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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): February 26, 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, 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 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2025, Lim P. Nguonly, a director of John Marshall Bancorp, Inc. (the “Company”) and John Marshall Bank (the “Bank”), a wholly-owned subsidiary of the Company, notified the Company and the Bank that he will not stand for re-election to the Board of Directors of the Company at its 2025 annual meeting of shareholders and will retire from the Boards of Directors of the Company and the Bank effective at the conclusion of the next Board of Directors meeting to be held on March 18, 2025.  Mr. Nguonly no longer resides in the Company’s market area and is retiring to pursue other interests. His decision did not result from any disagreement with the Company or the Bank on any matter relating to either entity’s operations, policies, or practices.

  

 

Exhibit No.

  

Description

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: February 28, 2025

 

 

By:

 

/s/ Kent D. Carstater

 

 

 

Kent D. Carstater

Senior Executive Vice President, Chief Financial Officer

v3.25.0.1
Document and Entity Information
Feb. 26, 2025
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Feb. 26, 2025
Entity File Number 001-41315
Entity Registrant Name John Marshall Bancorp, Inc.
Entity Incorporation, State or Country Code VA
Entity Tax Identification Number 81-5424879
Entity Address State Or Province VA
Entity Address, Address Line One 1943 Isaac Newton Square
Entity Address, Adress Line Two Suite 100
Entity Address, City or Town Reston
Entity Address, Postal Zip Code 20190
City Area Code 703
Local Phone Number 584-0840
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol JMSB
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period true
Entity Central Index Key 0001710482
Amendment Flag false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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