John Marshall Bancorp to acquire Eagle Financial for $253M
JMSB plans an all-stock $253 million merger with EFSI, creating a $4.4 billion-asset Virginia community banking franchise with modeled EPS accretion but tangible book dilution.
Rhea-AI Filing Summary
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.
Positive
- Strong modeled EPS accretion: JMSB projects roughly 38% accretion to 2027 EPS once cost savings are fully phased in, with pro forma 2027 ROAA ~1.6% and ROATCE ~16.2%.
- Scale and market position: The combined bank is expected to reach about $4.4 billion in assets and become the 5th largest Virginia‑headquartered bank by deposits, broadening presence from the D.C. metro area to the Shenandoah Valley.
- Dividend support for EFSI holders: JMSB expects to increase its quarterly dividend to $0.155 per share, aligning with an effective $0.31 quarterly payout for former EFSI shareholders, matching EFSI’s current dividend level.
- Diversified, fee-rich franchise: Pro forma business includes EFSI’s wealth management unit with about $599 million of assets under management and mortgage/SBA operations, adding higher‑margin, capital‑light fee income to JMSB.
Negative
- Tangible book value dilution: JMSB forecasts roughly 14% tangible book value dilution at closing, with a modeled tangible book earnback period of about 3.1 years under the crossover method.
- Shareholder dilution from new equity: The transaction implies issuance of about 10.8 million new JMSB shares to EFSI holders, increasing the share count and diluting existing JMSB owners’ percentage ownership.
- Termination fee and break risk: Either party may owe a $10.1 million termination fee if certain deal‑failure or competing‑transaction scenarios occur, adding cost risk if the merger does not close.
- Regulatory and execution uncertainty: Closing depends on multiple regulatory approvals without a “Burdensome Condition,” tax‑free reorganization opinions, and successful integration of two banks across different markets.
Filing Explained
The signed all-stock merger remains incomplete; it adds award vesting, voting commitments, executive contracts, and a $10.1 million conditional termination fee.
The filing adds transaction mechanics beyond the announced exchange: existing restricted awards vest immediately before closing, with elections between JMSB shares and cash, while awards granted after
Voting agreements require specified directors and executive officers of both companies to support the merger, oppose competing proposals, and generally refrain from transferring the covered shares before closing or termination. They cover approximately
The amended executive agreements become effective only if the merger closes: Bergstrom receives a 39-month term, an initial annual salary of
Either party may terminate if the merger has not closed by
The next material resolution points are the Form S-4 registration statement, the joint proxy statement and prospectus, shareholder votes, regulatory approvals, and the closing conditions stated in the agreement.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
Burdensome Condition regulatory
Section 368(a) of the Internal Revenue Code financial
Form S-4 regulatory
core deposit intangible financial
termination fee financial
FAQ
What are the key terms of John Marshall Bancorp (JMSB) merging with Eagle Financial Services (EFSI)?
What size and market position will the combined JMSB-EFSI bank have?
Is the JMSB–EFSI merger expected to be accretive or dilutive to JMSB’s earnings?
When is the JMSB–EFSI merger expected to close and what approvals are needed?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On September 7, 2026, John Marshall Bancorp, Inc. (“JMSB”) and Eagle Financial Services, Inc. (“EFSI”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with George Sub, Inc., a newly formed Virginia corporation and a wholly owned subsidiary of JMSB (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into EFSI (the “First Merger”), with EFSI continuing as the surviving corporation in the First Merger (the “Intermediate Surviving Corporation”), and immediately thereafter the Intermediate Surviving Corporation will merge with and into JMSB (the “Second Merger”), with JMSB as the surviving corporation (the “Surviving Corporation”). Simultaneously with the First Merger, EFSI’s wholly owned bank subsidiary, Bank of Clarke, will merge with and into JMSB’s wholly owned bank subsidiary, John Marshall Bank (the “Bank Merger” and, together with the First Merger and the Second Merger, the “Mergers”), with John Marshall Bank continuing as the surviving bank in the Bank Merger (the “Surviving Bank”). The Merger Agreement was unanimously approved by the board of directors of JMSB and unanimously approved by all present directors of the board of directors of EFSI.
Merger Consideration
Subject to the terms and conditions of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each outstanding share of common stock, par value $2.50 per share, of EFSI (“EFSI Common Stock”) will be converted into the right to receive 2.00 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of JMSB (“JMSB Common Stock”), with cash to be paid in lieu of any fractional shares (the “Merger Consideration”).
Treatment of Equity Awards
Immediately prior to the Effective Time, each restricted stock award of EFSI (“EFSI Restricted Stock Award”) will fully vest, with any performance conditions deemed satisfied at the target level, and, at the holder’s election, made no earlier than 15 business days and no later than five business days before the Effective Time, each such award will either (a) be converted automatically into the right to receive the Merger Consideration in respect of each underlying share, with any fractional shares rounded down to the nearest whole share of JMSB Common Stock, or (b) be canceled in consideration for the right to receive a lump sum cash payment equal to the Exchange Ratio multiplied by the number of shares underlying such EFSI Restricted Stock Award multiplied by the average closing prices of JMSB Common Stock for the 20 consecutive full trading days on which such shares are actually traded on Nasdaq ending at the close of trading on the 10th business day prior to closing (the “Average Closing Price”), less required withholding taxes; provided that, if no timely election is made, clause (a) will apply. Any EFSI Restricted Stock Awards granted after September 7, 2026 (“New EFSI Restricted Stock Award”) will not vest as a result of the transactions contemplated by the Merger Agreement. At the Effective Time, each New EFSI Restricted Stock Award that is outstanding immediately prior to the Effective Time will be converted into time-based JMSB Restricted Stock Awards (as defined below) with the same terms and conditions as were applicable under the New EFSI Restricted Stock Awards prior to the Effective Time, with any performance conditions deemed satisfied at the target level. The number of shares of JMSB Common Stock subject to each JMSB Restricted Stock Award will be equal to the product (rounded to the nearest whole share) of the Exchange Ratio and the number of shares of EFSI Common Stock represented by the New EFSI Restricted Stock Award.
Immediately prior to the Effective Time, each outstanding restricted stock award of JMSB (“JMSB Restricted Stock Award”) will likewise fully vest and the holder may elect, by notice delivered no earlier than 15 business days and no later than five business days before the Effective Time, to cancel each JMSB Restricted Stock Award in consideration for the right to receive a lump sum cash payment equal to the number of shares underlying such JMSB Restricted Stock Award multiplied by the Average Closing Price, less required withholding taxes. Any JMSB Restricted Stock Awards granted after September 7, 2026 will not vest as a result of the transactions contemplated by the Merger Agreement and will continue to vest following the Effective Date in accordance with the vesting schedule and terms and conditions of the applicable JMSB Restricted Stock Award.
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Corporate Governance
The Merger Agreement provides that, at the Effective Time, Surviving Corporation’s board of directors will consist of 12 directors, 6 from JMSB and 6 from EFSI. Christopher W. Bergstrom will serve as Executive Chairman of the Surviving Corporation. Cary C. Nelson will serve as Lead Independent Director of the Surviving Corporation. With respect to the board of directors of the Surviving Corporation, the Merger Agreement further provides that the governance and nominating committee will be composed of an equal number of EFSI directors and JMSB directors and that at the first annual meeting of shareholders of the Surviving Corporation following the Effective Time, the board of directors will nominate and recommend these directors for re-election. The Merger Agreement provides that, at the Effective Time, Surviving Corporation will be led by Brandon C. Lorey as Chief Executive Officer and a director, Kent D. Carstater as President of the Surviving Corporation and Chief Operating Officer of the Surviving Bank and Joseph T. Zmitrovich as Chief Revenue Officer of the Surviving Corporation and President of the Surviving Bank.
Representations and Warranties; Covenants
The Merger Agreement contains customary representations and warranties from both JMSB and EFSI, and each party has agreed to customary covenants, including, among others, covenants relating to (a) the conduct of each party’s business during the interim period between the execution of the Merger Agreement and the Effective Time, (b) its obligation to call a meeting of its shareholders for purposes of obtaining approval of the transactions contemplated by the Merger Agreement and, subject to certain exceptions, to recommend that its shareholders approve such transactions, and (c) non-solicitation obligations of each of JMSB and EFSI relating to alternative acquisition proposals or entering into discussions or negotiations or providing confidential information in connection with certain proposals for an alternative transaction.
Each of the parties have agreed to use its reasonable best efforts to obtain as promptly as practicable all consents required to be obtained from any governmental authority or other third party that are necessary or advisable to consummate the transactions contemplated by the Merger Agreement (including the Mergers). Notwithstanding such general obligation to obtain such consents of governmental authorities, except for certain circumstances, neither party is permitted to take any action that would reasonably be expected to be materially burdensome to the business, operations, capital, financial condition or results of operations on the business of JMSB and its subsidiaries, or on the business of EFSI and its subsidiaries, in each case, after the closing of the Mergers (a “Burdensome Condition”) without the prior written consent of the other party.
