EAGLE FINANCIAL SERVICES INC (EFSI) SEC Filings

EAGLE FINANCIAL SERVICES INC (EFSI), parent of Bank of Clarke, announced a definitive agreement with John Marshall Bancorp, Inc., parent of John Marshall Bank, to combine in a merger of equals, including a combination of the two banks. The companies describe highly complementary Virginia community banking franchises with larger scale, greater lending capacity and broader products and services, while emphasizing continuity of relationship banking and local decision-making. Bank of Clarke branches are currently expected to remain open, with customers gaining access to John Marshall Bank locations and the combined bank remaining headquartered in Berryville. Customer accounts, cards and online banking are expected to continue without immediate changes, and the Bank of Clarke brand is expected to continue in certain business lines and markets. The transaction is expected to close in the first quarter of 2027, subject to regulatory approvals, shareholder approvals at both companies, and other customary closing conditions.

Eagle Financial Services, Inc. (EFSI), parent of Bank of Clarke, has agreed to combine with John Marshall Bancorp, Inc., parent of John Marshall Bank, in a merger of equals, with both banks also combining. The transaction is subject to shareholder approvals for each company, required regulatory approvals, and other customary closing conditions, and is expected to close in the first quarter of 2027.

After closing, Brandon Lorey will serve as Chief Executive Officer of the combined company and bank, with Joe Zmitrovich as President and Chief Revenue Officer, and Kent Carstater as President and Chief Operating Officer; Cary Nelson will be Lead Independent Director and Christopher Bergstrom will be Executive Chairman. The combined bank will be headquartered in Berryville, Virginia, with Bank of Clarke’s community banking brand expected to remain in key business lines and Valley branches. The companies emphasize continued community-bank focus, largely complementary branch networks with all Bank of Clarke branches expected to remain open, and business-as-usual operations for customers until legal closing. A Form S‑4 registration statement with a joint proxy statement/prospectus will be filed with the SEC for shareholder votes.

Eagle Financial Services, Inc. (EFSI) entered into a definitive Agreement and Plan of Merger under which it will combine with John Marshall Bancorp, Inc. (JMSB) in a stock-for-stock transaction. EFSI shareholders will receive 2.00 shares of JMSB common stock for each share of EFSI common stock, with cash paid for fractional shares, in a transaction intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

The structure involves a two-step holding company merger plus a simultaneous merger of Bank of Clarke into John Marshall Bank, after which JMSB and John Marshall Bank will be the surviving entities. Post-closing, the combined company and bank boards will each have 12 directors split evenly between current EFSI and JMSB directors, with headquarters in Reston, Virginia for the holding company and Berryville, Virginia for the bank.

Closing is subject to EFSI shareholder approval of the merger, JMSB shareholder approval of the share issuance, required regulatory approvals (including the Federal Reserve and Virginia Bureau of Financial Institutions), effectiveness of a Form S-4 registration statement and Nasdaq listing of new JMSB shares. The agreement includes reciprocal non-solicitation covenants, a $10.1 million termination fee payable in specified circumstances, a drop-dead date of September 30, 2027, and voting agreements covering about 12.73% of JMSB and 5.97% of EFSI outstanding shares.

Eagle Financial Services, Inc. (EFSI) agreed to a stock-for-stock merger with John Marshall Bancorp, Inc. (JMSB) in a two-step transaction where a JMSB subsidiary merges into EFSI and the combined holding company then merges into JMSB, with John Marshall Bank as the surviving bank. Each share of EFSI common stock will be converted into the right to receive 2.00 shares of JMSB common stock, with cash paid in lieu of fractional shares, and the mergers are intended to qualify as tax-free reorganizations under Section 368(a).

Existing EFSI and JMSB restricted stock will generally vest at closing and be settled in stock or cash based on an average JMSB trading price, while new awards after September 7, 2026 follow separate treatment. The post‑merger holding company board will have 12 directors split evenly between the two companies, with Christopher W. Bergstrom as Executive Chairman and Cary C. Nelson as Lead Independent Director; JMSB’s headquarters will be in Reston, Virginia and the bank’s in Berryville, Virginia. JMSB will assume EFSI’s 4.50% subordinated notes due April 1, 2032. Closing is subject to shareholder approvals, multiple regulatory approvals and effectiveness of a Form S‑4, with an outside date of September 30, 2027 and a $10.1 million termination fee payable by either party in specified circumstances. Voting agreements cover about 12.73% of JMSB’s and 5.97% of EFSI’s outstanding shares, supporting approval of the transaction.

