Form 8-K

8-K — John Marshall Bancorp, Inc.

Accession: 0001104659-26-119384

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001710482

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — jmsb-20261028x8k.htm (Primary)

EX-99.1 (jmsb-ex99d1.htm)

GRAPHIC (jmsb-ex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: jmsb-20261028x8k.htm · Sequence: 1

John Marshall Bancorp, Inc._October 28, 2026

0001710482false00017104822026-10-282026-10-28

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 28, 2026

John Marshall Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Virginia

001-41315

81-5424879

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1943 Isaac Newton Square East, Suite 100

Reston, Virginia 20190

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (703) 584-0840

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 (see General Instruction A.2. below):

☐

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 registered

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

JMSB

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 28, 2026, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended September 30, 2026. A copy of the press release is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit No.

Description

99.1

Press release dated October 28, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHN MARSHALL BANCORP, INC.

Date: October 28, 2026

By:

/s/ Kent D. Carstater

Kent D. Carstater

Senior Executive Vice President, Chief Financial Officer

EX-99.1

Filename: jmsb-ex99d1.htm · Sequence: 2

Exhibit 99.1

For Immediate Release

October 28, 2026

3rd Quarter Net Income Increases 39.5% Versus Year Ago Quarter

Funding, Asset Quality, and Capital Position Company for Anticipated Growth

Reston, VA – John Marshall Bancorp, Inc. (Nasdaq: JMSB) (the “Company”), parent company of John Marshall Bank (the “Bank”), reported net income of $7.5 million for the quarter ended September 30, 2026 compared to $5.4 million for the quarter ended September 30, 2025, an increase of $2.1 million or 39.5%. Diluted earnings per common share were $0.53 for the quarter ended September 30, 2026 compared to $0.38 for the quarter ended September 30, 2025, also an increase of 39.5%. Annualized return on average assets (“ROAA”) was 1.23% for the quarter ended September 30, 2026 compared to 0.94% for the quarter ended September 30, 2025. Annualized return on average equity (“ROAE”) was 10.78% for the quarter ended September 30, 2026 compared to 8.31% for the quarter ended September 30, 2025.

Selected Highlights

● Pending Merger – On September 8, 2026, the Company and Eagle Financial Services, Inc. (“Eagle”), parent company of Bank of Clarke, jointly announced the signing of a definitive merger agreement. Under the terms of the agreement, at closing, Eagle will merge with and into the Company in an all-stock transaction. The combined entity is projected to have approximately $4.3 billion in assets and 23 banking offices. The transaction is expected to close during the first quarter of 2027, subject to satisfaction of customary closing conditions, including regulatory and shareholder approvals.

● Earnings Growth Momentum – Net income of $7.5 million and earnings per diluted common share of $0.53 for the quarter ended September 30, 2026 represented a 7.4% increase over the $7.0 million net income and $0.50 earnings per diluted common share reported for the quarter ended June 30, 2026. The quarter ended September 30, 2026 represented the ninth consecutive quarter of net income growth and marked the highest level of net income since the fourth quarter of 2022. During the most recent quarter, the Company incurred $332 thousand of merger and acquisition expenses associated with the pending acquisition of Eagle, while the preceding quarter included an $835 thousand gain recognized on a sale of the Company’s equity interest in one of its equity investment units. Adjusting for these non-recurring items, core net income (Non-GAAP) was $7.8 million for the three months ended September 30, 2026, representing a 22.7% quarterly increase over the $6.4 million recorded in the linked quarter. Core earnings per diluted common share (Non-GAAP) also increased over the same period from $0.45 to $0.55, representing a 22.8% quarterly increase. Refer to “Explanation of Non-GAAP Financial Measures” and the “Reconciliation of Certain Non-GAAP Financial Measures” table for further details about financial measures used in this release that were determined by methods other than in accordance with GAAP.

● Significant Increase in Net Interest Income – For the three months ended September 30, 2026, the Company reported net interest income of $17.8 million, representing a $0.5 million or 10.4% annualized increase over the linked quarter and a $2.2 million or 14.0% increase over the prior-year quarter.

● Strong Core Deposit Growth – The Company remains focused on driving value through core deposit growth. Total deposits increased $71.3 million or 14.2% annualized during the most recent quarter. Core deposits increased $83.3 million or 19.8% annualized. Wholesale funding sources decreased $52.0 million or 12.5% during the third quarter. For the twelve months ended September 30, 2026, total deposits increased $95.4 million or 4.8%.

● Net Interest Margin – Net interest margin grew 19 basis points from 2.72% for the third quarter of 2025 to 2.91% for the third quarter of 2026. Net interest margin declined by eight basis points during the most recent quarter, mainly due to a seven basis point increase in the cost of interest-bearing deposits.

● Loan Growth – Loans, net of unearned income, increased $73.0 million or 3.8% from September 30, 2025 to September 30, 2026. The Company’s loan portfolio, net of unearned income, at September 30, 2026

stayed relatively unchanged at $2.01 billion compared to June 30, 2026. The Company booked a significant amount of loans near the end of the second quarter. Average loan balances increased $33.1 million or 6.6% annualized from the second quarter of 2026 to the third quarter of 2026.

● Positive Operating Leverage – Total revenue (net interest income plus non-interest income) grew 11.1% for the quarter ended September 30, 2026 relative to the quarter ended September 30, 2025, while non-interest expense decreased 3.9% over the same period. This positive trend in operating leverage improved the efficiency ratio from 55.6% for the three months ended September 30, 2025 to 48.1% for the three months ended September 30, 2026. Excluding merger and acquisition expenses, core non-interest expense (Non-GAAP) decreased 7.6% and core efficiency ratio (Non-GAAP) improved to 46.2% over the same time period.

● Strong Asset Quality – Overall credit quality of the loan portfolio remains exceptional. The Company recorded no charge-offs during the third quarter of 2026 and had no other real estate owned assets as of September 30, 2026. During the most recent quarter, management placed one U.S. Small Business Administration (“SBA”) 7(a) loan in the total amount of $267 thousand on non-accrual status, representing the Company’s only non-accrual loan as of September 30, 2026. The entire outstanding loan amount is fully guaranteed by the SBA. The Company has submitted the guarantee purchase request to the SBA and expects to receive the full guarantee payment.

● Growing Book Value per Share and Dividends – Book value per share increased from $18.27 as of September 30, 2025 to $19.64 as of September 30, 2026, a 7.5% increase. On October 27, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.10 per share on the Company’s common stock. The dividend is payable on December 2, 2026 to shareholders of record at the close of business on November 10, 2026.

● Robust Capitalization – Each of the Bank’s regulatory capital ratios remained well in excess of the regulatory well-capitalized thresholds as of September 30, 2026.

Chris Bergstrom, President and Chief Executive Officer, commented, “The Company continues to deliver strong, accelerating financial results quarter after quarter. This past quarter marked the ninth consecutive quarter of increased net income and earnings per diluted common share, including a 23% increase in both core net income and core earnings per diluted common share over the second quarter of 2026. Furthermore, we increased our core returns on assets and equity to their highest levels in nearly four years at 1.27% and 11.15%, respectively. As a continued expression of the soundness of our balance sheet and confidence in the outlook for our financial performance, the Board of Directors, once again, declared a quarterly cash dividend of $0.10 per common share. That marks a total of $0.38 per common share throughout 2026, a 27% increase over 2025. Asset quality remains exemplary and the Bank is very well-capitalized. As such, we believe that we are well-positioned to grow the balance sheet, profits and shareholder value.

Balance Sheet, Liquidity and Credit Quality

The Company carried balance sheet growth momentum into the third quarter of 2026. Total assets were $2.44 billion at September 30, 2026, $2.40 billion at June 30, 2026, and $2.32 billion at September 30, 2025. Total assets increased $34.5 million or 5.7% annualized from June 30, 2026 and $112.3 million or 4.8% from September 30, 2025.