Closing Conditions
The completion of the Mergers is subject to customary conditions, including, among others, (a) receipt of shareholder approvals of each of JMSB and EFSI; (b) receipt of all required regulatory approvals (or waivers), including from the Board of Governors of the Federal Reserve System, and the Virginia Bureau of Financial Institutions; (c) no required regulatory approvals contain, have resulted in or would reasonably be expected to result in the imposition of a Burdensome Condition; (d) the absence of any law or order that would prohibit, restrict or make illegal the consummation of the Mergers; (e) the effectiveness of the registration statement, including the joint proxy statement and prospectus, relating to shareholder approval of the Mergers and the issuance of JMSB Common Stock in the First Merger; (f) the approval for listing on the Nasdaq Capital Market of the shares of JMSB Common Stock to be issued in the First Merger; and (g) each party’s receipt of an opinion from its counsel to the effect that the First Merger and the Second Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Each party’s obligation to complete the Mergers is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party; and (ii) performance in all material respects by the other party of its obligations under the Merger Agreement.
Termination
The Merger Agreement provides certain termination rights for both JMSB and EFSI, including the right of either party to terminate if the Mergers have not been consummated by September 30, 2027 (the “Termination Date”), and further provides that a termination fee of $10,100,000 will be payable by either EFSI or JMSB, under certain circumstances, including if the board of directors of EFSI or JMSB changes its recommendation to shareholders with respect to the transactions, they would pay the termination fee if the other party terminates following such change in board recommendations. The termination fee will also be payable in certain circumstances where the Merger Agreement is terminated and within 12 months after termination, that party consummates or enters into an agreement for an alternative acquisition transaction. Specifically, the termination fee will also be required to be paid if (i) the Merger Agreement is terminated because (a) the applicable party’s shareholders fail to approve the required matters at their meeting, (b) the Mergers are not consummated by the Termination Date at a time when that party’s shareholder approval has not been obtained or (c) the other party terminates for that party’s breach; (ii) an alternative acquisition proposal with respect to that party has been made or publicly announced after the date of the Merger Agreement; and (iii) within 12 months after termination, that party consummates or enters into an agreement for an alternative acquisition transaction.
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Additional Information
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement (other than, in the case of certain covenants, third party beneficiaries expressly identified therein), may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among JMSB, Merger Sub and EFSI instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (a) will not survive consummation of the Mergers, unless otherwise specified therein, and (b) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding JMSB, Merger Sub or EFSI, their respective affiliates or their respective businesses. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement.
The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding JMSB, Merger Sub, EFSI, their respective affiliates or their respective businesses, the Merger Agreement and the Mergers that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 to be filed by JMSB under the Securities Act that will include a Joint Proxy Statement of JMSB and EFSI and a Prospectus of JMSB, as well as in the Forms 10-K, Forms 10-Q and other filings that each of JMSB and EFSI make with the Securities and Exchange Commission (“SEC”).
Voting Agreements
In connection with entering into the Merger Agreement, each director and certain executive officers of EFSI and each director and certain executive officers of JMSB have entered into voting agreements with JMSB and EFSI (the “Voting Agreements”), pursuant to which each such director and certain executive officers have agreed, among other things, to vote his or her shares of EFSI Common Stock or JMSB Common Stock, as applicable, in favor of the approval the Merger Agreement and the transactions contemplated thereby, and against any action or agreement that could result in a material breach of any covenant, representation or warranty or other obligation of EFSI or JMSB, as applicable, under the Merger Agreement, against any alternative acquisition proposal, and against any action or agreement that could reasonably be expected to impede, interfere with, prevent, delay, postpone, discourage, frustrate the purposes of or adversely affect the transactions contemplated by the Merger Agreement. The Voting Agreements also provide that the directors and certain executive officers signatory thereto will vote in favor of the adjournment or postponement of their company’s shareholders’ meeting if (x) as of the time for which such shareholders’ meeting is originally scheduled, there are insufficient shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such shareholders’ meeting or (y) on the date of the shareholders’ meeting, their company has not received proxies representing a sufficient number of shares necessary to obtain the requisite shareholder approval. Subject to certain exceptions, each such director and certain executive officers have also agreed not to transfer such shares of EFSI Common Stock or JMSB Common Stock, as applicable, prior to the Effective Time or the termination of the Merger Agreement, without the prior written consent of JMSB or EFSI, as applicable. The Voting Agreements automatically terminate upon the termination of the Merger Agreement. The directors and certain executive officers of EFSI that are parties to Voting Agreements own in the aggregate approximately 5.97% of the outstanding shares of EFSI Common Stock subject to the Voting Agreements as of September 7, 2026. The directors and certain executive officers of JMSB that are parties to Voting Agreements own in the aggregate approximately 12.73% of the outstanding shares of JMSB Common Stock subject to the Voting Agreements as of September 7, 2026.
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The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the forms of Voting Agreement, which is attached as Exhibit 10.1 (as to the Voting Agreements entered into by EFSI directors and certain EFSI executive officers) and Exhibit 10.2 (as to the Voting Agreements entered into by JMSB directors and certain JMSB executive officers) hereto and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Immediately following the Effective Time, the following leadership changes will occur:
| · | Christopher Bergstrom will step down as President and Chief Executive Officer of JMSB and John Marshall Bank and will be appointed Executive Chairman of JMSB and John Marshall Bank. |
| · | Brandon Lorey (current President and Chief Executive Officer of EFSI and Bank of Clarke) will be appointed Chief Executive Officer of JMSB and John Marshall Bank |
| · | Kent Carstater Senior Executive Vice President, Chief Financial Officer of JMSB and John Marshall Bank will be promoted to the position of President of JMSB and Chief Operating Officer of John Marshall Bank. |
| · | Nicholas Smith will be appointed Chief Financial Officer of JMSB and John Marshall Bank. |
| · | Joseph Zmitrovich (current President and Chief Banking Officer of EFSI and Bank of Clarke) will be appointed President of John Marshall Bank and Chief Revenue Officer of JMSB. |
| · | Andrew Peden will remain in the same role, Senior Executive Vice President, Chief Banking Officer of JMSB and John Marshall Bank. |
On September 7, 2026, JMSB entered into amended and restated employment agreements with each of Messrs. Bergstrom, Carstater and Peden (the “Amended and Restated Employment Agreements”) that will become effective at the Effective Time contingent on the consummation of the transactions contemplated by the Merger Agreement.
Bergstrom Amended and Restated Employment Agreement
Pursuant to the terms of Mr. Bergstrom’s Amended and Restated Employment Agreement, Mr. Bergstrom’s employment with JMSB and John Marshall Bank will continue for a term of 39 months from the Effective Time, but in any case no earlier than March 31, 2030, unless earlier terminated in accordance with Bergstrom’s Amended and Restated Employment Agreement or extended by mutual agreement.
Bergstrom’s Amended and Restated Employment Agreement provides for an initial annual base salary of $500,000, increasing by 5% annually, that may not be decreased without Mr. Bergstrom’s written consent. Mr. Bergstrom is eligible to receive an annual bonus with a target value of 50% of his base salary and a maximum of 100% of his base salary, subject to the achievement of performance targets set by the Board of Directors of JMSB and John Marshall Bank (the “Boards”); provided that Mr. Bergstrom’s annual bonus payout percentage will not be less than that of the Chief Executive Officer of JMSB for the applicable fiscal year, subject to his continued performance in good standing.
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During each year of the term, Mr. Bergstrom will receive equity awards in the form of time-based restricted stock, each with a grant date value measured at the same percentage of his base salary as the total equity awards (including time- and performance-based equity awards) provided to the Chief Executive Officer of JMSB (as measured as a percentage of the Chief Executive Officer's base salary). The restricted stock awards will vest in approximately equal amounts, starting with a portion vesting immediately at grant and then on the next anniversaries of grant until the anniversary occurring in 2030. The restricted stock awards will immediately vest upon a change of control, a termination of Mr. Bergstrom's employment without "cause," due to his death or "incapacity," or upon his resignation for "good reason" (as such terms are defined in Bergstrom’s Amended and Restated Employment Agreement).
In the event of a termination of Mr. Bergstrom’s employment by JMSB or John Marshall Bank without cause or by Mr. Bergstrom for good reason, subject to his timely execution and delivery of a general release that becomes effective and irrevocable, and to his continued compliance with certain non-competition and non-solicitation provisions in his Amended and Restated Employment Agreement, Mr. Bergstrom would be entitled to receive (i) a lump-sum cash payment equal to 2.99 times his annual compensation, provided that such multiple is reduced to two times for any such termination occurring after the second anniversary of the Effective Time, and (ii) payment of his health insurance premiums under COBRA for a period of two years following his termination date, to the extent he is eligible for such benefits.
