What the changes say
- The bank faces heightened loan loss and commercial real estate risks, updating figures for concentrations, uninsured deposits, and large borrower counts.
What changed since the prior 10-K
New
- NewRisks Related to Our Lending Activities
loan credit losses are necessarily subjective and their accuracy depends on the outcome of future events. As of December 31, 2025, the allowance for loan credit losses was $19.8 million or 1.00% of total loans, net of unearned income
As of December 31, 2025, our allowance for loan credit losses was $19.8 million or 1.00% of total loans, and regulatory agencies may force us to increase provisions or charge-offs.
- NewRisks Related to Our Lending Activities
holding costs. In addition, we may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of time while we attempt to dispose of it
Commercial real estate, commercial and industrial, and construction loans face losses from business downturns, higher interest rates, and commodity prices, potentially forcing us to foreclose and hold real property.
- NewRisks Related to Our Business, Industry and Markets
our earnings. Many factors impact interest rates, including governmental monetary policies, inflation, recession, changes in unemployment, the money supply, and international disorder and instability in domestic and foreign financial markets
Interest rate increases can drive borrower defaults and reduce property marketability, while declining rates can accelerate loan prepayments.
- NewRisks Related to an Investment in Our Common Stock
We are subject to the potential adverse effects of a U.S. federal government shutdown
A U.S. federal government shutdown could disrupt regulatory functions and the Internal Revenue Service or Small Business Administration, delaying loan originations and hurting borrowers dependent on federal income.
Dropped
- DroppedRisks Related to Our Lending Activities
commodities, goods and services. Our underwriting, review and monitoring cannot eliminate all of the risks related to these loans
Reworded
- 67% rewrittenRisks Related to Our Business, Industry and Markets
Interest rate shifts may reduce net interest income and otherwise negatively impact our financial condition and results of operations
Truncated sentence ending at negatively impact.
- 52% rewrittenRisks Related to Our Lending Activities
Our allowance for loan credit losses may be inadequate to absorb expected losses inherent in the loan portfolio
No substantive textual changes made to the allowance for loan credit losses risk description.
- 41% rewrittenRisks Related to an Investment in Our Common Stock
We currently qualify as an “emerging growth company” and a “smaller reporting company,” and the reduced disclosures and relief from certain other significant disclosure requirements that are available to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors
Added disclosure that the bank also qualifies as a smaller reporting company.
- 35% rewrittenRisks Related to Funding and Liquidity
Liquidity risk could impair our ability to fund operations and meet our obligations as they become due
No substantive textual changes made to liquidity risk.
- 33% rewrittenRisks Related to Our Lending Activities
A significant percentage of our loans are attributable to a relatively small number of borrowers
Updated figures for December 31, 2025: the 10 largest borrowing relationships accounted for 11.7% and the largest single relationship 1.5% of loans.
- 31% rewrittenRisks Related to Funding and Liquidity
The proportion of our deposit account balances that exceed FDIC insurance limits may expose the Bank to enhanced liquidity risk in times of financial distress
Added the specific figure that uninsured or uncollateralized deposits represented 35.1% of total deposits as of December 31, 2025.
- 28% rewrittenRisks Related to Our Lending Activities
We are exposed to higher credit risk by commercial real estate, commercial and industrial and construction and development-based lending as well as relationship exposure with a number of large borrowers
Updated loan portfolio percentages and relationship counts for December 31, 2025: CRE 59.6%, C&I 2.5%, construction 11.3%, and 29 relationships over $10 million.
- 23% rewrittenRisks Related to Funding and Liquidity
Our deposit portfolio includes significant concentrations and a large percentage of our deposits are attributable to a relatively small number of customers
Updated figures for December 31, 2025: the 10 largest depositor relationships accounted for 16.7% and the largest depositor 3.6% of deposits.
