Form 8-K

8-K — EAGLE FINANCIAL SERVICES INC

Accession: 0000880641-26-000026

Filed: 2026-10-22

Period: 2026-10-22

CIK: 0000880641

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — efsi-20261022.htm (Primary)

EX-99.1 (efsi-ex99_1.htm)

EX-99.2 (efsi-ex99_2.htm)

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8-K

8-K (Primary)

Filename: efsi-20261022.htm · Sequence: 1

8-K

0000880641false00008806412026-10-222026-10-22

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 possibility that the proposed merger 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 merger); the ability of John Marshall and the Company to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed merger; any changes of, including the risk that any announcements relating to the proposed merger could have adverse effects on, the market price of the common stock of John Marshall or the Company; the possibility that the anticipated benefits or synergies of the proposed merger 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 John Marshall and the Company 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 merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of the Company’s management from ongoing business operations and opportunities; revenues following the proposed merger may be lower than expected; the ability of John Marshall, the Company or the combined company to retain or hire key employees or to maintain relationships with customers, suppliers or other business partners, in connection with the announcement, pendency or completion of the proposed merger; changes in interest rates and general economic, political and market conditions, including inflation and recession; the legislative and regulatory climate and changes in laws or government regulations or policies affecting financial institutions; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and Federal Reserve; the quality or composition of the Company’s loan or investment portfolios; the Company's ability to successfully resolve non-performing assets; demand for loan products; liquidity and deposit flows; competition; demand for financial services in the

Company's market area; the Company’s ability to keep pace with new technologies; a failure in or breach of the Company’s operational or security systems or infrastructure, or those of third-party vendors or other service providers, including as a result of cyberattacks; the Company’s capital and liquidity; changes in tax and accounting rules, principles, policies and guidelines; and other factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the Securities and Exchange Commission (the “SEC”).

Additional Information About the Proposed Merger and Where to Find It

In connection with the proposed merger of John Marshall and the Company, John Marshall filed with the SEC a registration statement on Form S-4 (File No. 333-299276) on October 2, 2026, as amended (the “Registration Statement”), which includes the joint proxy statement of John Marshall and the Company that also constitutes a prospectus of John Marshall (the “Definitive Joint Proxy Statement/Prospectus”). The Registration Statement was declared effective on October 16, 2026, and each of John Marshall and the Company commenced mailing of the Definitive Joint Proxy Statement/Prospectus to their respective shareholders on or about October 16, 2026. Each of John Marshall and the Company may file with the SEC other relevant documents concerning the proposed merger.

INVESTORS AND SHAREHOLDERS OF JOHN MARSHALL AND THE COMPANY AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT JOHN MARSHALL, THE COMPANY AND THE PROPOSED MERGER.

Investors and shareholders are able to obtain a free copy of the Registration Statement, the Definitive Joint Proxy Statement/Prospectus, and other relevant documents filed with the SEC containing information about John Marshall and the Company, without charge, at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by John Marshall will be made available free of charge in the “Investor Relations” section of John Marshall’s website, investor.johnmarshallbank.com, or can be obtained by requesting by mail at John Marshall Bancorp, Inc., 1943 Isaac Newton Square East, Suite 100, Reston, Virginia 20190, Attention: Corporate Secretary. Copies of documents filed with the SEC by the Company will be made available free of charge in the “Investor Relations” section of the Company’s website, investors.bankofclarke.bank, or can be obtained by requesting by mail at Eagle Financial Services, Inc., 2 East Main St, P.O. Box 391, Berryville, Virginia 22611, Attention: Secretary. The information on John Marshall’s or the Company’s respective websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.

Participants in the Solicitation

John Marshall, the Company and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of John Marshall and shareholders of the Company in respect of the proposed merger under the rules of the SEC. Information regarding John Marshall’s directors and executive officers is available in its definitive proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 29, 2026, and certain other documents filed by John Marshall with the SEC. Information regarding the Company’s directors and executive officers is available in its definitive proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 8, 2026, and certain other documents filed by the Company with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed merger and a description of their direct and indirect interests, by security holdings or otherwise, is and will be contained in the Definitive Joint Proxy Statement/Prospectus related to the proposed merger and other relevant materials filed with the SEC by John Marshall and the Company, respectively. Free copies of these documents may be obtained as described in the preceding section.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed merger, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

SIGNATURES

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

Dated: October 22, 2026

Eagle Financial Services, Inc.

By:

/s/ KATHLEEN J. CHAPPELL

Kathleen J. Chappell

Executive Vice President and CFO

EX-99.1

Filename: efsi-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

EAGLE FINANCIAL SERVICES, INC. ANNOUNCES

2026 THIRD QUARTER FINANCIAL RESULTS AND QUARTERLY DIVIDEND

Contact:

Kathleen J. Chappell, Executive Vice President and CFO

540-955-2510

kchappell@bankofclarke.com

BERRYVILLE, VIRGINIA (October 22, 2026) – Eagle Financial Services, Inc. (NASDAQ: EFSI) (the "Company"), the holding company for Bank of Clarke ("the Bank"), announced its third quarter 2026 results. Also, on October 22, 2026, the Board of Directors announced a quarterly common stock cash dividend of $0.31 per common share, payable on November 13, 2026, to shareholders of record on November 2, 2026. The following table presents selected financial performance highlights for the periods indicated:

Three Months Ended

September 30,

June 30,

September 30,

2026

2025

(Dollars in thousands, except per share data)

As adjusted (1)

Consolidated net income

4,750

5,020

4,981

2,227

5,584

Consolidated noninterest income

5,296

8,590

5,104

5,165

Consolidated noninterest expense

16,127

15,785

15,531

14,344

Earnings per share - basic and diluted

0.88

0.93

0.92

0.41

1.04

Annualized return on average equity

9.66

10.21

10.35

4.63

12.20

Annualized return on average assets

1.01

1.07

1.08

0.48

1.10

(1) Non-GAAP financial measure - Excluding the tax effected impact of merger expenses during the quarter ended September 30, 2026 and the gain on sale of other assets during the quarter ended June 30, 2026. See the "Reconciliation of GAAP to Non-GAAP Performance Highlights" table for a reconciliation of these measures to comparable measures calculated in accordance with GAAP.

Additional key highlights for the third quarter of 2026 are as follows:

•

Announced a proposed strategic merger with John Marshall Bancorp, Inc. ("John Marshall"), a transformative transaction expected to enhance scale, market presence, and long-term shareholder value.

