John Marshall Bancorp, Inc. (JMSB) Form 8-K — Sep 8, 2026
$JMSBForm 8-KItems 1.01, 5.02, 7.01, 9.01Filed Sep 8, 2026, 8:45 AM ET0001552781-26-000472Original filing
John Marshall Bancorp (Nasdaq: JMSB) and Eagle Financial Services (EFSI) signed a definitive merger agreement on September 7, 2026, under which each EFSI share will convert into 2.00 JMSB shares in an all-stock deal, and EFSI's bank subsidiary Bank of Clarke will merge into John Marshall Bank, which survives as the combined bank. The combined company will have a 12-member board split evenly between JMSB and EFSI directors.
Key figures
- Outside date
- September 30, 2027
- Exchange ratio
- 2.00 JMSB shares per EFSI share (all-stock)
- Termination fee
- 10100000
- Combined board size
- 12 directors (6 JMSB, 6 EFSI)
- Bergstrom base salary
- $500,000 initial, increasing 5% annually; bonus target 50%/max 100% of salary; severance 2.99x (2x after second anniversary)
- Carstater base salary
- 500000
- Earliest effective time
- January 1, 2027
- Efsi shares outstanding
- 5411615
- Implied new jmsb shares
- approximately 10.8 million (2.00 exchange ratio x up to 5,414,400 EFSI shares at closing)
- Efsi max shares at closing
- 5414400
- Efsi restricted stock awards outstanding
- 87673
- Voting agreement ownership efsi insiders
- 5.97% of EFSI shares
- Voting agreement ownership jmsb insiders
- 12.73% of JMSB shares
Price after filing
1 day: -1.9%7 days: +0.2%30 days: -2.6%
Close on the filing date to close N calendar days later (from $23.41). Historical, not a forecast.
AI analysis
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