Total loans, net of unearned income, stayed relatively unchanged at September 30, 2026 at $2.01 billion compared to June 30, 2026 and increased $73.0 million or 3.8% from $1.94 billion at September 30, 2025. The increase in loans over the preceding twelve months was primarily attributable to the growth in residential mortgage loans, investor real estate loans and construction & development loans. Refer to the Loan, Deposit and Borrowing Detail table for further information.

The carrying value of the Company’s fixed income securities portfolio was $219.2 million at September 30, 2026, $213.7 million at June 30, 2026, and $205.7 million at September 30, 2025. During the most recent quarter, the Company purchased eight fixed income securities, designated as available-for-sale, with a total carrying amount of $18.5 million and a weighted average purchase yield of 4.68%. Fixed income securities which matured during the most recent quarter had an average yield of 2.58%. As of September 30, 2026, 96.0% of our bond portfolio carried the implied guarantee of the United States government or one of its agencies. At September 30, 2026, 75.2% of the fixed income portfolio was invested in amortizing bonds, which provide the Company with a source of steady cash flow. At September 30, 2026, the fixed income portfolio had an estimated weighted average life of 3.9 years. The

available-for-sale portfolio comprised approximately 63% of the fixed income securities portfolio and had a weighted average life of 3.5 years at September 30, 2026. The held-to-maturity portfolio comprised approximately 37% of the fixed income securities portfolio and had a weighted average life of 4.7 years at September 30, 2026.

The Company did not have an allowance for credit losses on held-to-maturity securities as of September 30, 2026 or December 31, 2025. As of September 30, 2026, 93.0% of our held-to-maturity portfolio carried the implied guarantee of the United States government or one of its agencies.

The Company’s balance sheet remains highly liquid. The Company’s liquidity position, defined as the sum of cash, unencumbered securities and available secured borrowing capacity, totaled $809.9 million as of September 30, 2026 compared to $827.2 million as of June 30, 2026 and represented 33.2% and 34.4% of total assets, respectively. In addition to available secured borrowing capacity, the Bank had available federal funds lines of $110.0 million at September 30, 2026.

Total deposits increased $71.3 million or 14.2% annualized to $2.06 billion at September 30, 2026 compared to $1.99 billion at June 30, 2026, and increased $95.4 million or 4.8% from $1.97 billion at September 30, 2025. During the most recent quarter, total interest-bearing deposits increased $51.2 million or 13.2% annualized, while total non-interest bearing deposits increased $20.1 million or 17.7% annualized. Detail on the deposit activity can be seen in the Loan, Deposit and Borrowing Detail table. As of September 30, 2026, the Company had $760.5 million of deposits that were not insured or not collateralized compared to $691.5 million and $682.8 million at December 31, 2025 and September 30, 2025, respectively.

Federal Home Loan Bank (“FHLB”) advances remained unchanged at $56.0 million as of September 30, 2026 compared to June 30, 2026 and September 30, 2025. As of September 30, 2026, the FHLB advances had a weighted average fixed interest rate of 3.89%. In addition to outstanding FHLB advances, total borrowings as of September 30, 2026 included subordinated debt totaling $24.9 million. During the most recent quarter, the Company fully paid off $40.0 million of federal funds purchased, which were outstanding as of June 30, 2026.

Shareholders’ equity increased $17.4 million or 6.7% to $277.1 million at September 30, 2026 compared to $259.7 million at September 30, 2025. Book value per share was $19.64 as of September 30, 2026 compared to $18.27 as of September 30, 2025, an increase of 7.5%. The year-over-year increase in shareholders’ equity and book value per share was primarily due to the Company’s earnings over the previous twelve months, partially offset by an increase in accumulated other comprehensive loss, resulting from a decrease in the market value of our available-for-sale investment portfolio, along with cash dividends paid and a reduction of additional paid-in capital due to the Company’s share repurchases during the period.

The Bank’s capital ratios remained well above regulatory thresholds for well-capitalized banks. As of September 30, 2026, the Bank’s total risk-based capital ratio was 17.1%, compared to 16.3% and 16.6% at December 31, 2025 and September 30, 2025, respectively.

During the quarter ended September 30, 2026, the Company designated one commercial business SBA 7(a) loan as non-accrual. As of September 30, 2026, the total outstanding principal amount of the loan was $267 thousand and was fully guaranteed by the SBA. The Company charged off the unguaranteed portion of the loan, in the total amount of $89 thousand, during the second quarter of 2026 and submitted a reimbursement claim to the SBA for the guaranteed portion. We expect the SBA to pay its guarantee and resolve our one non-accruing loan. During the three months ended September 30, 2026, the Company recorded no charge-offs and had no other real estate owned assets as of September 30, 2026.

At September 30, 2026, the allowance for loan credit losses was $19.8 million or 0.98% of outstanding loans, net of unearned income, compared to $20.2 million or 1.00% of outstanding loans, net of unearned income, at June 30, 2026. The decrease in the allowance for credit losses during the most recent quarter was predominantly driven by a change in the loan portfolio mix coupled with the improvement in forecasted economic variables used in the quantitative portion of the allowance. Management believes the current allowance for credit losses is appropriate given the composition and performance of the loan portfolio.

At September 30, 2026, the allowance for credit losses on unfunded loan commitments was $1.2 million as compared to $1.1 million at June 30, 2026.

The Company believes its owner occupied and non-owner occupied commercial real estate portfolios continue to be of sound credit quality. The following table demonstrates their strong debt-service-coverage and loan-to-value ratios as of September 30, 2026.

Commercial Real Estate

Owner Occupied

Non-owner Occupied

Asset Class

Weighted Average Loan-to-Value(1)

Weighted Average Debt Service Coverage Ratio(2)

Number of Total Loans

Principal Balance(3)

(Dollars in thousands)

Weighted Average Loan-to-Value(1)

Weighted Average Debt Service Coverage Ratio(2)

Number of Total Loans

Principal Balance(3)

(Dollars in thousands)

Warehouse & Industrial

48.1

3.1

66,327

48.4

1.9

121,271

Office

56.9

4.0

129

80,578

44.8

2.0

116,402

Retail

60.4

3.3

91,222

48.9

1.9

145

439,844

Church

24.9

2.1

23,914

40.0

1.4

360

Hotel/Motel

- -

52.3

1.2

97,324

Other(4)

35.2

3.7

65,503

45.3

2.2

15,333

Total

282

327,544

278

790,534

(1) Weighted average loan-to-value is calculated using the principal balance as of September 30, 2026 divided by the appraised value determined at origination.

(2) The debt service coverage ratio (“DSCR”) is calculated from the primary source of repayment for the loan. Owner occupied DSCRs are derived from cash flows from the owner occupant’s business, property and their guarantors, while non-owner occupied DSCRs are derived from the net operating income of the property.

(3) Principal balance excludes deferred fees or costs.

(4) Other asset class is primarily comprised of schools, daycares and country clubs.

The following charts provide geographic detail and stated maturity summaries for the Company’s non-owner occupied office portfolio as of September 30, 2026:

Non-owner occupied office: Geography

Geography

Commitment

(in thousands)

Percentage

Virginia

$80,155

66.8%

Maryland

25,642

21.4%

14,118

11.8%

Total

$119,915

100.0%

Non-owner occupied office: Maturity

Maturity

Year

Commitment

(in thousands)

Percentage

2026

$2,651

2.2%

2027

5,750

4.8%

2028

16,549

13.8%

2029

25,935

21.6%

2030 and thereafter

69,030

57.6%

Total

$119,915

100.0%

Income Statement Review

Quarterly Results

The Company reported net income of $7.5 million for the third quarter of 2026, an increase of $2.1 million or 39.5% when compared to $5.4 million for the third quarter of 2025. During the most recent quarter, the Company incurred $332 thousand of merger and acquisition expenses associated with the pending Eagle acquisition. Adjusting for these expenses, core net income (Non-GAAP) was $7.8 million, representing a 44.4% year-over-year increase.

