The Court directed that the Notice be mailed to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased or otherwise acquired Eagle Common Stock and/or Eagle Call Options, or wrote Eagle Put Options during the Settlement Class Period. The Court has directed us to send you the Notice because, as a potential Settlement Class Member, you have a right to know about your options before the Court rules on the Settlement. Additionally, you have the right to understand how this class action lawsuit may generally affect your legal rights. 

The purpose of the Notice was to inform you of the existence of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Settlement Class if you wish to do so. It was also sent to inform you of the terms of the Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation and the motion by Lead Counsel for an award of attorneys’ fees and reimbursement of Litigation Expenses (the “Settlement Hearing”). See paragraph 76 in the Notice for details about the Settlement Hearing, including the date and location of the hearing.

The issuance of the Notice was not an expression of any opinion by the Court concerning the merits of any claim in the Action.

On July 24, 2019, the instant action entitled, Stein v. Eagle Bancorp, Inc., et al., Case No. 1:19-cv-06873-LGS (the “Action”), was filed by Shiva Stein in the United States District Court for Southern District of New York.

By Order dated November 7, 2019, the Court appointed Anthony Cassinelli, as Trustee of the Danilee Cassinelli Trust DTD 7-23-93 as lead plaintiff and approved Glancy Prongay & Murray LLP as Lead Counsel for the proposed class.

On April 2, 2020, Defendants filed and served a motion to dismiss the Complaint and a request for judicial notice. On May 15, 2020, lead plaintiff Anthony Cassinelli, as Trustee of the Danilee Cassinelli Trust DTD 7-23-93 and Norfolk filed and served their papers in opposition to Defendants’ motion to dismiss and a request for judicial notice. On June 15, 2020, Defendants filed and served their reply papers.

On November 30, 2020 the Court substituted Danilee Cassinelli, as Trustee of the Danilee Cassinelli Trust DTD 7-23-93, as lead plaintiff in this Action (ECF No. 57), following Plaintiffs’ Counsel’s notice of suggestion of death and request for substitution of the lead plaintiff.

On December 23, 2020, Plaintiffs and Defendants filed a stipulation requesting the Court to stay all proceedings pending the Parties participation in a mediation session overseen by Jed Melnick, Esq. of JAMS. On December 27, 2020, the Court granted the Parties’ request for a stay of all proceedings in light of the upcoming mediation.

On April 13, 2021, Lead Counsel and Defendants’ Counsel participated in a full-day virtual mediation session before Mr. Melnick. In advance of that session, the Parties exchanged, and provided to Mr. Melnick, detailed mediation statements and exhibits which addressed the issues of both liability and damages. Although discussions were productive, the session ended without an agreement to settle the Action being reached.

On April 15, 2021, counsel for Plaintiffs, with Defendants’ Counsel’s consent, jointly updated the Court on the results of mediation. Lead Counsel informed the Court that while the Parties did not reach an agreement to settle during the mediation session, discussions were productive and the Parties agreed to continue their discussions with the assistance of Mr. Melnick. In light of the Parties’ progress, Lead Counsel requested that the proceedings in the Action continue to be stayed for an additional three weeks. On April 16, 2021, the Court granted the Parties’ application, continued the stay of proceedings in this Action, and requested an update on the mediation discussions by May 6, 2021.

Following the mediation session, the Parties continued their discussions with Mr. Melnick, which culminated in Mr. Melnick making a settlement proposal for the Parties’ consideration, which both sides accepted. The Parties thereafter memorialized the settlement in a confidential Memorandum of Understanding (the “MOU”) executed on April 21, 2021. The MOU sets forth, among other things, the Parties’ agreement to settle and release all claims asserted against Defendants in the Action in return for a cash payment by or on behalf of Defendants of $7,500,000.00 for the benefit of the Settlement Class.

Based on the investigation and mediation of the case and Plaintiffs’ direct oversight of the prosecution of this matter and with the advice of their counsel, each of the Plaintiffs has agreed to settle and release the claims raised in the Action pursuant to the terms and provisions of the Stipulation, after considering, among other things, (a) the substantial financial benefit that Plaintiffs and the other members of the Settlement Class will receive under the proposed Settlement; and (b) the significant risks and costs of continued litigation and trial.