Fourthstone LLC and related entities filed an amended Schedule 13G reporting passive ownership of Eagle Financial Services Inc common stock. Fourthstone directly holds 287,575 shares on behalf of advisory clients, representing 5.31% of the outstanding common stock. The stakes are held across Fourthstone Master Opportunity Fund Ltd, Fourthstone QP Opportunity Fund LP, Fourthstone Small-Cap Financials Fund LP, and accounts associated with Fourthstone GP LLC and L. Phillip Stone, IV. The filing states the securities were acquired in the ordinary course of business as a registered investment adviser and not for the purpose of changing or influencing control of Eagle Financial Services. Percentages are based on 5,412,376 shares outstanding as of May 6, 2026.

Eagle Financial Services, Inc. reported solid profitability for the three and six months ended June 30, 2026. For the quarter, net income was $4.98 million versus $5.27 million a year earlier, with basic and diluted EPS of $0.92 compared with $0.98. Net interest income rose to $16.97 million from $15.70 million, but a higher provision for credit losses of $3.50 million reduced net interest income after provision.

For the first six months of 2026, the company earned $8.72 million, a strong improvement from a net loss of $1.70 million in the prior-year period, with EPS of $1.61 versus a loss of $0.34. Noninterest income rebounded to $13.52 million from a loss of $3.64 million, helped by a $3.49 million gain on sale of other assets and the absence of the large securities loss recorded in 2025. Total assets were $1.85 billion, deposits were $1.60 billion, and loans net of the allowance were $1.48 billion at June 30, 2026. Shareholders’ equity increased to $193.9 million, with 5,411,615 common shares outstanding.

Vanguard Capital Management has amended its Schedule 13G reporting its holdings in Eagle Financial Services Inc common stock. As of June 30, 2026, it beneficially owned 243,455 shares, representing 4.49% of the outstanding common stock.

The firm holds sole voting power over 30,721 shares and sole dispositive power over 243,455 shares, with no shared voting or dispositive power. The position aggregates securities over which Vanguard Capital Management and specified affiliates or business divisions exercise dispositive and/or voting power. No other single person has an interest in more than 5% of the class through these holdings.

BlackRock, Inc. filed Amendment No. 1 to a Schedule 13G reporting passive ownership of common stock of Eagle Financial Services Inc. As of June 30, 2026, BlackRock beneficially owned 342,125 shares, representing 6.3% of Eagle Financial’s common stock. The filing states BlackRock had sole voting power over 338,544 shares and sole dispositive power over 342,125 shares, with no shared voting or dispositive power. The shares are held across certain BlackRock business units for various underlying clients, and no single other person has an interest exceeding five percent of Eagle Financial’s outstanding common shares.

Eagle Financial Services, Inc. reported second quarter 2026 net income of $4,981 thousand, or $0.92 per share. Results included a $3.5 million pre-tax gain from selling its membership interest in Bearing Insurance Group; excluding this, adjusted net income was $2,227 thousand, down 40.5% from the prior quarter and 57.7% from a year earlier due to higher credit loss provisions.

Net interest income rose to $16,970 thousand as net interest margin expanded to 3.86% from 3.63% in the first quarter and 3.42% a year ago, helped by loan growth and lower funding costs after paying off Federal Home Loan Bank advances and running off higher-cost deposits. Net loans increased $39.5 million, or 2.74%, during the quarter to $1,481,045 thousand, while total deposits were broadly stable at $1,601,935 thousand.

Credit costs increased: the provision for credit losses on loans was $3.2 million, net charge-offs were $2,227 thousand, and nonperforming assets were $16,468 thousand, or 0.89% of total assets, with the allowance for credit losses at 1.22% of loans. Uninsured deposits were $217.3 million, 13.6% of deposits, versus $345.3 million of liquid assets and $618.6 million of borrowing availability. The board declared a quarterly cash dividend of $0.31 per share, and Bank of Clarke remained categorized as well capitalized.