Eagle Financial Services to Merge with John Marshall Bancorp in Two-Step Transaction

Eagle Financial Services, Inc. (EFSI) announced on September 7, 2026, that it has entered into an Agreement and Plan of Merger with John Marshall Bancorp, Inc. (JMSB). The transaction involves a two-step merger structure where a newly formed subsidiary of JMSB will first merge with EFSI, followed immediately by the merger of the resulting entity with JMSB. Additionally, the bank subsidiaries of both companies, Bank of Clarke and John Marshall Bank, will merge simultaneously, with John Marshall Bank continuing as the surviving bank.

Under the terms of the Merger Agreement, at the effective time of the first merger, each outstanding share of EFSI common stock will be converted into the right to receive 2.00 shares of JMSB common stock. The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. The agreement includes provisions for the treatment of equity awards, requiring that certain restricted stock awards of EFSI fully vest prior to the effective time.

Corporate governance of the combined entity will be structured with 12 directors, consisting of six directors from EFSI and six from JMSB. Christopher W. Bergstrom will serve as Executive Chairman, and Cary C. Nelson will be the Lead Independent Director. Brandon C. Lorey, the current President and CEO of EFSI, will continue in that role for the combined company, while Kent D. Carstater, the CFO of JMSB, will become President of the combined entity. The headquarters of the surviving corporation will be located in Reston, Virginia, while the surviving bank will remain headquartered in Berryville, Virginia.

John Marshall Bancorp will assume EFSI's obligations under a 4.50% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032. The closing of the transaction is subject to customary conditions, including approvals from the Federal Reserve Board, the Virginia Bureau of Financial Institutions, and the requisite votes from shareholders of both EFSI and JMSB. The companies have also agreed to use their best efforts to obtain all necessary regulatory consents and approvals.