8-K

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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): July 24, 2025

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 July 24, 2025, the Registrant issued a press release announcing the results for the quarter ended June 30, 2025.

A copy of the Company’s press release with respect to the results for the quarter ended June 30, 2025 is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02. The Registrant also announced in the press release that it will host a conference call for investors and analysts on Friday, July 25, 2025 at 10 a.m. (Eastern Time) to discuss second quarter results.

Item 7.01 Regulation FD Disclosure

Attached as Exhibit 99.2 to this report is the earnings presentation which also may be used in connection with potential meetings with investors and/or analysts.

The information provided pursuant to these Items 2.02 and 7.01 is to be considered “furnished” pursuant to Form 8-K and shall not be deemed to be “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 or the Exchange Act, except as expressly set forth by specific reference in such report or filing. The filing of this Current Report 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.

A cautionary note about forward-looking statements: This Current Report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can include statements about estimated cost savings, plans and objectives for future operations and expectations about the Company’s financial and business performance as well as economic and market conditions. They often can be identified by the use of words like “expect,” “may,” “could,” “intend,” “project,” “estimate,” “believe” or “anticipate.” By their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. You are cautioned that actual results may differ materially from those contained in the forward-looking statement.

Any forward-looking statements are intended to speak only as of the date of this Current Report, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made or to reflect the occurrence of unanticipated events.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit

No.

Description

99.1

99.2

104

Press release, dated July 24, 2025

Eagle Financial Services, Inc. Investor Presentation

Cover Page Interactive Data File – the cover page XBRL tags are embedd

EX-99.1

2 efsi-ex99_1.htm

EX-99.1

EX-99.1

Exhibit 99.1

EAGLE FINANCIAL SERVICES, INC. ANNOUNCES

2022 THIRD QUARTER RECORD EARNINGS

AND INCREASED SHAREHOLDER DIVIDEND

Contact:

Kathleen J. Chappell, Executive Vice President and CFO

540-955-2510

kchappell@bankofclarke.com

BERRYVILLE, VIRGINIA (October 27, 2022) – Eagle Financial Services, Inc. (OTCQX: EFSI), the holding company for Bank of Clarke County, whose divisions include Eagle Investment Group, announced its third quarter 2022 results and quarterly dividend. On October 26, 2022, the Board of Directors announced a quarterly common stock cash dividend of $0.30 per common share, payable on November 21, 2022, to shareholders on record on November 7, 2022. Select highlights for the third quarter include:

• Net income of $4.1 million

• Return on average total assets of 1.12%

• Return on average total equity of 15.93%

• Basic and diluted earnings per share of $1.17

• Loan activity:

▪ PPP forgiveness/paydowns - $2.2 million

▪ Sales - $31.3 million

▪ Net growth - $80.1 million

Brandon Lorey, President and CEO, stated, "Despite the headwinds of increasing costs of funds, I am thrilled to announce a record earnings quarter for Eagle Financial Services, Inc. at $4.08 million and continued growth in both loans and deposits. Net loan growth was $80.1 million driven largely by our commercial lending in our eastern markets coupled with continued deposit growth across our entire footprint. Earnings per share topped $1.17, the Bank’s highest EPS figure in its long history. We remain laser focused on our cost of funds and maintaining adequate growth rates for both loans and deposits. I am also very happy to announce another increase of $.01 in the EFSI dividend as we continue our long-standing tradition of sharing the organization’s success with its shareholders. As always, I would like to thank our staff for their continued and tireless work in putting our customers in the center of everything we do, as we work to earn the moniker of being the trusted financial partners for all we serve in the Valley and Northern Virginia."

Income Statement Review

Net income for the quarter ended September 30, 2022 was $4.1 million reflecting an increase of 2.3% from the quarter ended June 30, 2022 and an increase of 42.1% from the quarter ended September 30, 2021. The increase from the quarters ended June 30, 2022 and September 30, 2021 was mainly driven by increased net interest income led by strong loan growth. Net income was $4.0 million for the three-month period ended June 30, 2022 and $2.9 million for the quarter ended September 30, 2021.

Net interest income for the quarters ended September 30, 2022 was $12.9 million reflecting an increase of 11.6% from the quarter ended June 30, 2022 and an increase of 24.0% from the quarter ended September 30, 2021. Net interest income was $11.9 million and $10.4 million for the quarters ended June 30, 2022 and September 30, 2021, respectively. The increase in net interest income from the quarters ended June 30, 2022 and September 30, 2021 resulted primarily from growth in the Company’s loan portfolio along with the rising interest rate environment.

Total loan interest income was $13.3 million and $11.7 million for the quarters ended September 30, 2022 and June 30, 2022, respectively. Total loan interest income was $10.0 million for the quarter ended September 30, 2021. Total loan interest income increased $3.2 million or 32.2% from the quarter ended September 30, 2021 to the quarter ended September 30, 2022. Average loans for the quarter ended September 30, 2022 were $1.17 billion compared to $902.8 million for the quarter ended September 30, 2021. The tax equivalent yield on average loans for the quarter ended September 30, 2022 was 4.51%, an increase of nine basis points from the 4.42% average yield for the same time period in 2021. The majority of this increase in yield can be attributed to the current rising interest rate environment.

Interest and dividend income from the investment portfolio was $932 thousand for the quarter ended September 30, 2022 compared to $939 thousand for the quarter ended June 30, 2022. Interest income and dividend income from the investment portfolio was $707 thousand for the quarter ended September 30, 2021. The slight decrease in interest and dividend income between the second and third quarters of 2022 resulted from the sale of securities during the third quarter of 2022. The increase in interest and dividend income between the quarters ended September 30, 2022 and September 30, 2021 resulted from the increase in yields on securities purchased during 2022 as well as the increase in the balance of the investment portfolio. Average investments for the quarter ended September 30, 2022 were $181.6 million compared to $179.5 million for the quarter ended September 30, 2021. The tax equivalent yield on average investments for the quarter ended September 30, 2022 was 2.07%, up three basis