[8-K] John Marshall Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 filing – FARO Technologies (FARO)

Director Moonhie Chin disclosed the disposition of 33,010 common shares on 07/21/2025. The securities, including related restricted stock units, were automatically cancelled and converted into $44.00 cash per share under the Agreement and Plan of Merger dated 05/05/2025, whereby AMETEK TP, Inc. merged with and into FARO. As a result of the cash-out, Chin now reports 0 shares beneficially owned and no derivative holdings.

The filing evidences the closing mechanics of the AMETEK acquisition; all FARO equity holders should receive the $44 cash consideration and the company’s common stock is expected to cease trading.

Positive

• Cash payout confirmed: each FARO share converted into $44, delivering immediate liquidity to shareholders.
• Merger completion eliminates closing risk and locks in acquisition premium.

Negative

• Equity terminated: FARO stock will cease trading, removing potential upside participation.
• Insider exit underscores that no management or director equity remains post-merger.

Insights

M&A Specialist

TL;DR – Filing confirms AMETEK’s $44-per-share cash merger closed; insider ownership reduced to zero.

The Form 4 serves as legal confirmation that the FARO-AMETEK merger has consummated. The entire insider stake (33,010 shares) was converted into the agreed $44 cash consideration, eliminating any remaining equity float. For arbitrageurs, this de-risks the closing payment and signals the imminent delisting of FARO shares. The transaction is accretive to FARO holders relative to pre-deal trading levels and removes future market volatility, hence I assess the impact as positive for legacy shareholders.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): July 21, 2025

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John Marshall Bancorp, Inc.

(Exact name of registrant as specified in its charter)

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Virginia		001-41315		81-5424879
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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1943 Isaac Newton Square, Suite 100

Reston, Virginia 20190

(Address, including zip code, of principal executive offices)

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Registrant’s telephone number, including area code: (703) 584-0840

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

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	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class registered		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		JMSB		The Nasdaq Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☒

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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Item 8.01 Other Events.

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On July 21, 2025, John Marshall Bancorp, Inc. (the “Company”) announced initiation of equity research coverage on the Company’s stock by the investment banking firm Keefe, Bruyette and Woods, a Stifel Company (“KBW”). A copy of the press release is included in Exhibit 99.1 to this report.

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Item 9.01 Financial Statements and Exhibits.

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Exhibits.

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Exhibit No.		Description
99.1	​	Press release dated July 21, 2025
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

				JOHN MARSHALL BANCORP, INC.
Date: July 21, 2025				By:		/s/ Kent D. Carstater
						Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

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FAQ

What did the FARO Form 4 filed on 07/21/2025 disclose?

Director Moonhie Chin reported disposal of 33,010 FARO shares, converted into $44 cash per share at merger closing.

Who acquired FARO Technologies and at what price?

AMETEK, Inc. acquired FARO via a cash merger at $44.00 per share.

How many FARO shares does the insider now own?

Following the transaction, the insider reports 0 shares beneficially owned.

Will FARO stock continue to trade after this filing?

No. The filing indicates the merger closed, so FARO common stock is expected to be delisted.

Does the filing mention any derivative securities?

No derivative positions remain; all were cancelled in exchange for the cash consideration.