BriefIQ Markets · 8-K

John Marshall Bancorp and Eagle Financial Services propose all-stock merger with planned leadership and board changes

SEC filed 08-Sep-2026 BriefIQ published 08-Sep-2026 13:26

Key Facts

JMSB and EFSI entered into a Merger Agreement for a proposed transaction that includes multiple mergers; the filing identifies the transaction as proposed and does not establish completion.
The contemplated transaction includes the Merger, the Holding Company Merger and the Bank Merger.
Consummation is subject to regulatory and shareholder approvals and other conditions.

Effective as of the Effective Time, the current President, Chief Executive Officer and Director of the Board of JMSB will serve as Executive Chair of the boards of JMSB and the Surviving Bank.
Effective as of the Effective Time, the current President and Chief Executive Officer of EFSI will serve as Chief Executive Officer and Director of JMSB and the Surviving Bank.
The governance and nominating committees of JMSB and John Marshall Bank will have equal numbers of EFSI Directors and JMSB Directors effective as of the Effective Time.
On September 7, 2026, JMSB entered into amended and restated employment agreements with Bergstrom, Carstater and Peden, effective at the Effective Time contingent on consummation of the merger transactions.
Bergstrom’s agreement provides for an initial annual base salary of $500,000, increasing by 5% annually, and an annual bonus target of 50% of base salary with a maximum of 100%.
Carstater’s annual base salary will increase to $500,000 in connection with his promotion.
Peden will receive a payment within 15 days following the Effective Time equal to 2.5 times his annual compensation.
For specified terminations, Bergstrom may receive 2.99 times annual compensation and two years of COBRA premiums, subject to the stated conditions.

Filing details