Item 4. Controls and Procedures
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures . The Company's management, under the supervision and with the participation of the Chief Executive Officer, Executive Chairman and Chief Financial Officer, evaluated, as of the last day of the period covered by this report, the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer, Executive Chairman and the Chief Financial Officer concluded that the Company's disclosure controls and procedures as of March 31, 2023 were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required and that it is accumulated and communicated to our management, including the Chief Executive Officer, Executive Chairman and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting . There were no changes in our internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) that occurred during the first quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
Refer to "Note 12. Legal Contingencies" of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. - Risk Factors
We are subject to various risks and uncertainties, including those described in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022, which could adversely affect our business, financial performance and results of operations. There have been no material changes to our risk factors from those risks included in our Annual Report on Form 10-K.
Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds
(a) Sales of Unregistered Securities.
None
(b) Use of Proceeds.
Not Applicable
(c) Issuer Purchases of Securities.
Period Total Number of Shares Purchased (2) Average Price (3)
Paid Per Share Total Number of Shares Purchased as Part
of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
January 1, 2023 — n/a n/a 1,600,000
January 3 - 31, 2023 360,000 $ 45.45 360,000 1,240,000
February 1- 28, 2023 85,216 $ 47.43 40,000 1,200,000
March 1- 31, 2023 — — — 1,200,000
Total 445,216 $ 45.65 400,000 1,200,000
(1) On December 13, 2022, the Company's Board of Directors authorized a new share repurchase program (the "2023 Repurchase Program") to take effect starting January 2, 2023, after the expiration of the previous repurchase program on December 31, 2022. 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 2023 Repurchase Program, which will expire on December 31, 2023, unless earlier terminated by the Board of Directors. The 2023 Repurchase Program does not limit the number of shares that can be repurchased each quarter. Though the Company repurchased 400,000 shares of its common stock in the quarter ended March 31, 2023, we expect the pace of share repurchases to increase beginning in the second quarter of 2023.
(2) I ncludes 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.
(3) Average price paid per share includes commission costs associated with the repurchases.
Item 3. - Defaults Upon Senior Securities
None.
Item 4. - Mine Safety Disclosures
Not Applicable.
Item 5. - Other Information
None.
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I tem 6. - Exhibits
31.1
Certification of Susan G. Riel
31.2
Certification of Norman R. Pozez
31.3
Certification of Charles D. Levingston
32.1
Certification of Susan G. Riel
32.2
Certification of Norman R. Pozez
32.3
Certification of Charles D. Levingston
101 Interactive data files pursuant to Rule 405 of Regulation S-T:
(i) Consolidated Balance Sheets at March 31, 2023 and December 31, 2022
(ii) Consolidated Statement of Income for the three months ended March 31, 2023 and 2022
(iii) Consolidated Statement of Comprehensive (Loss) Income for the three months ended March 31, 2023 and 2022
(iv) Consolidated Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2023 and 2022
(v) Consolidated Statement of Cash Flows for the three months ended March 31, 2023 and 2022
(vi) Notes to the Consolidated Financial Statements
104 The cover page of this Quarterly Report on Form 10-Q, formatted in Inline XBRL
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SIGNATURES
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 thereunto duly authorized.
EAGLE BANCORP, INC.
Date: May 10, 2023 By: /s/ [Susan G. Riel]
Susan G. Riel, President and Chief Executive Officer of the Company
Date: May 10, 2023 By: /s/ [Charles D. Levingston]
Charles D. Levingston, Executive Vice President and Chief Financial Officer of the Company
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.