EFSI Eagle Financial Services Inc

 

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 13, 2025

 

 

EAGLE FINANCIAL SERVICES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Virginia			001-42512	54-1601306
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2 East Main Street
Berryville, Virginia				22611
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (540) 955-2510

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $2.50 par value per share		EFSI		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 ☐

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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. ☐

 

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Item 8.01 Other Events.

On February 13, 2025, Eagle Financial Services, Inc. (the “Company”) issued a press release announcing that the underwriters for its recently completed public offering have exercised their overallotment option and completed the sale of an additional 234,375 shares of common stock at the public offering price of $32.00 per share. The net proceeds to the Company of the sale of the additional shares of common stock, after deducting the underwriting discount and commissions, are expected to be approximately $7.1 million. A copy of the Company’s press release dated February 13, 2025 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

The following are filed as exhibits to this Current Report on Form 8-K:

d) Exhibits.

Exhibit Number		Description
99.1		Press Release announcing the exercise and closing of the overallotment option dated February 13, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

			EAGLE FINANCIAL SERVICES, INC.
Date:	February 13, 2025	By:	/s/ Kathleen J. Chappell
			Kathleen J. Chappell Executive Vice President and Chief Financial Officer

 

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Exhibit 99.1

 

Eagle Financial Services, Inc. Announces Closing of Overallotment Option

and Issuance of 234,375 Shares of Common Stock

BERRYVILLE, VA (February 13, 2025) – Eagle Financial Services, Inc. (Nasdaq: EFSI) (the “Company”), parent company of Bank of Clarke, today announced that the underwriters for its recently completed public offering have exercised their overallotment option and completed the sale of an additional 234,375 shares of common stock at the public offering price of $32.00 per share. The expected proceeds to the Company in connection with the exercise of the option and the issuance of the additional shares, after deducting the underwriting discount and commissions but before deducting operating expenses payable by the Company, are approximately $7.1 million. The Company’s common stock trades on the Nasdaq Capital Market under the ticker symbol “EFSI.”

Keefe, Bruyette & Woods, A Stifel Company served as the sole bookrunner for the offering, and D.A. Davidson & Co. acted as the lead manager.

 

Additional Information Regarding the Offering

The offering of common stock was made pursuant to a registration statement on Form S-3 (File No. 333-269804) that was declared effective by the Securities and Exchange Commission (the “SEC”) on February 28, 2023. A final prospectus supplement dated February 6, 2025 and accompanying prospectus dated February 28, 2023, which form part of the registration statement, have been filed with the SEC. Prospective investors should read the final prospectus supplement and the accompanying prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the offering. Copies of these documents are available at no charge by visiting the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus related to the offering may be obtained by contacting Keefe, Bruyette & Woods, A Stifel Company by telephone at (800) 966-1559 or by e-mail at USCapitalMarkets@kbw.com.

No Offer or Solicitation

This press release does not constitute an offer to sell, a solicitation of an offer to sell, or the solicitation of an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Eagle Financial Services, Inc.

 

Eagle Financial Services, Inc. (Nasdaq CM: EFSI) (the “Company”) is a bank holding company that was incorporated in 1991. The Company is headquartered in Berryville, Virginia and conducts its operations through its subsidiary, Bank of Clarke, which is chartered under Virginia law. The Bank of Clarke offers a broad range of commercial banking, retail banking and trust and investment services through its thirteen full-service branches, two loan production offices, one wealth management office and one drive-through only facility located throughout Clarke and Frederick Counties, as well as the City of Winchester, towns of Purcellville and Leesburg and Ashburn, Virginia.

 

Special Note Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of the Company’s beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan” or words or phases of similar meaning. The Company cautions that the forward-looking statements are based largely on the Company’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control. Such forward-looking statements are based on various assumptions (some

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of which may be beyond the Company’s control) and are subject to risks and uncertainties, which change over time, and other factors, which could cause actual results to differ materially from those currently anticipated. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. If one or more of the factors affecting the Company’s forward-looking information and statements proves incorrect, then the Company’s actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this press release. Therefore, the Company cautions you not to place undue reliance on the Company’s forward-looking information and statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 under the section entitled “Risk Factors,” and other documents filed by the Company with the SEC from time to time.

The Company disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.

Contact:

Nick Smith

Executive Vice President, Corporate Strategy and Investor Relations

(540) 955-5249

nsmith@bankofclarke.com

 

 

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v3.25.0.1

Document And Entity Information	Feb. 13, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 13, 2025
Entity Registrant Name	EAGLE FINANCIAL SERVICES, INC.
Entity Central Index Key	0000880641
Entity Emerging Growth Company	false
Entity File Number	001-42512
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	54-1601306
Entity Address, Address Line One	2 East Main Street
Entity Address, City or Town	Berryville
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22611
City Area Code	(540)
Local Phone Number	955-2510
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $2.50 par value per share
Trading Symbol	EFSI
Security Exchange Name	NASDAQ

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