For the three months ended September 30, 2026, net interest income increased $2.2 million or 14.0% to $17.8 million compared to $15.6 million for the three months ended September 30, 2025. During the same period, interest income grew $2.4 million or 8.1%, driven by higher interest income on loans and securities, while interest expense increased $0.2 million or 1.2%, predominantly due to higher interest expense on core time deposits.

The annualized net interest margin for the third quarter of 2026 was 2.91% compared to 2.72% for the same period in 2025. The increase in net interest margin was primarily due to increases in average balances and yields of the loan portfolio coupled with lower rates on interest-bearing deposits.

The yield on interest-earning assets was 5.13% for the third quarter of 2026 compared to 5.06% for the same period in 2025 primarily due to a ten basis point increase in loan yield coupled with a 50 basis point increase in securities yield. These increases were partially offset by a 69 basis point decrease in yield on interest-bearing deposits in other banks, as a result of a decline in the federal funds rate during the preceding twelve months. Average loans increased by $99.7 million between the three months ended September 30, 2026 and the three months ended September 30, 2025, which was primarily attributable to origination volume in the residential mortgage loans, investor real estate loans and construction & development loans subsequent to September 30, 2025. The cost of interest-bearing liabilities was 3.20% for the third quarter of 2026 compared to 3.37% for the same quarter in the prior year driven by the 18 basis point decline in rates on interest-bearing deposits. Rates declined across all deposit categories, most notably in time deposits, money market accounts and NOW accounts, which declined by 29 basis points, 20 basis points, and nine basis points, respectively.

The Company recorded a $318 thousand recovery of provision for credit losses for the third quarter of 2026 compared to a provision expense of $356 thousand for the third quarter of 2025. Provision for credit losses on funded loans was a recovery of $397 thousand, while provision for credit losses on unfunded loan commitments was an expense of $79 thousand during the three months ended September 30, 2026. The recovery of provision for credit losses on funded loans during the most recent quarter reflected a change in the loan portfolio mix in combination with the improved forecasts of the unemployment rate and gross domestic product as compared to June 30, 2026.

Non-interest income decreased $385 thousand or 59.0% during the third quarter of 2026 compared to the third quarter of 2025. The main drivers of this decrease were a $141 thousand decrease in mark-to-market adjustments on investments related to the Company’s non-qualified deferred compensation plan, a $101 thousand decrease in swap fee income, an $82 thousand decrease in the gain on sale of SBA 7(a) loans, and a $58 thousand decrease in bankers’ insurance commission due to the sale of our Bearing Insurance investment unit during the second quarter of 2026.

Non-interest expense decreased $355 thousand or 3.9% during the third quarter of 2026 compared to the third quarter of 2025, primarily resulting from a $542 thousand decrease in salaries and employee benefits due to a lower incentive compensation accrual, a decrease in mark-to-market adjustments on the Company’s non-qualified deferred compensation plan and higher commercial loan origination costs due to higher loan origination volume since the prior year period. Incentive compensation accruals can fluctuate materially from quarter to quarter, based upon the Company’s financial performance and conditions measured against, among other evaluation criteria, our strategic plan and budget. At the end of each year, the ultimate determination of the incentive compensation is approved by the Board of Directors. These decreases were partially offset by the previously mentioned merger and acquisition expenses, incurred during the most recent quarter, related to the pending Eagle acquisition. Core non-interest expense (Non-GAAP) decreased $687 thousand or 7.6% during the three months ended September 30, 2026 compared to the same period in 2025.

For the three months ended September 30, 2026, annualized non-interest expense to average assets was 1.41% compared to 1.57% for the three months ended September 30, 2025. This decrease was due to a decline in non-interest expense in combination with the growth in average assets during the period. Adjusted for merger and acquisition expenses incurred during the most recent quarter, annualized core non-interest expense to average assets (Non-GAAP) was 1.36%.

For the three months ended September 30, 2026, the efficiency ratio declined to 48.1% compared to 55.6% for the three months ended September 30, 2025. The improvement in the efficiency ratio was due to an 11.1% growth in total revenue coupled with a 3.9% decrease in non-interest expense over the period. Adjusted for merger and acquisition expenses incurred during the most recent quarter, core efficiency ratio (Non-GAAP) was 46.2%.

Annualized ROAA for the quarter ended September 30, 2026 was 1.23% and annualized ROAE was 10.78% compared to 0.94% and 8.31%, respectively, for the third quarter of 2025. Adjusted for the merger and acquisition expenses incurred during the most recent quarter, annualized core ROAA (Non-GAAP) and annualized core ROAE (Non-GAAP) were 1.27% and 11.15%, respectively.

Year-to-Date Results

The Company reported net income of $20.7 million for the nine months ended September 30, 2026, an increase of $5.3 million or 34.9% when compared to the same period in 2025. Adjusted for merger and acquisition expenses and

a gain on sale of the Company’s equity investment unit recognized during the period, core net income (Non-GAAP) was $20.3 million, an increase of $4.9 million or 32.3%.

Net interest income for the nine months ended September 30, 2026 increased $7.0 million or 15.7% compared to the same period of 2025. The annualized net interest margin for the nine months ended September 30, 2026 was 2.92% as compared to 2.66% for the same period in the prior year. These increases were driven primarily by the increase in average balances and yields of the loan portfolio in combination with a decrease in rates of interest-bearing deposits.

The yield on interest-earning assets was 5.11% for the nine months ended September 30, 2026 compared to 5.03% for the same period in 2025. The increase in yield on interest-earning assets was primarily due to a nine basis point and a 38 basis point increase in yields on the Company’s loans and securities, respectively, as assets repriced at higher prevailing interest rates subsequent to the third quarter of 2025. Average loans increased $105.3 million between the nine months ended September 30, 2026 and 2025. These increases were partially offset by a 73 basis point decrease in yield on interest-bearing deposits in other banks, as a result of a declining federal funds rate. The cost of interest-bearing liabilities was 3.16% for the nine months ended September 30, 2026 compared to 3.41% for the nine months ended September 30, 2025. The decrease in the cost of interest-bearing liabilities was primarily due to a 26 basis point decrease in the cost of interest-bearing deposits, as a result of the repricing of the Company’s time deposits coupled with a decrease in rates offered on money market, NOW, and savings deposit accounts since the third quarter of 2025.

The Company recorded a $38 thousand provision recovery for the nine months ended September 30, 2026 compared to a $1.1 million provision for credit losses for the nine months ended September 30, 2025. The recovery of provision for credit losses during the nine months ended September 30, 2026 was primarily a result of changes in the composition of the loan portfolio along with the impact of improving forecasted economic variables.

Non-interest income increased $331 thousand or 19.9% during the nine months ended September 30, 2026 compared to the same period of 2025. The increase was primarily driven by an $835 thousand gain on sale of the Company’s Bearing Insurance investment unit during the second quarter of 2026. This increase was partially offset by a $211 thousand decrease in bankers’ insurance commission, a $173 thousand decline in the gain on sale of SBA 7(a) loans, a $101 thousand decrease in swap fee income, and a $98 thousand decrease in mark-to-market adjustments on investments related to the Company’s non-qualified deferred compensation plan.

Non-interest expense increased $1.5 million or 5.9% during the nine months ended September 30, 2026 compared to the same period in 2025 predominantly due to a $957 thousand or 6.0% increase in salaries and employee benefits, as a result of increases in incentive compensation, the impact of the annual salary merit increase and higher cost of the healthcare insurance benefits. Additionally, the most recent period included merger and acquisition expenses of $332 thousand coupled with a $159 thousand or 2.1% increase in other expenses driven by higher state franchise tax and FDIC insurance, due to an increase in respective assessment bases. Core non-interest expense (Non-GAAP) increased $1.2 million or 4.6% during the nine months ended September 30, 2026 compared to the same period in 2025.

