John Marshall Bancorp, Inc. (Nasdaq: JMSB) has entered into a definitive agreement to acquire Eagle Financial Services, Inc. (Nasdaq: EFSI), the parent company of Bank of Clarke. The transaction was announced on September 8, 2026, and is structured as an all-stock merger valued at approximately $253 million.
Under the terms of the agreement, Eagle Financial Services will merge with and into a newly formed subsidiary of John Marshall Bancorp. Following this step, the surviving entity will merge with John Marshall Bancorp. Simultaneously, Bank of Clarke will merge with John Marshall Bank. John Marshall Bancorp will remain the surviving corporation and will continue to trade on the Nasdaq under the ticker symbol JMSB.
The merger consideration will be paid in the form of John Marshall Bancorp common stock. Each share of Eagle Financial Services common stock will be exchanged for 2.0 shares of John Marshall Bancorp common stock. Based on John Marshall Bancorp's closing stock price of $23.36 on September 4, 2026, this represents an implied value of $46.72 per share of Eagle Financial Services stock. This price reflects an 11.5% premium to Eagle Financial Services' closing price of $41.90 on the same date.
At the closing, the combined company is expected to have total assets of $4.4 billion. The combined franchise will consist of 23 banking offices, creating a contiguous network from the Shenandoah Valley through Northern Virginia into Maryland and Washington, D.C.
Leadership and Governance
- The combined company's board of directors will consist of 12 directors, with six appointed by John Marshall Bancorp and six by Eagle Financial Services.
- Christopher W. Bergstrom will serve as Executive Chairman.
- Brandon C. Lorey, the current CEO of Eagle Financial Services, will become the CEO of the combined company.
- Kent D. Carstater, the CFO of John Marshall Bancorp, will serve as President and COO.
Shareholder Approval and Timing
- The transaction is expected to close in the first quarter of 2027.
- Both boards of directors have unanimously approved the agreement.
- Completion is subject to customary closing conditions, including the receipt of regulatory approvals from the Federal Reserve and the Virginia Bureau of Financial Institutions, as well as shareholder approval from both companies.
Both companies have agreed to customary termination fees, with a termination fee of $10.1 million payable if the agreement is terminated under specific circumstances, such as a change in board recommendation or the consummation of an alternative acquisition within 12 months.
