John Marshall Bancorp, Inc.

Current report

Risks Related to the Proposed Merger with Eagle

Current report

Because the exchange ratio is fixed, the number of shares of the Company’s common stock to be issued in the proposed transaction will not be adjusted for changes in the market price of the Company’s or Eagle’s common stock.

Current report

Upon completion of the proposed transaction, each outstanding share of Eagle common stock, except for certain specified shares, will be converted into the right to receive 2.00 shares of the Company’s common stock. There will be no adjustment to the merger consideration based upon changes in the market price of the Company’s common stock or Eagle’s common stock prior to the time the proposed transaction is completed, and the merger agreement cannot be terminated due to a change in the price of the Company’s common stock or Eagle’s common stock. Accordingly, the value of the merger consideration at closing may differ significantly from its value on the date the merger agreement was signed or on the dates of the shareholder meetings. Stock price changes may result from a variety of factors, including general market and economic conditions, such as inflation, trade policies and tariffs, volatility in capital markets, volatility in real estate markets, interest and currency rate fluctuations, labor availability, supply chain disruptions, global pandemics and public health crises and responses thereto, weather catastrophes and geopolitical instability, including shutdowns and threats of shutdowns of the U.S. federal government, political instability and political violence, changes in each company’s respective businesses, operations and prospects, and regulatory considerations, among other things. Many of these factors are beyond the control of the Company and Eagle.

Current report

The dilution caused by the issuance of shares of the Company’s common stock in connection with the proposed transaction may adversely affect the market price of the Company’s common stock.

Current report

In connection with the proposed transaction, the Company expects to issue approximately 10,823,230 shares of its common stock to Eagle shareholders (assuming that all holders of unvested Eagle restricted stock awards elect to receive shares of the Company’s common

Current report

stock). The dilution caused by the issuance of these new shares may result in fluctuations in the market price of the Company’s common stock, including a stock price decrease.

Current report

The Company’s shareholders will have a reduced ownership and voting interest in the Company after the proposed transaction and will exercise less influence over management.

Current report

The Company’s shareholders currently have the right to vote for the election of directors and on other matters affecting the Company. Upon completion of the proposed transaction, each of the Company’s shareholders will hold a smaller percentage ownership of the combined company than such shareholder held prior to the proposed transaction. Based on shares outstanding as of June 30, 2026, and assuming that all holders of unvested restricted stock awards elect to receive shares of the Company’s common stock, it is currently expected that the Company’s existing shareholders as a group will own approximately 56.6% of the combined company’s common stock and former Eagle shareholders as a group will own approximately 43.4%. As a result, the Company’s existing shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of the Company.

Current report

The proposed transaction will result in changes to the boards of directors of the Company and the Bank.

Current report

Upon completion of the proposed transaction, the boards of directors of the Company and the Bank will each consist of 12 directors, including six directors designated by Eagle, including Eagle’s current chair, and six directors designated by the Company, with five directors designated by each group being independent under Nasdaq standards. This new composition of the boards of directors may affect the future decisions of the Company and the Bank.

Current report

Combining the Company and Eagle may be more difficult, costly or time-consuming than expected, and the anticipated benefits and cost savings of the proposed transaction may not be realized.

Current report

The success of the proposed transaction will depend on, among other things, the combined company’s ability to combine the businesses of the Company and Eagle. If the combined company is not able to successfully achieve this objective, the anticipated benefits of the proposed transaction may not be realized fully, or at all, or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the proposed transaction could be less than anticipated, and integration may result in additional unforeseen expenses.

Current report

The Company and Eagle have operated and, until the completion of the proposed transaction, will continue to operate, independently. A successful integration of the Company’s business and Eagle’s business will depend on the ability to consolidate operations, corporate cultures, systems and procedures and to eliminate redundancies and costs. It is possible that the integration process could result in difficulties, such as the loss of key employees, the disruption of the combined company’s ongoing businesses, the inability to maintain and increase competitive presence, loan and deposit attrition, customer loss and revenue loss, additional costs or unexpected problems with operations, personnel, technology and credit, or inconsistencies in technologies, standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the proposed transaction. The loss of key employees could have an adverse effect on the combined company’s financial results and the value of its common stock. If the combined company experiences difficulties with the integration process, the anticipated benefits of the proposed transaction may not be realized fully, or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause current customers to move their accounts from Eagle or the Company to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources, and any problems with the assimilation of new operations, systems, sites or personnel could divert resources from banking operations. Additionally, general market and economic conditions or governmental actions affecting the financial industry generally may inhibit the successful integration of Eagle and the Company. These integration matters could have an adverse effect on each of Eagle and the Company during this transition period and for an undetermined period after consummation of the proposed transaction.

Current report

Combining the Company and Eagle may fail to realize the anticipated synergies of the proposed transaction.