For the nine months ended September 30, 2026, annualized non-interest expense to average assets was 1.53% compared to 1.52% for the nine months ended September 30, 2025. Adjusted for merger and acquisition expenses incurred during the period, annualized core non-interest expense to average assets (Non-GAAP) was 1.51%.

For the nine months ended September 30, 2026, the efficiency ratio declined to 50.5% compared to 55.3% for the nine months ended September 30, 2025. The improvement in the efficiency ratio was due to a 15.9% growth in total revenue, which outpaced a 5.9% growth in non-interest expense over the period. Adjusted for merger and acquisition expenses and a gain on sale of the Company’s equity investment unit recognized during the period, core efficiency ratio (Non-GAAP) for the nine months ended September 30, 2026 was 50.7%.

Annualized ROAA for the nine months ended September 30, 2026 was 1.16% and annualized ROAE was 10.11% compared to 0.91% and 8.05%, respectively, for the nine months ended September 30, 2025. Adjusted for the previously mentioned non-recurring items incurred during the period, annualized core ROAA (Non-GAAP) and annualized core ROAE (Non-GAAP) were 1.14% and 9.92%, respectively.

Explanation of Non-GAAP Financial Measures

This release contains financial information determined by methods other than in accordance with GAAP. Management believes that the supplemental Non-GAAP information provides a better comparison of the Company’s period-to-period operating performance. Additionally, the Company believes this information is utilized by regulators and market analysts to evaluate the Company’s financial condition and therefore, such information is useful to investors. Non-GAAP measures used in this release consist of the following:

● Core net income, core net income available to common shareholders, core earnings per common share - diluted, core ROAA, and core ROAE, reflecting adjustment related to merger and acquisition expenses incurred as a result of the pending merger with Eagle, as well as a gain on sale of the Company’s equity investment unit in Bearing Insurance.

● Core non-interest expenses, core total revenues, core non-interest expense to average assets, and core efficiency ratio reflecting adjustment related to merger and acquisition expenses incurred as a result of the pending merger with Eagle, as well as a gain on sale of the Company’s equity investment unit in Bearing Insurance.

These disclosures should not be viewed as a substitute for, or more important than, financial results in accordance with GAAP, nor are they necessarily comparable to Non-GAAP performance measures which may be presented by other companies. Please refer to the “Reconciliation of Certain Non-GAAP Financial Measures” table for the respective periods for a reconciliation of these Non-GAAP measures to the most directly comparable GAAP measure.

About John Marshall Bancorp, Inc.

John Marshall Bancorp, Inc. is the bank holding company for John Marshall Bank. The Bank is headquartered in Reston, Virginia with eight full-service branches located in Alexandria, Arlington, Loudoun, Prince William, Reston, and Tysons, Virginia, as well as Rockville, Maryland, and Washington, D.C. The Bank is dedicated to providing exceptional value, personalized service and convenience to local businesses and consumers in the Washington, D.C. metropolitan area. The Bank offers a comprehensive line of sophisticated banking products and services along with experienced staff to help achieve customers’ financial goals. Dedicated relationship managers serve as direct points-of-contact, providing subject matter expertise in a variety of niche industries including commercial real estate, trade contractors, government contractors, health services, nonprofits, private and charter schools, professional services, property management, community associations, and title and escrow services. Learn more at www.johnmarshallbank.com.

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, strategies and expectations of John Marshall Bancorp, Inc. (“JMSB”), Eagle Financial Services, Inc. (“EFSI”), the combined company (the “combined company”) or otherwise relating to the proposed transaction of JMSB and EFSI (the “proposed transaction”). These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

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 control of JMSB, EFSI and the combined company. 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 JMSB or EFSI to terminate the definitive agreement; the outcome of any legal proceedings or governmental inquiries or actions that may be instituted against JMSB, EFSI or the combined company; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals or consents are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of JMSB and EFSI to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; any changes of, including the risk that any announcements relating to the proposed transaction could have adverse effects on, the market price of the common stock of JMSB or EFSI; the possibility that the anticipated benefits or synergies of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where JMSB and EFSI do business, and such integration may be more difficult, time-consuming or costly than expected and may result in unexpected liabilities or operational disruptions; certain restrictions during the pendency of the proposed transaction that may impact JMSB’s and EFSI’s ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of JMSB management’s or EFSI management’s attention from ongoing business operations and opportunities; revenues following the proposed transaction may be lower than expected; the concentration of JMSB’s business in the Washington, D.C. metropolitan area and the effect of changes in the economic, political and environmental conditions on this market, including shutdowns and potential reductions in spending by the United States government, and related reductions in the federal workforce; adequacy of allowance for loan credit losses, allowance for unfunded commitments credit losses, and allowance for credit losses associated with JMSB’s held-to-maturity and available-for-sale securities portfolios; deterioration of JMSB’s or EFSI’s asset quality; future performance of JMSB’s or EFSI’s loan portfolio with respect to recently originated loans; the level of prepayments on loans and mortgage-backed securities; liquidity, market volatility, interest rate and operational risks; changes in the financial condition or results of operations that reduce capital of JMSB, EFSI or the combined company; the ability of JMSB, EFSI or the combined company to maintain existing deposit relationships or attract new deposit relationships; changes in consumer spending, borrowing, investment, repayment and savings habits; inflation, recession and changes in interest rates (which, among other things, may reduce our margins or reduce the fair value of financial instruments); changes in the monetary and fiscal policies of the United States government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; risks related to new lines of business, products, product enhancements or services; increased competition with other financial institutions and fintech companies; adverse changes in the securities markets; the dilution caused by JMSB’s issuance of additional shares of its capital stock in connection with the proposed transaction; changes in the financial condition or future prospects of issuers of securities that we own; JMSB’s and EFSI’s ability to maintain an effective risk management framework; changes in laws or

government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements; compliance with legislative or regulatory requirements; results of examination of JMSB, EFSI or the combined company by regulators, including the possibility of requirements to increase allowance for credit losses or to write-down assets or take similar actions; potential claims, damages, and fines related to litigation or government actions; the effectiveness of JMSB’s or EFSI’s internal controls over financial reporting and their ability to remediate any future material weakness in internal controls over financial reporting; geopolitical conditions, including trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, negatively impacting business and economic conditions in the U.S. and abroad; the effects of weather-related or natural disasters, which may negatively affect the operations and/or loan portfolio and increase cost of conducting business of JMSB or EFSI; public health events (such as the COVID-19 pandemic) and governmental and societal responses thereto; technological risks and developments, data privacy and security risks, and cyber threats, attacks, or events; changes in accounting policies and practices; the ability of JMSB, EFSI or the combined company to successfully capitalize on growth opportunities; the ability of JMSB, EFSI or the combined company to retain or hire key employees or to maintain relationships with customers, suppliers or other business partners, including in connection with the announcement, pendency or completion of the proposed transaction; risks related to the potential impact of general economic, political and market conditions, either nationally or in the relevant market area, including higher unemployment and lower real estate values; implications of JMSB’s status as a smaller reporting company and as an emerging growth company; and other factors discussed in JMSB’s and EFSI’s reports (such as Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made and are based on information available at that time; and neither JMSB or EFSI undertakes, and each of them specifically disclaims, any obligation or duty to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events or otherwise update such forward-looking statements, whether written or oral, except as required by applicable securities laws. The foregoing list of factors is not exhaustive, and other factors that may affect actual results or future events may emerge from time to time. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

# # #

John Marshall Bancorp, Inc.