- 23% rewrittenRisks Related to Our Lending Activities
Lack of seasoning of our loan portfolio could increase risk of credit defaults in the future
- 22% rewrittenRisks Related to Our Operations
System failure or breaches of our network security, including as a result of cyber-attacks or data security breaches, could subject us to increased operating costs as well as litigation and other liabilities
- 21% rewrittenRisks Related to Our Lending Activities
If our non-performing assets increase, our earnings will be adversely affected
All 51 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Lending Activities
- 01We may not be able to measure and limit our credit risk adequately, which could adversely affect our profitability
- 02Our allowance for loan credit losses may be inadequate to absorb expected losses inherent in the loan portfolio52% rewritten
- 03loan credit losses are necessarily subjective and their accuracy depends on the outcome of future events. As of December 31, 2025, the allowance for loan credit losses was $19.8 million or 1.00% of total loans, net of unearned incomeNew
- 04If our non-performing assets increase, our earnings will be adversely affected21% rewritten
- 05Our focus on lending to small to medium-sized businesses may increase our credit risk
- 06We are exposed to higher credit risk by commercial real estate, commercial and industrial and construction and development-based lending as well as relationship exposure with a number of large borrowers28% rewritten
- 07holding costs. In addition, we may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of time while we attempt to dispose of itNew
- 08A significant percentage of our loans are attributable to a relatively small number of borrowers33% rewritten
- 09Lack of seasoning of our loan portfolio could increase risk of credit defaults in the future23% rewritten
- 10The appraisals and other valuation techniques we use in evaluating and monitoring loans secured by real property and other real estate owned may not accurately reflect the net value of the asset
Risks Related to Funding and Liquidity
- 11Our deposit portfolio includes significant concentrations and a large percentage of our deposits are attributable to a relatively small number of customers23% rewritten
- 12Limits on our ability to use brokered deposits as part of our funding strategy may adversely affect our ability to grow
- 13Liquidity risk could impair our ability to fund operations and meet our obligations as they become due35% rewritten
- 14The proportion of our deposit account balances that exceed FDIC insurance limits may expose the Bank to enhanced liquidity risk in times of financial distress31% rewritten
- 15Unrealized losses in our securities portfolio could affect liquidity
Risks Related to Our Business, Industry and Markets
- 16We operate in a highly competitive market and face increasing competition from a variety of traditional and new financial services providers
- 17Failure to keep up with the rapid technological changes in the financial services industry could have an adverse effect on our competitive position and profitability
- 18Interest rate shifts may reduce net interest income and otherwise negatively impact our financial condition and results of operations67% rewritten
- 19our earnings. Many factors impact interest rates, including governmental monetary policies, inflation, recession, changes in unemployment, the money supply, and international disorder and instability in domestic and foreign financial marketsNew
- 20The fair value of our investment securities can fluctuate due to factors outside of our control
- 21Inflation can have an adverse impact on our business and on our customers
- 22Monetary policies and regulations of the Federal Reserve could have an adverse effect on our business, financial condition and results of operations
Risks Related to Our Operations
- 23We are subject to certain operational risks, including, but not limited to, customer or employee fraud and data processing system failures and errors
- 24We rely on third parties to provide key components of our business infrastructure
- 25We follow a relationship-based operating model and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance
- 26We may be adversely affected by the lack of soundness of other financial institutions or market utilities
- 27External and internal risk has proliferated in recent years
- 28Our risk management framework may not be effective in mitigating risks and/or losses to us
- 29System failure or breaches of our network security, including as a result of cyber-attacks or data security breaches, could subject us to increased operating costs as well as litigation and other liabilities22% rewritten
- 30The Company’s business continuity plans or data security systems could prove to be inadequate, resulting in a material interruption in, or disruption to, its business and a negative impact on results of operations
- 31We are dependent on the use of data and modeling in both our management’s decision-making generally and in meeting regulatory expectations in particular
- 32We are exposed to risk of environmental liabilities with respect to properties to which we obtain title
Risks Related to our Regulatory Environment
- 33Our industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a materially adverse effect on our operations
- 34Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and defines “capital” for calculating these ratios
- 35Our use of third party vendors and our other ongoing third party business relationships are subject to increasing regulatory requirements and attention
- 36Regulatory requirements affecting our loans secured by commercial real estate could limit our ability to leverage our capital and adversely affect our growth and profitability
- 37Changes in accounting standards could materially impact our financial statements
- 38Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business
Risks Related to an Investment in Our Common Stock
- 39We currently qualify as an “emerging growth company” and a “smaller reporting company,” and the reduced disclosures and relief from certain other significant disclosure requirements that are available to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors41% rewritten
- 40If we fail to design, implement and maintain effective internal control over financial reporting or remediate any future material weakness in our internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud
- 41We may issue additional equity securities, or engage in other transactions, which could affect the priority of our common stock, which may adversely affect the market price of our common stock
- 42Our common stock is subordinate to our existing and future indebtedness
- 43Our corporate governance documents, and corporate and banking laws applicable to us, could make a takeover more difficult and adversely affect the market price of our common stock
- 44An investment in our common stock is not an insured deposit and is not guaranteed by the FDIC, so you could lose some or all of your investment
- 45We currently intend to pay dividends on our common stock; however, our future ability to pay dividends is subject to restrictions
- 46While the Company’s common stock is currently listed on the Nasdaq Capital Market, it has less liquidity than stocks for larger companies listed on national securities exchanges
- 47If we are not able to continue our historical levels of growth, we may not be able to maintain our historical revenue trends
- 48Scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to the Company’s environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks
- 49We are dependent on our management team and key employees
- 50The development and use of Artificial Intelligence (“AI”) presents risks and challenges that may adversely impact the Company’s business
- 51We are subject to the potential adverse effects of a U.S. federal government shutdownNew
Other John Marshall Bancorp 10-Ks
- FY2024 10-K risk factors48 risks
The company relies heavily on commercial real estate and relationship-based lending to small and medium-sized businesses. It faces key risks from uninsured deposits and a concentrated deposit base. Technology failures, cyber-attacks, and stringent banking regulations heavily impact its operational continuity and capital requirements.
Filed Mar 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.