Eagle Financial Services (EFSI) Proxy filing summary

Executive summary

• Merger agreement dated September 7, 2026 sets out a three-step transaction: George Sub merges into the target, the target then merges into JMSB, and Bank of Clarke merges into John Marshall Bank; closing is expected in Q1 2027, subject to approvals.

• Each eligible target common share converts into 2.00 JMSB shares; the ratio is fixed, while consideration value fluctuates with JMSB’s share price. Implied value was $46.02 on October 13, 2026, versus $46.72 on September 4.

• Approximately 10,823,230 JMSB shares are expected to be issued; former target shareholders are projected to hold 43.4% of the surviving corporation, assuming unvested awards convert to shares.

• The transaction is intended to create a larger, more diversified community bank, with potential scale, product and growth benefits; integration expenses and realization of synergies remain uncertain.

Voting matters and shareholder proposals

• Virtual special meetings are scheduled for November 19, 2026, at 1:00 p.m. ET; October 13, 2026 is the record date for both shareholder groups.

• Target shareholders vote on the merger, an advisory non-binding vote on specified executive compensation, and adjournment; approval of the merger requires at least two-thirds of outstanding shares.

• JMSB shareholders vote on the share issuance and adjournment; the share issuance requires votes for to exceed votes against, with a quorum present.

• Both boards recommend FOR their proposals. Voting agreements cover 5.97% of target shares and 10.70% of JMSB shares as of the record date.

Board of directors and corporate governance

• At closing, the surviving corporation and bank boards will each have 12 directors: six designated by each side, including five independent directors from each group under Nasdaq standards.

• Christopher Bergstrom will be Executive Chair; Cary Nelson Lead Independent Director; Brandon C. Lorey CEO; Kent D. Carstater President and bank COO; Joseph T. Zmitrovich bank President and Chief Revenue Officer; Nicholas Smith CFO.

• Governance and nominating committees will have equal representation from both director groups; both groups will be nominated for re-election at the first post-merger annual meeting.

• Surviving corporation headquarters will be in Reston, Virginia, and the surviving bank headquarters in Berryville, Virginia.