•

Net loans increased by $32.4 million or 2.19% while deposits increased by $21.3 million or 1.33%, in each case compared to June 30, 2026.

•

Net interest margin increased from 3.86% for the quarter ended June 30, 2026 to 3.95% for the quarter ended September 30, 2026. Net interest spread increased from 3.01% for the quarter ended June 30, 2026 to 3.09% for the quarter ended September 30, 2026.

Brandon Lorey, President and CEO, stated, "The third quarter was an important one for EFSI, with strong execution across the franchise while we also announced our proposed merger with John Marshall Bancorp. Net loans grew $32.4 million during the quarter, reflecting both strong customer demand and the continued efforts of our lending teams, while our net interest margin improved to 3.95% as the balance sheet actions we have taken over the past two years continued to deliver results. We are entering this combination from a position of strength, and we believe bringing together two strong community banking franchises creates an opportunity to deliver meaningful long-term value for our shareholders. I could not be prouder of our team for staying focused on our customers and communities while also taking on the additional work required to prepare for what is ahead."

Summary

Net income for the quarters ended September 30, 2026 and June 30, 2026 was $4.8 million and $5.0 million, respectively. Net income was $5.6 million for the quarter ended September 30, 2025. During the third quarter of 2026, the Company incurred $342 thousand of pre-tax merger-related expenses related to the announced merger with John Marshall in September 2026. During the second quarter of 2026, the Company sold its membership interest in Bearing Insurance Group, LLC ("Bearing") to an unaffiliated third party and recognized a pre-tax gain of $3.5 million, which was recorded in gain on sale of other assets in the consolidated statements of income. Excluding the tax-effected impact of the merger-related expenses incurred during the third quarter of 2026 and the gain on the sale of Bearing recognized during the second quarter of 2026, adjusted net income for the quarters ended September 30, 2026 and June 30, 2026, were $5.0 million and $2.2 million, respectively. Adjusted net income is a non-GAAP financial measure. Please refer to the "Reconciliation of GAAP to Non-GAAP Performance Highlights" table for additional information.

For the quarter ended September 30, 2026, adjusted net income increased $2.8 million, or 125.4%, compared to the quarter ended June 30, 2026, and decreased $564 thousand, or 10.1%, compared to the quarter ended September 30, 2025. The increase from the quarter ended June 30, 2026 was primarily driven by a lower provision for credit losses. The decrease compared to the quarter ended September 30, 2025 was primarily attributable to higher salary and employee benefit expenses. Additional details regarding these changes are provided below.

Interest Income

Total loan interest income was $22.7 million and $21.7 million for the quarters ended September 30, 2026 and June 30, 2026, respectively. Total loan interest income was $20.7 million for the quarter ended September 30, 2025. Compared to the quarter ended September 30, 2026, total loan interest income increased $1.0 million or 4.6% from the quarter ended June 30, 2026 and increased $2.0 million or 9.8% from the quarter ended September 30, 2025. Average loans during the quarter ended September 30, 2026 increased by $13.6 million or 0.9% from the quarter ended June 30, 2026 while the tax equivalent yield on average loans increased 14 basis points over the same time period. Average loans increased $66.3 million or 4.6% between the quarter ended September 30, 2026 and September 30, 2025 while the tax equivalent yield on average loans increased 28 basis points over the same time period. Overall, higher average loan balances combined with an increase in the tax-equivalent yield on average loans contributed to the growth in loan interest income compared to both the linked and prior-year quarters.

Interest and dividend income from the investment portfolio was $1.1 million and $1.3 million for the quarters ended September 30, 2026 and June 30, 2026, respectively. Interest and dividend income from the investment portfolio was $1.4 million for the quarter ended September 30, 2025. The tax equivalent yield on average investments for the quarter ended September 30, 2026 was 3.96%, which decreased 38 basis points from 4.34% from the quarter ended June 30, 2026 and decreased 34 basis points from 4.30% for the quarter ended September 30, 2025. The decrease in yield compared with the quarters ended June 30, 2026 and September 30, 2025 primarily reflects the decline dividend income during the quarter due to a lower Federal Home Loan Bank stock balance following the repayment of FHLB advances.

Interest Expense

Total interest expense was $7.6 million and $7.4 million for the three months ended September 30, 2026 and June 30, 2026, respectively, and $8.7 million for three months ended September 30, 2025. The modest increase in interest expense from the quarter ended June 30, 2026 compared to the quarter ended September 30, 2026 was primarily attributable to higher interest expense on deposits. Compared to the quarter ended September 30, 2025, interest expense decreased $1.1 million, driven by a $651 thousand reduction in deposit interest expense and a $494 thousand decrease in interest expense on Federal Home Loan Bank ("FHLB") advances. The decrease in deposit interest expense resulted from a $10.3 million decline in average interest-bearing deposit balances and a 20 basis point reduction in the average rate paid on those deposits, primarily due to the runoff of higher-cost time deposits. Additionally, the average balance of FHLB advances during the quarter ended September 30, 2026 declined by $40.0 million compared to the quarter ended September 30, 2025, reflecting the payoff of outstanding advances.

Net Interest Income

Net interest income for the quarter ended September 30, 2026 was $17.6 million reflecting an increase of $659 thousand or 3.9% from the quarter ended June 30, 2026 and an increase of $430 thousand or 2.5% from the quarter ended September 30, 2025. Net interest income was $17.0 million and $17.2 million, respectively, for the quarters ended June 30, 2026 and September 30, 2025.

Net interest margin was 3.95% for the quarter ended September 30, 2026, compared to 3.86% for the quarter ended June 30, 2026 and 3.58% for the quarter ended September 30, 2025. The increase in net interest margin compared to both the prior quarter and prior-year quarter was primarily attributable to higher average yields on loans, as discussed above under Interest Income. Additionally, the increase compared to the quarter ended September 30, 2025 benefited from the payoff of FHLB advances during the first quarter of 2026, which eliminated related interest expense in the current quarter, and the runoff of higher-cost non-core deposits, which reduced overall funding costs. The net interest spread increased to 3.09% for the quarter ended September 30, 2026, compared to 3.01% for the quarter ended June 30, 2026 and 2.57% for the quarter ended September 30, 2025.

