Monitor the shareholder vote on Nov 19, 2026 — EFSI's two-thirds supermajority requirement is a higher bar than JMSB's simple majority. Also watch for regulatory approvals from the Federal Reserve and Virginia BFI. Any delay or denial would trigger the $10.1M termination fee dynamics.
Price Chart
Executive Summary
Eagle Financial Services (EFSI) shareholders are being asked to vote on a merger with John Marshall Bancorp (JMSB), where each EFSI share will be exchanged for 2.00 shares of JMSB common stock. The implied value was $46.02 per EFSI share as of October 13, 2026. Both boards unanimously recommend approval, and the deal is expected to close in Q1 2027. The merger is a fixed-exchange-ratio stock-for-stock transaction with no appraisal rights available.
Key Financial Metrics
Key Facts
- Each EFSI share converts into 2.00 JMSB shares (fixed exchange ratio).
- Implied value per EFSI share: $46.02 as of Oct 13, 2026 (JMSB at $23.01).
- EFSI shareholders will own ~43.4% of the combined company.
- Special meetings for both JMSB and EFSI shareholders on Nov 19, 2026.
- EFSI requires a two-thirds supermajority vote to approve the merger.
- JMSB requires a simple majority to approve share issuance.
- No appraisal or dissenters' rights available under Virginia law.
- Both boards unanimously recommend FOR the merger.
- Termination fee of $10.1 million payable by either party under certain conditions.
- Expected closing in Q1 2027, subject to regulatory approvals and shareholder votes.
Financial Impact
EFSI shareholders receive 2.00 JMSB shares per EFSI share; implied value ~$46.02/share as of Oct 13, 2026. JMSB will issue ~10.8 million new shares. Pro forma combined total assets ~$4.29 billion.
Risk Factors
- EFSI shareholders may not achieve the required two-thirds supermajority vote.
- Regulatory approvals may impose burdensome conditions or be delayed beyond Q1 2027.
- JMSB stock price decline reduces the value of the merger consideration for EFSI holders.
- Integration risks and potential non-recurring charges not fully quantified.
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001104659-26-116463 |
| Document: tm2625851-7_defm14a.htm | 0001104659-26-116463 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 5d ago | 425 | $46.93 $46.32 | ▲ +1.30% | ▲ +2.01% | $46.32 (+1.30%) |
Oct 22, 2026 5d ago | 8-K | $46.93 $46.32 | ▼ −1.30% | ▼ −2.01% | $46.32 (−1.30%) |
Oct 22, 2026 5d ago | Press Release | $46.93 $46.32 | ▼ −1.30% | ▼ −2.01% | $46.32 (−1.30%) |
Oct 16, 2026 11d ago | DEFM14A | $45.89 $45.65 | ▼ −0.52% | ▼ −0.95% | $46.32 (+0.94%) |
Jul 23, 2026 13w ago | 8-K | $40.48 $40.14 | ▼ −0.84% | ▼ −0.86% | $46.32 (+14.43%) |
Jul 23, 2026 13w ago | Press Release | $40.48 $40.14 | ▲ +0.84% | ▲ +0.86% | $46.32 (−14.43%) |
Jun 11, 2026 19w ago | Institutional Cluster | $42.76 $43.13 | ▲ +0.87% | ▲ +0.32% | $46.32 (+8.33%) |
Apr 8, 2026 28w ago | DEFA14A | $37.20 $38.76 | ▲ +4.18% | ▲ +3.61% | $46.32 (+24.50%) |
Mar 5, 2026 33w ago | Insider Cluster | $34.27 $34.52 | ▲ +0.74% | ▲ +2.05% | $46.32 (+35.17%) |
Feb 27, 2026 34w ago | Insider Cluster | $34.43 $34.71 | ▲ +0.82% | ▲ +0.77% | $46.32 (+34.55%) |
US Market Status
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