John Marshall Bancorp, Inc. · NASDAQ:JMSB
John Marshall Bancorp — Merger or Acquisition (September 2026)
21 slides from John Marshall Bancorp's merger presentation, Sep 8, 2026
Slide 1: From the Shenandoah Valley to the Nation's Capital
1 + S T R AT E G I C M E R G E R From the Shenandoah Valley to the Nation’s Capital Merger Investor Presentation John Marshall Bancorp, Inc. (Nasdaq: JMSB) Eagle Financial Services, Inc. (Nasdaq: EFSI) September 8, 2026
Slide 2: Disclaimer
2 Disclaimer Cautionary Note Regarding Forward-Looking Statements In addition to historical information, this communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on certain assumptions and describe future plans,
Slide 3: Disclaimer
3 Disclaimer Additional Information About the Merger and Where to Find It In connection with the proposed transaction, John Marshall will file a registration statement on Form S-4 with the SEC to register the shares of John Marshall common stock to be issued in connection with the proposed transacti
Slide 4: Connecting Attractive Markets Across Virginia and Maryland
4 Connecting Attractive Markets Across Virginia and Maryland Creates 5th Largest Bank Headquartered in Virginia(1) Pro Forma Combined $4.4B $3.7B $3.6B 23 ~$580M Company(2) Assets Deposits Loans Banking Offices(3) Market Cap(4) Key Markets Served(5) Complementary Footprint JMSB Branches (8) Winchest
Slide 5: Building a Stronger Franchise
5 Building a Stronger Franchise Creates a leading Virginia banking franchise across the D.C. metro area and Shenandoah Valley Low cost, granular core deposit base Diversified revenue with robust fee income from wealth, mortgage, and SBA Delivers a financially compelling opportunity for both sharehol
Slide 6: Overview of Eagle Financial Services, Inc. (EFSI)
6 Overview of Eagle Financial Services, Inc. (EFSI) Company Highlights Franchise Strengths Ticker EFSI (Nasdaq) Low-Cost Granular core deposits, driving low cost of funds Established 1881 Core Funding Deep noninterest-bearing deposit base Headquarters Berryville, Virginia Full-service wealth m
Slide 7: Overview of John Marshall Bancorp, Inc. (JMSB)
7 Overview of John Marshall Bancorp, Inc. (JMSB) Company Highlights Franchise Strengths Ticker JMSB (Nasdaq) No loans on non-accrual status at quarter end Pristine Credit Established 2006 Disciplined, relationship-based underwriting Headquarters Reston, Virginia Deposits concentrated in few ba
Slide 8: A Top-10 Virginia Deposit Franchise
8 A Top-10 Virginia Deposit Franchise Market Demographics Deposit Market Share: Virginia Community Deposits Deposit 2026-2031 Projected Population Change (%) Bank in Market Market Share (1) Rank Rank Institution ($M) (%) 4.4% 1. Capital One Financial Corp. 62,739 19.2 2. Bank of America Corporation
Slide 9: Deep and Experienced Leadership Team
9 Deep and Experienced Leadership Team Combined Executive Management Team Pro Forma Board Split Legacy JMSB Legacy EFSI Board Leadership Christopher W. Bergstrom Executive Chairman: Christopher W. Bergstrom Brandon C. Lorey Executive Chairman Chief Executive Officer Lead Independent Director: Ca
Slide 10: Granular Deposit Base
10 Granular Deposit Base EFSI Deposit Portfolio Highlights Cost of Deposits 2.86% 1.76% 29% 83% 2.56% 2.33% 2.34% Cost of Deposits NIB Deposits Core Deposits JMSB 2.12% 1.94% EFSI Pricing Discipline Everyday Accounts Core Relationships 1.76% Funding costs stayed low Checking and operating Minimal ju
Slide 11: A More Diversified, Higher-Yielding Loan Book