The Company’s net interest margin is not a measurement under accounting principles generally accepted in the United States, but it is a common measure used by the financial services industry to determine how profitable earning assets are funded. The Company’s net interest margin is calculated by dividing tax equivalent net interest income by total average earning assets. Tax equivalent net interest income is calculated by grossing up interest income for the amounts that are non-taxable (i.e., municipal income) then subtracting interest expense. The tax rate utilized is 21%. This is a non-GAAP financial measure. Please refer to the "Reconciliation of Tax-Equivalent Net Interest Income" table for additional information.

Noninterest Income and Expense

Total noninterest income was $5.3 million and $8.6 million for the quarters ended September 30, 2026 and June 30, 2026 respectively. Total noninterest income was $5.2 million for the quarter ended September 30, 2025.

For The Three Months Ended

(Dollars in thousands)

9/30/2026

6/30/2026

$ Change

% Change

9/30/2025

$ Change

% Change

Noninterest Income

Wealth management fees

1,744

2,197

(453

)

-20.6

1,827

(83

)

-4.5

Service charges on deposit accounts

606

563

7.6

558

8.6

Other service charges and fees

1,096

1,028

6.6

1,151

(55

)

-4.8

Gain (loss) on the sale and disposal of bank premises and equipment

)

Gain on sale of loans held for sale

1,255

646

609

94.3

1,012

243

24.0

Gain on sale of other assets

—

3,486

(3,486

)

—

Small business investment company income

213

110

103

93.6

155

267.2

Bank owned life insurance income

280

289

)

-3.1

268

4.5

Other operating income

275

(180

)

-65.5

293

(198

)

-67.6

Total noninterest income

5,296

8,590

(3,294

)

-38.3

5,165

131

2.5

Total noninterest income decreased in the third quarter of 2026 compared to the second quarter of 2026, primarily due to a gain on the sale of other assets recognized in the second quarter of 2026. During the second quarter, the Company sold its membership interest in Bearing to an unaffiliated third party and recognized a pre-tax gain of $3.5 million, which was recorded in gain on sale of other assets.

Noninterest income, as adjusted to exclude the one-time effect of the gain on the sale, was $5.1 million for the quarter ended June 30, 2026. This adjusted amount is a non-GAAP financial measure. See the "Reconciliation of GAAP to Non-GAAP Performance Highlights" table for additional information.

Compared to both the second quarter of 2026 and the third quarter of 2025, adjusted noninterest income increased primarily due to higher gains on the sale of loans held for sale. The increase was driven by higher sales volume within the Small Business Administration ("SBA") loan portfolio. Partially offsetting this increase was lower wealth management fee income, as both the second quarter of 2026 and the third quarter of 2025 benefited from elevated transaction-based revenues related to estates and other client services.

Noninterest expense increased $596 thousand, or 3.8%, to $16.1 million for the quarter ended September 30, 2026 from $15.5 million for the quarter ended June 30, 2026 and increased $1.8 million or 12.4% compared to the quarter ended September 30, 2025.

For The Three Months Ended

(Dollars in thousands)

9/30/2026

6/30/2026

$ Change

% Change

9/30/2025

$ Change

% Change

Noninterest Expenses

Salaries and employee benefits

9,627

9,212

415

4.5

8,717

910

10.4

Occupancy expenses

696

613

13.5

691

0.7

Equipment expenses

495

451

9.8

437

13.3

Advertising and marketing expenses

264

295

(31

)

-10.5

317

(53

)

-16.7

Stationery and supplies

30.0

5.4

ATM network fees

330

326

1.2

327

0.9

Loss on sale of repossessed assets

—

FDIC assessment

200

169

18.3

172

16.3

Computer software expense

432

422

2.4

389

11.1

Bank franchise tax

530

—

0.0

388

142

36.6

Professional fees

716

551

165

29.9

493

223

45.2

Data processing fees

553

591

(38

)

-6.4

469

17.9

Merger-related expenses

342

—

342

—

342

Other operating expenses

1,888

2,341

(453

)

-19.4

1,907

(19

)

-1.0

Total noninterest expenses

16,127

15,531

596

3.8

14,344

1,783

12.4

As previously announced, the Company entered into a definitive merger agreement with John Marshall during the third quarter of 2026. Merger-related expenses of $342 thousand were recognized during the quarter in connection with the proposed transaction. No merger-related expenses were incurred during either the second quarter of 2026 or the third quarter of 2025. Excluding these merger-related expenses, noninterest expense totaled $15.8 million during the third quarter of 2026.

Total noninterest expense increased in the third quarter of 2026 compared to the second quarter of 2026, primarily due to higher salaries and benefits expense. The increase was largely attributable to higher commission expense associated with increased loan sale volume, higher incentive compensation accruals as performance metrics reached payout thresholds during the quarter, and increased loan production incentive accruals resulting from loan growth.

Total noninterest expense increased in the third quarter of 2026 compared to the third quarter of 2025, primarily due to higher salaries and employee benefits expense. In addition to the higher incentive compensation accruals discussed above, salaries and employee benefits expense increased as a result of growth in the Company's workforce, with full-time equivalent ("FTE") employees increasing from 249 to 262 during the period. Additionally, annual merit increases and compensation adjustments implemented at the end of the first quarter of 2026 contributed to higher personnel costs during the quarter.

Asset Quality and Provision for Credit Losses

As of

(dollars in thousands)

September 30, 2026

June 30, 2026

September 30, 2025

Nonaccrual loans

15,641

16,146

13,167

Loans past due 90 days or more and accruing interest

104

Other real estate owned and repossessed assets

250

302

1,009

Total nonperforming assets

15,995

16,468

14,267

Allowance for credit losses on loans

18,533

18,306

14,810

Allowance for credit losses on loans to total gross loans

1.21

1.22

1.01

Non-performing assets to total assets

0.86

0.89

0.74

Nonperforming assets consist of nonaccrual loans, loans 90 days or more past due and still accruing, other real estate owned (foreclosed properties), and repossessed assets. Nonperforming assets decreased by $473 thousand between June 30, 2026 and September 30, 2026. This decrease was due to the $507 thousand partial write-down to an existing commercial and industrial syndicated relationship. This partial write-down was due to the restructuring of this loan relationship by the lead bank. Nonperforming assets increased $1.7 million or 12.1% as of September 30, 2026 in comparison to September 30, 2025 mainly due to several large relationships in excess of $1 million being placed in nonaccrual status during the period. The increase in nonaccrual loans is partially offset by a decrease of $759 thousand in repossessed assets. All repossessed assets held at September 30, 2025 were sold prior to September 30, 2026, contributing to the decline in repossessed assets, although this decrease was partially offset by the addition of a new repossessed asset during the second quarter of 2026.

