John Marshall Bancorp, Inc. (JMSB) Form 424B3 — Oct 16, 2026
John Marshall Bancorp (JMSB) filed a 424B3 joint proxy statement/prospectus for its all-stock merger with Eagle Financial Services (EFSI), parent of Bank of Clarke, dated September 7, 2026. Each EFSI share will convert into 2.00 JMSB shares, implying $46.02 per EFSI share at JMSB's October 13 close of $23.01. JMSB expects to issue approximately 10,823,230 shares, with former EFSI holders receiving roughly 43.4% of the combined company.
Key figures
- Deal Value Usd
- $46.02 implied value per EFSI share as of October 13, 2026
- Offering Price
- 23.01
- Shares Offered
- 10823230
- Shares Outstanding
- 14111934
- Exchange ratio
- 2.00 JMSB shares per EFSI share
- Termination fee
- $10,100,000
- Expected closing
- first quarter of 2027
- Special meeting date
- November 19, 2026
- Efsi close oct13 2026
- $45.72
- Jmsb close oct13 2026
- $23.01
- Jmsb close sept4 2026
- $23.36
- Implied value sept4 2026
- $46.72
- Efsi merger vote threshold
- two-thirds of outstanding shares (~64.55% of remaining after voting agreements)
- Efsi holders post merger ownership
- approximately 43.4%
AI analysis
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