EAGLE BANCORP INC 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF COMMON EQUITY Market for Common Stock. The Company’s common stock is listed for trading on the Nasdaq Capital Market under the symbol “EGBN.” Over the twelve month period ended December 31, 2021, the average daily trading volume amounted to approximately 126,207 shares, a decrease from approximately 166,811 shares over the twelve month period ended December 31, 2020. No assurance can be given that a more active trading market will develop or can be maintained. As of February 1, 2022, there were 31,950,978 shares of common stock outstanding, held by approximately 539 shareholders of record. Based on the most recent analysis, the Company believes beneficial shareholders number approximately 10,206. As of February 1, 2021, our directors and executive officers own approximately 2% of our outstanding shares of common stock. Dividends. The Company pays a regular quarterly cash dividend. In 2021, the Company declared four cash dividends with an aggregate value of $1.40 per share, or $44.7 million. The payment of a cash dividend on common stock will depend largely upon the ability of the Bank, the Company’s principal operating business, to declare and pay dividends to the Company. Payment of dividends on the common stock will also depend upon the Bank’s earnings, financial condition, and need for funds, as well as governmental policies and regulations applicable to the Company and the Bank. The payment of dividends in any period does not mean that the Company will continue to pay dividends at the current level, or at all. Regulations of the Federal Reserve Board and Maryland law place limits on the amount of dividends the Bank may pay to the Company without prior approval. Prior regulatory approval is required to pay dividends which exceed the Bank’s net profits for the current year plus its retained net profits for the preceding two calendar years, less required transfers to surplus. Under Maryland law, dividends may only be paid out of retained earnings. State and federal bank regulatory agencies also have authority to prohibit a bank from paying dividends if such payment is deemed to be an unsafe or unsound practice, and the Federal Reserve Board has the same authority over bank holding companies. At December 31, 2021 the Bank could pay dividends to the Company to the extent of its earnings so long as it maintained required capital ratios. 35 Table of Contents The Federal Reserve Board has established requirements with respect to the maintenance of appropriate levels of capital by registered bank holding companies. Compliance with such standards, as presently in effect, or as they may be amended from time to time, could possibly limit the amount of dividends that the Company may pay in the future. In 1985, the Federal Reserve Board issued a policy statement on the payment of cash dividends by bank holding companies. In the statement, the Federal Reserve Board expressed its view that a holding company experiencing earnings weaknesses should not pay cash dividends exceeding its net income, or which could only be funded in ways that weaken the holding company’s financial health, such as by borrowing. As a depository institution, the deposits of which are insured by the FDIC, the Bank may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due the FDIC. The Bank currently is not in default under any of its obligations to the FDIC. Issuer Repurchase of Common Stock. Period Total Number of Shares Purchased (3)(4) Average Price Paid Per Share (5) Total Number of Shares Purchased as Part of Publicly Announced Plan or Program Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2) January 1 - 31, 2021 — n/a n/a 1,588,848 February 1 - 28, 2021 1,466 $42.49 1,466 1,587,382 September 1 - 30, 2021 11,609 $52.94 11,609 1,575,773 December 1-31, 2021 100 $53.53 100 1,575,673 Total 13,175 $51.78 13,175 1,575,673 (1) On December 16, 2020, the Company's Board of Directors authorized a new share repurchase program to take effect starting January 1, 2021, after the expiration of the previous 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 this repurchase program, which expired on December 31, 2021. (2) On December 28, 2021, the Company's Board of Directors authorized a new share repurchase program (the "2022 Repurchase Program") to take effect starting January 1, 2022, after the expiration of the previous repurchase program on December 31, 2021. The Board of Directors authorized the repurchase of 1,600,000 shares of common stock, or approximately 5% of the Company's outstanding shares of common stock, under 2022 Repurchase Program, which will expire on December 31, 2022, subject to earlier termination of the program by the Board of Directors. (3) Inclusive of shares remaining available for purchase under the “2022 Repurchase Program”. (4) Includes shares of the Company’s common stock acquired by the Company in connection with satisfaction of tax withholding obligations on vested restricted shares or restricted share units and certain forfeitures and terminations of employment-related awards and for potential re-issuance to certain employees under equity incentive plans. (5) Average price paid per share includes commission costs associated with the repurchases. See Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for “Securities Authorized for Issuance Under Equity Compensation Plans.” 36 Table of Contents Stock Price Performance. The following table compares the cumulative total return on a hypothetical investment of $100 in the Company’s common stock from December 31, 2016 through December 31, 2021, with the hypothetical cumulative total return on the Nasdaq Stock Market Index (U.S. Companies) and the KBW Regional Banking Index for the comparable period, including reinvestment of dividends. The KBW Regional Banking Index seeks to reflect the performance of publicly traded companies that do business as regional banks or thrifts listed on all U.S. stock markets. Eagle Bancorp, Inc. Period Ending Index 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 Eagle Bancorp, Inc. 100.00 95.00 79.92 80.53 70.23 101.48 Nasdaq Composite Index 100.00 129.64 125.96 172.18 249.51 304.85 KBW Nasdaq Regional Banking Index 100.00 101.75 83.95 103.94 94.89 129.65 ITEM 6. [RESERVED]