In the event of a termination of Mr. Bergstrom’s employment by JMSB or John Marshall Bank without cause or by Mr. Bergstrom for good reason within the two years following a subsequent change in control, subject to his timely execution and delivery of a general release that becomes effective and irrevocable, and to his continued compliance with certain non-competition and non-solicitation provisions in his Amended and Restated Employment Agreement, Mr. Bergstrom would be entitled to receive (i) a lump-sum cash payment equal to 2.99 times his annual compensation and (ii) payment of his health insurance premiums under COBRA for a period of two years following his termination date, to the extent he is eligible for such benefits.
Carstater Amended and Restated Employment Agreement
Mr. Carstater’s Amended and Restated Employment Agreement remains on substantially the same terms as his current employment agreement; however, it provides for an increase to his annual base salary to $500,000 in connection with his promotion and an adjustment to the severance multiple from 2.5 to 2.99 times his annual compensation if he is terminated without “cause” or resigns for “good reason” (as such terms are defined in Mr. Carstater’s Amended and Restated Employment Agreement) within the two years following a change in control, which includes the transactions contemplated by the Merger Agreement.
Peden Amended and Restated Employment Agreement
Mr. Peden’s Amended and Restated Employment Agreement remains on substantially the same terms as his current employment agreement; however, it provides for a payment to be made to Mr. Peden within fifteen (15) days following the Effective Time of an amount equal to 2.5 times his annual compensation and corresponding reduction to the severance multiple from 2.5 to one times his annual compensation if he is terminated without “cause” or resigns for “good reason” (as such terms are defined in Mr. Peden’s Amended and Restated Employment Agreement) within the two years following a subsequent change in control.
The foregoing summaries of the terms of the Amended and Restated Employment Agreements are qualified in their entirety by the terms of the respective Amended and Restated Employment Agreements, which will be filed with JMSB’s Form S-4 and are incorporated herein by reference.
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| Item 7.01 | Regulation FD Disclosure. |
On September 8, 2026, JMSB and EFSI issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
In connection with the announcement of the Merger Agreement, on September 8, 2026, JMSB released a presentation to investors about the proposed transactions. A copy of the investor presentation is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
This information (including Exhibits 99.1 and 99.2) is being furnished under Item 7.01 hereof and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Important Additional Information
In connection with the proposed transaction, JMSB will file a registration statement on Form S-4 with the SEC to register the shares of JMSB common stock to be issued in connection with the proposed transaction. The registration statement will include a joint proxy statement of JMSB and EFSI, which also constitutes a prospectus of JMSB. When final, a definitive copy of the joint proxy statement/prospectus will be mailed or otherwise delivered to shareholders of JMSB and shareholders of EFSI in connection with the solicitation of certain approvals related to the proposed transaction. Each of JMSB and EFSI may file with the SEC other relevant documents concerning the proposed transaction.
INVESTORS AND SHAREHOLDERS OF JMSB AND EFSI AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JMSB, EFSI AND THE PROPOSED TRANSACTION.
Investors and shareholders will be able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about JMSB and EFSI, without charge, at the SEC’s website, www.sec.gov, when they are filed. Copies of documents filed with the SEC by JMSB will be made available free of charge in the “Investor Relations” section of JMSB’s website, investor.johnmarshallbank.com, or can be obtained by requesting by mail at John Marshall Bancorp, Inc., 1943 Isaac Newton Square East, Suite 100, Reston, Virginia 20190, Attention: Corporate Secretary. Copies of documents filed with the SEC by EFSI will be made available free of charge in the “Investor Relations” section of EFSI’s website, investors.bankofclarke.bank, or can be obtained by requesting by mail at Eagle Financial Services, Inc., 2 East Main St, P.O. Box 391, Berryville, Virginia 22611, Attention: Secretary. The information on JMSB’s or EFSI’s respective websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation
JMSB, EFSI and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of JMSB and shareholders of EFSI in respect of the proposed transaction under the rules of the SEC. Information regarding JMSB’s directors and executive officers is available in its definitive proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 29, 2026, and certain other documents filed by JMSB with the SEC. Information regarding EFSI’s directors and executive officers is available in its definitive proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 8, 2026, and certain other documents filed by EFSI with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Investors should read these documents carefully when they become available before making any voting or investment decisions. Free copies of these documents, when available, may be obtained as described in the preceding section.
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No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on certain assumptions and describe future plans, strategies and expectations of JMSB, EFSI, the combined company or otherwise relating to the proposed transaction. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.
Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of which are beyond the control of JMSB, EFSI and the combined company. Caution should be exercised against placing undue reliance on forward-looking statements. Factors which could cause actual results to differ materially include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the right of JMSB or EFSI to terminate the definitive agreement; the outcome of any legal proceedings or governmental inquiries or actions that may be instituted against JMSB, EFSI or the combined company; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals or consents are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of JMSB and EFSI to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; any changes of, including the risk that any announcements relating to the proposed transaction could have adverse effects on, the market price of the common stock of JMSB or EFSI; the possibility that the anticipated benefits or synergies of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where JMSB and EFSI do business, and such integration may be more difficult, time-consuming or costly than expected and may result in unexpected liabilities or operational disruptions; certain restrictions during the pendency of the proposed transaction that may impact JMSB’s and EFSI’s ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of JMSB management’s or EFSI management’s attention from ongoing business operations and opportunities; revenues following the proposed transaction may be lower than expected; the concentration of JMSB’s business in the Washington, D.C. metropolitan area and the effect of changes in the economic, political and environmental conditions on this market, including shutdowns and potential reductions in spending by the United States government, and related reductions in the federal workforce; adequacy of allowance for loan credit losses, allowance for unfunded commitments credit losses, and allowance for credit losses associated with JMSB’s held-to-maturity and available-for-sale securities portfolios; deterioration of JMSB’s or EFSI’s asset quality; future performance of JMSB’s or EFSI’s loan portfolio with respect to recently originated loans; the level of prepayments on loans and mortgage-backed securities; liquidity, market volatility, interest rate and operational risks; changes in the financial condition or results of operations that reduce capital of JMSB, EFSI or the combined company; the ability of JMSB, EFSI or the combined company to maintain existing deposit relationships or attract new deposit relationships; changes in consumer spending, borrowing, investment, repayment and savings habits; inflation, recession and changes in interest rates; changes in the monetary and fiscal policies of the United States government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; risks related to new lines of business, products, product enhancements or services; increased competition with other financial institutions and fintech companies; adverse changes in the securities markets; the dilution caused by JMSB’s issuance of additional shares of its capital stock in connection with the proposed transaction; changes in the financial condition or future prospects of issuers of securities that we own; JMSB’s and EFSI’s ability to maintain an effective risk management framework; changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements; compliance with legislative or regulatory requirements; results of examination of JMSB, EFSI or the combined company by regulators, including the possibility of requirements to increase allowance for credit losses or to write-down assets or take similar actions; potential claims, damages, and fines related to litigation or government actions; the effectiveness of JMSB’s or EFSI’s internal controls over financial reporting and their ability to remediate any future material weakness in internal controls over financial reporting; geopolitical conditions, including trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, negatively impacting business and economic conditions in the U.S. and abroad; the effects of weather-related or natural disasters, which may negatively affect the operations and/or loan portfolio and increase cost of conducting business of JMSB or EFSI; public health events (such as the COVID-19 pandemic) and governmental and societal responses thereto; technological risks and developments, data privacy and security risks, and cyber threats, attacks, or events; changes in accounting policies and practices; the ability of JMSB, EFSI or the combined company to successfully capitalize on growth opportunities; the ability of JMSB, EFSI or the combined company to retain or hire key employees or to maintain relationships with customers, suppliers or other business partners, including in connection with the announcement, pendency or completion of the proposed transaction; risks related to the potential impact of general economic, political and market conditions, either nationally or in the relevant market area, including higher unemployment and lower real estate values; implications of JMSB’s status as a smaller reporting company and as an emerging growth company; and other factors discussed in JMSB’s and EFSI’s reports (such as Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made and are based on information available at that time; and neither JMSB or EFSI undertakes, and each of them specifically disclaims, any obligation or duty to publicly release the result of any revisions which may be made to 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 otherwise update such forward-looking statements, whether written or oral, except as required by applicable securities laws. The foregoing list of factors is not exhaustive, and other factors that may affect actual results or future events may emerge from time to time. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.
| 7 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Agreement and Plan of Merger, by and among John Marshall Bancorp, Inc., George Sub, Inc. and Eagle Financial Services, Inc., dated September 7, 2026* | |
| 10.1 | Form of Eagle Financial Services, Inc. Voting Agreement | |
| 10.2 | Form of John Marshall Bancorp, Inc. Voting Agreement | |
| 99.1 | Joint Press Release announcing the execution of the Merger Agreement, dated September 8, 2026 | |
| 99.2 | Investor Presentation, dated September 8, 2026 | |
| 104 | The cover page of John Marshall Bancorp, Inc.’s Form 8-K is formatted in Inline XBRL. |
| * | Certain schedules and attachments have been omitted pursuant to the instructions of Form 8-K and Item 601(a)(5) of Regulation S-K. |
| 8 |
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: September 8, 2026 | By: | /s/ Christopher W. Bergstrom |
| Christopher W. Bergstrom | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
 |
 |
| FOR IMMEDIATE RELEASE | September 8, 2026 |
John Marshall Bancorp, Inc. and Eagle Financial Services, Inc.
