{"schema_version":"secwatch.filing_event.v1","accession":"0001552781-26-000472","form_type":"8-K","ticker":"JMSB","cik":"0001710482","company_name":"John Marshall Bancorp, Inc.","filed_at":"2026-09-08T12:45:20+00:00","discovered_at":"2026-09-08T12:50:01.383149+00:00","generated_at":"2026-09-08T12:50:22.574094+00:00","sec_items":["1.01","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"JMSB to acquire EFSI in all-stock merger; each EFSI share gets 2.0 JMSB shares","bullets":["Merger agreement signed Sept 7, 2026: each EFSI share converts to 2.00 JMSB shares; cash for fractional shares.","Termination fee of $10.1M payable under certain circumstances; closing expected by Sept 30, 2027.","Leadership: Bergstrom becomes Executive Chairman; Lorey (EFSI CEO) becomes JMSB CEO; Carstater promoted to President/COO.","Voting agreements: EFSI insiders hold ~5.97% of EFSI shares; JMSB insiders hold ~12.73% of JMSB shares.","Closing conditions include shareholder and regulatory approvals (Federal Reserve, Virginia BFI)."],"urls":{"canonical":"https://secwatch.observer/filing/0001552781-26-000472","json":"https://secwatch.observer/filing/0001552781-26-000472.json","markdown":"https://secwatch.observer/filing/0001552781-26-000472.md","text":"https://secwatch.observer/filing/0001552781-26-000472.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/0001552781-26-000472-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/e26378_jmsb-8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-09-08T12:50:22.574094+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5ecc68315a","claim":"Kent Carstater changed role as President of JMSB and Chief Operating Officer of John Marshall Bank at John Marshall Bancorp, Inc..","evidence_excerpt":"Kent Carstater Senior Executive Vice President, Chief Financial Officer of JMSB and John Marshall Bank will be promoted to the position of President of JMSB and Chief Operating Officer of John Marshall Bank.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/0001552781-26-000472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"promoted"},{"label":"Role","value":"President of JMSB and Chief Operating Officer of John Marshall Bank"}],"fact_type":"executive_change"},{"claim_id":"7d23143e7d","claim":"Brandon Lorey was appointed as Chief Executive Officer of JMSB and John Marshall Bank at John Marshall Bancorp, Inc..","evidence_excerpt":"Brandon Lorey (current President and Chief Executive Officer of EFSI and Bank of Clarke) will be appointed Chief Executive Officer of JMSB and John Marshall Bank","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/0001552781-26-000472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer of JMSB and John Marshall Bank"}],"fact_type":"executive_change"},{"claim_id":"ac17300e2a","claim":"Nicholas Smith was appointed as Chief Financial Officer of JMSB and John Marshall Bank at John Marshall Bancorp, Inc..","evidence_excerpt":"Nicholas Smith will be appointed Chief Financial Officer of JMSB and John Marshall Bank.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/0001552781-26-000472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Financial Officer of JMSB and John Marshall Bank"}],"fact_type":"executive_change"},{"claim_id":"e04ca525f2","claim":"Joseph Zmitrovich was appointed as President of John Marshall Bank and Chief Revenue Officer of JMSB at John Marshall Bancorp, Inc..","evidence_excerpt":"Joseph Zmitrovich (current President and Chief Banking Officer of EFSI and Bank of Clarke) will be appointed President of John Marshall Bank and Chief Revenue Officer of JMSB.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/0001552781-26-000472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President of John Marshall Bank and Chief Revenue Officer of JMSB"}],"fact_type":"executive_change"},{"claim_id":"e99dd0ba9f","claim":"Christopher Bergstrom was appointed as Executive Chairman of JMSB and John Marshall Bank at John Marshall Bancorp, Inc..","evidence_excerpt":"Christopher Bergstrom will step down as President and Chief Executive Officer of JMSB and John Marshall Bank and will be appointed Executive Chairman of JMSB and John Marshall Bank.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/0001552781-26-000472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Executive Chairman of JMSB and John Marshall Bank"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}