The majority of all nonaccrual loans are secured by real estate and management evaluates the financial condition of these borrowers and the value of any collateral on these loans. The results of these evaluations are used to estimate the amount of losses which may be realized on the disposition of these nonaccrual loans. Specific reserves on nonaccrual loans totaled $3.4 million, $3.1 million, and $333 thousand at September 30, 2026, June 30, 2026, and September 30, 2025, respectively. The increase from June 30, 2026 was primarily attributable to an additional $708 thousand specific reserve allocation on an existing nonaccrual multifamily relationship, reflecting updated collateral valuations based on signed letters of intent received for two properties securing the credit, as well as a specific reserve allocation on one marine loan. Compared to September 30, 2025, the increase in specific reserves was driven by new specific reserves on an existing nonaccrual multifamily relationship as well as specific reserve allocations established on two SBA loans.

Net charge-offs totaled $1.0 million for the quarter ended September 30, 2026, compared to $2.2 million for the linked quarter and $2.3 million for the third quarter of 2025. Charge-offs recognized during the third quarter of 2026 were distributed across several loan portfolios, with the majority occurring within the commercial and industrial and construction and farmland portfolios. In the second quarter of 2026, net charge-offs were primarily driven by a $1.6 million partial charge-off of a single multifamily relationship to reflect the fair value of the underlying collateral, net of estimated selling costs, while the remaining charge-offs were attributable to five smaller relationships. Net charge-offs during the third quarter of 2025 were primarily attributable to the write-off of a $1.1 million deficiency balance loan and a $468 thousand write-down on a nonaccrual commercial real estate loan. The decline in net charge-offs compared to both prior periods reflects the absence of similarly significant relationship-specific charge-offs, while continuing to demonstrate the Company's proactive approach to identifying and addressing credit deterioration and maintaining appropriate collateral-based valuations within the loan portfolio.

The allowance for credit losses as a percentage of total loans was 1.21% at September 30, 2026, compared to 1.22% at June 30, 2026 and 1.01% at September 30, 2025. The slight decrease from the linked quarter primarily reflected lower qualitative factor adjustments in certain portfolios, most notably construction and farmland and home equity lines of credit, partially offset by higher qualitative factor adjustments within the commercial and industrial portfolio associated with loan growth and credit quality trends. Compared to September 30, 2025, the higher allowance ratio was primarily driven by changes in historical loss factors, particularly within the marine and non-owner-occupied commercial real estate portfolios, as well as elevated qualitative factor adjustments in certain portfolios, including commercial and industrial and construction and farmland loans, reflecting loan growth and credit quality trends. There were also increased specific reserves during this period. The Company's allowance for credit losses continues to reflect management's assessment of the credit risk inherent in the loan portfolio and its commitment to maintaining appropriate reserve coverage.

The provision for credit losses on loans reflects management’s ongoing assessment of the adequacy of the allowance for credit losses and the credit risk inherent in the loan portfolio. The Company recorded a provision for credit losses on loans of $1.3 million for the quarter ended September 30, 2026, compared to $3.2 million for the quarter ended June 30, 2026 and $1.1 million for the quarter ended September 30, 2025. The decrease from the linked quarter was primarily driven by lower reserve requirements resulting from changes in qualitative factor adjustments and lower levels of net charge-offs. Increases in specific reserves partially offset this decline. Compared to the third quarter of 2025, the provision increased modestly, reflecting loan portfolio growth, higher specific reserves, and changes in qualitative factors within certain loan portfolios. The provision reflects management’s disciplined approach to reserve methodology and its commitment to maintaining a strong allowance for credit losses that appropriately reflects portfolio growth, current economic conditions, and identified credit risks.

Management’s judgment in determining the level of the allowance is based on evaluations of the collectability of loans while taking into consideration such factors as trends in delinquencies and charge-offs, changes in the nature and volume of the loan portfolio, current economic conditions that may affect a borrower’s ability to repay and the value of collateral, overall portfolio quality and review of specific potential losses. The Company is committed to maintaining an allowance at a level that adequately reflects expected credit losses over the life of the loan portfolio.

Balance Sheet

Total consolidated assets were $1.87 billion at September 30, 2026, an increase of $23.1 million, or 1.3%, from $1.85 billion at June 30, 2026. Compared to September 30, 2025, total consolidated assets decreased from $1.93 billion. The linked-quarter increase was driven primarily by growth in the loan portfolio, reflecting continued customer demand. The year-over-year decrease in total assets was primarily attributable to the runoff of non-core deposits, which contributed to a decline in cash and cash equivalents. This decrease was partially offset by net loan growth of $68.3 million. Despite the decline in total assets from the prior-year period, the Company maintained a strong balance sheet while continuing to strategically deploy capital into higher-yielding earning assets.

Total net loans increased $32.4 million, or 2.2%, to $1.51 billion at September 30, 2026 from $1.48 billion at June 30, 2026, driven by growth across several key lending categories, including commercial real estate, residential real estate and commercial and industrial loans. Compared to September 30, 2025, total net loans increased $68.3 million, or 4.7%, from $1.45 billion, reflecting continued success in generating new lending opportunities and serving the credit needs of the Company's markets. Year-over-year growth was concentrated in the same core lending segments that contributed to the linked-quarter increase, demonstrating the strength and consistency of the Company's loan production efforts.

Total deposits were $1.62 billion at September 30, 2026, an increase of $21.3 million, or 1.3%, from June 30, 2026. Total deposits were $1.66 billion at September 30, 2025. The linked-quarter increase reflects the increase in brokered certificates of deposit of $15.8 million in addition to the continued stability of the Company's deposit base. The year-over-year decrease was primarily attributable to the temporary nature of unusually large noninterest-bearing deposit balances received during the second quarter of 2025. Specifically, noninterest-bearing deposits increased by approximately $151.7 million during second quarter of 2025, largely due to business sale proceeds from two customers. As anticipated, the majority of these funds had exited the Bank by the end of 2025. Excluding the impact of these temporary balances, the Company's deposit base has remained relatively stable and continues to provide a solid source of funding for loan growth and other balance sheet initiatives.

Core deposit change for the quarter and twelve months ended September 30, 2026 was an increase of $1.4 million and an increase of $21.7 million, respectively. Core deposits consist of checking accounts, NOW accounts, money market accounts, regular savings accounts and time deposits less than $250 thousand.

