EAGLE FINANCIAL SERVICES INC

DEFM14A 1 tm2625851-7_defm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ​ ​ SCHEDULE 14A ​ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ​ ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ​ ☒ Definitive Proxy Statement ​ ☐ Definitive Additional Materials ​ ☐ Soliciting Material Pursuant to 240.14a-12 ​ Eagle Financial Services, Inc. ​ (Name of Registrant as Specified in Its Charter) ​ ​ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ​ ☐ Fee paid previously with preliminary materials. ​ ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. ​ Table of Contents ​ ​ ​ ​ PROPOSED MERGERS — YOUR VOTE IS VERY IMPORTANT Dear Shareholders of John Marshall Bancorp, Inc. and Eagle Financial Services, Inc.: On September 7, 2026, John Marshall Bancorp, Inc. (“JMSB”), a Virginia corporation, the parent holding company of John Marshall Bank, a Virginia state-chartered bank and wholly owned subsidiary of JMSB (“John Marshall Bank”), Eagle Financial Services, Inc. (“EFSI”), a Virginia corporation, the parent holding company of Bank of Clarke, a Virginia state-chartered bank and wholly owned subsidiary of EFSI (“Bank of Clarke”) and George Sub, Inc., a Virginia corporation and wholly owned subsidiary of JMSB (“George Sub”), entered into an Agreement and Plan of Merger (as that agreement may be amended from time to time, the “Merger Agreement”). Under the terms and subject to the conditions of the Merger Agreement, among other things, (1) George Sub will merge with and into EFSI (the “First Merger”), with EFSI continuing as the surviving corporation (“Intermediate Surviving Corporation”), (2) immediately thereafter, the Intermediate Surviving Corporation will merge with and into JMSB, with JMSB continuing as the Surviving Corporation (such merger is referred to as the “Holding Company Merger”) and (3) simultaneously with the First Merger, Bank of Clarke will merge with and into John Marshall Bank, with John Marshall Bank continuing as the surviving bank (the “Bank Merger” and, together with the First Merger and the Holding Company Merger, the “Mergers”). If the First Merger is completed, each share of common stock, par value $2.50 per share, of EFSI (the “EFSI Common Stock”), excluding certain specified shares owned by JMSB, EFSI or their respective subsidiaries, that is issued and outstanding immediately prior to the completion of the First Merger, will be converted into the right to receive 2.00 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of JMSB (the “JMSB Common Stock”), with cash paid in lieu of fractional shares based on the average closing price of JMSB Common Stock as determined in accordance with the Merger Agreement. We refer to the 2.00 shares of JMSB Common Stock into which each share of EFSI Common Stock will convert in the First Merger as the “Merger Consideration”. Although the Exchange Ratio is fixed, the market value of the Merger Consideration will fluctuate with the price of JMSB Common Stock. Shares of JMSB Common Stock are listed on the Nasdaq Capital Market (the “Nasdaq”) under the ticker symbol “JMSB”, and shares of EFSI Common Stock are listed on Nasdaq under the ticker symbol “EFSI”. The following table sets forth the closing sale prices per share of JMSB Common Stock and EFSI Common Stock on September 4, 2026, the last trading day before the public announcement of the signing of the Merger Agreement, and on October 13, 2026, the latest practicable trading day before the printing date of this joint proxy statement/prospectus. The table also shows the implied value of the Merger Consideration payable for each share of EFSI Common Stock on September 4, 2026 and on October 13, 2026, the latest practicable trading day before the printing date of this joint proxy statement/prospectus, determined by multiplying the closing price of JMSB Common Stock on such dates by the Exchange Ratio. We urge you to obtain current market quotations for JMSB Common Stock and EFSI Common Stock. ​ ​ ​ JMSB Common Stock ​ ​ EFSI Common Stock ​ ​ Implied Value of Merger Consideration ​ September 4, 2026 ​ ​ ​ $ 23.36 ​ ​ ​ ​ $ 41.90 ​ ​ ​ ​ $ 46.72 ​ ​ October 13, 2026 ​ ​ ​ $ 23.01 ​ ​ ​ ​ $ 45.72 ​ ​ ​ ​ $ 46.02 ​ ​ Based on the number of shares of EFSI Common Stock outstanding (which includes the shares of EFSI Common Stock underlying EFSI restricted stock awards that will automatically vest in the Mergers, assuming that all unvested EFSI restricted stock awards would elect to receive shares of JMSB Common Stock) as of September 7, 2026, JMSB currently expects to issue approximately 10,823,230 shares of JMSB Common Stock in connection with the First Merger. However, an increase or decrease in the number Table of Contents of outstanding shares of EFSI Common Stock prior to completion of the First Merger could cause the actual number of shares issued in connection with the First Merger to change. JMSB and EFSI will each hold a special meeting of their respective shareholders in connection with the proposed Mergers. In addition to other conditions to the completion of the First Merger, JMSB and EFSI cannot complete the proposed Mergers unless (1) JMSB shareholders vote to approve the issuance of JMSB Common Stock in connection with the First Merger (including for purposes of complying with Nasdaq Listing Rule 5635(a), which requires approval of the issuance of shares of JMSB Common Stock in an amount that equals or exceeds 20% of the currently outstanding shares of JMSB Common Stock), and (2) EFSI shareholders vote to approve the Merger Agreement and the transactions contemplated thereby, including the Mergers. Our respective boards of directors are providing this document to solicit your proxy to vote in connection with the Merger Agreement and related matters. In addition, this document is also being delivered to EFSI shareholders as JMSB’s prospectus for its offering of JMSB Common Stock in connection with the First Merger. The JMSB special meeting will be held on November 19, 2026 at 1:00 p.m., Eastern Time, virtually via the Internet at www.virtualshareholdermeeting.com/JMSB2026SM. The EFSI special meeting will be held on November 19, 2026 at 1:00 p.m., Eastern Time, virtually via the Internet at www.virtualshareholdermeeting.com/EFSI2026SM. Your vote is very important. To ensure your representation at the special meeting of JMSB or EFSI, as applicable, please complete, sign, date and return the enclosed proxy card (or submit your proxy by telephone or through the internet). Whether or not you expect to attend the special meeting of JMSB or EFSI, as applicable, please vote promptly. Submitting a proxy now will not prevent you from being able to vote virtually at the applicable special meeting. The JMSB board of directors has unanimously adopted the Merger Agreement and approved the transactions contemplated thereby and unanimously recommends to its shareholders to vote “FOR” approval of its respective proposals. All present directors of the EFSI board of directors at its meeting to consider the Merger Agreement have unanimously adopted the Merger Agreement and approved the transactions contemplated thereby, and the EFSI board of directors recommends to its shareholders to vote “FOR” approval of its respective proposals. The enclosed joint proxy statement/prospectus provides a detailed description of the Mergers, the Merger Agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their ent