On January 21, 2020, lead plaintiff Anthony Cassinelli, as Trustee of the Danilee Cassinelli Trust DTD 7-23-93 and Norfolk filed and served their Amended Class Action Complaint for Violations of the Federal Securities Laws (the “Complaint”) asserting claims against all Defendants under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act. Among other things, the Complaint alleged that Defendants made materially false and misleading statements and/or omissions about: (a) Eagle’s related-party loan figures for fiscal years 2014 through 2017; (b) the terms of Eagle’s related-party loans and their approval process; (c) Defendants’ attestations as to the effectiveness of Eagle’s internal controls and SOX Certifications; and (d) Defendants’ denials of a report issued by Marcus Aurelius Value that was critical of Eagle and claimed that Eagle materially underreported its related-party loan figures. The Complaint further alleged that the prices of Eagle publicly-traded securities were artificially inflated as a result of Defendants’ allegedly false and misleading statements and/or omissions, and declined when the purported truth was revealed.

Defendants are entering into the Stipulation solely to eliminate the uncertainty, burden and expense of further protracted litigation. Each of the Defendants denies any wrongdoing, and the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any of the Defendants, or any other of the Defendants’ Releasees (defined in ¶33 in the Notice), with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants have, or could have, asserted. Similarly, the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any Plaintiff of any infirmity in any of the claims asserted in the Action, or an admission or concession that any of the Defendants’ defenses to liability had any merit.

On August 16, 2021, the Court preliminarily approved the Settlement, authorized the Notice to be disseminated to potential Settlement Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement.

If you are a member of the Settlement Class, you are subject to the Settlement, unless you timely request to be excluded. The Settlement Class consists of:

all persons and entities who or which purchased or otherwise acquired Eagle Common Stock and/or Eagle Call Options, and/or wrote Eagle Put Options between March 2, 2015 and July 17, 2019, inclusive (the “Settlement Class Period”), and were damaged thereby.

Excluded from the Settlement Class are: (1) persons who suffered no compensable losses; and (2) (a) Defendants; (b) the legal representatives, heirs, successors, assigns, and members of the Immediate Families of the Individual Defendants; (c) the parents, subsidiaries, assigns, successors, predecessors, and affiliates of Eagle; (d) any persons who served as officers and/or directors of Eagle during the Settlement Class Period; (e) any entity in which any of the foregoing (a) – (d) excluded persons have or had a majority ownership interest during the Settlement Class Period; (f) any trust of which any Individual Defendants is the grantor or settlor or which is for the benefit of any Individual Defendant and/or member(s) of his or her Immediate Family; and (g) Defendants’ liability insurance carriers. Also excluded from the Settlement Class are any persons or entities who or which exclude themselves by submitting a request for exclusion in accordance with the requirements set forth in the Notice. See “What If I Do Not Want To Be A Member Of The Settlement Class? How Do I Exclude Myself,” on page 20 in the Notice.

Please note that the Claims Filing Deadline has now passed.

Plaintiffs and Lead Counsel believe that the claims asserted against Defendants have merit. They recognize, however, the expense and length of continued proceedings necessary to pursue their claims against Defendants through trial and appeals, as well as the very substantial risks they would face in establishing liability and damages. For example, Defendants assert that their statements were not materially false and misleading, but rather were true statements of opinion, and, that furthermore, the alleged false and misleading statements were not made with the requisite state of mind to support the securities fraud claims alleged. Defendants further argued that Plaintiffs’ losses were not causally connected to the alleged false and misleading statements. Even if the hurdles to establishing liability were overcome, the amount of damages that could be attributed to the allegedly false statements would be hotly contested because other allegations and disclosures were made along with the alleged disclosures of the alleged fraud. Plaintiffs would have to prevail at several stages – motions to dismiss, class certification, and for summary judgment, trial, and if they prevailed on those, on the appeals that were likely to follow. Thus, there were very significant risks attendant to the continued prosecution of the Action.