Liquidity

The objective of the Company’s liquidity management is to ensure the continuous availability of funds to satisfy the credit needs of our customers and the demands of our depositors, creditors and investors. Uninsured deposits represent an estimate of amounts above the Federal Deposit Insurance Corporation ("FDIC") insurance coverage limit of $250,000. As of September 30, 2026, the Company’s uninsured deposits were approximately $226.0 million or 13.9% of total deposits.

The Company’s liquid assets, which include cash and due from banks, interest-bearing deposits at other banks, loans with a maturity less than one year and nonpledged securities available for sale, were $421.8 million and borrowing availability was $484.1 million as of September 30, 2026, which in total exceeded uninsured deposits, excluding intercompany cash holdings and secured municipal deposits, by $679.9 million. Liquid assets increased by $76.6 million during the third quarter of 2026 due mainly to loan growth. In addition to deposits, the Company utilizes short-term and long-term borrowings as sources of funds. Short-term borrowings from the Federal Reserve Bank and the FHLB as well as federal funds purchased from Community Bankers Bank may be used to fund the Company’s day-to-day operations. Long-term borrowings include FHLB advances as well as subordinated debt. Total outstanding borrowings decreased to $29.6 million at September 30, 2026 from $69.6 million at September 30, 2025. The decrease was primarily due to the paydown of outstanding FHLB advances. Borrowings remained stable from June 30, 2026 to September 30, 2026.

Additional sources of liquidity available to the Company include cash flows from operations, loan payments and payoffs, deposit growth, maturities, calls and sales of securities and the issuance of brokered certificates of deposit.

Capital and Dividends

On October 21, 2026, the Board of Directors announced a quarterly common stock cash dividend of $0.31 per common share, payable on November 13, 2026, to shareholders of record on November 2, 2026. The Board of Directors of the Company regularly reviews the amount of cash dividends per share and the resulting dividend payout ratio in light of changes in economic conditions, current and future capital requirements, and expected future earnings.

Total consolidated equity increased $9.7 million to $195.3 million at September 30, 2026 compared to September 30, 2025 and increased $1.4 million compared to June 30, 2026. The increases are primarily due to increased retained earnings from net income.

The Company’s securities available for sale are fixed income debt securities and their unrealized loss position is a result of increased market interest rates since they were purchased. The Company expects to recover its investments in debt securities through scheduled payments of principal and interest. The accumulated other comprehensive loss related to the Company’s securities available for sale increased to $8.2 million at September 30, 2026 compared to $6.1 million at June 30, 2026 and $5.6 million at September 30, 2025.

As of September 30, 2026, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized under regulations applicable at September 30, 2026, Bank was required to maintain minimum total risk-based, Tier 1 risk-based, CET1 risk-based and Tier 1 leverage ratios. In addition to the regulatory risk-based capital requirements, Bank must maintain a capital conservation buffer of additional capital of 2.5 percent of risk-weighted assets as required by the Basel III capital rules. The Bank exceeded these ratios at September 30, 2026.

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 period-to-period operating performance and the impact of merger-related expenses and non-recurring transactions, such as the gain on sale of Bearing, on the Company’s results. Additionally, the Company believes this information is utilized by regulators and market analysts to evaluate a company’s results and financial condition and therefore, such information is useful to investors. 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.

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 (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.

Additional Information About the Proposed Merger and Where to Find It

Participants in the Solicitation

No Offer or Solicitation

EAGLE FINANCIAL SERVICES, INC.

KEY STATISTICS (unaudited)

For the Three Months Ended

(Dollars in thousands, except per share data)

3Q26

2Q26

1Q26

4Q25

3Q25

Net income

4,750

4,981

3,740

4,334

5,584

Earnings per share, basic

0.88

0.92

0.69

0.81

1.04

Earnings per share, diluted

0.88

0.92

0.69

0.81

1.04

Return on average total assets (annualized)

1.01

1.08

0.81

0.91

1.10

Return on average total equity (annualized)

9.66

10.35

7.98

9.18

12.20

Dividend payout ratio

35.23

33.70

44.93

38.27

29.81

Fee revenue as a percent of total revenue (1)

15.03

14.82

15.64

17.86

15.81

Net interest margin (annualized) (2)

3.95

3.86

3.63

3.61

3.58

Yield on average earning assets (annualized)

5.64

5.54

5.44

5.45

5.39

Rate on average interest-bearing liabilities (annualized)

2.55

2.53

2.64

2.71

2.82

Net interest spread

3.09

3.01

2.8

2.74

2.57

Tax equivalent adjustment to net interest income

Non-interest income to average assets

1.13

1.86

1.07

1.12

1.02

Non-interest expense to average assets

3.44

3.37

3.09

3.24

2.83

Efficiency ratio(3)

68.76

70.29

67.97

70.39

64.06

(1) Fee revenue as a percentage of total revenue is calculated by dividing the sum of wealth management fees, service charges on deposit accounts and other service charges and fees by the sum of net interest income and non-interest income.

(2) Non-GAAP financial measure - The annualized net interest margin is calculated by dividing tax equivalent net interest income by total average earning assets. Tax equivalent interest income is calculated by grossing up interest income for the amounts that are non-taxable (i.e., municipal income) then subtracting interest expense. The rate utilized is 21%. Please refer to the "Reconciliation of Tax-Equivalent Net Interest Income" table for the quarterly tax equivalent net interest income and the reconciliation of net interest income to tax equivalent net interest income. The Company’s net interest margin is a common measure used by the financial services industry to determine how profitable earning assets are funded. Because the Company earns a fair amount of nontaxable interest income due to tax-exempt loan balances, net interest income for the ratio is calculated on a tax equivalent basis as described above.

(3) Non-GAAP financial measure - The efficiency ratio is not a measurement under accounting principles generally accepted in the United States. It is calculated by dividing non-interest expense less merger-related expenses, gain/loss on other real estate owned and gain/loss on repossessed assets by the sum of tax equivalent net interest income and non-interest income excluding gains and losses on the investment portfolio, loss on sale of other bank premises and equipment and gain on sale of other assets. The tax rate utilized is 21%. The Company calculates this ratio in order to evaluate its overhead structure or how effectively it is operating. An increase in the ratio from period to period indicates the Company is losing a larger percentage of its income to expenses. The Company believes that the efficiency ratio is a reasonable measure of profitability. Please refer to the "Reconciliation of Efficiency Ratio" table for additional information.

EAGLE FINANCIAL SERVICES, INC.

