John Marshall Bancorp Inc 2025年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 1943 Isaac Newton SquareSuite100Reston, VA 20190(Address of Principal Executive Offices)(703) 584-0840(Registrant’s telephone number) Securities registered pursuant to Section12(b)of the Act: Name of Exchange on Which Registered Securities registered pursuant to Section12(g)of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of theExchange Act. Largeacceleratedfiler☐Acceleratedfiler☒Non-accelerated filer☐Smallerreportingcompany☒Emerginggrowthcompany☒ 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 revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Based on the closing price as reported on The Nasdaq Stock Market, LLC, the aggregate market value of the Registrant's Common Stock held by non-affiliates on June30, 2025 (the last business day of the Registrant's most recently completed second fiscal quarter) was approximately $231.6 million. Shares of Common Stock held byeach executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded from this calculation because suchpersons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of outstandingshares of the Registrant's Common Stock as of March 5, 2026 was 14,213,556. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be used in conjunction with the registrant’s 2026 Annual Meeting of Stockholders are incorporated by referenceinto Part III of this Form 10-K. TABLE OF CONTENTS PartI Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures 4244141434444PartII Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities44Item6.[Reserved]45Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item7A.Quantitative and Qualitative Disclosures About Market Risk64Item8.Financial Statements and Supplementary Data64Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure108Item9A.Controls and Procedures108Item9B.Other Information108Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections109PartIII Item10.Directors, Executive Officers and Corporate Governance109Item11.Executive Compensation109Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters109Item13.Certain Relationships and Related Tr