Current report

The success of the proposed transaction will depend, in part, on the ability to realize the anticipated expense synergies and revenue synergies from combining the businesses of the Company and Eagle. To realize the anticipated synergies from the proposed transaction, the Company and Eagle must integrate and combine their businesses in a manner that permits those synergies to be realized, without adversely affecting current revenues and future growth. If the Company and Eagle are not able to successfully achieve these objectives, the anticipated benefits of the proposed transaction may not be realized fully or at all or may take longer to realize than expected. In

Current report

addition, the actual expense synergies of the proposed transaction could be less than anticipated, and integration may result in additional and unforeseen delays and expenses.

Current report

An inability to realize the full extent of the anticipated benefits of the proposed transaction, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company, which may adversely affect the value of the combined company’s common stock after the completion of the proposed transaction.

Current report

The Company and Eagle have incurred, and the combined company following the closing of the proposed transaction expects to incur, substantial expenses related to the proposed transaction and integration.

Current report

The Company and Eagle have incurred and expect to incur significant non-recurring costs associated with the proposed transaction. These costs include legal, financial advisory, accounting, consulting and other advisory fees, employee benefit-related costs, public company filing fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by either the Company or Eagle regardless of whether the proposed transaction is completed and may adversely impact the Company’s and Eagle’s earnings.

Current report

The combined company expects to incur substantial expenses in connection with consummation of the proposed transaction and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies, including facilities and systems consolidation costs and employment-related costs. The Company and Eagle may also incur additional costs to retain key employees. Although the Company and Eagle have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses, and additional unanticipated costs may be incurred in the combination of the businesses of the Company and Eagle. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the proposed transaction could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the proposed transaction. As a result of these expenses, both the Company and Eagle expect to take charges against their earnings before and after the completion of the proposed transaction. The charges taken in connection with the proposed transaction are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present. There can be no assurance that the anticipated benefits and cost savings related to the integration of the businesses will be realized to offset these transaction and integration expenses over time.

Current report

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, cannot be met, or that could have an adverse effect on the combined company following the consummation of the proposed transaction.

Current report

Before the proposed transaction may be completed, various approvals, consents, waivers, and/or non-objections must be obtained from, or notices must be filed with, the Federal Reserve, the Virginia Bureau of Financial Institutions and other regulatory authorities in the United States. In determining whether to grant these approvals, the applicable regulatory authorities consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political or regulatory environment generally.

Current report

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business following the proposed transaction or require changes to the terms of the proposed transaction. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of the proposed transaction, imposing additional material costs on or materially limiting the revenues of the combined company following the proposed transaction or otherwise reducing the anticipated benefits of the proposed transaction if the proposed transaction were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the proposed transaction. The completion of the proposed transaction is conditioned on the receipt of the requisite regulatory approvals without the imposition of any condition or restriction that would reasonably be expected to be materially burdensome to the business, operations, capital, financial condition or results of operations of the Company or Eagle following the closing (a “burdensome condition”) and the expiration of all statutory waiting periods. Additionally, the completion of the proposed transaction is conditioned on the absence of certain laws, orders, injunctions or decrees issued by any court or governmental entity of

Current report

competent jurisdiction that would prevent, prohibit or make illegal the consummation of the proposed transaction or any of the other transactions contemplated by the merger agreement.

Current report

If the consummation of the proposed transaction is delayed, including by a delay in receipt of necessary regulatory approvals, a denial of a regulatory application, or the imposition of a burdensome condition, the ongoing business and financial results of each company may also be adversely affected.

Current report

Failure to complete the proposed transaction could negatively affect the share prices, future business and financial results of the Company and Eagle.

Current report

The completion of the proposed transaction is subject to a number of customary conditions which must be fulfilled in order to complete the proposed transaction. These conditions to the consummation of the proposed transaction may not be fulfilled and, accordingly, the proposed transaction may not be completed. In addition, if the proposed transaction is not completed by September 30, 2027, either the Company or Eagle may choose to terminate the merger agreement at any time after that date if the failure to consummate the transactions contemplated by the merger agreement is not caused by any breach of the merger agreement by the party electing to terminate the merger agreement, before or after shareholder approval. The Company and Eagle may elect to terminate the merger agreement in other circumstances as well. If the merger agreement is terminated under certain circumstances, either the Company or Eagle may be required to pay a termination fee of $10.1 million to the other party.

Current report

If the proposed transaction is not consummated, the ongoing business and financial results of each company may be adversely affected and each company will be subject to risks, including significant declines in its share price to the extent that the current market prices reflect an assumption by the market that the proposed transaction will be completed, litigation related to any failure to complete the proposed transaction, and negative reactions from their respective customers and employees. If the consummation of the proposed transaction is delayed, including by the receipt of a competing acquisition proposal, the business, financial condition and results of operations of each company may be adversely affected.