SELECTED FINANCIAL DATA BY QUARTER (unaudited)

(Dollars in thousands, except per share data)

3Q26

2Q26

1Q26

4Q25

3Q25

BALANCE SHEET RATIOS

Loans to deposits

94.38

93.60

91.28

91.65

88.21

Average interest-earning assets to average-interest bearing liabilities

150.46

150.25

146.04

147.54

155.33

PER SHARE DATA

Dividends

0.31

Book value

36.08

35.83

35.16

35.14

34.52

Tangible book value

36.08

35.83

35.16

35.14

34.52

SHARE PRICE DATA

Closing price

45.30

41.46

34.98

39.80

37.83

Diluted earnings multiple(1)

12.87

11.27

12.67

12.28

9.09

Book value multiple(2)

1.26

1.16

0.99

1.13

1.10

COMMON STOCK DATA

Outstanding shares at end of period

5,413,262

5,411,615

5,412,376

5,374,205

5,376,346

Weighted average shares outstanding

5,411,632

5,412,016

5,412,021

5,376,088

5,376,346

Weighted average shares outstanding, diluted

5,411,632

5,412,016

5,412,021

5,376,088

5,376,346

CREDIT QUALITY

Net charge-offs (recoveries) to average loans (annualized)

0.07

0.15

(0.00

0.02

0.16

Total non-performing loans to total loans (3)

1.03

1.08

1.01

0.98

0.91

Total non-performing assets to total assets (4)

0.86

0.89

0.80

0.77

0.74

Non-accrual loans to:

Total loans

1.02

1.08

1.01

0.98

0.90

Total assets

0.84

0.87

0.80

0.76

0.68

Allowance for credit losses to:

Total loans

1.21

1.22

1.19

1.04

1.01

Non-performing assets (4)

115.87

111.16

117.67

104.98

103.81

Non-accrual loans

118.49

113.38

117.78

106.40

112.48

NON-PERFORMING ASSETS:

Loans delinquent over 90 days and still accruing

104

Non-accrual loans

15,641

16,146

14,711

14,398

13,167

Other real estate owned and repossessed assets

250

302

—

135

1,009

NET LOAN CHARGE-OFFS (RECOVERIES):

Loans charged off

1,095

2,269

155

318

2,417

(Recoveries)

(61

)

(42

)

(189

)

(81

)

(117

)

Net charge-offs (recoveries)

1,034

2,227

(34

)

237

2,300

PROVISION FOR CREDIT LOSSES ON LOANS

1,261

3,207

1,972

747

1,131

ALLOWANCE FOR CREDIT LOSSES ON LOANS

18,533

18,306

17,326

15,320

14,810

(1) The diluted earnings multiple (or price earnings ratio) is calculated by dividing the period-end closing market price per share by annualized diluted earnings per share for the quarter. The diluted earnings multiple is a measure of how much an investor may be willing to pay for $1.00 of the Company’s earnings.

(2) The book value multiple (or price to book ratio) is calculated by dividing the period’s closing market price per share by the period’s book value per share. The book value multiple is a measure used to compare the Company’s market value per share to its book value per share.

(3) Non-performing loans include non-accrual loans and loans 90 days or more past due and still accruing interest.

(4) Non-performing assets include non-accrual loans, loans 90 days or more past due and still accruing interest, repossessed assets and other real estate owned (OREO) acquired through foreclosure.

EAGLE FINANCIAL SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

As of:

(Dollars in thousands)

Unaudited

09/30/2026

Unaudited

06/30/2026

Unaudited

03/31/2026

12/31/2025

Unaudited

09/30/2025

Assets

Cash and due from banks

15,020

18,281

14,500

13,942

15,558

Interest-bearing deposits with other institutions

104,519

71,169

94,974

103,984

189,119

Federal funds sold

42,752

54,542

80,293

99,268

63,452

Securities available for sale, at fair value

104,946

114,341

117,245

123,329

125,165

Loans held for sale

623

5,974

5,214

4,786

3,479

Loans, net of allowance for credit losses

1,513,409

1,481,045

1,441,533

1,457,757

1,445,118

Bank premises and equipment, net

14,952

14,974

14,911

14,906

14,878

Bank owned life insurance

32,573

32,293

32,004

31,720

31,440

Other assets

41,671

54,746

37,686

38,934

44,264

Total assets

1,870,465

1,847,365

1,838,360

1,888,626

1,932,473

Liabilities and Shareholders' Equity

Liabilities

Deposits:

Noninterest bearing demand deposits

453,481

463,086

455,107

432,171

521,149

Savings and interest bearing demand deposits

730,580

720,714

728,322

728,545

687,530

Time deposits

439,185

418,135

414,790

446,644

446,369

Total deposits

1,623,246

1,601,935

1,598,219

1,607,360

1,655,048

Federal funds purchased

—

101

Federal Home Loan Bank advances, long-term

—

40,000

Subordinated debt, net

29,630

29,613

29,596

29,579

29,562

Other liabilities

22,302

21,901

20,219

22,848

22,181

Total liabilities

1,675,178

1,653,460

1,648,034

1,699,787

1,746,892

Commitments and contingent liabilities

Shareholders' Equity

Preferred stock, $10 par value

—

Common stock, $2.50 par value

13,316

13,311

13,264

13,260

Surplus

65,654

65,189

64,802

64,720

64,458

Retained earnings

124,551

121,481

118,178

116,115

113,448

Accumulated other comprehensive (loss)

(8,234

)

(6,076

)

(5,965

)

(5,260

)

(5,585

)

Total shareholders' equity

195,287

193,905

190,326

188,839

185,581

Total liabilities and shareholders' equity

1,870,465

1,847,365

1,838,360

1,888,626

1,932,473

* Derived from audited consolidated financial statements.

EAGLE FINANCIAL SERVICES, INC.

