John Marshall Bancorp and Eagle Financial Services have entered into a definitive agreement for an approximately $253 million all-stock merger that will create a Virginia-focused community banking company with approximately $4.4 billion in assets.
Under the agreement, Eagle Financial Services, the parent of Bank of Clarke, will merge into John Marshall Bancorp, the parent of John Marshall Bank.
The transaction values Eagle Financial Services at $46.72 per share, based on John Marshall’s September 4, 2026 closing price of $23.36.
Each Eagle Financial Services share will be exchanged for 2.0 shares of John Marshall common stock.
The implied $46.72 consideration represents an approximately 11.5% premium to Eagle Financial Services’ September 4 closing price of $41.90.
The combination will create a contiguous banking franchise stretching from the Shenandoah Valley through Northern Virginia and Montgomery County, Maryland, to Washington, D.C.
The combined organization is expected to operate 23 banking offices.
Management expects the increased scale to provide greater lending capacity, broader capabilities and additional resources for technology and customer service while retaining the community banking models of the two organizations.
Following closing, John Marshall expects to increase its quarterly cash dividend to $0.155 per share.
Because Eagle shareholders will receive two John Marshall shares for each EFSI share, that would represent a quarterly dividend of $0.31 for each former EFSI share, equivalent to Eagle’s current quarterly dividend.
The combined holding company will retain the John Marshall Bancorp name and will be headquartered in Reston, Virginia.
The banking subsidiary will be headquartered in Berryville, Virginia.
John Marshall Bancorp will continue trading on Nasdaq under the JMSB ticker.
Both bank brands will remain in use, including the Bank of Clarke name in its legacy Shenandoah Valley markets, where the institution traces its history to 1881.
The combined Board will consist of 12 directors, evenly divided between six John Marshall representatives and six Eagle Financial Services representatives.
Christopher W. Bergstrom will become Executive Chairman, while Cary C. Nelson will serve as Lead Independent Director.
Brandon C. Lorey, currently President and CEO of Eagle Financial Services, will become CEO and a director of both the combined holding company and banking subsidiary.
Kent D. Carstater, currently CFO of John Marshall, will become President of the combined company and COO of the banking subsidiary.
Joseph T. Zmitrovich, Eagle’s Chief Banking Officer, will become Chief Revenue Officer of the combined organization and President of the banking subsidiary.
As of June 30, 2026, John Marshall Bancorp had $2.4 billion in assets, approximately $2 billion in loans and approximately $2 billion in deposits.
Eagle Financial Services had $1.8 billion in assets, $1.6 billion in deposits and $1.5 billion in gross loans, while its wealth management operation had approximately $599 million in assets under management.
The merger is expected to close early in the first quarter of 2027, subject to regulatory approvals, shareholder approvals and customary closing conditions.
Keefe, Bruyette & Woods, a Stifel company, served as financial advisor to John Marshall and provided a fairness opinion, while Skadden, Arps, Slate, Meagher & Flom served as legal counsel.
Piper Sandler served as financial advisor to Eagle Financial Services and provided a fairness opinion, while Troutman Pepper Locke served as legal counsel.
KEY QUOTES:
“Bank of Clarke has spent nearly a century and a half earning the trust of the Shenandoah Valley. Together we will have the scale to do more for our clients, more for our employees and more for the communities we serve, without giving up the local decision-making that has defined both of our banks.”
Chris Bergstrom, President and CEO of John Marshall
“At its core, this is about bringing together two organizations that think alike, serve customers the same way, and believe in the future of community banking. By combining our strengths, we’re creating a stronger franchise with greater lending capacity, more opportunities for employees, and the scale to continue investing in our customers and communities for years to come.”
Brandon Lorey, President and CEO of Eagle Financial Services
