{"filing":{"accession_number":"0001552781-26-000472","cik":"0001710482","ticker":"JMSB","company_name":"John Marshall Bancorp, Inc.","form":"8-K","filing_date":"2026-09-08","report_date":"2026-09-07","primary_document":"e26378_jmsb-8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/e26378_jmsb-8k.htm"},"events":[{"id":31852,"run_id":29250,"accession_number":"0001552781-26-000472","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"John Marshall Bancorp and Eagle Financial Services entered into a definitive Agreement and Plan of Merger on September 7, 2026, whereby EFSI will merge into John Marshall in an all-stock transaction valued at approximately $253 million (2.0 shares of JMSB per EFSI share). The transaction creates a combined $4.4 billion entity with 23 banking offices, expected to close in Q1 2027, and includes executive leadership changes at the effective time.","company_name":"John Marshall Bancorp, Inc.","ticker":"JMSB","filing_date":"2026-09-08","form":"8-K","submitted_at":null,"items":[{"id":34872,"accession_number":"0001552781-26-000472","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"John Marshall Bancorp and Eagle Financial Services entered into a definitive Agreement and Plan of Merger on September 7, 2026, whereby EFSI will merge into John Marshall in an all-stock transaction valued at approximately $253 million. The filing discloses the complete merger structure, consideration (2.0 shares of JMSB per EFSI share), closing conditions, and governance arrangements. This is a material acquisition creating a combined $4.4 billion entity with 23 banking offices, clearly meeting the threshold for Item 1.01 M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:46:49.079153+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34873,"accession_number":"0001552781-26-000472","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 5.02 discloses a material merger transaction between John Marshall Bancorp and Eagle Financial Services, valued at approximately $253 million, with multiple executive leadership changes occurring at the effective time. While the section nominally addresses departures and appointments (Bergstrom stepping down as CEO, Lorey appointed CEO, Carstater promoted to President/COO, etc.), the central disclosed event is the strategic merger combining two Virginia community banks into a $4.4 billion entity. The leadership changes are ancillary to and contingent upon the merger's consummation. The press release (EX-99.1) confirms this is a definitive merger agreement announced September 8, 2026, expected to close in Q1 2027, making this a material acquisition/change of control event under Item 1.01/2.01 framework, though disclosed here under Item 5.02 due to the accompanying executive arrangements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:46:49.079153+00:00","company_name":"","ticker":null,"filing_date":""},{"id":34874,"accession_number":"0001552781-26-000472","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the execution of a definitive merger agreement between John Marshall Bancorp and Eagle Financial Services, with EFSI merging into John Marshall in an all-stock transaction valued at approximately $253 million ($46.72 per share). This is a material acquisition/merger event requiring disclosure under Item 1.01 or 2.01, though disclosed here under Item 7.01 (Regulation FD Disclosure) with exhibits. The transaction creates a $4.4 billion combined entity and involves board-approved definitive agreements with expected closing in Q1 2027.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:46:49.079153+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":34872,"accession_number":"0001552781-26-000472","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"John Marshall Bancorp and Eagle Financial Services entered into a definitive Agreement and Plan of Merger on September 7, 2026, whereby EFSI will merge into John Marshall in an all-stock transaction valued at approximately $253 million. The filing discloses the complete merger structure, consideration (2.0 shares of JMSB per EFSI share), closing conditions, and governance arrangements. This is a material acquisition creating a combined $4.4 billion entity with 23 banking offices, clearly meeting the threshold for Item 1.01 M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:46:49.079153+00:00","company_name":"John Marshall Bancorp, Inc.","ticker":"JMSB","filing_date":"2026-09-08"},{"id":34873,"accession_number":"0001552781-26-000472","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 5.02 discloses a material merger transaction between John Marshall Bancorp and Eagle Financial Services, valued at approximately $253 million, with multiple executive leadership changes occurring at the effective time. While the section nominally addresses departures and appointments (Bergstrom stepping down as CEO, Lorey appointed CEO, Carstater promoted to President/COO, etc.), the central disclosed event is the strategic merger combining two Virginia community banks into a $4.4 billion entity. The leadership changes are ancillary to and contingent upon the merger's consummation. The press release (EX-99.1) confirms this is a definitive merger agreement announced September 8, 2026, expected to close in Q1 2027, making this a material acquisition/change of control event under Item 1.01/2.01 framework, though disclosed here under Item 5.02 due to the accompanying executive arrangements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:46:49.079153+00:00","company_name":"John Marshall Bancorp, Inc.","ticker":"JMSB","filing_date":"2026-09-08"},{"id":34874,"accession_number":"0001552781-26-000472","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the execution of a definitive merger agreement between John Marshall Bancorp and Eagle Financial Services, with EFSI merging into John Marshall in an all-stock transaction valued at approximately $253 million ($46.72 per share). This is a material acquisition/merger event requiring disclosure under Item 1.01 or 2.01, though disclosed here under Item 7.01 (Regulation FD Disclosure) with exhibits. The transaction creates a $4.4 billion combined entity and involves board-approved definitive agreements with expected closing in Q1 2027.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-08T12:46:49.079153+00:00","company_name":"John Marshall Bancorp, Inc.","ticker":"JMSB","filing_date":"2026-09-08"}]}