11 A More Diversified, Higher-Yielding Loan Book EFSI Loan Portfolio Highlights Yield on Loans 5.82% 26% 49% 5.67% 5.82% EFSI Yield on Loans C&I & Consumer(1) CRE Exposure 5.61% JMSB 5.28% 5.53% Less CRE Reliance 5.41% Yield Premium Diversified Lending 5.28% Reduces pro forma CRE Higher-yielding loa
Slide 12: Attractive Fee Income Opportunity
12 Attractive Fee Income Opportunity Diversified Suite of Products and Revenue Base JMSB EFSI Pro Forma (2) BOLI Income Other Income BOLI Income 6% 7% 5% Other Income Other Income Mortgage & 13% Other Service 56% Mortgage & SBA Other Service Charges SBA Banking Charges & Fees Banking & Fees 11% 30%
Slide 13: Transaction Summary
13 Transaction Summary 100% stock consideration Transaction Fixed exchange ratio of 2.0x JMSB shares for each EFSI share Structure Pro Forma Ownership: 56.6% JMSB | 43.4% EFSI Transaction $46.72 per EFSI share(1) Value Aggregate Consideration: $252.8 million(2) Price / 2027E EPS(3): 11.5
Slide 14: Pro Forma Financial Impact
14 Pro Forma Financial Impact Key Transaction Impacts Pro Forma Profitability(1) Pro Forma Capital at Close ~38% ~1.6% ~10.0% Fully-Phased Fully-Phased Pro Forma 2027E EPS Accretion(1) 2027E ROAA TCE / TA (~14%) ~16.2% ~12.2% TBV Dilution Fully-Phased Pro Forma at Close 2027E ROATCE CET1 ~3.1 Yrs ~4
Slide 15: Implied Valuation Upside
15 Implied Valuation Upside + Pro Forma Peers (2) Pro Forma(1) Median Top Quartile 2027E Estimated Profitability ROAA ~1.6% 1.2% 1.3% ROATCE ~16.2% 13.1% 14.7% Efficiency Ratio ~47% 59% 57% Market Information Pro Forma 2027E EPS $2.83 – – Pro Forma TBV per Share at Close $17.32 – – Implied Trading M
Slide 16: Pro Forma Profitability vs. Peers
16 Pro Forma Profitability vs. Peers 2027E 2026 Q2 ~1.6% ~1.3% ~1.2% 1.2% 1.1% ROAA Pro Forma (1) Peer Top Quartile Peer Median JMSB EFSI ~16.2% ~14.7% ~13.1% ROATCE 10.3% 10.3% Pro Forma (1) Peer Top Quartile Peer Median JMSB EFSI Source: FactSet; Market data as of 9/4/2026 Note: Peers include 12 m
Slide 17: A Stronger Bank for All Stakeholders
17 A Stronger Bank for All Stakeholders Shareholders Customers Peer-leading profitability(1): ~1.6% ROAA and ~16.2% ROATCE Higher legal lending limit Significantly EPS accretive to all shareholders More expansive branch network Strong balance sheet with pristine asset quality — ~10.0% TCE
Slide 18: Appendix
18 SECTION Appendix
Slide 19: Detailed Transaction Assumptions
19 Detailed Transaction Assumptions Earnings JMSB earnings per management estimates through 2027 – growth of 5% thereafter Assumptions EFSI earnings per management estimates through 2027 – growth of 5% thereafter Estimated cost savings of 15% of combined annual noninterest expense base Cost Sa
Slide 20: Comprehensive Due Diligence Review of Both Companies
20 Comprehensive Due Diligence Review of Both Companies 30-Day Review Period 12 Functional Areas Credit-Led Focus Comprehensive due diligence review of both Spanning credit and risk, business lines, and Heightened focus on loan portfolio and credit companies corporate functions administration Dilige
Slide 21: Pro Forma Tangible Book Value Reconciliation
21 Pro Forma Tangible Book Value Reconciliation TBV Reconciliation Goodwill Reconciliation ($ in millions except for per share figures) At Close Shares (mm) Per Share ($ in millions) At Close Transaction Consideration $252.8 JMSB Standalone Tangible Common Equity $285.5 14.1 $20.23 EFSI Standalone T
John Marshall Bancorp — Merger or Acquisition (September 2026) on 6ix