Announce Strategic Merger
Uniting Two of Virginia’s Leading Community Banks
RESTON, Va. and BERRYVILLE, Va., September 8, 2026 — John Marshall Bancorp, Inc. (Nasdaq: JMSB) (“John Marshall” or the “Company”), the parent company of John Marshall Bank, and Eagle Financial Services, Inc. (Nasdaq: EFSI) (“EFSI”), the parent company of Bank of Clarke, today jointly announced the signing of a definitive merger agreement that will bring together two of Virginia’s most respected community banking franchises. Under the terms of the agreement, at closing, EFSI will merge with and into John Marshall in an all-stock transaction valued at approximately $253 million, or $46.72 per share of EFSI common stock, based on John Marshall’s closing stock price of $23.36 as of September 4, 2026.
Highlights of the Transaction
| · | Creates a $4.4 billion, high-performing company — with 23 banking offices forming a single, contiguous franchise from the Shenandoah Valley through Northern Virginia and adjacent Montgomery County, Maryland to the Nation’s Capital |
| · | Brings together a deep, complementary leadership team — proven bankers with decades of combined in-market experience, anchored by leaders who have built their careers in the communities the combined company will serve |
| · | Delivers more for clients and communities — a broader set of capabilities and deeper local expertise, backed by the resources of a larger bank, while remaining locally driven |
| · | Creates meaningful value for shareholders of both companies — improved profitability and enhanced capital generation, together with greater scale that positions the combined company for continued long-term growth |
“Bank of Clarke has spent nearly a century and a half earning the trust of the Shenandoah Valley,” said Chris Bergstrom, President and CEO of John Marshall. “Together we will have the scale to do more for our clients, more for our employees and more for the communities we serve, without giving up the local decision-making that has defined both of our banks.” Brandon Lorey, President and CEO of Eagle Financial Services, added, “At its core, this is about bringing together two organizations that think alike, serve customers the same way, and believe in the future of community banking. By combining our strengths, we're creating a stronger franchise with greater lending capacity, more opportunities for employees, and the scale to continue investing in our customers and communities for years to come.”
Transaction Details
Under the terms of the definitive merger agreement, which was unanimously approved by the board of directors of John Marshall and unanimously approved by all present directors of the board of directors of EFSI, each share of EFSI common stock will be converted into the right to receive 2.0 shares of John Marshall common stock. Based on John Marshall’s closing stock price of $23.36 as of September 4, 2026, the implied per share consideration is $46.72, representing an aggregate transaction value of approximately $253 million and a premium of approximately 11.5% to EFSI’s closing stock price of $41.90 as of the same date.
Following the closing of the transaction, John Marshall expects to increase its quarterly cash dividend to $0.155 per share, which would result in a quarterly dividend equal to $0.31 per share to EFSI shareholders, equivalent to EFSI’s current quarterly dividend.
Name, Branding and Headquarters
The combined holding company will be John Marshall Bancorp, Inc. and will be headquartered in Reston, Virginia. The banking subsidiary will be headquartered in Berryville, Virginia. The company will continue to trade on the Nasdaq Stock Market under the ticker symbol “JMSB.” Both banking companies will continue to operate under their current brands, with Bank of Clarke as the brand in its legacy Shenandoah Valley markets, preserving a name that has served the community since 1881.
Leadership and Governance
The combined company’s board of directors will consist of 12 directors, 6 from John Marshall and 6 from EFSI. Christopher W. Bergstrom will serve as Executive Chairman of the combined company. Cary C. Nelson will serve as Lead Independent Director of the combined company.
The combined company will be led by a seasoned management team drawing on the strengths of both organizations.
· Brandon C. Lorey, current President and Chief Executive Officer of EFSI, will serve as Chief Executive Officer and a director of both the combined company and the banking subsidiary
· Kent D. Carstater, current Chief Financial Officer of John Marshall, will serve as President of the combined company and Chief Operating Officer of the banking subsidiary
· Joseph T. Zmitrovich, current Chief Banking Officer of EFSI, will serve as Chief Revenue Officer of the combined company and President of the banking subsidiary
Timing and Approvals
The transaction is expected to close early in the first quarter of 2027, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of both John Marshall and EFSI. Concurrently with the execution of the merger agreement, the directors and certain executive officers of EFSI have entered into agreements with John Marshall pursuant to which they have committed to vote their shares of EFSI common stock in favor of the merger, and the directors and certain executive officers of John Marshall have entered into agreements with EFSI pursuant to which they have committed to vote their shares of John Marshall common stock in favor of the merger, in each case, subject to customary exceptions and conditions set forth therein.
Advisors
Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor to John Marshall and delivered a fairness opinion to the John Marshall board of directors, and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to John Marshall. Piper Sandler & Co. served as financial advisor to EFSI and delivered a fairness opinion to the EFSI board of directors, and Troutman Pepper Locke LLP served as legal counsel to EFSI.
Investor Presentation
An investor presentation regarding the transaction is available under the “Investor Relations” section of John Marshall’s website at investor.johnmarshallbank.com, EFSI’s website at investors.bankofclarke.bank, and on the SEC’s website at www.sec.gov.
About John Marshall Bancorp, Inc.
John Marshall Bancorp, Inc. (Nasdaq: JMSB) is the parent company of John Marshall Bank, a Virginia state-chartered bank headquartered in Reston, Virginia. John Marshall Bank serves businesses, professional service firms, non-profits and individuals throughout the Washington, D.C. metropolitan area through eight full-service branches located in Alexandria, Arlington, Loudoun, Prince William, Reston, and Tysons, Virginia, as well as Rockville, Maryland, and Washington, D.C. As of June 30, 2026, John Marshall Bancorp had total assets of $2.4 billion, total loans of approximately $2.0 billion and total deposits of approximately $2.0 billion.
About Eagle Financial Services, Inc.
Eagle Financial Services, Inc. (Nasdaq: EFSI) is the parent company of Bank of Clarke, a Virginia state-chartered bank established in 1881 and headquartered in Berryville, Virginia. Bank of Clarke serves customers from the Shenandoah Valley to Northern Virginia through 14 full-service branches, a drive-through facility and a loan production office in Rockville, Maryland, and offers community banking, wealth management, and mortgage and SBA banking services. As of June 30, 2026, Eagle Financial Services had total assets of $1.8 billion, total deposits of $1.6 billion and gross loans of $1.5 billion, and its wealth management business had approximately $599 million in assets under management.
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on certain assumptions and describe future plans, strategies and expectations of John Marshall, EFSI, the combined company or otherwise relating to the proposed transaction. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.
Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of which are beyond the control of John Marshall, EFSI and the combined company. Caution should be exercised against placing undue reliance on forward-looking statements. Factors which could cause actual results to differ materially include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the right of John Marshall or EFSI to terminate the definitive agreement; the outcome of any legal proceedings or governmental inquiries or actions that may be instituted against John Marshall, EFSI or the combined company; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals or consents are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of John Marshall and EFSI to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; any changes of, including the risk that any announcements relating to the proposed transaction could have adverse effects on, the market price of the common stock of John Marshall or EFSI; the possibility that the anticipated benefits or synergies of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where John Marshall and EFSI do business, and such integration may be more difficult, time-consuming or costly than expected and may result in unexpected liabilities or operational disruptions; certain restrictions during the pendency of the proposed transaction that may impact John Marshall’s and EFSI’s ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of John Marshall management’s or EFSI management’s attention from ongoing business operations and opportunities; revenues following the proposed transaction may be lower than expected; the concentration of John Marshall’s business in the Washington, D.C. metropolitan area and the effect of changes in the economic, political and environmental conditions on this market, including shutdowns and potential reductions in spending by the United States government, and related reductions in the federal workforce; adequacy of allowance for loan credit losses, allowance for unfunded commitments credit losses, and allowance for credit losses associated with John Marshall’s held-to-maturity and available-for-sale securities portfolios; deterioration of John Marshall’s or EFSI’s asset quality; future performance of John Marshall’s or EFSI’s loan portfolio with respect to recently originated loans; the level of prepayments on loans and mortgage-backed securities; liquidity, market volatility, interest rate and operational risks; changes in the financial condition or results of operations that reduce capital of John Marshall, EFSI or the combined company; the ability of John Marshall, EFSI or the combined company to maintain existing deposit relationships or attract new deposit relationships; changes in consumer spending, borrowing, investment, repayment and savings habits; inflation, recession and changes in interest rates; changes in the monetary and fiscal policies of the United States government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; risks related to new lines of business, products, product enhancements or services; increased competition with other financial institutions and fintech companies; adverse changes in the securities markets; the dilution caused by John Marshall’s issuance of additional shares of its capital stock in connection with the proposed transaction; changes in the financial condition or future prospects of issuers of securities that we own; John Marshall’s and EFSI’s ability to maintain an effective risk management framework; changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements; compliance with legislative or regulatory requirements; results of examination of John Marshall, EFSI or the combined company by regulators, including the possibility of requirements to increase allowance for credit losses or to write-down assets or take similar actions; potential claims, damages, and fines related to litigation or government actions; the effectiveness of John Marshall’s or EFSI’s internal controls over financial reporting and their ability to remediate any future material weakness in internal controls over financial reporting; geopolitical conditions, including trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, negatively impacting business and economic conditions in the U.S. and abroad; the effects of weather-related or natural disasters, which may negatively affect the operations and/or loan portfolio and increase cost of conducting business of John Marshall or EFSI; public health events (such as the COVID-19 pandemic) and governmental and societal responses thereto; technological risks and developments, data privacy and security risks, and cyber threats, attacks, or events; changes in accounting policies and practices; the ability of John Marshall, EFSI or the combined company to successfully capitalize on growth opportunities; the ability of John Marshall, EFSI or the combined company to retain or hire key employees or to maintain relationships with customers, suppliers or other business partners, including in connection with the announcement, pendency or completion of the proposed transaction; risks related to the potential impact of general economic, political and market conditions, either nationally or in the relevant market area, including higher unemployment and lower real estate values; implications of John Marshall’s status as a smaller reporting company and as an emerging growth company; and other factors discussed in John Marshall’s and EFSI’s reports (such as Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made and are based on information available at that time; and neither John Marshall or EFSI undertakes, and each of them specifically disclaims, any obligation or duty to publicly release the result of any revisions which may be made to 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 otherwise update such forward-looking statements, whether written or oral, except as required by applicable securities laws. The foregoing list of factors is not exhaustive, and other factors that may affect actual results or future events may emerge from time to time. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.
Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, John Marshall will file a registration statement on Form S-4 with the SEC to register the shares of John Marshall common stock to be issued in connection with the proposed transaction. The registration statement will include a joint proxy statement of John Marshall and EFSI, which also constitutes a prospectus of John Marshall. When final, a definitive copy of the joint proxy statement/prospectus will be mailed or otherwise delivered to shareholders of John Marshall and shareholders of EFSI in connection with the solicitation of certain approvals related to the proposed transaction. Each of John Marshall and EFSI may file with the SEC other relevant documents concerning the proposed transaction.
INVESTORS AND SHAREHOLDERS OF JOHN MARSHALL AND EFSI AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JOHN MARSHALL, EFSI AND THE PROPOSED TRANSACTION.
Investors and shareholders will be able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about John Marshall and EFSI, without charge, at the SEC’s website, www.sec.gov, when they are filed. Copies of documents filed with the SEC by John Marshall will be made available free of charge in the “Investor Relations” section of John Marshall’s website, investor.johnmarshallbank.com, or can be obtained by requesting by mail at John Marshall Bancorp, Inc., 1943 Isaac Newton Square East, Suite 100, Reston, Virginia 20190, Attention: Corporate Secretary. Copies of documents filed with the SEC by EFSI will be made available free of charge in the “Investor Relations” section of EFSI’s website, investors.bankofclarke.bank, or can be obtained by requesting by mail at Eagle Financial Services, Inc., 2 East Main St, P.O. Box 391, Berryville, Virginia 22611, Attention: Secretary. The information on John Marshall’s or EFSI’s respective websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation
John Marshall, EFSI and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of John Marshall and shareholders of EFSI in respect of the proposed transaction under the rules of the SEC. Information regarding John Marshall’s directors and executive officers is available in its definitive proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 29, 2026, and certain other documents filed by John Marshall with the SEC. Information regarding EFSI’s directors and executive officers is available in its definitive proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 8, 2026, and certain other documents filed by EFSI with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Investors should read these documents carefully when they become available before making any voting or investment decisions. Free copies of these documents, when available, may be obtained as described in the preceding section.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Contacts
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John Marshall Bancorp, Inc. Christopher W. Bergstrom President and Chief Executive Officer (703) 584-0840
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Eagle Financial Services, Inc. Brandon C. Lorey President and Chief Executive Officer (540) 955-5227
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Exhibit 99.2
1 + STRATEGIC MERGER From the Shenandoah Valley to the Nation’s Capital Merger Investor Presentation September 8, 2026 John Marshall Bancorp, Inc. (Nasdaq: JMSB ) Eagle Financial Services, Inc. (Nasdaq: EFSI)
2 Disclaimer Cautionary Note Regarding Forward - Looking Statements In addition to historical information, this communication contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on certain assumptions and describe future plans, strategies and expectations of John Marshall Bancorp, Inc. (“John Marshall” or “JMSB”), Eagle Financia l S ervices, Inc. (“Eagle” or “EFSI”), the combined company or otherwise relating to the proposed transaction. These forward - looking statements are generally identified by use of the words “believe,” “expect,” “intend ,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. Our ability to predict results or the actual effect of futu re plans or strategies is inherently uncertain. Because forward - looking statements are subject to assumptions and uncertainties, actual results or future events could differ, p ossibly materially, from those indicated in or implied by such forward - looking statements as a result of a variety of factors, many of which are beyond the control of John Marshall, Eagle and the combined company. C aut ion should be exercised against placing undue reliance on forward - looking statements. Factors which could cause actual results to differ materially include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the right of John Marshall or Eagle to terminate the definitive agreement; the outcome of any legal proceedings or governmental inquiries or actions that m ay be instituted against John Marshall, Eagle or the combined company; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals o r c onsents are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approv als may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of John Marshall and Eagle to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; any changes of, including the risk that any announcements relating to the proposed transaction could have adverse effects on, the ma rket price of the common stock of John Marshall or Eagle; the possibility that the anticipated benefits or synergies of the proposed transaction will not be realized when expected or at all, including as a re sul t of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where John Marshall and Eagle do business, and suc h i ntegration may be more difficult, time - consuming or costly than expected and may result in unexpected liabilities or operational disruptions; certain restrictions during the pendency of the proposed transaction th at may impact John Marshall’s and Eagle’s ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of John Marshall management’s or Eagle management’s attention from ongoing business operations and opportunities; revenues following the proposed transaction may be lo wer than expected; the concentration of John Marshall’s business in the Washington, D.C. metropolitan area and the effect of changes in the economic, political and environmental conditions on this mar ket, including shutdowns and potential reductions in spending by the United States government, and related reductions in the federal workforce; adequacy of allowance for loan credit losses, allowance for unfu nde d commitments credit losses, and allowance for credit losses associated with John Marshall’s held - to - maturity and available - for - sale securities portfolios; deterioration of John Marshall’s or Eagle’s asset qual ity; future performance of John Marshall’s or Eagle’s loan portfolio with respect to recently originated loans; the level of prepayments on loans and mortgage - backed securities; liquidity, market volatility, interest rate and operational risks; changes in the financial condition or results of operations that reduce capital of John Marshall, Eagle or the combined company; the ability of John Marshall, Eagle or the combined company to maint ain existing deposit relationships or attract new deposit relationships; changes in consumer spending, borrowing, investment, repayment and savings habits; inflation, recession and changes in interest rates; c han ges in the monetary and fiscal policies of the United States government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; risks related to new lines of busines s, products, product enhancements or services; increased competition with other financial institutions and fintech companies; adverse changes in the securities markets; the dilution caused by John Marshall’s issuanc e o f additional shares of its capital stock in connection with the proposed transaction; changes in the financial condition or future prospects of issuers of securities that we own; John Marshall’s and Eagle’s abil ity to maintain an effective risk management framework; changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees an d c apital requirements; compliance with legislative or regulatory requirements; results of examination of John Marshall, Eagle or the combined company by regulators, including the possibility of requirements to incre ase allowance for credit losses or to write - down assets or take similar actions; potential claims, damages, and fines related to litigation or government actions; the effectiveness of John Marshall’s or Eagle’s inter nal controls over financial reporting and their ability to remediate any future material weakness in internal controls over financial reporting; geopolitical conditions, including trade restrictions and tariffs, and acts or th reats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, negatively impacting bus iness and economic conditions in the U.S. and abroad; the effects of weather - related or natural disasters, which may negatively affect the operations and/or loan portfolio and increase cost of conducting business of John Marshall or Eagle; public health events (such as the COVID - 19 pandemic) and governmental and societal responses thereto; technological risks and developments, data privacy and security risks, and cyber th reats, attacks, or events; changes in accounting policies and practices; the ability of John Marshall, Eagle or the combined company to successfully capitalize on growth opportunities; the ability of John Marshall, Eag le or the combined company to retain or hire key employees or to maintain relationships with customers, suppliers or other business partners, including in connection with the announcement, pendency or completion o f t he proposed transaction; risks related to the potential impact of general economic, political and market conditions, either nationally or in the relevant market area, including higher unemployment and lower re al estate values; implications of John Marshall’s status as a smaller reporting company and as an emerging growth company; and other factors discussed in John Marshall’s and Eagle’s reports (such as Annual Report on F orm 10 - K, Quarterly Reports on Form 10 - Q and Current Reports on Form 8 - K) filed with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties should be considered in evaluating forward - loo king statements and undue reliance should not be placed on such statements. Forward - looking statements speak only as of the date they are made and are based on information available at that time; and neither J ohn Marshall or Eagle undertakes, and each of them specifically disclaims, any obligation or duty to publicly release the result of any revisions which may be made to any forward - looking statements to reflect events or ci rcumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events or otherwise update such forward - looking statements, whether written or oral, except as required by appl icable securities laws. The foregoing list of factors is not exhaustive, and other factors that may affect actual results or future events may emerge from time to time. Annualized, pro forma, projected and estimated num bers are used for illustrative purposes only, are not forecasts and may not reflect actual results.