In light of these risks, the amount of the Settlement and the immediacy of recovery to the Settlement Class, Plaintiffs and Lead Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Settlement Class. Plaintiffs and Lead Counsel believe that the Settlement provides a substantial benefit to the Settlement Class, namely $7,500,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller, or no recovery after summary judgment, trial and appeals, possibly years in the future.

Defendants have denied the claims asserted against them in the Action and deny having engaged in any wrongdoing or violation of law of any kind whatsoever. Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation. Accordingly, the Settlement may not be construed as an admission of any wrongdoing by Defendants.

As a Settlement Class Member, you are represented by Plaintiffs and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her appearance on the attorneys listed in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” in the Notice.

If you are a Settlement Class Member and do not wish to remain a Settlement Class Member, you may exclude yourself from the Settlement Class by following the instructions in the section entitled, “What If I Do Not Want To Be A Member Of The Settlement Class? How Do I Exclude Myself?,” in the Notice.

If you are a Settlement Class Member and you wish to object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses, and if you do not exclude yourself from the Settlement Class, you may present your objections by following the instructions in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?,” in the Notice.

If you are a Settlement Class Member and you do not exclude yourself from the Settlement Class, you will be bound by any orders issued by the Court. If the Settlement is approved, the Court will enter a judgment (the “Judgment”). The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Plaintiffs and each of the other Settlement Class Members, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Plaintiffs’ Claim (as defined in ¶32 in the Notice) against the Defendants’ Releasees (as defined in ¶33 in the Notice), and shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees.

“Released Plaintiffs’ Claims” means all claims and causes of action of every nature and description, whether known claims or Unknown Claims, whether accrued or unaccrued, whether asserted or unasserted, whether arising under federal, state, common or foreign law, that Plaintiffs or any other member of the Settlement Class (i) asserted in the Complaint, or (ii) could have asserted in any forum that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint and that relate to the purchase or acquisition of Eagle Common Stock and/or Eagle Call Options, and/or the writing of Eagle Put Options, during the Settlement Class Period. Released Plaintiffs’ Claims do not include (i) any claims relating to the enforcement of the Settlement, (ii) any claims asserted in the action pending in the Superior Court of the District of Columbia, Civil Division, Case No. 2021 CA 000326 B; and (iii) any claims of any person or entity who or which submits a request for exclusion that is accepted by the Court.

“Defendants’ Releasees” means: (i) Defendants; (ii) for each Defendant, their respective attorneys (including Defendants’ Counsel), accountants, assigns, assignees, insurers, reinsurers, consultants, agents, experts, and any entity in which any Defendant has or had a controlling interest, in their capacities as such; (iii) for Eagle, its current and former officers, directors, parents, affiliates, subsidiaries, successors, predecessors, employees, administrators, and auditors, in their capacities as such; and (iv) for the Individual Defendants, their respective Immediate Family members, heirs, executors, beneficiaries, and any trust of which any Defendant is the grantor or settlor or which is for the benefit of any Defendant and/or member(s) of his or her Immediate Family, in their capacities as such.

“Unknown Claims” means any Released Plaintiffs’ Claims which any Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendants’ Releasee does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, which, if known by him, her, or it, might have affected his, her or its decision(s) with respect to this Settlement. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Plaintiffs and Defendants shall expressly waive, and each of the other Settlement Class Members and each of the other Defendants’ Releasees shall be deemed to have waived, and by operation of the Judgment or the Alternate Judgment, if applicable, shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:

A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor or released party.

Plaintiffs and Defendants acknowledge, and each of the other Settlement Class Members and each of the other Defendants’ Releasees shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.

The Judgment will also provide that, upon the Effective Date of the Settlement, Defendants, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Defendants’ Claim (as defined in ¶36 in the Notice) against Plaintiffs and the other Plaintiffs’ Releasees (as defined in ¶37 in the Notice), and shall forever be barred and enjoined from prosecuting any or all of the Released Defendants’ Claims against any of the Plaintiffs’ Releasees.