Financial Highlights (Unaudited)

(Dollar amounts in thousands, except per share data)

At or For the Three Months Ended

At or For the Nine Months Ended

September 30

2026

2025

2026

2025

Selected Balance Sheet Data

Cash and cash equivalents

191,093

163,645

191,093

163,645

Total investment securities

229,940

216,119

229,940

216,119

Loans, net of unearned income

2,011,096

1,938,108

2,011,096

1,938,108

Allowance for loan credit losses

19,799

19,714

19,799

19,714

Total assets

2,436,886

2,324,544

2,436,886

2,324,544

Non-interest bearing demand deposits

471,670

446,925

471,670

446,925

Interest-bearing deposits

1,592,594

1,521,903

1,592,594

1,521,903

Total deposits

2,064,264

1,968,828

2,064,264

1,968,828

Federal Home Loan Bank advances

56,000

Shareholders' equity

277,125

259,692

277,125

259,692

Summary Results of Operations

Interest income

31,296

28,945

90,127

84,092

Interest expense

13,508

13,345

38,496

39,470

Net interest income

17,788

15,600

51,631

44,622

Provision for (recovery of) credit losses

(318)

356

(38)

1,064

Net interest income after provision for credit losses

18,106

15,244

51,669

43,558

Non-interest income

268

653

1,996

1,665

Non-interest expense

8,679

9,034

27,093

25,594

Income before income taxes

9,695

6,863

26,572

19,629

Net income

7,541

5,404

20,662

15,317

Per Share Data and Shares Outstanding

Earnings per common share - basic

0.53

0.38

1.46

1.07

Earnings per common share - diluted

0.53

0.38

1.46

1.07

Book value per share

19.64

18.27

19.64

18.27

Weighted average common shares (basic)

14,044,538

14,172,953

14,071,195

14,205,357

Weighted average common shares (diluted)

14,044,538

14,172,953

14,071,195

14,211,882

Common shares outstanding at end of period

14,111,934

14,216,781

14,111,934

14,216,781

Performance Ratios

Return on average assets (annualized)

1.23

0.94

1.16

0.91

Return on average equity (annualized)

10.78

8.31

10.11

8.05

Net interest margin (annualized)

2.91

2.72

2.92

2.66

Non-interest income as a percentage of average assets (annualized)

0.04

0.11

0.10

Non-interest expense to average assets (annualized)

1.41

1.57

1.53

1.52

Efficiency ratio

48.1

55.6

50.5

55.3

Asset Quality

Non-performing assets to total assets

0.01

- -

0.01

- -

Non-performing loans to total loans

0.01

- -

0.01

- -

Allowance for loan credit losses to non-performing assets

74.2

N/M

74.2

N/M

Allowance for loan credit losses to total loans

0.98

1.02

0.98

1.02

Net charge-offs to average loans (annualized)

- -

0.01

- -

Loans 30-89 days past due and accruing interest

- -

90 days past due and still accruing interest

- -

Non-accrual loans

267

- -

267

- -

Other real estate owned

- -

Non-performing assets (1)

267

- -

267

- -

Capital Ratios (Bank Level)

Equity / assets

12.3

12.1

12.3

12.1

Total risk-based capital ratio

17.1

16.6

17.1

16.6

Tier 1 risk-based capital ratio

16.0

15.5

16.0

15.5

Common equity tier 1 ratio

16.0

15.5

16.0

15.5

Leverage ratio

12.7

Other Information

Number of full time equivalent employees

138

134

138

134

# Full service branch offices

(1) Non-performing assets consist of non-accrual loans, loans 90 days or more past due and still accruing interest and other real estate owned.

John Marshall Bancorp, Inc.

Consolidated Balance Sheets

(Dollar amounts in thousands, except per share data)

% Change

September 30

December 31,

September 30

Last Nine

Year Over

2026

2025

Months

Year

Assets

(Unaudited)

Cash and due from banks

5,570

6,492

8,867

(14.2)

(37.2)

Interest-bearing deposits in banks

185,523

123,482

154,778

50.2

19.9

Securities available-for-sale, at fair value

133,407

123,852

116,378

7.7

14.6

Securities held-to-maturity at amortized cost, fair value of $72,700, $77,575, and $77,647 at 9/30/2026, 12/31/2025, and 9/30/2025, respectively

85,818

88,421

89,291

(2.9)

(3.9)

Restricted securities, at cost

7,725

7,644

7,641

1.0

1.1

Equity securities, at fair value

2,990

2,843

2,809

5.2

6.4

Loans, net of unearned income

2,011,096

1,975,360

1,938,108

1.8

3.8

Allowance for loan credit losses

(19,799)

(19,805)

(19,714)

(0.0)

0.4

Net loans

1,991,297

1,955,555

1,918,394

1.8

3.8

Bank premises and equipment, net

1,011

1,315

1,424

(23.1)

(29.0)

Accrued interest receivable

6,418

5,890

5,819

9.0

10.3

Right of use assets

4,159

4,551

4,583

(8.6)

(9.3)

Other assets

12,968

12,505

14,560

3.7

(10.9)

Total assets

2,436,886

2,332,550

2,324,544

4.5

4.8

Liabilities and Shareholders' Equity

Liabilities

Deposits:

Non-interest bearing demand deposits

471,670

432,733

446,925

9.0

5.5

Interest-bearing demand deposits

745,423

745,323

727,295

0.0

2.5

Savings deposits

29,708

34,683

39,427

(14.3)

(24.7)

Time deposits

817,463

759,546

755,181

7.6

8.2

Total deposits

2,064,264

1,972,285

1,968,828

4.7

4.8

Federal Home Loan Bank advances

56,000

- -

Subordinated debt, net

24,937

24,875

24,854

0.2

0.3

Accrued interest payable

1,809

2,124

1,869

(14.8)

(3.2)

Lease liabilities

4,387

4,819

4,941

(9.0)

(11.2)

Other liabilities

8,364

6,809

8,360

22.8

0.0

Total liabilities

2,159,761

2,066,912

2,064,852

4.5

4.6

Shareholders' Equity

Preferred stock, par value $0.01 per share; authorized 1,000,000 shares; none issued

- -

N/M

Common stock, nonvoting, par value $0.01 per share; authorized 1,000,000 shares; none issued

- -

N/M

Common stock, voting, par value $0.01 per share; authorized 30,000,000 shares; issued and outstanding, 14,111,934 at 9/30/2026 including 67,271 unvested shares, 14,214,603 at 12/31/2025 including 68,547 unvested shares, and 14,216,781 at 9/30/2025 including 51,085 unvested shares

140

141

142

(0.7)

(1.4)

Additional paid-in capital

94,059

95,699

96,311

(1.7)

(2.3)

Retained earnings

193,615

176,913

170,998

9.4

13.2

Accumulated other comprehensive loss

(10,689)

(7,115)

(7,759)

50.2

37.8

Total shareholders' equity

277,125

265,638

259,692

4.3

6.7

Total liabilities and shareholders' equity

2,436,886

2,332,550

2,324,544

4.5

4.8

* Derived from audited consolidated financial statements.

John Marshall Bancorp, Inc.