3 Disclaimer Additional Information About the Merger and Where to Find It In connection with the proposed transaction, John Marshall will file a registration statement on Form S - 4 with the SEC to regist er the shares of John Marshall common stock to be issued in connection with the proposed transaction. The registration statement will include a joint proxy statement of John Marshall and Eagle, which also constitut es a prospectus of John Marshall. When final, a definitive copy of the joint proxy statement/prospectus will be mailed or otherwise delivered to shareholders of John Marshall and shareholders of Eagle in conn ect ion with the solicitation of certain approvals related to the proposed transaction. Each of John Marshall and Eagle may file with the SEC other relevant documents concerning the proposed transaction. INVESTORS AND SHAREHOLDERS OF JOHN MARSHALL AND EAGLE AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ CAREFULLY AND IN THEI R E NTIRETY, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S - 4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S - 4 AND ANY OTHER RELEVA NT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONT AIN IMPORTANT INFORMATION ABOUT JOHN MARSHALL, EAGLE AND THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain a free copy of the registration statement, including the joint proxy statem ent /prospectus, as well as other relevant documents filed with the SEC containing information about John Marshall and Eagle, without charge, at the SEC’s website, www.sec.gov, when they are filed. Copies of documents fi led with the SEC by John Marshall will be made available free of charge in the “Investor Relations” section of John Marshall’s website, investor.johnmarshallbank.com, or can be obtained by requesting by mail at Joh n M arshall Bancorp, Inc., 1943 Isaac Newton Square East, Suite 100, Reston, Virginia 20190, Attention: Corporate Secretary. Copies of documents filed with the SEC by Eagle will be made available free of charge in the “In vestor Relations” section of Eagle’s website, investors.bankofclarke.bank , or can be obtained by requesting by mail at Eagle Financial Services, Inc., 2 East Main St, P.O. Box 391, Berryville, Virginia 22611, A tte ntion: Secretary. The information on John Marshall’s or Eagle’s respective websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC. Participants in the Solicitation John Marshall, Eagle and certain of their respective directors and executive officers may be deemed to be participants in the so licitation of proxies from shareholders of John Marshall and shareholders of Eagle in respect of the proposed transaction under the rules of the SEC. Information regarding John Marshall’s directors and executive of ficers is available in its definitive proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 29, 2026, and certain other documents filed by John Marshall with the SEC . I nformation regarding Eagle’s directors and executive officers is available in its definitive proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 8, 2026, and certain other do cuments filed by Eagle with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by s ecu rity holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Investors should read these documents carefully when they become available before making any voting or investment decisions. Free copies of these documents, when available, may be obtained as described in the preceding section. No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitati on of any vote or approval with respect to the proposed transaction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualifica tio n under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
4 Note: Market data as of 9/4/2026 (1) Reflects bank holding companies headquartered in Virginia with less than $100 billion in total assets; Balance sheet metrics shown at modeled transaction close (12/31/2026) (2) Includes purchase accounting adjustments and transaction - related expenses; Balance sheet metrics shown at modeled transaction cl ose (12/31/2026); See page 19 for additional transaction assumptions (3) Reflects one branch closure (4) Based on JMSB share price of $23.36 as of 9/4/2026 and 10.8 million shares issued to EFSI (5) Deposit market share data as of 6/30/2025 Connecting Attractive Markets Across Virginia and Maryland Key Markets Served (5) Complementary Footprint Pro Forma Combined Company ( 2 ) $4.4B Assets $3.7B Deposits $3.6B Loans 2 3 Banking Offices ( 3) ~$ 580 M Market Cap (4) Primary Market Areas JMSB Branches (8) EFSI Branches (14) EFSI Drive - Through Branch (1) EFSI LPO Branch (1) Creates 5 th Largest Bank Headquartered in Virginia (1) Winchester MSA $3.4B Market Deposits $796M Pro Forma Deposits 7 Pro Forma Locations #1 / 23% Rank / Mkt. Share Washington D.C. MSA $315B Market Deposits $2.9B Pro Forma Deposits 16 Pro Forma Locations (3) #15 / 0.9% Rank / Mkt. Share Winchester Berryville Purcellville Leesburg Warrenton Reston Tysons Rockville, MD Washington, D.C. Alexandria VA WV MD Stephens City Ashburn Woodbridge
5 Building a Stronger Franchise Diversified revenue with robust fee income from wealth, mortgage, and SBA Creates a leading Virginia banking franchise across the D.C. metro area and Shenandoah Valley Low cost, granular core deposit base Combines complementary leadership teams with decades of in - market experience Delivers a financially compelling opportunity for both shareholder bases
6 EFSI Branches (14) EFSI Drive - Through Branch (1) EFSI LPO Branch (1) Overview of Eagle Financial Services, Inc. (EFSI) Financial Snapshot Company Highlights Financial Snapshot (6/30/2026) Branch Footprint Ticker EFSI (Nasdaq) Established 1881 Headquarters Berryville, Virginia President & CEO Brandon C. Lorey Markets Served Shenandoah Valley to Northern Virginia Bank Subsidiary Bank of Clarke VA WV MD Winchester Stephens City Berryville Purcellville Leesburg Ashburn Tysons Warrenton Banking Offices 14 branches / 1 loan production office / 1 drive - through Franchise Strengths Lending Platform Low - Cost Core Funding Fee Income ▪ Granular core deposits, driving low cost of funds ▪ Deep noninterest - bearing deposit base ▪ Full - service wealth management platform ▪ Mortgage banking and SBA activities ▪ Well - balanced among CRE, C&I & Consumer ▪ Differentiated specialty lending capabilities $ 1 .8B Total Assets $1.6B Total Deposits $1.5B Gross Loans 3.8 6 % NIM 1.08% ROAA 70. 3 % Efficiency Ratio (1) 0.89% NPAs / Assets 1.22% ACL / Loans 10.5% TCE / TA Balance Sheet Profitability & Efficiency Capital & Asset Quality 2 3 . 1 % Fee Inc. / Revenue (1) Rockville, MD Note: Financial data as of or for the quarter ended 6/30/2026 (1) Excludes the pre - tax gain on the sale of Bearing Insurance Group
7 JMSB Branches (8) Overview of John Marshall Bancorp, Inc. (JMSB) Financial Snapshot Company Highlights Franchise Strengths Financial Snapshot (6/30/2026) $ 2 . 4 B Total Assets $ 2 . 0 B Total Deposits $ 2 . 0 B Gross Loans 2.99% NIM 1.20% ROAA 52.9% Efficiency Ratio (1) 0.01% NPAs / Assets 1.00% ACL / Loans 11.4% TCE / TA Balance Sheet Profitability & Efficiency Capital & Asset Quality Branch Footprint Ticker JMSB (Nasdaq) Established 2006 Headquarters Reston , Virginia President & CEO Christopher W. Bergstrom Banking Offices 8 full - service branches Markets Served Northern Virginia, Washington D.C., Maryland Bank Subsidiary John Marshall Bank VA MD Leesburg Rockville, MD Reston Tysons Washington, D.C. Alexandria Woodbridge Earnings Momentum Branch - Light Model Pristine Credit ▪ Deposits concentrated in few banking offices ▪ Growth without a broad retail branch network ▪ No loans on non - accrual status at quarter end ▪ Disciplined, relationship - based underwriting ▪ Sustained net interest margin expansion ▪ Eight straight quarters of net income growth 3 .4% Fee Inc. / Revenue (1) Note: Financial data as of or for the quarter ended 6/30/2026 (1) Excludes the pre - tax gain on the sale of Bearing Insurance Group