Current report

In addition, each company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the proposed transaction is not completed, the companies would have to recognize these expenses without realizing the expected benefits of the proposed transaction. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the proposed transaction, including the diversion of management attention from pursuing other opportunities and the constraints in the merger agreement on the ability to make significant changes to each company’s ongoing business during the pendency of the proposed transaction, could have an adverse effect on each company’s business, financial condition and results of operations.

Current report

Additionally, the Company’s or Eagle’s business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the proposed transaction, without realizing any of the anticipated benefits of completing the proposed transaction, and the market price of the Company’s common stock or Eagle’s common stock might decline to the extent that the current market price reflects a market assumption that the proposed transaction will be completed. If the merger agreement is terminated and a company’s board of directors seeks another merger or business combination, such company’s shareholders cannot be certain that such company will be able to find a party willing to engage in a transaction on more attractive terms than the proposed transaction.

Current report

The Company will be subject to business uncertainties and contractual restrictions while the proposed transaction is pending.

Current report

Uncertainty about the effect of the proposed transaction on counterparties to contracts, employees, customers (including depositors and borrowers), suppliers, vendors and other parties may have an adverse effect on the Company’s business, financial condition and results of operations. These uncertainties may impair the Company’s ability to attract, retain and motivate key personnel and customers pending the consummation of the proposed transaction, and could cause those who deal with the Company to seek to change existing business relationships with the Company or fail to extend an existing relationship. In addition, competitors may target the Company’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the proposed transaction.

Current report

The pursuit of the proposed transaction and the preparation for the integration of the two companies may place a significant burden on the Company’s management and internal resources. In addition, the merger agreement restricts the Company from taking certain actions without Eagle’s consent while the proposed transaction is pending. These restrictions could have an adverse effect on the Company’s business, financial condition and results of operations.

Current report

The merger agreement contains provisions that may discourage other companies from pursuing, announcing or submitting a business combination proposal to the Company that might result in greater value to the Company’s shareholders.

Current report

The merger agreement generally prohibits the Company from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding, any acquisition proposal or offers for competing transactions. If the merger agreement is terminated under certain circumstances, the Company may be required to pay Eagle a termination fee of $10.1 million. The Company also has an unqualified obligation to submit the issuance of shares of its common stock in connection with the proposed transaction to a vote of its shareholders, even if the Company receives an unsolicited proposal that its board of directors believes is superior to the proposed transaction. In addition, each member of the Company’s board of directors and certain of its officers, in their capacities as shareholders, have entered into voting agreements that require them, among other things, to vote their shares in favor of the share issuance and against alternative transactions, subject to certain exceptions. These provisions could discourage a potential third party from pursuing, announcing or submitting a business combination proposal that might result in greater value to the Company’s shareholders than the proposed transaction.

Current report

Litigation relating to the proposed transaction could result in significant costs, management distraction, and/or a delay of or injunction against the proposed transaction, and/or otherwise negatively impact the business and operations of the Company and Eagle.

Current report

While Eagle and the Company believe that any claims that may be asserted by purported shareholder plaintiffs related to the proposed transaction would be without merit, the results of any such potential legal proceedings are difficult to predict and could delay or prevent the proposed transaction from being completed in a timely manner. The existence of litigation related to the proposed transaction could affect the likelihood of obtaining the required approvals from shareholders of Eagle and the Company. Moreover, any litigation could be time-consuming and expensive and divert the attention of management of Eagle and the Company away from their regular business. Further, any lawsuit adversely resolved against Eagle, the Company or members of the Eagle or Company boards of directors could have an adverse effect on each party’s business, financial condition and results of operations.

Current report

If any action remains unresolved, it could prevent or delay the completion of the proposed transaction. One of the conditions to the consummation of the proposed transaction is that no law, order, injunction or decree issued by any court or governmental entity of competent jurisdiction that would restrict, prohibit or make illegal the completion of the proposed transaction or any of the other transactions contemplated by the merger agreement be in effect. Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a regulatory authority issues an order or other directive restricting, prohibiting or making illegal the consummation of the transactions contemplated by the merger agreement (including the proposed transaction), then such injunctive or other relief may delay or prevent the proposed transaction from becoming effective in a timely manner or at all and could result in significant costs to the Company and/or Eagle, including any cost associated with the indemnification of directors and officers of each company.

Current report

Interest rate volatility may adversely impact the fair value adjustments of investments and loans acquired in the proposed transaction.

Current report

Upon the closing of the proposed transaction, the combined company will need to adjust the fair value of Eagle’s investment and loan portfolios. Volatility in the interest rate environment could have the effect of increasing the magnitude of the purchase accounting marks relating to such fair value adjustments, thereby increasing initial tangible book value dilution, extending the tangible book value earn-back period, and negatively impacting the combined company’s capital ratios, which may result in the combined company taking steps to strengthen its capital position.