---
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"
generated_at: "2026-09-08T12:50:22.574094+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# JMSB to acquire EFSI in all-stock merger; each EFSI share gets 2.0 JMSB shares

## Summary
- 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).

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001552781-26-000472
- JSON: https://secwatch.observer/filing/0001552781-26-000472.json
- Plain text: https://secwatch.observer/filing/0001552781-26-000472.txt

## Key facts
- Executive change
  Kent Carstater changed role as President of JMSB and Chief Operating Officer of John Marshall Bank at John Marshall Bancorp, Inc..
  - Action: promoted
  - Role: President of JMSB and Chief Operating Officer of John Marshall Bank
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/0001552781-26-000472-index.htm
- Executive change
  Brandon Lorey was appointed as Chief Executive Officer of JMSB and John Marshall Bank at John Marshall Bancorp, Inc..
  - Action: appointed
  - Role: Chief Executive Officer of JMSB and John Marshall Bank
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/0001552781-26-000472-index.htm
- Executive change
  Nicholas Smith was appointed as Chief Financial Officer of JMSB and John Marshall Bank at John Marshall Bancorp, Inc..
  - Action: appointed
  - Role: Chief Financial Officer of JMSB and John Marshall Bank
  source text: Nicholas Smith will be appointed Chief Financial Officer of JMSB and John Marshall Bank.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/0001552781-26-000472-index.htm
- Executive change
  Joseph Zmitrovich was appointed as President of John Marshall Bank and Chief Revenue Officer of JMSB at John Marshall Bancorp, Inc..
  - Action: appointed
  - Role: President of John Marshall Bank and Chief Revenue Officer of JMSB
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/0001552781-26-000472-index.htm
- Executive change
  Christopher Bergstrom was appointed as Executive Chairman of JMSB and John Marshall Bank at John Marshall Bancorp, Inc..
  - Action: appointed
  - Role: Executive Chairman of JMSB and John Marshall Bank
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1710482/000155278126000472/0001552781-26-000472-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.