Consolidated Statements of Income

(Dollar amounts in thousands, except per share data)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

% Change

2026

2025

% Change

(Unaudited)

Interest and Dividend Income

Interest and fees on loans

28,060

26,191

7.1

81,871

76,218

7.4

Interest on investment securities, taxable

1,369

1,043

31.3

3,802

3,145

20.9

Interest on investment securities, tax-exempt

- -

Dividends

117

119

(1.7)

352

363

(3.0)

Interest on deposits in other banks

1,741

1,583

10.0

4,075

4,339

(6.1)

Total interest and dividend income

31,296

28,945

8.1

90,127

84,092

7.2

Interest Expense

Deposits

12,606

12,424

1.5

35,796

36,725

(2.5)

Federal funds purchased

- -

N/M

100.0

Federal Home Loan Bank advances

553

572

(3.3)

1,649

1,696

(2.8)

Subordinated debt

349

- -

1,047

- -

Total interest expense

13,508

13,345

1.2

38,496

39,470

(2.5)

Net interest income

17,788

15,600

14.0

51,631

44,622

15.7

Provision for (recovery of) Credit Losses

(318)

356

N/M

(38)

1,064

N/M

Net interest income after provision for credit losses

18,106

15,244

18.8

51,669

43,558

18.6

Non-interest Income

Service charges on deposit accounts

(2.3)

256

255

0.4

Other service charges and fees

144

135

6.7

466

429

8.6

Gain on sale of other assets

- -

N/M

835

- -

N/M

Insurance commissions

- -

N/M

304

(69.4)

Gain on sale of government guaranteed loans

106

(77.4)

203

(85.2)

Non-qualified deferred compensation plan asset gains, net

158

(89.2)

266

364

(26.9)

Other income (loss)

(2)

109

N/M

110

(54.5)

Total non-interest income

268

653

(59.0)

1,996

1,665

19.9

Non-interest Expenses

Salaries and employee benefits

5,151

5,693

(9.5)

16,928

15,971

6.0

Occupancy expense of premises

389

405

(4.0)

1,191

1,218

(2.2)

Furniture and equipment expenses

344

329

4.6

1,037

959

8.1

Merger and acquisition expenses

332

- -

N/M

332

- -

N/M

Other expenses

2,463

2,607

(5.5)

7,605

7,446

2.1

Total non-interest expenses

8,679

9,034

(3.9)

27,093

25,594

5.9

Income before income taxes

9,695

6,863

41.3

26,572

19,629

35.4

Income Tax Expense

2,154

1,459

47.6

5,910

4,312

37.1

Net income

7,541

5,404

39.5

20,662

15,317

34.9

Earnings Per Share

Basic

0.53

0.38

39.5

1.46

1.07

36.4

Diluted

0.53

0.38

39.5

1.46

1.07

36.4

John Marshall Bancorp, Inc.

Historical Trends - Quarterly Financial Data (Unaudited)

(Dollar amounts in thousands, except per share data)

2026

2025

September 30

June 30

March 31

December 31

September 30

June 30

March 31

Profitability for the Quarter:

Interest income

31,296

29,749

29,082

29,164

28,945

27,843

27,305

Interest expense

13,508

12,415

12,573

13,224

13,345

12,917

13,208

Net interest income

17,788

17,334

16,509

15,940

15,600

14,926

14,097

Provision for (recovery of) credit losses

(318)

258

624

356

537

170

Non-interest income

268

1,443

284

409

653

507

505

Non-interest expenses

8,679

9,490

8,923

7,971

9,034

8,313

8,248

Income before income taxes

9,695

9,029

7,848

7,754

6,863

6,583

6,184

Income tax expense

2,154

2,010

1,746

1,838

1,459

1,480

1,374

Net income

7,541

7,019

6,101

5,916

5,404

5,103

4,810

Financial Performance:

Return on average assets (annualized)

1.23

1.20

1.06

1.01

0.94

0.91

0.87

Return on average equity (annualized)

10.78

10.34

9.19

8.89

8.31

8.06

7.76

Net interest margin (annualized)

2.91

2.99

2.87

2.73

2.72

2.69

2.58

Non-interest income as a percentage of average assets (annualized)

0.04

0.25

0.05

0.07

0.11

0.09

Non-interest expense to average assets (annualized)

1.41

1.63

1.54

1.36

1.57

1.49

1.50

Efficiency ratio

48.1

50.5

53.1

48.8

55.6

53.9

56.5

Per Share Data:

Earnings per common share - basic

0.53

0.50

0.43

0.42

0.38

0.36

0.34

Earnings per common share - diluted

0.53

0.50

0.43

0.42

0.38

0.36

0.34

Book value per share

19.64

19.40

19.00

18.69

18.27

17.83

17.72

Dividends declared per share

0.10

0.09

- -

0.30

- -

Weighted average common shares (basic)

14,044,538

14,044,290

14,125,649

14,142,249

14,172,953

14,221,597

14,223,046

Weighted average common shares (diluted)

14,044,538

14,044,290

14,125,649

14,142,249

14,172,953

14,223,418

14,241,114

Common shares outstanding at end of period

14,111,934

14,112,223

14,112,259

14,214,603

14,216,781

14,231,389

14,275,885

Non-interest Income:

Service charges on deposit accounts

Other service charges and fees

144

184

138

142

135

141

153

Gain on sale of other assets

- -

835

- -

Insurance commissions

- -

213

Gain on sale of government guaranteed loans

- -

119

106

Non-qualified deferred compensation plan asset gains (losses), net

262

(13)

158

182

Other income (loss)

(2)

109

(3)

Total non-interest income

268

1,443

284

409

653

507

505

Non-interest Expenses:

Salaries and employee benefits

5,151

6,157

5,621

4,758

5,693

5,178

5,099

Occupancy expense of premises

389

396

406

326

405

407

Furniture and equipment expenses

344

347

346

326

329

315

316

Merger and acquisition expenses

332

- -

Other expenses

2,463

2,590

2,550

2,561

2,607

2,413

2,426

Total non-interest expenses

8,679

9,490

8,923

7,971

9,034

8,313

8,248

Balance Sheets at Quarter End:

Total loans, net of unearned income

2,011,096

2,014,939

1,973,743

1,975,360

1,938,108

1,916,915

1,870,472

Allowance for loan credit losses

(19,799)

(20,196)

(19,983)

(19,805)

(19,714)

(19,298)

(18,826)

Investment securities

229,940

224,486

224,367

222,760

216,119

226,495

226,163

Interest-earning assets

2,426,559

2,391,968

2,339,171

2,321,602

2,309,005

2,250,921

2,255,154

Total assets

2,436,886

2,402,421

2,352,350

2,332,550

2,324,544

2,267,953

2,272,432

Total deposits

2,064,264

1,992,985

1,987,728

1,972,285

1,968,828

1,896,893

1,922,175

Total interest-bearing liabilities

1,673,531

1,662,358

1,610,427

1,620,427

1,602,757

1,555,598

1,565,165

Total shareholders' equity

277,125

273,784

268,147

265,638

259,692

253,732

252,958

Quarterly Average Balance Sheets:

Total loans, net of unearned income

2,011,945

1,978,806

1,974,165

1,946,386

1,912,275

1,868,290

1,868,303

Investment securities

228,610

227,693

225,904

220,324

221,802

229,171

231,479

Interest-earning assets

2,424,630

2,327,773

2,331,813

2,319,551

2,275,386

2,224,806

2,220,730

Total assets

2,435,078

2,339,582

2,343,457

2,331,563

2,289,352

2,238,955

2,233,761

Total deposits

2,059,815

1,968,881

1,977,321

1,970,486

1,934,456

1,883,425

1,884,969

Total interest-bearing liabilities

1,676,355

1,589,802

1,618,347

1,601,506

1,571,390

1,530,811

1,540,974

Total shareholders' equity

277,572

272,346

269,327

264,175

257,993

254,071

251,559

Financial Measures:

Average equity to average assets

11.4

11.6

11.5

11.3

Investment securities to earning assets

9.5

9.4

9.6

9.4

10.1

10.0

Loans to earning assets

82.9

84.2

84.4

85.1

83.9

85.2

82.9

Loans to assets

82.5

83.9

84.7

83.4

84.5

82.3

Loans to deposits

97.4

101.1

99.3

100.2

98.4

101.1

97.3

Capital Ratios (Bank Level):

Equity / assets

12.3

12.2

12.1

12.2

11.9

Total risk-based capital ratio

17.1

16.7

16.5

16.3

16.6

16.3

16.5

Tier 1 risk-based capital ratio

16.0

15.6

15.4

15.2

15.5

15.3

15.4

Common equity tier 1 ratio

16.0

15.6

15.4

15.2

15.5

15.3

15.4

Leverage ratio

12.7

12.9

12.6

12.5

12.7

12.8

12.6

John Marshall Bancorp, Inc.

