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[Form 4] John Marshall Bancorp, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

John Marshall Bancorp, Inc. reported insider stock activity by its Chief Banking Officer, who filed as an officer and sole reporting person. On 12/16/2025, the officer acquired 2,376 shares of common stock at $0, representing restricted stock awards that will vest in equal installments over five years, beginning on the anniversary of the grant. On 12/17/2025, a separate transaction labeled code “F” covered 194 shares at $21.37, typically reflecting shares withheld to cover taxes. After these transactions, the officer beneficially owned 26,560 shares of common stock, which includes shares underlying unvested restricted stock awards.

Positive

  • None.

Negative

  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Peden Andrew

(Last) (First) (Middle)
1943 ISAAC NEWTON SQUARE EAST
SUITE 100

(Street)
RESTON VA 20190

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
John Marshall Bancorp, Inc. [ JMSB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF BANKING OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/16/2025 A 2,376(1) A $0 26,754(2) D
Common Stock 12/17/2025 F 194 D $21.37 26,560(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 2,376 shares issuable upon vesting of restricted stock awards. The awards will vest in equal installments over five years with the first installment vesting on the anniversary of the grant.
2. Includes 8,501 shares relating to unvested restricted stock awards issuable upon vesting.
3. Includes 7,858 shares relating to unvested restricted stock awards issuable upon vesting.
/s/ Jason S. Anderson, Attorney-in-Fact 12/18/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction was reported for JMSB on December 16, 2025?

On 12/16/2025, John Marshall Bancorp, Inc.’s Chief Banking Officer acquired 2,376 shares of common stock at $0 as restricted stock awards that vest over five years in equal annual installments starting on the grant’s anniversary.

What does the December 17, 2025 transaction for JMSB represent?

On 12/17/2025, a transaction coded “F” involved 194 shares of John Marshall Bancorp, Inc. common stock at $21.37, which typically indicates shares withheld to satisfy tax obligations related to equity awards.

How many JMSB shares does the reporting officer beneficially own after these transactions?

Following the reported transactions, the Chief Banking Officer beneficially owned 26,560 shares of John Marshall Bancorp, Inc. common stock, including shares underlying unvested restricted stock awards.

What is the role of the insider involved in these JMSB transactions?

The reporting person is an officer of John Marshall Bancorp, Inc., serving as the company’s Chief Banking Officer, and filed the report as a single reporting person.

How do the restricted stock awards for JMSB vest for this officer?

The 2,376 restricted shares of John Marshall Bancorp, Inc. common stock will vest in equal installments over five years, with the first installment vesting on the anniversary of the grant date.

Does the Form 4 for JMSB include unvested restricted stock in the ownership total?

Yes. The beneficial ownership figure of 26,560 shares includes shares relating to unvested restricted stock awards that are issuable upon vesting.

John Marshall

NASDAQ:JMSB

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