LOAN DATA (unaudited)

As of:

(Dollars in thousands)

9/30/2026

6/30/2026

3/31/2026

12/31/2025

9/30/2025

Mortgage real estate loans:

Construction & Secured by Farmland

96,150

95,454

82,594

82,336

84,467

HELOCs

60,024

59,973

58,784

58,640

54,549

Residential First Lien - Investment

104,664

107,456

107,084

107,308

103,942

Residential First Lien - Owner Occupied

194,889

177,739

176,378

178,806

178,725

Residential Junior Liens

10,553

10,117

10,775

10,724

10,497

Commercial - Owner Occupied

355,269

329,817

313,161

298,853

290,931

Commercial - Non-Owner Occupied &

Multifamily

389,986

397,617

389,878

398,926

398,076

Commercial and industrial loans:

BHG loans

1,432

1,713

2,118

2,344

2,637

SBA PPP loans

—

Other commercial and industrial loans

123,857

116,346

99,170

110,876

100,777

Marine loans

152,352

159,246

170,217

175,639

185,938

Triad Loans

19,564

20,291

20,789

21,324

21,856

Consumer loans

7,151

7,761

9,707

7,418

7,566

Overdrafts

313

463

343

318

297

Other loans

12,272

11,540

12,572

13,946

13,895

Total loans

1,528,476

1,495,533

1,453,570

1,467,462

1,454,163

Net deferred loan costs and premiums

3,466

3,818

5,289

5,615

5,765

Allowance for credit losses on loans

(18,533

)

(18,306

)

(17,326

)

(15,320

)

(14,810

)

Net loans

1,513,409

1,481,045

1,441,533

1,457,757

1,445,118

EAGLE FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

For The Three Months Ended

(Dollars in thousands, except per share data)

9/30/2026

6/30/2026

3/31/2026

12/31/2025

9/30/2025

Interest and Dividend Income

Interest and fees on loans

22,745

21,744

20,713

21,268

20,722

Interest on federal funds sold

176

109

Interest and dividends on securities available for sale:

Taxable interest income

1,087

1,188

1,230

1,274

1,293

Interest income exempt from federal income taxes

—

Dividends

Interest on deposits in banks

1,287

1,200

1,698

2,098

3,803

Total interest and dividend income

25,218

24,375

23,826

24,755

25,933

Interest Expense

Interest on deposits

7,235

7,050

7,225

7,526

7,886

Interest on federal funds purchased

—

Interest on Federal Home Loan Bank advances

—

344

494

Interest on subordinated debt

354

355

354

Total interest expense

7,589

7,405

7,923

8,374

8,734

Net interest income

17,629

16,970

15,903

16,381

17,199

Provision For Credit Losses

1,050

3,503

1,961

688

1,112

Net interest income after provision for credit losses

16,579

13,467

13,942

15,693

16,087

Noninterest Income

Wealth management fees

1,744

2,197

1,782

2,299

1,827

Service charges on deposit accounts

606

563

556

574

558

Other service charges and fees

1,096

1,028

921

1,009

1,151

Gain (loss) on the sale and disposal of bank premises and equipment

)

—

)

(Loss) on the sale of AFS securities

—

Gain on sale of loans held for sale

1,255

646

1,012

830

1,012

Gain on sale of other assets

—

3,486

—

Small business investment company income

213

110

266

Bank owned life insurance income

280

289

284

280

268

Other operating income

275

107

324

293

Total noninterest income

5,296

8,590

4,928

5,355

5,165

Noninterest Expenses

Salaries and employee benefits

9,627

9,212

8,229

9,462

8,717

Occupancy expenses

696

613

666

663

691

Equipment expenses

495

451

462

442

437

Advertising and marketing expenses

264

295

191

209

317

Stationery and supplies

ATM network fees

330

326

327

324

327

Other real estate owned expense (gain), net

—

)

—

Loss on the sale of other real estate owned

—

Loss on sale of repossessed assets

—

169

—

FDIC assessment

200

169

227

200

172

Computer software expense

432

422

354

373

389

Bank franchise tax

530

481

388

Professional fees

716

551

604

723

493

Data processing fees

553

591

486

558

469

Merger-related expenses

342

—

Other operating expenses

1,888

2,341

2,105

1,937

1,907

Total noninterest expenses

16,127

15,531

14,212

15,539

14,344

Income before income taxes

5,748

6,526

4,658

5,509

6,908

Income Tax Expense

998

1,545

918

1,175

1,324

Net income

4,750

4,981

3,740

4,334

5,584

Earnings Per Share

Net income per common share, basic

0.88

0.92

0.69

0.81

1.04

Net income per common share, diluted

0.88

0.92

0.69

0.81

1.04

EAGLE FINANCIAL SERVICES, INC.

Average Balances, Income and Expenses, Yields and Rates (unaudited)

Three Months Ended

September 30, 2026

June 30, 2026

September 30, 2025

Interest

(Dollars in thousands)

Average

Income/

Average

Income/

Average

Income/

Average

Assets:

Balance

Expense

Rate

Balance

Expense

Rate

Balance

Expense

Rate

Securities:

Taxable

109,875

1,098

3.96

116,041

1,255

4.34

124,891

1,353

4.30

Tax-Exempt (1)

—

Total Securities

109,875

1,098

3.96

116,041

1,255

4.34

124,891

1,353

4.30

Loans:

Taxable

1,492,680

22,680

6.03

1,478,699

21,675

5.88

1,423,586

20,626

5.75

Non-accrual

15,358

—

15,113

—

15,058

—

Tax-Exempt (1)

6,388

5.09

7,002

4.98

9,454

121

5.08

Total Loans

1,514,426

22,762

5.96

1,500,814

21,762

5.82

1,448,098

20,747

5.68

Federal funds sold and interest-bearing deposits in other banks

149,722

1,375

3.64

147,832

1,376

3.73

336,562

3,858

4.55

Total earning assets

1,774,023

25,235

5.64

1,764,687

24,393

5.54

1,909,551

25,958

5.39

Allowance for credit losses on loans

(18,255

)

(17,761

)

(15,699

)

Total non-earning assets

103,104

103,429

118,550

Total assets

1,858,872

1,850,355

2,012,402

Liabilities and Shareholders' Equity:

Interest-bearing deposits:

NOW accounts

302,243

1,679

2.20

313,794

1,684

2.15

314,742

1,863

2.35

Money market accounts

304,800

1,714

2.23

291,872

1,578

2.17

267,787

1,478

2.19

Savings accounts

119,006

0.11

122,424

0.10

125,512

0.11

Time deposits:

$250,000 and more

173,413

1,613

3.69

169,195

1,589

3.77

170,124

1,761

4.11

Less than $250,000

249,986

2,197

3.49

247,613

2,167

3.51

281,617

2,749

3.87

Total interest-bearing deposits

1,149,448

7,235

2.50

1,144,898

7,050

2.47

1,159,782

7,886

2.70

Federal funds purchased

—

N/M

Federal Home Loan Bank advances

—

40,000

494

4.90

Subordinated debt, net

29,619

354

4.74

29,602

355

4.81

29,552

354

4.75

Total interest-bearing liabilities

1,179,067

7,589

2.55

1,174,500

7,405

2.53

1,229,341

8,734

2.82

Noninterest-bearing liabilities:

Demand deposits

461,525

460,963

579,568

Other Liabilities

23,208

21,852

21,863

Total liabilities

1,663,800

1,657,315

1,830,772

Shareholders' equity

195,072

193,040

181,630

Total liabilities and shareholders' equity

1,858,872

1,850,355

2,012,402

Net interest income (1)

17,646

16,988

17,224

Net interest spread

3.09

3.01

2.57

Interest expense as a percent of average earning assets

1.70

1.68

1.81

Net interest margin (1)

3.95

3.86

3.58

N/M - Not meaningful

(1) Non-GAAP financial measure - Income and yields are reported on tax-equivalent basis using a federal tax rate of 21%. Please refer to the "Reconciliation of Tax-Equivalent Net Interest Income" table for additional information.