Loan, Deposit and Borrowing Detail (Unaudited)

(Dollar amounts in thousands)

2026

2025

September 30

June 30

March 31

December 31

September 30

June 30

March 31

Loans

$ Amount

% of Total

$ Amount

% of Total

$ Amount

% of Total

$ Amount

% of Total

$ Amount

% of Total

$ Amount

% of Total

$ Amount

% of Total

Commercial business loans

48,591

2.5

51,062

2.5

48,905

2.5

49,729

2.5

46,486

2.4

43,158

2.3

46,479

2.5

Commercial PPP loans

- -

124

0.0

124

0.0

124

0.0

124

0.0

Commercial owner-occupied real estate loans

327,544

16.3

331,407

16.5

321,858

16.3

323,486

16.4

327,269

16.9

320,061

16.7

318,087

17.1

Total business loans

376,135

18.8

382,469

19.0

370,763

18.8

373,339

18.9

373,879

19.3

363,343

19.0

364,690

19.6

Investor real estate loans

790,534

39.4

767,823

38.3

762,158

38.8

756,620

38.5

770,405

39.9

777,591

40.7

759,002

40.7

Construction & development loans

199,882

10.0

227,132

11.3

228,591

11.6

222,659

11.3

193,444

10.0

186,409

9.7

173,270

9.3

Multi-family loans

96,666

4.8

97,260

4.8

92,913

4.7

93,511

4.7

93,477

4.8

94,415

4.9

95,556

5.1

Total commercial real estate loans

1,087,082

54.2

1,092,215

54.4

1,083,662

55.1

1,072,790

54.5

1,057,326

54.7

1,058,415

55.3

1,027,828

55.1

Residential mortgage loans

541,314

27.0

534,000

26.6

513,650

26.1

522,990

26.5

501,104

25.9

489,522

25.6

472,747

25.3

Consumer loans

705

0.0

663

0.0

760

0.0

1,157

0.1

1,029

0.1

998

0.1

809

0.0

Total loans

2,005,236

100.0

2,009,347

100.0

1,968,835

100.0

1,970,276

100.0

1,933,338

100.0

1,912,278

100.0

1,866,074

100.0

Less: Allowance for loan credit losses

(19,799)

(20,196)

(19,983)

(19,805)

(19,714)

(19,298)

(18,826)

Net deferred loan costs

5,860

5,592

4,908

5,084

4,770

4,637

4,398

Net loans

1,991,297

1,994,743

1,953,760

1,955,555

1,918,394

1,897,617

1,851,646

2026

2025

September 30

June 30

March 31

December 31

September 30

June 30

March 31

Deposits

$ Amount

% of Total

$ Amount

% of Total

$ Amount

% of Total

$ Amount

% of Total

$ Amount

% of Total

$ Amount

% of Total

$ Amount

% of Total

Non-interest bearing demand deposits

471,670

22.8

451,543

22.7

458,197

23.1

432,733

21.9

446,925

22.7

438,628

23.1

437,822

22.8

Interest-bearing demand deposits:

NOW accounts(1)

345,319

16.7

332,551

16.7

362,057

18.2

380,029

19.3

366,655

18.6

344,931

18.2

355,752

18.5

Money market accounts(1)

400,104

19.4

365,497

18.3

372,107

18.7

365,294

18.5

360,640

18.3

336,299

17.7

349,634

18.2

Savings accounts

29,708

1.4

31,758

1.6

33,525

1.7

34,683

1.8

39,427

2.0

42,966

2.3

42,583

2.2

Certificates of deposit

$250,000 or more

387,605

18.9

371,047

18.7

340,851

17.1

337,605

17.1

337,800

17.2

324,343

17.1

322,630

16.8

Less than $250,000

82,857

4.0

82,626

4.1

80,058

4.0

84,710

4.3

85,719

4.4

80,500

4.2

79,305

4.1

QwickRate® certificates of deposit

- -

0.0

- -

0.0

- -

0.0

249

0.0

249

0.0

249

0.1

249

0.0

IntraFi® certificates of deposit

37,388

1.8

36,351

1.8

39,047

2.0

35,096

1.8

29,451

1.5

27,015

1.4

36,522

1.9

Brokered deposits

309,613

15.0

321,613

16.1

301,886

15.2

301,886

15.3

301,962

15.3

301,962

15.9

297,678

15.5

Total deposits

2,064,264

100.0

1,992,985

100.0

1,987,728

100.0

1,972,285

100.0

1,968,828

100.0

1,896,893

100.0

1,922,175

100.0

Borrowings

Federal funds purchased

- -

0.0

40,000

33.1

- -

0.0

- -

0.0

- -

0.0

16,500

17.0

- -

0.0

Federal Home Loan Bank advances

56,000

69.2

56,000

46.3

56,000

69.2

56,000

69.2

56,000

69.3

56,000

57.5

56,000

69.3

Subordinated debt, net

24,937

30.8

24,916

20.6

24,896

30.8

24,875

30.8

24,854

30.7

24,833

25.5

24,812

30.7

Total borrowings

80,937

100.0

120,916

100.0

80,896

100.0

80,875

100.0

80,854

100.0

97,333

100.0

80,812

100.0

Total deposits and borrowings

2,145,201

2,113,901

2,068,624

2,053,160

2,049,682

1,994,226

2,002,987

Core customer funding sources (2)

1,754,651

82.8

1,671,372

80.0

1,685,842

82.5

1,670,150

82.3

1,666,617

82.3

1,594,682

81.0

1,624,248

82.1

Wholesale funding sources (3)

365,613

17.2

417,613

20.0

357,886

17.5

358,135

17.7

358,211

17.7

374,711

19.0

353,927

17.9

Total funding sources

2,120,264

100.0

2,088,985

100.0

2,043,728

100.0

2,028,285

100.0

2,024,828

100.0

1,969,393

100.0

1,978,175

100.0

(1) Includes IntraFi® accounts.

(2) Includes reciprocal IntraFi Demand®, IntraFi Money Market®, and IntraFi CD® deposits, which are maintained by customers.

(3) Consists of QwickRate® certificates of deposit, brokered deposits, federal funds purchased, and Federal Home Loan Bank advances.

John Marshall Bancorp, Inc.

Average Balance Sheets, Interest and Rates (unaudited)

(Dollar amounts in thousands)

Nine Months Ended September 30, 2026

Nine Months Ended September 30, 2025

Interest Income /

Average

Interest Income /

Average

Average Balance

Expense

Rate(3)

Average Balance

Expense

Rate(3)

Assets:

Securities:

Taxable

226,034

4,154

2.46

226,070

3,508

2.07

Tax-exempt(1)

1,378

3.30

1,379

3.30

Total securities

227,412

4,188

2.46

227,449

3,542

2.08

Loans, net of unearned income(2):

Taxable

1,968,842

81,320

5.52

1,866,217

75,818

5.43

Tax-exempt(1)

19,602

697

4.75

16,900

507

4.01

Total loans, net of unearned income

1,988,444

82,017

5.51

1,883,117

76,325

5.42

Interest-bearing deposits in other banks

145,889

4,075

3.73

129,942

4,339

4.46

Total interest-earning assets

2,361,745

90,280

5.11

2,240,508

84,206

5.03

Total non-interest earning assets

11,296

13,718

Total assets

2,373,041

2,254,226

Liabilities & Shareholders’ Equity:

