JMSB

EX-99.1

2 jmsb-ex99d1.htm

EX-99.1

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

1

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 th

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EX-99.1

2 jmsb-20260429xex99d1.htm

EX-99.1

Exhibit 99.1

For Immediate Release

April 29, 2026

​

Continued Net Interest Margin Growth Drives 27% Increase in Net Income

Core Deposits and Loans Expand and Asset Quality Remains Strong

​

Reston, VA – John Marshall Bancorp, Inc. (Nasdaq: JMSB) (the “Company”), parent company of John Marshall Bank (the “Bank”), reported net income of $6.1 million for the quarter ended March 31, 2026 compared to $4.8 million for the quarter ended March 31, 2025, an increase of $1.3 million or 26.8%.  Diluted earnings per common share were $0.43 for the quarter ended March 31, 2026 compared to $0.34 for the quarter ended March 31, 2025, an increase of 26.5%. Annualized return on average assets was 1.06% for the quarter ended March 31, 2026 compared to 0.87% for the quarter ended March 31, 2025. Annualized return on average equity was 9.19% for the quarter ended March 31, 2026 compared to 7.76% for the quarter ended March 31, 2025.

​

Selected Highlights

●Earnings Growth Momentum – Net income of $6.1 million for the quarter ended March 31, 2026 represented a 3.1% increase over the $5.9 million net income reported for the quarter ended December 31, 2025 or an annualized quarter-over-quarter increase of 12.7%. The quarter ended March 31, 2026 marked the seventh consecutive quarter of net income growth.  Diluted earnings per common share were $0.43 for the quarter ended March 31, 2026 and represented a 2.4% increase over the $0.42 diluted earnings per common share reported for the quarter ended December 31, 2025 or an annualized quarter-over-quarter increase of 9.7%.

●Significant Increase in Net Interest Income - For the three months ended March 31, 2026, the Company reported net interest income of $16.5 million, a $2.4 million or 17.1% increase over the prior year first quarter.

●Continued Net Interest Margin Expansion - Net interest margin expanded for the eighth consecutive quarter. Net interest margin increased 29 basis points, from 2.58% for the first quarter of 2025 to 2.87% for the first quarter of 2026. Net interest margin grew 14 basis points when compared to 2.73% for the fourth quarter of 2025.

●Focused on Core Funding and Loan Growth - The Company remains focused on driving value through core funding growth. For the twelve months ended March 31, 2026, total deposits increased $65.6 million or 3.4%.  For the twelve months ended March 31, 2026, non-interest bearing demand deposits increased $20.4 million or 4.7%. Non-interest bearing demand deposits grew $25.5 million or 5.9% from December 31, 2025 to March 31, 2026. Non-interest bearing demand deposits represented 23.1% of total deposits as of March 31, 2026, an increase from 21.9% as of December 31, 2025. For the twelve months ended March 31, 2026, gross loans increased $103.3 million or 5.5%.

●Positive Operating Leverage – Revenues (net interest income plus non-interest income) grew 15.0% for the quarter ended March 31, 2026 relative to the quarter ended March 31, 2025, while non-interest expense increased 8.2%, over the same period. This positive trend in operating leverage improved the efficiency ratio from 56.5% for the three months ended March 31, 2025 to 53.1% for the three months ended March 31, 2026.

●Strong Asset Quality – Overall credit quality of the loan portfolio remains exceptional. The Company recorded no charge-offs during the first quarter of 2026 and had no other real estate owned assets as of March 31, 2026. During the most recent quarter, management placed one U.S. Small Business Administration (“SBA”) 7(a) loan in the total amount of $984 thousand on non-accrual status, representing the Company’s only non-accrual loan as of March 31, 2026. The entire outstanding loan amount is fully guaranteed by the SBA. The Company has submitted the guaranty purchase to the SBA and expects to receive the full guarantee payment. This is the only non-accrual loan since the third quarter of 2019.

1

●Growing Book Value per Share and Dividends – Book value per share increased from $17.72 as of March 31, 2025 to $19.00 as of March 31, 2026, a 7.2% increase.  On April 28, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.09 per share on the Company’s common stock.  The dividend is payable on June 3, 2026 to shareholders of record at the close of business on May 13, 2026.  The annualized quarterly cash dividend represents a 20% increase over the 2025 annual cash dividend.

