EAGLE FINANCIAL SERVICES INC

0000880641 false 0000880641 2026-10-22 2026-10-22 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2026 EAGLE FINANCIAL SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Virginia 001-42512 54-1601306 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 2 East Main Street Berryville , Virginia 22611 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (540) 955-2510 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $2.50 par value per share EFSI The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02 Results of Operations and Financial Condition On October 22, 2026, Eagle Financial Services, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2026. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information disclosed in or incorporated by reference into this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any of the Company’s reports or filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such report or filing. Item 7.01 Regulation FD Disclosure Attached as Exhibit 99.2 and incorporated herein by reference is the Company’s investor presentation regarding the Company’s financial results for the third quarter of 2026. The Company may use this presentation in connection with potential meetings with investors and/or analysts. The information disclosed in or incorporated by reference into this Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any of the Company’s reports or filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such report or filing. The filing of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by reason of Regulation FD. Item 8.01 Other Events. On October 22, 2026, the Company issued a press release announcing that its Board of Directors declared a quarterly dividend of $0.31 per share of common stock. The dividend is payable on November 13, 2026 to common shareholders of record as of November 2, 2026. A copy of the Company’s press release dated October 22, 2026 is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 99.2 104 Press release, dated October 22, 2026 Eagle Financial Services, Inc. Investor Presentation Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document Cautionary Note Regarding Forward-Looking Statements Certain information contained in this communication may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that include, without limitation, statements made in Mr. Lorey’s quotations, statements regarding the Company’s pending merger with John Marshall Bancorp, Inc. (“John Marshall”) (the “proposed merger”) and expectations with regard to the benefits of the proposed merger, statements regarding the Company’s business, financial and operating results including the Company’s deposit base and funding, the impact of future economic conditions, changes in economic conditions, management’s beliefs regarding the Company’s liquidity, capital resources, asset quality, loan portfolio, and statements that include other projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors some of which cannot be predicted or quantified, that may cause actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “seek to,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgments of the Company and its management about future events. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements speak only as of the date of this release. The Company undertakes no obligation to update or revise any forward-looking statement, except as required by law. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of which are beyond the Company’s control. Caution should be exercised against placing undue reliance on forward-looking statements. Factors which could cause actual results to differ materially include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the right of John Marshall or the Company to terminate the definitive merger agreement; the outcome of any legal proceedings or governmental inquiries or actions that may be instituted against John Marshall, the Company or the combined company; the possibil