Interest-bearing deposits

NOW accounts

356,190

5,693

2.14

347,468

6,018

2.32

Money market accounts

375,042

6,832

2.44

346,041

7,018

2.71

Savings accounts

33,854

215

0.85

42,853

331

1.03

Time deposits

782,150

23,056

3.94

730,532

23,358

4.27

Total interest-bearing deposits

1,547,236

35,796

3.09

1,466,894

36,725

3.35

Federal funds purchased

147

3.64

4.38

Subordinated debt

24,904

1,047

5.62

24,820

1,047

5.64

Federal Home Loan Bank advances

55,945

1,649

3.94

56,000

1,696

4.05

Total interest-bearing liabilities

1,628,232

38,496

3.16

1,547,775

39,470

3.41

Demand deposits

455,071

434,238

Other liabilities

16,626

17,729

Total liabilities

2,099,929

1,999,742

Shareholders’ equity

273,112

254,484

Total liabilities and shareholders’ equity

2,373,041

2,254,226

Tax-equivalent net interest income and spread (Non-GAAP)(1)

51,784

1.95

44,736

1.62

Less: tax-equivalent adjustment

153

114

Net interest income and spread (GAAP)

51,631

1.94

44,622

1.61

Interest income/earning assets

5.10

5.02

Interest expense/earning assets

2.18

2.36

Net interest margin

2.92

2.66

(1) Tax-equivalent income and related measures have been adjusted using the federal statutory tax rate of 21%. The annualized taxable-equivalent adjustments utilized in the above table to compute yields aggregated to $153 thousand and $114 thousand for the nine months ended September 30, 2026 and September 30, 2025, respectively.

(2) Non-accrual loans are included in the average balances.

(3) Rates and yields are annualized and calculated from rounded amounts in thousands, which appear above.

John Marshall Bancorp, Inc.

Average Balance Sheets, Interest and Rates (unaudited)

(Dollar amounts in thousands)

Three Months Ended September 30, 2026

Three Months Ended September 30, 2025

Interest Income /

Average

Interest Income /

Average

Average Balance

Expense

Rate(3)

Average Balance

Expense

Rate(3)

Assets:

Securities:

Taxable

227,233

1,486

2.59

220,424

1,162

2.09

Tax-exempt(1)

1,377

3.17

1,378

3.17

Total securities

228,610

1,497

2.60

221,802

1,173

2.10

Loans, net of unearned income(2):

Taxable

1,992,518

27,872

5.55

1,894,756

26,047

5.45

Tax-exempt(1)

19,427

238

4.86

17,519

182

4.12

Total loans, net of unearned income

2,011,945

28,110

5.54

1,912,275

26,229

5.44

Interest-bearing deposits in other banks

184,075

1,741

3.75

141,309

1,583

4.44

Total interest-earning assets

2,424,630

31,348

5.13

2,275,386

28,985

5.06

Total non-interest earning assets

10,448

13,966

Total assets

2,435,078

2,289,352

Liabilities & Shareholders’ Equity:

Interest-bearing deposits

NOW accounts

353,795

1,973

2.21

354,918

2,057

2.30

Money market accounts

385,302

2,471

2.54

350,431

2,418

2.74

Savings accounts

33,468

0.91

43,401

120

1.10

Time deposits

822,864

8,085

3.90

741,797

7,829

4.19

Total interest-bearing deposits

1,595,429

12,606

3.13

1,490,547

12,424

3.31

Federal funds purchased

—

Subordinated debt

24,924

349

5.56

24,841

349

5.57

Federal Home Loan Bank advances

56,001

553

3.92

56,001

572

4.05

Total interest-bearing liabilities

1,676,355

13,508

3.20

1,571,390

13,345

3.37

Demand deposits

464,386

443,909

Other liabilities

16,765

16,060

Total liabilities

2,157,506

2,031,359

Shareholders’ equity

277,572

257,993

Total liabilities and shareholders’ equity

2,435,078

2,289,352

Tax-equivalent net interest income and spread (Non-GAAP)(1)

17,840

1.93

15,640

1.69

Less: tax-equivalent adjustment

Net interest income and spread (GAAP)

17,788

1.92

15,600

1.68

Interest income/earning assets

5.12

5.05

Interest expense/earning assets

2.21

2.33

Net interest margin

2.91

2.72

(1) Tax-equivalent income and related measures have been adjusted using the federal statutory tax rate of 21%. The annualized taxable-equivalent adjustments utilized in the above table to compute yields aggregated to $52 thousand and $40 thousand for the three months ended September 30, 2026 and September 30, 2025, respectively.

(2) Non-accrual loans are included in the average balances.

(3) Rates and yields are annualized and calculated from rounded amounts in thousands, which appear above.

John Marshall Bancorp, Inc.

Reconciliation of Certain Non-GAAP Financial Measures (Unaudited)

(Dollar amounts in thousands, except share and per share data)

For the Three Months Ended

For the Nine Months Ended

September 30, 2026

June 30, 2026

September 30, 2025

September 30, 2026

September 30, 2025

Net income (GAAP)

7,541

7,019

5,404

20,662

15,317

Less: Gain on sale of other assets, net of tax (1)

(660)

Add: Merger and acquisition expenses, net of tax (1)

262

Core net income (Non-GAAP)

7,803

6,359

5,404

20,264

15,317

Net income available to common shareholders (GAAP)

7,505

6,985

5,385

20,563

15,262

Less: Gain on sale of other assets, net of tax (1)

(660)

Add: Merger and acquisition expenses, net of tax (1)

262

Core net income available to common shareholders (Non-GAAP)

7,767

6,325

5,385

20,165

15,262

Total non-interest expenses (GAAP)

8,679

9,490

9,034

27,093

25,594

Less: Merger and acquisition expenses

332

Core non-interest expenses (Non-GAAP)

8,347

9,490

9,034

26,761

25,594

Net interest income (GAAP)

17,788

17,334

15,600

51,631

44,622

Total non-interest income (GAAP)

268

1,443

653

1,996

1,665

Total revenues (GAAP)

18,056

18,777

16,253

53,627

46,287

Less: Gain on sale of other assets

(835)

Core total revenues (Non-GAAP)

18,056

17,942

16,253

52,792

46,287

Average assets (GAAP)

2,435,078

2,339,582

2,289,352

2,373,041

2,254,226

Average equity (GAAP)

277,572

272,346

257,993

273,112

254,484

Weighted-average common shares outstanding - diluted (GAAP)

14,044,538

14,044,290

14,172,953

14,071,195

14,211,882

Return on average assets (annualized) (GAAP)

1.23

1.20

0.94

1.16

0.91

Core return on average assets (annualized) (Non-GAAP)

1.27

1.09

0.94

1.14

0.91

Return on average equity (annualized) (GAAP)

10.78

10.34

8.31

10.11

8.05

Core return on average equity (annualized) (Non-GAAP)

11.15

9.37

8.31

9.92

8.05

Earnings per common share - diluted (GAAP)

0.53

0.50

0.38

1.46

1.07

Core earnings per common share - diluted (Non-GAAP)

0.55

0.45

0.38

1.43

1.07

Non-interest expense to average assets (annualized) (GAAP)

1.41

1.63

1.57

1.53

1.52

Core non-interest expense to average assets (annualized) (Non-GAAP)

1.36

1.63

1.57

1.51

1.52

Efficiency ratio (GAAP)

48.1

50.5

55.6

50.5

55.3

Core efficiency ratio (Non-GAAP)

46.2

52.9

55.6

50.7

55.3

(1) Adjusted using the federal statutory tax rate of 21%.

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Document and Entity Information

Oct. 28, 2026

Document and Entity Information [Abstract]

Document Type

8-K

Document Period End Date

Oct. 28, 2026

Entity File Number

001-41315

Entity Registrant Name

John Marshall Bancorp, Inc.

Entity Incorporation, State or Country Code

Entity Tax Identification Number

81-5424879

Entity Address State Or Province

Entity Address, Address Line One

1943 Isaac Newton Square East

Entity Address, Adress Line Two

Suite 100

Entity Address, City or Town

Reston

Entity Address, Postal Zip Code

20190

City Area Code

703

Local Phone Number

584-0840

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Common Stock, par value $0.01 per share

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Security Exchange Name

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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