●Robust Capitalization – Each of the Bank’s regulatory capital ratios remained well in excess of the regulatory well-capitalized thresholds as of March 31, 2026.  During the three months ended March 31, 2026, the Company repurchased 103,507 shares of its common stock at a weighted average price of $19.69.

​

Chris Bergstrom, President and Chief Executive Officer, commented, “The first quarter of 2026 marks the eighth consecutive quarter of net interest margin improvement. Of the 29 basis points of margin improve

John Marshall Bancorp, Inc._January 28, 2026 0001710482false00017104822026-01-282026-01-28 ​ ​

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): January 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 January 28, 2026, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended December 31, 2025. 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 January 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: January 28, 2026

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

John Marshall Bancorp, Inc._October 29, 2025 0001710482false00017104822025-10-292025-10-29 ​ ​

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 29, 2025 ​

​ 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 29, 2025, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended September 30, 2025. 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 29, 2025.

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 29, 2025

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

0001710482false00017104822025-07-232025-07-23 ​ ​

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 23, 2025 ​

​ 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 July 23, 2025, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended June 30, 2025. 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 July 23, 2025.

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: July 23, 2025

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

0001710482false00017104822025-04-232025-04-23 ​ ​

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): April 23, 2025 ​

​ 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 April 23, 2025, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended March 31, 2025. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated April 23, 2025.

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: April 23, 2025

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

0001710482false00017104822025-01-292025-01-29 ​ ​

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): January 29, 2025 ​

​ 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 January 29, 2025, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended December 31, 2024. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated January 29, 2025.

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: January 29, 2025

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

0001710482false00017104822024-10-232024-10-23 ​ ​

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 23, 2024 ​

​ 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 23, 2024, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended September 30, 2024. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated October 23, 2024.

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 23, 2024

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

0001710482false00017104822024-07-242024-07-24 ​ ​

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, 2024 ​

​ 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 July 24, 2024, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended June 30, 2024. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated July 24, 2024.

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: July 24, 2024

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

0001710482false00017104822024-04-252024-04-25 ​ ​

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): April 25, 2024 ​

​ 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 April 25, 2024, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended March 31, 2024. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated April 25, 2024.

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: April 25, 2024

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

0001710482false00017104822024-01-242024-01-24 ​ ​

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): January 24, 2024 ​

​ 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 January 24, 2024, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter and year ended December 31, 2023. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated January 24, 2024.

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: January 24, 2024

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

0001710482false00017104822023-10-182023-10-18 ​ ​

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 18, 2023 ​

​ 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 18, 2023, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended September 30, 2023. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated October 18, 2023.

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 18, 2023

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

0001710482false00017104822023-07-212023-07-21 ​ ​

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 21, 2023 ​

​ 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 July 21, 2023, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended June 30, 2023. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated July 21, 2023.

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: July 21, 2023

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

0001710482false00017104822023-04-192023-04-19 ​ ​

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): April 19, 2023 ​

​ 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 April 19, 2023, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended March 31, 2023. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated April 19, 2023.

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: April 19, 2023

By:

/s/ Kent D. Carstater

Kent D. Carstater Senior Executive Vice President, Chief Financial Officer

​

0001710482false00017104822023-01-182023-01-18 ​ ​

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): January 18, 2023 ​

​ 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, 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 January 18, 2023, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended December 31, 2022. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated January 18, 2023.

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: January 18, 2023

By:

/s/ Kent D. Carstater

Kent D. Carstater Executive Vice President, Chief Financial Officer

​

0001710482false00017104822022-10-192022-10-19 ​ ​

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 19, 2022 ​

​ 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, 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 19, 2022, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended September 30, 2022. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated October 19, 2022.

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 19, 2022

By:

/s/ Kent D. Carstater

Kent D. Carstater Executive Vice President, Chief Financial Officer

​

0001710482false00017104822022-07-202022-07-20 ​ ​

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 20, 2022 ​

​ 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, 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 July 20, 2022, John Marshall Bancorp, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended June 30, 2022. A copy of the press release is included as Exhibit 99.1 to this report. ​ ​ Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

​

Exhibit No.

Description

99.1 ​ Press release dated July 20, 2022.

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: July 20, 2022

By:

/s/ Kent D. Carstater

Kent D. Carstater Executive Vice President, Chief Financial Officer

​