“Released Defendants’ Claims” means all claims and causes of action of every nature and description, whether known claims or Unknown Claims, whether accrued or unaccrued, whether asserted or unasserted, whether arising under federal, state, common or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against Defendants. Released Defendants’ Claims do not include any claims relating to the enforcement of the Settlement or any claims against any person or entity who or which submits a request for exclusion from the Settlement Class that is accepted by the Court.

“Plaintiffs’ Releasees” means Plaintiffs, all other plaintiffs in the Action, their respective attorneys, and all other Settlement Class Members, and their respective current and former officers, directors, agents, trusts, trustees, parents, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, and attorneys, in their capacities as such.

Please note the Exclusion Deadline has passed. 

The Claim Filing Deadline has passed. 

Payments have been made to all eligible claimants.

Before final approval of the Settlement, Lead Counsel appiled to the Court for an award of attorneys’ fees for all Plaintiffs’ Counsel in an amount not to exceed 33⅓% of the Settlement Fund. At the same time, Lead Counsel also intends to apply for reimbursement of Litigation Expenses in an amount not to exceed $105,000, which may include an application for reimbursement of the reasonable costs and expenses incurred by Plaintiffs directly related to their representation of the Settlement Class. Lead Counsel applied to share part of any attorneys’ fees awarded by the Court with Labaton Sucharow LLP in accordance with its level of contribution to the initiation, prosecution, and resolution of the Action. The Court determined the amount of any award of attorneys’ fees and reimbursement of Litigation Expenses. Settlement Class Members were not personally liable for any such fees or expenses.

Please note the Exclusion Deadline has passed. 

Settlement Class Members do not need to attend the Settlement Hearing. The Court will consider any submission made in accordance with the provisions below even if a Settlement Class Member does not attend the hearing. You can participate in the Settlement without attending the Settlement Hearing.

The Settlement Hearing was held on January 20, 2022 at 11:45 a.m., before the Honorable Lorna G. Schofield at the United States District Court for the Southern District of New York, Thurgood Marshall United States Courthouse, Courtroom 1106, 40 Foley Square, New York, NY 10007. The Court approved the Settlement, the Plan of Allocation, Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses.

If you purchased or otherwise acquired any of the Eagle Securities between March 2, 2015 and July 17, 2019, inclusive, for the beneficial interest of persons or organizations other than yourself, you must either (a) within seven (7) calendar days of receipt of the Notice, request from the Claims Administrator sufficient copies of the Notice and Claim Form (the “Notice Packet”) to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Notice Packets forward them to all such beneficial owners; (b) within seven (7) calendar days of receipt of the Notice, request a link to the Notice Packet and email the link to all such beneficial owners for whom valid email addresses are available; or (c) within seven (7) calendar days of receipt of the Notice, provide a list of the names and addresses of all such beneficial owners to Eagle Bancorp, Inc. Securities Litigation, c/o JND Legal Administration, P.O. Box 91107, Seattle, WA 98111. If you choose the third option, the Claims Administrator will send a copy of the Notice Packet to the beneficial owners. Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred up to a maximum of $0.10 per name and address provided to the Claims Administrator; up to $0.50 per Notice Packet actually mailed, plus postage; or up to $0.05 per link to the Notice Packet transmitted by email, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought. Copies of the Notice and the Claim Form may also be obtained from the Important Documents page of this website maintained by the Claims Administrator, or by calling the Claims Administrator toll-free at 833-677-1091.

Please note that the Claims Filing Deadline has now passed. 

The Notice contains only a summary of the terms of the proposed Settlement. For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Clerk, United States District Court for the Southern District of New York, Thurgood Marshall United States Courthouse, 40 Foley Square, New York, NY 10007. Additionally, copies of the Stipulation and any related orders entered by the Court will be posted on the Important Documents page of this website maintained by the Claims Administrator.

All inquiries concerning the Notice and the Claim Form should be directed to:

DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE CLERK OF THE COURT, DEFENDANTS OR THEIR COUNSEL REGARDING THE NOTICE.