EAGLE FINANCIAL SERVICES, INC.

Reconciliation of Tax-Equivalent Net Interest Income (unaudited)

Three Months Ended

(Dollars in thousands)

9/30/2026

6/30/2026

3/31/2026

12/31/2025

9/30/2025

GAAP Financial Measurements:

Interest Income - Loans

22,745

21,744

20,713

21,268

20,722

Interest Income - Securities and Other Interest-Earnings Assets

2,473

2,631

3,113

3,487

5,211

Interest Expense - Deposits

7,235

7,050

7,225

7,526

7,886

Interest Expense - Other Borrowings

354

355

698

848

Total Net Interest Income (GAAP)

17,629

16,970

15,903

16,381

17,199

Non-GAAP Financial Measurements:

Add: Tax Benefit on Tax-Exempt Interest Income - Loans

Add: Tax Benefit on Tax-Exempt Interest Income - Securities

—

Total Tax Benefit on Tax-Exempt Interest Income

Tax-Equivalent Net Interest Income (non-GAAP)

17,646

16,988

15,923

16,407

17,224

Net interest margin (1)

3.94

3.86

3.63

3.60

3.57

Net interest margin, tax-equivalent (2)

3.95

3.86

3.63

3.61

3.58

(1) The annualized net interest margin is calculated by dividing net interest income by total average earning assets. The Company’s net interest margin is a common measure used by the financial service industry to determine how profitable earning assets are funded.

(2) Non-GAAP financial measure- The annualized net interest margin is calculated by dividing tax equivalent net interest income by total average earning assets. Tax equivalent interest income is calculated by grossing up interest income for the amounts that are non-taxable (i.e., municipal income) then subtracting interest expense. The rate utilized is 21%. The Company’s net interest margin is a common measure used by the financial service industry to determine how profitable earning assets are funded. Because the Company earns a fair amount of nontaxable interest income due to tax-exempt loan balances, net interest income for the ratio is calculated on a tax equivalent basis as described above.

EAGLE FINANCIAL SERVICES, INC.

Reconciliation of Efficiency Ratio (unaudited)

Three Months Ended

(Dollars in thousands)

9/30/2026

6/30/2026

3/31/2026

12/31/2025

9/30/2025

Summary of Operating Results:

Noninterest expenses (GAAP)

16,127

15,531

14,212

15,539

14,344

Less: Loss on other real estate owned

—

Less: Loss on sale of repossessed assets

—

169

—

Less: Merger-related expenses

342

—

Adjusted noninterest expenses (non-GAAP)

15,770

15,531

14,173

15,319

14,344

Net interest income

17,629

16,970

15,903

16,381

17,199

Noninterest income (GAAP)

5,296

8,590

4,928

5,355

5,165

Less: Gain (loss) on the sale and disposal of premises and equipment

)

—

)

Less: Gain on the sale of other assets

—

3,486

—

Adjusted noninterest income (non-GAAP)

5,289

5,108

4,928

5,356

5,167

Tax equivalent adjustment (1)

Total net interest income and noninterest income, adjusted (non-GAAP)

22,935

22,096

20,851

21,763

22,391

Efficiency ratio

68.76

70.29

67.97

70.39

64.06

(1) Non-GAAP financial measure -Includes tax-equivalent adjustments on loans and securities using the federal statutory tax rate of 21%.

EAGLE FINANCIAL SERVICES, INC.

Reconciliation of GAAP to Non-GAAP Performance Highlights (unaudited)

Three Months Ended

(dollars in thousands except for per share data)

9/30/2026

6/30/2026

3/31/2026

12/31/2025

9/30/2025

GAAP Financial Measurements:

GAAP Net income

4,750

4,981

3,740

4,334

5,584

Adjustments to net income:

(Gain) on sale of other assets

—

(3,486

)

—

Merger-related expenses

342

—

Tax effect of adjustments to net income

(72

)

732

—

Non-GAAP Adjusted Net income

5,020

2,227

3,740

4,334

5,584

GAAP Noninterest income

5,296

8,590

4,928

5,355

5,165

Adjustments to noninterest income:

Loss on sales of securities

—

(Gain) on sale of other assets

—

(3,486

)

—

Non-GAAP Adjusted Noninterest income

5,296

5,104

4,928

5,355

5,165

GAAP Noninterest expense

16,127

15,531

14,212

15,539

14,344

Adjustments to noninterest expense:

Merger-related expenses

342

—

Non-GAAP Adjusted Noninterest expense

15,785

15,531

14,212

15,539

14,344

Earnings per share, basic and diluted, GAAP

0.88

0.92

0.69

0.81

1.04

Effect of adjustments to net income

0.05

(0.51

)

—

Non-GAAP Adjusted Earnings per share, basic and diluted

0.93

0.41

0.69

0.81

1.04

Annualized return on average equity, GAAP

9.66

10.35

7.98

9.18

12.20

Effect of adjustments to net income

0.55

(5.72

—

Non-GAAP Adjusted Annualized return on average equity

10.21

4.63

7.98

9.18

12.20

Annualized return on average assets, GAAP

1.01

1.08

0.81

0.91

1.10

Effect of adjustments to net income

0.06

(0.60

—

Non-GAAP Adjusted Annualized return on average assets

1.07

0.48

0.81

0.91

1.10

EX-99.2

Filename: efsi-ex99_2.htm · Sequence: 3

Forward Looking Statements

Investment Highlights

Balance Sheet Growth

Deposit Portfolio

Loan Portfolio

Asset Quality

Earnings, Book Value and Dividends

Yield and Cost Analysis

Profitability Metrics

Capital Ratios

Non-GAAP Reconciliation

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