SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 16, 2013

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)		(IRS Employer Number)

7815 Woodmont Avenue, Bethesda, Maryland 20814

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 301.986.1800

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On May 16, 2013, Eagle Bancorp, Inc. announced the declaration of a 10% stock dividend. The payable date of the stock dividend is June 14, 2013, to shareholders of record as of the close of business on May 31, 2013. A copy of the press release announcing the dividend is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Number		Description
99.1		Press Release dated May, 16, 2013

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 hereunto duly authorized.

	EAGLE BANCORP, INC.


	By:	/s/ Ronald D. Paul
		Ronald D. Paul, President, Chief Executive Officer

Dated: May 16, 2013

Exhibit 99.1

PRESS RELEASE	EAGLE BANCORP, INC.
FOR IMMEDIATE RELEASE	CONTACT:
	Michael T. Flynn
May 16, 2013	301.986.1800

EAGLE BANCORP, INC. ANNOUNCES 10% STOCK DIVIDEND

BETHESDA, MD. Eagle Bancorp, Inc. (the “Company”) (NASDAQ: EGBN), the parent company of EagleBank, today announced that the Board of Directors of the Company had approved a 10% stock dividend for shareholders of record on May 31, 2013, payable on June 14, 2013.

Ronald D. Paul, Chairman and Chief Executive Officer of the Company, stated that “he was pleased to announce the stock dividend, which was effected in an effort to increase liquidity and shareholder value, and to maintain the relative affordability of an investment in the common stock for individual investors, who are also our customers, and whose support and patronage have been invaluable to the Company’s success as a community bank.”

As a result of the dividend, the number of outstanding shares will increase by approximately 2.3 million shares.

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 eighteen full service branch offices, located in Montgomery County, Maryland; Washington, D.C.; City of Alexandria, Virginia and Arlington and Fairfax Counties, Virginia. The Company focuses on building relationships with businesses, professionals and individuals in its marketplace.

Forward-looking Statements

Statements included in this press release that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Eagle Bancorp, Inc. disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances.

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