8 Community Deposits Deposit Bank in Market Market Share Rank Rank (1) Institution ($M) (%) 1. Capital One Financial Corp. 62,739 19.2 2. Bank of America Corporation 55,585 17.0 3. Truist Financial Corp. 48,785 14.9 4. Wells Fargo & Co. 40,597 12.4 5. Atlantic Union Bkshs Corp. 20,447 6.3 6. TowneBank 12,748 3.9 7. United Bankshares Inc. 9,571 2.9 8. The PNC Finl Svcs Grp 5,344 1.6 9. Burke & Herbert Finl Svcs Corp 4,095 1.3 10. 1. Pro Forma 3,536 1.1 11. 2. Carter Bankshares 3,519 1.1 12. 3. Primis Financial Corp. 3,169 1.0 13. Pinnacle Financial Partners 3,163 1.0 14. 4. First Bancorp Inc. 3,004 0.9 15. JPMorgan Chase & Co. 2,810 0.9 16. First Citizens BancShares Inc. 2,628 0.8 17. The Toronto-Dominion Bank 2,457 0.8 18. 5. HomeTrust Bancshares Inc. 2,344 0.7 19. 6. C&F Financial Corp. 2,261 0.7 20. Citigroup Inc. 2,024 0.6 21. 7. FVCBankcorp Inc. 1,793 0.5 22. 8. First National Corp. 1,783 0.5 23. 9. Eagle Financial Services Inc. 1,771 0.5 24. 10. John Marshall Bancorp Inc. 1,765 0.5 Source: S&P Capital IQ Pro; Deposit data as of 6/30/2025; Demographic data deposit - weighted by county (1) Community banks defined as banks with less than $10 billion in total assets as of 6/30/2026 A Top - 10 Virginia Deposit Franchise Deposit Market Share: Virginia Market Demographics 2.2% 4.4% 3.2% 1.9% 2026 - 2031 Projected Population Change (%) JMSB EFSI Pro Forma Virginia $162 $139 $151 $111 2031 Projected Median Household Income ($000) JMSB EFSI Pro Forma Virginia Does not include $138 million of John Marshall Bancorp, Inc. deposits in DC & MD
9 Joseph T. Zmitrovich Chief Revenue Officer Company President Bank President & CBO, Bank of Clarke Deep and Experienced Leadership Team Combined Executive Management Team Pro Forma Board Split Christopher W. Bergstrom Executive Chairman President & CEO, John Marshall Bank Brandon C. Lorey Chief Executive Officer President & CEO, Bank of Clarke Seasoned, complementary leadership with decades of in - market experience Legacy JMSB Legacy EFSI 6 JMSB 12 Total Directors Pro Forma Seats 6 EFSI Kent D. Carstater President Company Chief Operating Officer Bank SEVP & CFO, John Marshall Bank Jason R. McDonough Chief Lending Officer EVP & CLO, John Marshall Bank Andrew J. Peden Chief Banking Officer SEVP & CBO, John Marshall Bank Nicholas P. Smith Chief Financial Officer EVP & Deputy CFO, Bank of Clarke Board Leadership ▪ Executive Chairman: Christopher W. Bergstrom ▪ Lead Independent Director: Cary C. Nelson Cary C. Nelson, CPA Lead Independent Director
10 0.58% 2.33% 2.86% 2.56% 2.34% 0.24% 1.65% 2.12% 1.94% 1.76% 2022 2023 2024 2025 2026 Q2 Note: Financial data as of or for the quarter ended 6/30/2026 ; percentages may not sum to 100% due to rounding (1) Excludes purchase accounting adjustments Granular Deposit Base Demand Deposits 23% NOW & Other Trans. Acct. 17% MMDA & Other Savings 20% Retail Time Deposits 22% Jumbo Time Deposits 19% Demand Deposits 29% NOW & Other Trans. Acct. 19% MMDA & Other Savings 26% Retail Time Deposits 15% Jumbo Time Deposits 11% Demand Deposits 25% NOW & Other Trans. Acct. 18% MMDA & Other Savings 23% Retail Time Deposits 19% Jumbo Time Deposits 15% $2.0B $1.6B $3.6B Pro Forma (1) Deposit Composition EFSI Deposit Portfolio Highlights Cost of Deposits 1.76% Cost of Deposits 29% NIB Deposits 83% Core Deposits A deeper, lower - cost and less rate - sensitive pro forma funding base Pricing Discipline Funding costs stayed low as rates rose Everyday Accounts Checking and operating balances Core Relationships Minimal jumbo and wholesale reliance JMSB EFSI
11 4.44% 4.84% 5.28% 5.41% 5.53% 4.49% 5.28% 5.61% 5.67% 5.82% 2022 2023 2024 2025 2026 Q2 Note: Financial data as of or for the quarter ended 6/30/2026; percentages may not sum to 100% due to rounding (1) Includes marine portfolio (2) Excludes purchase accounting adjustments A More Diversified, Higher - Yielding Loan Book Construction 6% Residential R.E. 19% Owner Occupied CRE 22% Non - Owner Occupied CRE 27% Commercial & Industrial 8% Consumer & Other 8% Marine 11% Construction 11% Residential R.E. 27% Owner Occupied CRE 16% Non - Owner Occupied CRE 43% Commercial & Industrial 3% Consumer & Other <1% Construction 9% Residential R.E. 23% Owner Occupied CRE 19% Non - Owner Occupied CRE 36% Commercial & Industrial 5% Consumer & Other 3% Marine 5% $2.0B $1.5B $3.5B Pro Forma ( 2 ) Loan Composition EFSI Loan Portfolio Highlights Yield on Loans A higher - yielding, more diversified loan book with less CRE reliance 5.82% Yield on Loans 26% C&I & Consumer (1) 49% CRE Exposure Yield Premium Higher - yielding loan book Diversified Lending Deepens non - CRE lending Less CRE Reliance Reduces pro forma CRE concentration JMSB EFSI
12 Other Income 56% Other Service Charges & Fees 30% Service Charges on Deposits 14% Other Income 7% Other Service Charges & Fees 20% Service Charges on Deposits 11% Wealth Management 43% Mortgage & SBA Banking 13% BOLI Income 6% $4.1 $4.9 $5.6 $7.5 $8.0 2022 2023 2024 2025 2026 YTD Ann. $0.6M (1) $5.1M (1) Other Income 13% Other Service Charges & Fees 21% Service Charges on Deposits 11% Wealth Management 39% Mortgage & SBA Banking 11% BOLI Income 5% $5.7M (1) Note: Financial data as of or for the quarter ended 6/30/2026; percentages may not sum to 100% due to rounding (1) Excludes the pre - tax gain on the sale of Bearing Insurance Group (2) Excludes purchase accounting adjustments (3) Represents annualized YTD figure Attractive Fee Income Opportunity Diversified Suite of Products and Revenue Base Fee Income / Revenue (1) : 3.4% Fee Income / Revenue (1) : 23.1% Fee Income / Revenue (1) : 14. 3 % Overview of EFSI’s Wealth Management EFSI Wealth Management Fee Income ($M) JMSB EFSI Pro Forma (2) (3) ~$600M in AUM, up 10% YoY 4 3 % of EFSI’s fee income Full - service trust, fiduciary , and brokerage platform JMSB has no wealth offering today — adds capital - light, recurring fee revenue
13 Transaction Summary Transaction Structure Transaction Value Transaction Multiples Board Representation & Management Approvals & Timing ▪ 100% stock consideration ▪ Fixed exchange ratio of 2.0x JMSB shares for each EFSI share ▪ Pro Forma Ownership: 56.6% JMSB | 43.4% EFSI ▪ $46.72 per EFSI share (1) ▪ Aggregate Consideration: $252.8 million (2) ▪ Price / 2027E EPS (3) : 11.5x ▪ Price / TBV: 1.30x ▪ Market Premium: 11.5% (4) ▪ Upon closing, the combined Board will have 12 members; 6 JMSB members and 6 EFSI members ▪ Combined management team will be composed of executives from both banks ▪ Approvals of JMSB and EFSI shareholders required ▪ Customary regulatory approvals and other customary closing conditions ▪ Expected closing: early in first quarter of 2027 (1) Based on JMSB’s stock price of $23.36 as of 9/4/2026 (2) Assumes 5,411,615 EFSI common shares outstanding (3) Based on management estimates (4) Based on EFSI’s stock price of $41.90 as of 9/4/2026 Name, Headquarters & Brand ▪ Combined company to operate under the John Marshall Bancorp, Inc. name ▪ Holding company headquartered in Reston, Virginia ▪ Banking subsidiary headquartered in Berryville, Virginia ▪ Bank of Clarke brand retained west of Virginia Route 15 ▪ John Marshall brand retained east of Virginia Route 15 Dividend ▪ Anticipated JMSB quarterly dividend increase to $0.155 per share for EFSI dividend parity
