Announcement • Sep 09

John Marshall Bancorp, Inc. (NasdaqCM:JMSB) entered into an Agreement and Plan of Merger to acquire Eagle Financial Services, Inc. (NasdaqCM:EFSI) for approximately $260 million in a merger of equals transaction.

John Marshall Bancorp, Inc. (NasdaqCM:JMSB) entered into an Agreement and Plan of Merger to acquire Eagle Financial Services, Inc. (NasdaqCM:EFSI) for approximately $260 million in a merger of equals transaction on September 7, 2026. Each share of EFSI common stock will be converted into the right to receive 2.0 shares of John Marshall common stock. 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. A termination fee in the amount of $10.1 million will be payable by either EFSI or JMSB. Boards of directors of the Surviving Corporation and the Surviving Bank will consist of 12 directors, of which six will be directors of EFSI, including the current Chair of the board of directors of EFSI and six will be directors of JMSB. Christopher W. Bergstrom will serve as the Executive Chairman of the Surviving Corporation. Cary C. Nelson will serve as Lead Independent Director of the Surviving Corporation. At the first annual meeting of shareholders of the Surviving Corporation and the Surviving Bank following the Effective Time, the Surviving Corporation and the Surviving Bank will nominate and recommend each EFSI Director and each JMSB Director for re-election to the boards of directors of the Surviving Corporation and the Surviving Bank, respectively. Brandon C. Lorey, the current President and Chief Executive Officer of EFSI and Bank of Clarke, will serve as Chief Executive Officer and director of the board of the Surviving Corporation and Surviving Bank; Joseph T. Zmitrovich, the current President and Chief Banking Officer of Bank of Clarke, will serve as Chief Revenue Officer of the Surviving Corporation and President of the Surviving Bank; Kent D. Carstater, the current Senior Executive Vice President and Chief Financial Officer of JMSB and John Marshall Bank, will serve as President of the Surviving Corporation and Chief Operating Officer of the Surviving Bank; Nicholas Smith, the current Deputy Chief Financial Officer of EFSI, will serve as Chief Financial Officer of the Surviving Corporation and Surviving Bank; The Merger Agreement provides that, following the Effective Time, the Surviving Corporation’s headquarters will be located in Reston, Virginia, and the Surviving Bank’s headquarters will be located in Berryville, Virginia. The completion of the Mergers is subject to customary conditions, including, among others, (i) approval of the Merger Agreement, including the Merger, by the requisite vote of the EFSI shareholders, (ii) approval of the JMSB Share Issuance by the requisite vote of the JMSB shareholders, (iii) the receipt of required regulatory approvals (or waivers), including from the Board of Governors of the Federal Reserve System, and the Virginia Bureau of Financial Institutions, (iv) no required regulatory approvals contain, have resulted in or would reasonably be expected to result in the imposition of a Burdensome Condition, (v) the absence of any law or order that prohibits, restricts or makes illegal the consummation of the transactions contemplated by the Merger Agreement, (vi) effectiveness of the registration statement on Form S-4 for JMSB Common Stock to be issued in the First Merger (the “Registration Statement”), (vii) authorization for listing on the Nasdaq Capital Market of the shares of JMSB Common Stock to be issued in the First Merger, and (viii) receipt by each party of a written opinion from its counsel to the effect that the First Merger and the Second Merger, taken together, will qualify as a reorganization under Section 368(a) of the Internal Revenue Code. Each party’s obligation to complete the Mergers is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, and (b) performance in all material respects by the other party of its obligations under the Merger Agreement. 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. The transaction is expected to close early in the first quarter of 2027. Following the closing of the transaction, John Marshall expects to increase its quarterly cash dividend. Piper Sandler & Co. acted as financial advisor for Eagle Financial Services, Inc. Piper Sandler & Co. acted as fairness opinion provider for Eagle Financial Services, Inc. Keefe, Bruyette & Woods, Inc. acted as financial advisor for John Marshall Bancorp, Inc. Keefe, Bruyette & Woods, Inc. acted as fairness opinion provider for John Marshall Bancorp, Inc. Michael P. Reed and Nicholas J. Colombo of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for John Marshall Bancorp, Inc. Seth Winter and Gregory F. Parisi of Troutman Pepper Locke LLP acted as legal advisor for Eagle Financial Services, Inc. Equiniti Trust Company, LLC acted as transfer agent for JMSB.

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John Marshall Bancorp, Inc. (NasdaqCM:JMSB) entered into an Agreement and Plan of Merger to acquire Eagle Financial Services, Inc. (NasdaqCM:EFSI) for approximately $260 million in a merger of equals transaction.

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