Eagle Financial Services Inc

1. 1

   EFSI Merger Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger, the accompanying Plan of Merger, and the transactions contemplated by them, including the merger of George Sub with and into EFSI followed immediately by the merger of EFSI with and into JMSB.

   More detail

   The proposal asks EFSI shareholders to approve the Merger Agreement, the accompanying Plan of Merger, and all related transactions. The transaction includes George Sub merging into EFSI, EFSI then merging into JMSB, and Bank of Clarke merging into John Marshall Bank. EFSI shareholders would receive two shares of JMSB common stock for each eligible EFSI share, subject to the agreement’s terms and treatment of fractional shares and equity awards. Approval is legally necessary for the transaction to close because it is a stated closing condition. The merger is structured as a stock-for-stock combination and is intended, together with the holding-company merger, to qualify as a tax reorganization under Section 368(a) of the Internal Revenue Code. The transaction would create a larger combined banking organization with shared governance, expanded scale, and management roles for executives from both companies. EFSI’s board considered strategic fit, diversification, scale, anticipated synergies, financial effects, shareholder value, regulatory matters, and the opinions of Piper Sandler and legal counsel. The board also considered execution, integration, regulatory, market-value, and management-interest risks. All present EFSI directors unanimously approved the Merger Agreement and related transactions and recommend that shareholders vote FOR the proposal.

2. 2

   EFSI Advisory Proposal on Specified Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to EFSI’s named executive officers in connection with the First Merger.

   More detail

   The proposal asks shareholders to approve, on an advisory and non-binding basis, specified compensation that may be paid to EFSI’s named executive officers in connection with the First Merger. The resolution covers the compensation table and related narrative disclosure describing potential merger-related payments and benefits. The disclosed arrangements include cash severance, cash bonuses, change-in-control enhancements, accelerated vesting of restricted stock awards, welfare-continuation benefits, and outplacement services. The named executive officers identified are Brandon C. Lorey, Kathleen J. Chappell, and Joseph T. Zmitrovich. The estimated total amounts are approximately $3.29 million, $1.73 million, and $2.25 million, respectively, under the filing’s assumptions. The vote is separate from the vote on the Merger Agreement, so shareholders may approve one and reject the other. Because the vote is advisory, it is not binding on EFSI or JMSB, and the contractual compensation generally remains payable if the merger closes regardless of the vote’s outcome. The arrangements reflect both single-trigger equity acceleration and double-trigger severance or benefit provisions, depending on the component. The board recommends voting FOR, while acknowledging that the compensation is connected to executive employment agreements, change-in-control protections, and the proposed combination.

3. 3

   EFSI Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the EFSI special meeting, if necessary or appropriate, to solicit additional proxies for the merger proposal or provide shareholders with a timely supplement or amendment to the proxy statement/prospectus.

   More detail

   The proposal asks shareholders to authorize adjournment of the EFSI special meeting if additional time is needed. The stated purposes are to solicit additional proxies for the EFSI Merger Proposal or to ensure timely delivery of a supplemental or amended proxy statement/prospectus. An adjournment could be used when the meeting lacks enough favorable votes or when updated disclosure must reach shareholders before voting proceeds. The proposal does not itself approve the merger and is not a condition to completion of the Mergers. Approval requires a majority of votes cast by EFSI shares present virtually or represented by proxy and entitled to vote. Abstentions, failures to vote, and broker non-votes have no effect on this proposal. If approved, EFSI may use the additional period to solicit proxies, including from shareholders who have already voted. The meeting may also be postponed if a quorum is absent, although the adjournment proposal is principally framed as a mechanism to obtain additional support or distribute updated materials. The board recommends voting FOR because preserving the ability to obtain additional votes could help the company satisfy the separate two-thirds approval requirement for the merger proposal.

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When is the Eagle Financial Services Inc 2026 special meeting?

Eagle Financial Services Inc (EFSI) holds its 2026 special shareholder meeting on Thursday, November 19, 2026.

What is the record date for the Eagle Financial Services Inc 2026 meeting?

The record date for the Eagle Financial Services Inc 2026 meeting is Tuesday, October 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Eagle Financial Services Inc's 2026 meeting?

The board is presenting 12 director nominees at the Eagle Financial Services Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Eagle Financial Services Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Eagle Financial Services Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.