14 Note: Market data as of 9/4/2026; Includes purchase accounting adjustments and transaction - related expenses; See page 19 for additional transaction assumptions (1) 2027E pro forma profitability and EPS accretion shown assuming cost savings fully phased - in for illustrative purposes Pro Forma Financial Impact Key Transaction Impacts (~ 14 %) TBV Dilution at Close ~ 38 % Fully - Phased 2027E EPS Accretion (1) ~3. 1 Yrs TBV Earnback (Crossover Method) Pro Forma Capital at Close ~ 10 . 0 % Pro Forma TCE / TA ~ 12 . 2 % Pro Forma CET1 ~ 14. 3 % Pro Forma Total RBC Pro Forma Profitability (1) ~1.6% Fully - Phased 2027E ROAA ~1 6 . 2 % Fully - Phased 2027E ROATCE ~4 7 % Fully - Phased 2027E Efficiency Ratio
15 Implied Valuation Upside Top Quartile Median Pro Forma (1) 2027E Estimated Profitability 1.3% 1.2% ~1.6% ROAA 14.7% 13.1% ~ 16.2 % ROATCE 57% 59% ~4 7 % Efficiency Ratio Market Information – – $2. 83 Pro Forma 2027E EPS – – $ 17.32 Pro Forma TBV per Share at Close Implied Trading Multiples 1.84x 1.47x 1.35x Price / Tangible Book Value + 36 % + 9 % Potential Upside 1 2.5 x 10. 4 x 8.3 x Price / 2027E EPS + 51 % + 25 % Potential Upside + Pro Forma Peers (2) Source: FactSet; Market data as of 9/4/2026 Note: Peers include 12 major exchange - traded banks headquartered in MD, DC, VA, NC, SC, TN, GA, and FL with assets between $3 bi llion and $8 billion; excludes merger targets, mutual holding companies, and companies without available estimates; NEWT and MCBS excluded due to business model considerations (1) 2027E pro forma profitability shown assuming cost savings fully phased - in for illustrative purposes; Impacts include purchase ac counting adjustments and transaction - related expenses; See page 19 for additional transaction assumptions (2) Peer estimates based on FactSet consensus estimates
16 Pro Forma Profitability vs. Peers Source: FactSet; Market data as of 9/4/2026 Note: Peers include 12 major exchange - traded banks headquartered in MD, DC, VA, NC, SC, TN, GA, and FL with assets between $3 bi llion and $8 billion; excludes merger targets, mutual holding companies, and companies without available estimates; NEWT and MCBS excluded due to business model considerations (1) 2027E pro forma profitability shown assuming cost savings fully phased - in for illustrative purposes; Impacts include purchase ac counting adjustments and transaction - related expenses; See page 19 for additional transaction assumptions ROAA ROA TCE ~1. 6 % ~1.3% ~1.2% 1.2% 1.1% Pro Forma (1) Peer Top Quartile Peer Median JMSB EFSI 2027E 2026 Q2 ~1 6 . 2 % ~14.7% ~13.1% 10.3% 10.3% Peer Top Quartile Peer Median JMSB EFSI Pro Forma (1)
17 A Stronger Bank for All Stakeholders ▪ Peer - leading profitability (1) : ~1.6% ROA A and ~16.2% ROATCE ▪ Significantly EPS accretive to all shareholders ▪ Strong balance sheet with pristine asset quality — ~10 . 0 % TCE / TA and ~ 1 2.2 % CET1 estimated pro forma ▪ Anticipated pro forma quarterly dividend per share of $0.155 ▪ Scale that supports a stronger multiple ▪ Market, revenue, and product diversification ▪ Higher legal lending limit ▪ More expansive branch network ▪ Same local decision - making and local board representation ▪ Expanded treasury and wealth management platform ▪ Broad product capabilities ▪ Positioned to grow in a consolidating, competitive market ▪ Broader geography creates advancement and opportunities ▪ Continuity of leadership, with all changes thoughtfully considered ▪ No change to our financial commitment or level of service ▪ Community bank model retained — local leadership and directors spanning breadth of franchise ▪ A stronger balance sheet to grow alongside our communities Shareholders Customers Teammates Communities Note: Impacts include purchase accounting adjustments and transaction - related expenses; See page 19 for additional transaction a ssumptions (1) 2027E pro forma profitability shown assuming cost savings fully phased - in for illustrative purposes
18 SECTION Appendix
19 Detailed Transaction Assumptions Earnings Assumptions Cost Savings Merger Expenses Purchase Accounting Marks (pre - tax) ▪ JMSB earnings per management estimates through 2027 – growth of 5% thereafter ▪ EFSI earnings per management estimates through 2027 – growth of 5% thereafter ▪ Estimated cost savings of 15% of combined annual noninterest expense base ▪ 75% phased - in in 2027 and 100% thereafter ▪ $24.0 million of one - time pre - tax merger expenses ▪ Fully reflected in pro forma tangible book value at closing ▪ Gross credit mark on loans HFI of $19.0 million, or 1.2% of EFSI’s total loans ▪ Loan portfolio interest rate write - down of $40.7 million, accreted straight - line over 3 years ▪ Incremental AFS securities portfolio write - down of $0.8 million, accreted straight - line over 5 years ▪ Berryville HQ fixed asset write - up of $2.5 million, amortized straight - line over 30 years ▪ Subordinated debt interest rate write - down of $2.5 million, amortized straight - line over 5 years ▪ Time deposit interest rate write - up of $0.5 million, accreted straight - line over 1 year AOCI Other Assumptions ▪ After - tax AOCI of $6.1 million accreted back into earnings straight - line over 5 years ▪ $29.6 million core deposit intangible, 2.50% of core deposits, amortized over 10 years ▪ Assumes marginal tax rate of 21.0% ▪ Model assumes the transaction closes 12/31/2026; parties anticipate transaction will close early in first quarter of 2027 Dividend ▪ Anticipated JMSB quarterly dividend increase to $0.155 per share for EFSI dividend parity
20 Comprehensive Due Diligence Review of Both Companies 30 - Day Review Period Comprehensive due diligence review of both companies 12 Functional Areas Spanning credit and risk, business lines , and corporate functions Credit - Led Focus Heightened focus on loan portfolio and credit administration Diligence review covered all key functional areas, in addition to business strategies, clients, associates , and culture Credit & Risk Credit Risk Management ALCO / Liquidity Legal / Regulatory / Compliance Business Lines Commercial Banking Consumer Banking Wealth Management / Trust Branch Network Corporate Functions Finance & Accounting Operations Information Technology Human Resources Largest Relationships Criticized / classified assets and watchlist migration at both banks Concentrations Portfolio concentrations, policy exceptions and appraisal / valuation practices Reserve Adequacy Allowance methodology and reserve adequacy under each bank’s CECL framework Preliminary Marks Credit and interest - rate marks on both loan portfolios Credit Review Summary ▪ Credit reviewers conducted reciprocal, granular loan reviews across each other’s loan portfolios ▪ Mutual examination of underwriting standards, credit administration and risk - rating practices Scope
21 Goodwill Reconciliation ($ in millions) At Close Transaction Consideration $252.8 EFSI Standalone Tangible Common Equity $202.0 FMV Adjustments Loan Credit Mark (19.0) Reversal of Loan Loss Reserve 19.0 Loan Interest Rate Write-Down (40.7) Incremental Securities Write-Down (0.8) Fixed Asset Write-Up 2.5 Net Deposits and Subordinated Debt Write-Down 1.9 Core Deposit Intangible 29.6 Total FMV Adjustments ($7.4) Deferred Tax Asset / (Liability) 1.6 EFSI Adjusted Tangible Common Equity $196.1 Goodwill / (Bargain Purchase Gain) $56.7 Note: See page 19 for additional transaction assumptions Pro Forma Tangible Book Value Reconciliation TBV Reconciliation ($ in millions except for per share figures) At Close Shares (mm) Per Share JMSB Standalone Tangible Common Equity $285.5 14.1 $20.23 Merger Adjustments Stock Consideration to EFSI 252.8 10.8 Bargain Purchase Gain / (Goodwill) (56.7) Core Deposit Intangible (29.6) Deal Charge (20.1) Pro Forma Tangible Common Equity $431.9 24.9 $17.32 TBV per Share Dilution ($) ($2.91) TBV per Share Dilution (%) (14.4%)