Eagle Financial Services, Inc. filings document the regulatory disclosures of a bank holding company operating through Bank of Clarke. Recent 8-K reports cover quarterly results, Regulation FD earnings materials, dividend declarations, and other material corporate events.
The company’s proxy materials address annual meeting matters, director elections, board governance, executive compensation, equity awards, and shareholder voting procedures. Filing subjects also include director appointments and retirements, common stock capital-structure matters, and formal disclosure controls for a Nasdaq-listed community banking issuer.
Eagle Financial Services, Inc. reminded shareholders that its special meeting to consider approval of its proposed merger with John Marshall Bancorp, Inc. is scheduled for November 19, 2026. The reminder says the company had not yet received the addressed shareholder’s vote, and Eagle Financial Services’ board recommends voting “FOR” the merger and each related proposal.
The registration statement was declared effective on October 16, 2026, and mailing of the definitive joint proxy statement/prospectus began on or about that date.
Eagle Financial Services, Inc. announced its third-quarter 2026 financial results and furnished an investor presentation. Its board declared a quarterly dividend of $0.31 per share of common stock, payable November 13, 2026, to shareholders of record November 2, 2026.
The proposed merger with John Marshall Bancorp, Inc. is proceeding through the shareholder-document stage: the S-4 registration statement was declared effective October 16, 2026, and both companies commenced mailing the definitive joint proxy statement/prospectus on or about that date.
Eagle Financial Services, Inc. (EFSI) reported third-quarter 2026 results and declared a quarterly cash dividend of $0.31 per common share, payable November 13, 2026, to shareholders of record November 2, 2026. GAAP net income was $4.75 million, compared with $5.584 million in third-quarter 2025. Adjusted net income, a non-GAAP measure excluding the tax-effected impact of merger expenses and a second-quarter gain on sale of other assets, was $5.0 million; it rose 125.4% from the prior quarter and fell 10.1% year over year.
Net interest margin was 3.95%, versus 3.58% a year earlier, and net loans rose 4.7% year over year to $1.51 billion. Noninterest expense increased 12.4% year over year to $16.127 million. Nonperforming assets totaled $15.995 million at September 30, 2026, up 12.1% from a year earlier.
The proposed merger with John Marshall Bancorp, Inc. remains pending. John Marshall’s merger registration statement was declared effective October 16, 2026, and the companies began mailing the joint proxy statement/prospectus on or about that date.
Eagle Financial Services, Inc. (EFSI) has agreed to merge with John Marshall Bancorp, Inc. (JMSB) through three linked transactions: JMSB subsidiary George Sub will merge into EFSI, EFSI will then merge into JMSB, and Bank of Clarke will merge into John Marshall Bank. If completed, each eligible EFSI common share will convert into 2.00 JMSB shares, with cash instead of fractional shares. JMSB expects to issue approximately 10,823,230 shares, based on EFSI shares, including unvested restricted awards, as of September 7, 2026, and assuming those awards elect JMSB shares. The implied consideration was $46.02 per EFSI share on October 13, 2026; its value will fluctuate with JMSB’s stock price.
Former EFSI shareholders are expected to hold approximately 43.4% of the surviving company’s common stock after the First Merger, based on June 30, 2026 share and award counts and an assumption that unvested awards receive JMSB shares. EFSI shareholders must approve the merger agreement by at least two-thirds of outstanding shares; JMSB shareholders must approve the share issuance. Both companies’ special meetings are scheduled for November 19, 2026. Completion is expected in the first quarter of 2027, subject to shareholder and regulatory approvals and other closing conditions.
Eagle Financial Services, Inc. (EFSI), parent of Bank of Clarke, announced a proposed merger of equals between Bank of Clarke and John Marshall Bank, combining two Virginia community banks focused on relationship banking and local decision-making. Customer accounts, cards, online and mobile banking, and relationship teams are expected to continue without disruption, and the Bank of Clarke brand is expected to remain in key businesses and markets, with headquarters staying in Berryville, Virginia.
The combination is described as creating a larger organization with greater lending capacity, broader expertise and an expanded branch footprint across Virginia and the Washington, D.C. region. The transaction is expected to close in the first quarter of 2027, subject to shareholder and regulatory approvals and other customary closing conditions. John Marshall plans to file a registration statement on Form S-4 with a joint proxy statement/prospectus, and the companies include extensive cautionary language about forward-looking statements and potential risks to completion and anticipated synergies.
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.