John Marshall Bancorp, Inc. filings document the public-company disclosures of a Virginia bank holding company and its John Marshall Bank subsidiary. Current reports on Form 8-K record quarterly operating results, financial condition updates, dividend declarations, Regulation FD presentations and other material events tied to the company’s banking operations.
Proxy materials describe annual meeting procedures, shareholder voting matters and corporate governance for the holding company. The filing record also identifies JMSB as an emerging growth company and provides recurring disclosure context for capital management, bank regulatory considerations, common-stock ownership and the risks associated with community banking in the Washington, D.C. metropolitan area.
John Marshall Bancorp, Inc. (JMSB) reported third-quarter net income of $7.541 million, compared with $5.404 million a year earlier. Net interest income was $17.788 million versus $15.600 million, and diluted earnings per share were $0.53 versus $0.38. For the first nine months, net income was $20.662 million, compared with $15.317 million.
On September 7, the company entered a merger agreement with Eagle Financial Services, Inc. Subject to the agreement’s terms and conditions, each outstanding Eagle common share would convert into the right to receive 2.00 JMSB shares, with cash paid in lieu of fractional shares. Eagle subsidiary Bank of Clarke would merge into John Marshall Bank. The transaction is expected to close early in the first quarter of 2027, subject to customary conditions including regulatory approvals and shareholder approval by both companies. At September 30, total assets were $2.437 billion and deposits were $2.064 billion. The company reported its only nonaccrual loan as a $267,000 guaranteed portion of an SBA 7(a) loan; it charged off the $89,000 unguaranteed portion in the second quarter and submitted a reimbursement claim to the SBA.
John Marshall Bancorp, Inc. declared a quarterly cash dividend of $0.10 per outstanding share. The dividend is payable December 2, 2026, to shareholders of record at the close of business November 10, 2026. Based on the current number of shares outstanding, the aggregate payment will be approximately $1.4 million.
John Marshall Bancorp, Inc. (JMSB) reported third-quarter 2026 net income of $7.5 million, up 39.5% from $5.4 million a year earlier; diluted earnings per share rose 39.5% to $0.53 from $0.38. Net interest income increased 14.0% to $17.8 million, and net interest margin was 2.91%, compared with 2.72%. Total revenue grew 11.1%, while non-interest expense declined 3.9% to $8.7 million. The company recorded $332,000 of merger and acquisition expenses related to the pending Eagle acquisition.
At September 30, 2026, assets were $2.44 billion and deposits were $2.06 billion; liquidity was $809.9 million, or 33.2% of assets. The bank's total risk-based capital ratio was 17.1%. One SBA 7(a) commercial loan with $267,000 in principal was placed on non-accrual; it was fully guaranteed by the SBA, and the company charged off its $89,000 unguaranteed portion in the second quarter and submitted a reimbursement claim. The board declared a $0.10 quarterly cash dividend; declared dividends totaled $0.38 per share in 2026, 27% above 2025.
John Marshall Bancorp (JMSB) currently expects to issue approximately 10,823,230 shares of common stock in its proposed merger with Eagle Financial Services (EFSI), based on EFSI shares and restricted stock awards as of September 7, 2026, and assuming all unvested EFSI awards elect JMSB shares; the actual issuance may change with EFSI’s outstanding share count before completion. If completed, each eligible EFSI share converts into 2.00 JMSB shares, with cash paid for fractional shares. The implied value was $46.02 per EFSI share on October 13, 2026.
The transaction also combines EFSI’s Bank of Clarke with John Marshall Bank, with John Marshall Bank surviving. Completion requires JMSB shareholders to approve the share issuance and EFSI shareholders to approve the merger; EFSI approval requires at least two-thirds of outstanding shares entitled to vote. Both virtual meetings are scheduled for November 19, 2026. The companies expect completion in the first quarter of 2027, subject to shareholder and regulatory approvals and other closing conditions. The fixed exchange ratio means the consideration’s market value will fluctuate with JMSB’s share price.
John Marshall Bancorp, Inc. (JMSB) has agreed to a series of mergers with Eagle Financial Services, Inc. (EFSI), subject to shareholder and regulatory approvals and other closing conditions. In the First Merger, each eligible EFSI common share will convert into the right to receive 2.00 JMSB common shares; cash will be paid in lieu of fractional shares. EFSI’s Bank of Clarke will merge into JMSB’s John Marshall Bank, and EFSI will then merge into JMSB.
