John Marshall Bancorp and Eagle Financial Services have signed a definitive agreement to merge in an all-stock transaction valued at approximately $253 million.
Eagle Financial Services is the parent company of Bank of Clarke, while John Marshall Bancorp operates John Marshall Bank.
Under the agreement, each Eagle Financial Services share will be converted into the right to receive 2.0 shares of John Marshall Bancorp common stock.
Based on John Marshall’s September 4, 2026 closing price of $23.36, the exchange ratio implies consideration of $46.72 per Eagle Financial Services share.
That represents an approximately 11.5% premium to Eagle Financial Services’ $41.90 closing share price on the same date.
The combination is expected to create a banking company with approximately $4.4 billion in assets and 23 banking offices stretching from Virginia’s Shenandoah Valley through Northern Virginia and Montgomery County, Maryland, to the Washington, D.C. market.
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, and the company will continue trading on Nasdaq under the JMSB ticker.
John Marshall Bank and Bank of Clarke will continue operating under their existing brands in their respective legacy markets.
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 Eagle share, the equivalent quarterly dividend would be $0.31 per former Eagle share, matching Eagle’s current dividend.
The boards of both companies approved the transaction.
The combination is designed to expand lending capacity, increase operating scale and create a contiguous community banking franchise across some of Virginia’s most important commercial markets.
KEY QUOTE:
“By combining our strengths, we’re creating a stronger franchise with greater lending capacity, more opportunities for employees, and the scale to continue investing.”
Brandon Lorey, President and CEO of Eagle Financial Services
