JMSB 8-K
John Marshall Bancorp, Inc. (JMSB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As more fully described in the attached press release dated August 19, 2026, the Board of Directors of John Marshall Bancorp, Inc. (Nasdaq: JMSB) (the “Company”) authorized the extension of the Company’s stock repurchase program (the “Repurchase Program”) on August 18, 2026. The Repurchase Program was originally adopted on August 18, 2021 and was set to expire on August 31, 2026. Under the Repurchase Program, the Company may repurchase up to 700,000 shares of its common stock, par value of $0.01 per share, or approximately 5% of its outstanding shares of common stock. As of June 30, 2026, the Company had approximately 14.11 million shares outstanding.
Any purchases under the Repurchase Program may be made periodically as permitted by securities laws and other legal requirements in the open market or in privately-negotiated transactions. Open market purchases will be conducted in accordance with the limitations set forth in Securities and Exchange Commission (“SEC”) Rule 10b-18 and other applicable legal requirements. Repurchases may be made pursuant to any trading plan that may be adopted in accordance with SEC Rule 10b5-1, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. Under applicable law, repurchased shares will be cancelled and revert to the status of authorized but unissued shares. The timing and amount of repurchases of shares, if any, will be determined by the Company’s management, based on its evaluation of market conditions, business, legal and other factors. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form 10-K filed with the SEC as required by the applicable rules of the Securities Exchange Act of 1934.
The Company currently anticipates the Repurchase Program will expire on August 31, 2027, or earlier if all the shares subject to the Repurchase Program have been repurchased. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares. The Repurchase Program may be extended, modified, suspended or terminated at any time without notice, in the Company’s discretion, based upon a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, the need for capital in the Company’s operations and other factors deemed appropriate. These factors may also affect the timing and amount of stock repurchases.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
Exhibit No. | | Description |
99.1 | ||
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.
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| JOHN MARSHALL BANCORP, INC. | ||||
Date: August 19, 2026 |
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| By: |
| /s/ Kent D. Carstater | |
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| Kent D. Carstater Senior Executive Vice President, Chief Financial Officer | |||
Exhibit 99.1
John Marshall Bancorp, Inc. Announces Extension of Stock Repurchase Program
RESTON, VA -- (Businesswire – August 19, 2026) - John Marshall Bancorp, Inc. (Nasdaq: JMSB) (the “Company”), the parent holding company for John Marshall Bank, today announced that its Board of Directors (the "Board") authorized the extension of the stock repurchase program (the "Stock Repurchase Program") through August 31, 2027, pursuant to which the Company is authorized to purchase up to 700,000 shares of the Company’s outstanding common stock. To date, the Company has repurchased 242,150 shares, or $4.5 million under the Stock Repurchase Program. The Stock Repurchase Program may be suspended, terminated, amended or modified by the Board at any time without prior notice at the Board’s discretion. The Stock Repurchase Program was originally approved by the Board in 2021 and was set to expire on August 31, 2026. Other than the extension of the Stock Repurchase Program for an additional year, no changes were made to the Stock Repurchase Program.
The Stock Repurchase Program is expected to be funded using the Company’s cash on hand and cash from operations of John Marshall Bank. Repurchases under the Stock Repurchase Program may be made, from time to time, in amounts and at prices the Company deems appropriate. The Stock Repurchase Program does not obligate the Company to purchase any shares of its common stock. Repurchases by the Company under the Stock Repurchase Program will be subject to general market and economic conditions, applicable legal and regulatory requirements and other considerations.
About John Marshall Bancorp, Inc.
John Marshall Bancorp, Inc. is the bank holding company for John Marshall Bank. The Bank is headquartered in Reston, Virginia with eight full-service branches located in Alexandria, Arlington, Loudoun, Prince William, Reston, and Tysons, Virginia, as well as Rockville, Maryland, and Washington, D.C. The Bank is dedicated to providing exceptional value, personalized service and convenience to local businesses and consumers in the Washington, D.C. Metropolitan area. The Bank offers a comprehensive line of sophisticated banking products and services along with experienced staff to help achieve customers’ financial goals. Dedicated relationship managers serve as direct points-of-contact, providing subject matter expertise in a variety of niche industries including commercial real estate, trade contractors, government contractors, health services, nonprofits, private and charter schools, professional services, property management, community associations, and title and escrow services. Learn more at www.johnmarshallbank.com. Follow the Bank on LinkedIn at: https://www.linkedin.com/company/john-marshall-bank/.
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and the Bank include, but are not limited to, the following: the concentration of our business in the Washington, D.C. metropolitan area and the effect of changes in the economic, political and environmental conditions on this market, including shutdowns and potential reductions in spending by the United States government, and related reductions in the federal workforce; adequacy of our allowance for loan credit
losses, allowance for unfunded commitments credit losses, and allowance for credit losses associated with our held-to-maturity and available-for-sale securities portfolios; deterioration of our asset quality; future performance of our loan portfolio with respect to recently originated loans; the level of prepayments on loans and mortgage-backed securities; liquidity, interest rate and operational risks associated with our business; changes in our financial condition or results of operations that reduce capital; our ability to maintain existing deposit relationships or attract new deposit relationships; changes in consumer spending, borrowing and savings habits; inflation and changes in interest rates that may reduce our margins or reduce the fair value of financial instruments; changes in the monetary and fiscal policies of the United States government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; additional risks related to new lines of business, products, product enhancements or services; increased competition with other financial institutions and fintech companies; adverse changes in the securities markets; changes in the financial condition or future prospects of issuers of securities that we own; our ability to maintain an effective risk management framework; changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements; compliance with legislative or regulatory requirements; results of examination of us by our regulators, including the possibility that our regulators may require us to increase our allowance for credit losses or to write-down assets or take similar actions; potential claims, damages, and fines related to litigation or government actions; the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting; geopolitical conditions, including trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, negatively impacting business and economic conditions in the U.S. and abroad; the effects of weather-related or natural disasters, which may negatively affect our operations and/or our loan portfolio and increase our cost of conducting business; public health events (such as the COVID-19 pandemic) and governmental and societal responses thereto; technological risks and developments, and cyber threats, attacks, or events; changes in accounting policies and practices; our ability to successfully capitalize on growth opportunities; our ability to retain key employees; deteriorating economic conditions, either nationally or in our market area, including higher unemployment and lower real estate values; implications of our status as a smaller reporting company and as an emerging growth company; and other factors discussed in the Company’s reports (such as our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.
Contact:
Kent D. Carstater
SEVP - Chief Financial Officer
(703) 289-5922