JMSB currently expects to issue approximately 10,823,230 shares, based on EFSI shares outstanding as of September 7, 2026, including underlying restricted stock awards and assuming those awards receive JMSB shares. The actual number may change with EFSI shares outstanding before completion. The exchange ratio is fixed, but the market value of the consideration will fluctuate with JMSB’s share price; based on September 4, 2026 closing prices, its stated implied value was $46.72 per EFSI share.
Both companies’ virtual special meetings are scheduled for November 19, 2026. EFSI approval requires at least two-thirds of its outstanding shares entitled to vote; JMSB’s share issuance proposal requires votes in favor to exceed votes against. Completion is expected in the first quarter of 2027, but the companies say they cannot assure when or if it will occur.
John Marshall Bancorp, Inc. (JMSB) currently expects to issue approximately 10,823,230 shares of its common stock in a proposed merger with Eagle Financial Services, Inc. (EFSI). This estimate is based on EFSI shares outstanding as of September 7, 2026, including shares underlying EFSI restricted stock awards that will automatically vest, and assumes all unvested EFSI awards elect JMSB shares. If the First Merger closes, each eligible EFSI common share would convert into the right to receive 2.00 shares of JMSB common stock.
George Sub, a JMSB subsidiary, would merge into EFSI, followed by EFSI merging into JMSB; Bank of Clarke would merge into John Marshall Bank. JMSB and John Marshall Bank would survive. Former EFSI shareholders as a group are expected to own approximately 43.4% of the surviving corporation’s common stock immediately after the First Merger, based on shares and awards as of June 30, 2026 and assuming all unvested restricted stock awards elect JMSB shares.
Completion is expected in the first quarter of 2027 and requires approval by both companies’ shareholders, necessary regulatory approvals and other closing conditions. EFSI shareholders must approve the merger, and JMSB shareholders must approve the share issuance.
John Marshall Bancorp, Inc. (JMSB) announced a stock-for-stock merger agreement with Eagle Financial Services, Inc. (EFSI) under which each share of EFSI common stock will be converted into the right to receive 2.00 shares of JMSB common stock, with cash paid for fractional shares. The transaction uses a two-step merger structure and will be followed by the merger of Bank of Clarke into John Marshall Bank, which will remain the surviving bank.
The combined company’s board will have 12 directors, evenly split between JMSB and EFSI, with Christopher W. Bergstrom as Executive Chairman and Brandon C. Lorey as Chief Executive Officer. Closing is subject to shareholder approvals, required banking and other regulatory approvals without a “Burdensome Condition,” effectiveness of a Form S-4 registration statement, and Nasdaq listing of the JMSB shares to be issued. Either party may terminate if the merger is not completed by September 30, 2027, with a $10.1 million termination fee payable in specified circumstances.
John Marshall Bancorp, Inc. (JMSB) agreed to acquire Eagle Financial Services, Inc. (EFSI) in an all-stock merger valued at approximately $253 million, with each EFSI share converting into 2.0 shares of JMSB common stock, plus cash for fractional shares. Based on JMSB’s September 4, 2026 price, this implies $46.72 per EFSI share, an 11.5% premium, and issuance of about 10.8 million JMSB shares.
The combined company is expected to have about $4.4 billion in assets, $3.7 billion in deposits and $3.6 billion in loans, creating a top‑five Virginia‑headquartered bank by deposits, with John Marshall focused on the D.C. metro area and Bank of Clarke in the Shenandoah Valley. Governance will be split 6–6 between legacy JMSB and EFSI directors; Christopher Bergstrom will become Executive Chairman, and EFSI’s Brandon Lorey will serve as CEO.
JMSB expects the deal to be approximately 38% accretive to 2027 EPS once cost savings are fully phased in, with pro forma 2027 ROAA of about 1.6% and ROATCE of about 16.2%, offset by roughly 14% tangible book value dilution at closing and a modeled 3.1‑year TBV earnback. The parties target closing in early Q1 2027, subject to shareholder and regulatory approvals and customary conditions.
John Marshall Bancorp, Inc. (JMSB) director Philip Chase reported a purchase of 133 shares of Common Stock on August 26, 2026 through reinvestment of cash dividends at $22.96 per share. Following this transaction, he holds 32,408 shares directly, including 2,706 unvested restricted stock awards, and 74,920 shares indirectly through the Philip R. Chase Revocable Trust over which he has investment control.