Eagle Financial Services Announces Merger with John Marshall Bancorp

What Happened
Eagle Financial Services, Inc. (EFSI) and John Marshall Bancorp, Inc. (JMSB) entered into a definitive Agreement and Plan of Merger dated September 7, 2026 (announced Sept. 8, 2026). The transaction is a two-step holding-company merger plus a simultaneous bank merger: a JMSB subsidiary will merge into EFSI, EFSI will then merge into JMSB, and EFSI’s bank, Bank of Clarke, will merge into John Marshall Bank. At the effective time each outstanding share of EFSI common stock will be converted into the right to receive 2.00 shares of JMSB common stock (cash for fractional shares). JMSB will assume EFSI’s 4.50% subordinated notes due April 1, 2032. EFSI and JMSB issued a joint press release and investor presentation on Sept. 8, 2026.

Key Details

• Exchange ratio: each EFSI share → 2.00 shares of JMSB common stock; cash paid for fractional shares.
• Deal structure: First Merger (Merger Sub into EFSI), Second Merger (EFSI into JMSB), and Bank Merger (Bank of Clarke into John Marshall Bank).
• Governance & leadership: Surviving company board to have 12 directors (6 from each firm); Christopher W. Bergstrom to serve as Executive Chairman; Brandon C. Lorey to serve as CEO of the surviving company and bank; HQs to be in Reston, VA (holding company) and Berryville, VA (bank).
• Closing conditions & protections: subject to EFSI and JMSB shareholder approvals, regulatory approvals (including the Fed and Virginia Bureau), effectiveness of a Form S-4 registration statement, Nasdaq listing approval, a tax opinion under Section 368(a), and a termination date of Sept. 30, 2027; a $10.1 million termination fee applies in certain circumstances. Voting agreements were executed by directors/executives of both companies (JMSB signatories hold ~12.73% of JMSB shares; EFSI signatories hold ~5.97% of EFSI shares).

Why It Matters
This is a stock-for-stock combination that will create a larger regional bank under John Marshall Bancorp with EFSI shareholders receiving 2.00 JMSB shares per EFSI share. The transaction changes ownership, board composition and senior management roles, and JMSB will assume EFSI’s subordinated debt—factors that affect capital structure and governance. The deal remains subject to shareholder and regulatory approvals and a tax reorganization opinion, so it is not final until those conditions are met. Investors should review the forthcoming Form S‑4 / joint proxy statement for full financial, tax and risk details.