8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2020

EAGLE BANCORP INC.

(Exact name of registrant as specified in its charter)

Maryland	0-25923	52-2061461
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7830 Old Georgetown Road, Third Floor

Bethesda, Maryland 20814

(Address of Principal Executive Offices) (Zip Code)

(301) 986-1800

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	EGBN	The Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On December 17, 2020, Eagle Bancorp, Inc. announced the declaration of a cash dividend of $0.22 per share. The cash dividend will be payable on February 1, 2021. The shareholder record date is January 8, 2021.

Additionally, Eagle Bancorp, Inc. announced that the Board of Directors has adopted a new share repurchase program to take effect starting January 1, 2021, after the expiration of the current repurchase program on December 31, 2020. The Board of Directors authorized up to 1,588,848 shares of common stock for repurchase under the new program, which will expire on December 31, 2021, subject to earlier termination of the program by the Board of Directors.

A copy of the press release announcing the cash dividend and the new share repurchase program is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated December 17, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EAGLE BANCORP INC.
Date: December 17, 2020	By:	/s/ Charles D. Levingston
		Charles D. Levingston
		Executive Vice President, Chief Financial Officer

EX-99.1

For Immediate Release

December 17, 2020

EagleBank Contact

Dave Danielson

301.986.1800

EAGLE BANCORP, INC. ANNOUNCES CASH DIVIDEND AND NEW REPURCHASE PROGRAM

BETHESDA, MD. Eagle Bancorp, Inc. (the “Company”) (NASDAQ: EGBN), the parent company for EagleBank, today announced a cash dividend for the fourth quarter of 2020, in the amount of $0.22 per share. The cash dividend will be payable on February 1, 2021 to shareholders of record on January 8, 2021.

Additionally, the Board of Directors adopted a new share repurchase program to take effect starting January 1, 2021, after the expiration of the current repurchase program on December 31, 2020. The Board of Directors authorized the repurchase of 1,588,848 shares of common stock, or approximately 5% of the Company’s outstanding shares of common stock, under the new repurchase program, which will expire on December 31, 2021, subject to earlier termination of the program by the Board of Directors. After lifting the suspension on the 2020 share repurchase program in the third quarter of 2020 and the repurchase of the remaining authorized 458,069 shares at a weighted average price of $37.72, the Company had 31,780,197 shares outstanding as of December 16, 2020.

Repurchases may be made in open market purchases, block trades or in privately negotiated transactions. Repurchases, if any, under the program will be made at the discretion of management, and will depend upon market pricing and conditions, business, legal, accounting and other considerations. Open market purchases will be conducted in accordance with the limitation of Rule 10b-18 of the Securities and Exchange Commission (the “SEC”). Repurchases may be made pursuant to any trading plan that may be adopted in accordance with SEC Rule 10b5-1, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. Under applicable law, repurchased shares will be cancelled and revert to the status of authorized but unissued shares.

The repurchase program may be modified, suspended or terminated at any time without notice, in the Company’s discretion, based upon a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, the need for capital in the Company’s operations and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to repurchase any shares.

EagleBankCorp.com 301.986.1800

MD | VA | DC

About Eagle Bancorp, Inc. and EagleBank

Eagle Bancorp, Inc. is the holding company for EagleBank, which commenced operations in 1998. EagleBank

is headquartered in Bethesda, Maryland, and conducts full service commercial banking through 20 offices, located

in Suburban, Maryland, Washington, D.C. and Northern Virginia. EagleBank focuses on building

relationships with businesses, professionals and individuals in its marketplace.

About Eagle Bancorp: The Company is the holding company for EagleBank, which commenced operations in 1998. The Bank is headquartered in Bethesda, Maryland, and operates through twenty branch offices, located in Suburban Maryland, Washington, D.C. and Northern Virginia. The Company focuses on building relationships with businesses, professionals and individuals in its marketplace.

Caution About Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. These forward-looking statements are based on current expectations that involve risks, uncertainties and assumptions, including the impacts of the novel coronavirus pandemic and the volatility and uncertainty in global markets and economies. Because of these uncertainties and the assumptions on which the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward-looking statements. For details on factors that could affect these expectations, see the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, and other filings with the SEC. Except as required by law, the Company does not undertake to update forward-looking statements contained in this release.

XML

Document and Entity Information Document	Dec. 17, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 17, 2020
Entity Registrant Name	EAGLE BANCORP INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	0-25923
Entity Tax Identification Number	52-2061461
Entity Address, Address Line One	7830 Old Georgetown Road, Third Floor
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	301
Local Phone Number	986-1800
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	EGBN
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001050441
Amendment Flag	false