the 

distribution amount will be subject to the “Offset for Prior Recovery” and “Minimum 

Distribution Amount.”

Pro Rata Share: A Pro Rata Share computation is intended to measure Eligible Claimants’ 

Recognized Losses against one another. An Eligible Claimant’s Pro Rata Share will be calculated as 

the ratio of his, her, or its Recognized Loss to the sum of Recognized Losses of all Eligible Claimants.

Offset for Prior Recovery: To avoid payment of a windfall, an Eligible Claimant’s distribution 

amount will be no larger than his, her, or its Recognized Loss minus the amount of any compensation 

for the loss that resulted from the conduct described in the Order that was received from another 

source (e.g., Class Action settlement), to the extent known by the Fund Administrator (“Prior 

Recovery”), plus any “Reasonable Interest” awarded. That is, the distribution amount will be capped 

at the Recognized Loss less the Prior Recovery, plus any “Reasonable Interest” awarded.

Reasonable Interest: If the Net Available Fair Fund exceeds the amount necessary to pay all 

Eligible Claimants their Recognized Loss (minus any Prior Recovery) in full, the Fund Administrator, 

in consultation with the Commission staff, may include interest in the distribution amount to 

compensate for the time value of money. Reasonable Interest will be calculated using the Short-term 

Applicable Federal Rate plus three percent (3%), compounded quarterly from the end of the Relevant 

Period through the approximate date of the disbursement of the funds. If there are insufficient funds to 

pay Reasonable Interest in full to all Eligible Claimants, Reasonable Interest will be awarded on a pro 

rata basis from the excess funds.

Minimum Distribution Amount: The Minimum Distribution Amount will be $10.00. An 

Eligible Claimant whose distribution amount, inclusive of Reasonable Interest, if any, is less than 

the Minimum Distribution Amount will be deemed ineligible, and his, her, or its distribution 

amount may be reallocated on a pro rata basis to Eligible Claimants whose distribution amounts 

are greater than or equal to the Minimum Distribution Amount.

Payee: An Eligible Claimant whose distribution amount (inclusive of Reasonable 

Interest, if any) equals or exceeds the Minimum Distribution Amount will be deemed a Payee, 

and will receive a Distribution Payment equal to his, her, or its distribution amount.
5

Table A: Eagle Bancorp Common Stock Inflation Schedule

Date Range

Inflation per 

Share

March 2, 2015, through November 30, 2017 $31.33

December 1, 2017, through July 17, 2019 $12.64

On or after July 18, 2019 $0.00

Table B: Eagle Bancorp Common Stock Average Closing Price during Lookback Period

Date

Average 

Closing Price 

from July 18, 

2019, to Date 

Shown Date

Average 

Closing Price 

from July 18, 

2019, to Date 

Shown Date

Average 

Closing Price 

from July 18, 

2019, to Date 

Shown

7/18/2019 $39.15 8/16/2019 $39.44 9/17/2019 $40.53

7/19/2019 $39.39 8/19/2019 $39.48 9/18/2019 $40.63

7/22/2019 $39.56 8/20/2019 $39.51 9/19/2019 $40.71

7/23/2019 $39.69 8/21/2019 $39.55 9/20/2019 $40.79

7/24/2019 $39.91 8/22/2019 $39.59 9/23/2019 $40.86

7/25/2019 $39.98 8/23/2019 $39.59 9/24/2019 $40.91

7/26/2019 $40.08 8/26/2019 $39.60 9/25/2019 $40.98

7/29/2019 $40.03 8/27/2019 $39.59 9/26/2019 $41.05

7/30/2019 $40.00 8/28/2019 $39.59 9/27/2019 $41.12

7/31/2019 $40.03 8/29/2019 $39.62 9/30/2019 $41.19

8/1/2019 $39.90 8/30/2019 $39.65 10/1/2019 $41.24

8/2/2019 $39.82 9/3/2019 $39.66 10/2/2019 $41.25

8/5/2019 $39.67 9/4/2019 $39.68 10/3/2019 $41.25

8/6/2019 $39.55 9/5/2019 $39.73 10/4/2019 $41.26

8/7/2019 $39.45 9/6/2019 $39.78 10/7/2019 $41.27

8/8/2019 $39.42 9/9/2019 $39.86 10/8/2019 $41.28

8/9/2019 $39.45 9/10/2019 $39.94 10/9/2019 $41.28

8/12/2019 $39.45 9/11/2019 $40.04 10/10/2019 $41.29

8/13/2019 $39.46 9/12/2019 $40.17 10/11/2019 $41.31

8/14/2019 $39.45 9/13/2019 $40.30 10/14/2019 $41.33

8/15/2019 $39.42 9/16/2019 $40.42 10/15/2019 $41.35