Burke & Herbert Financial Services Corp. 8-K Filing

Ticker: BHRB · Form: 8-K · Filed: Dec 18, 2025 · CIK: 1964333

Burke & Herbert Financial Services Corp. 8-K Filing Summary
FieldDetail
CompanyBurke & Herbert Financial Services Corp. (BHRB)
Form Type8-K
Filed DateDec 18, 2025
Pages16
Reading Time19 min
Key Dollar Amounts$0.50 B, $0.01, $0.50, $14.2 million
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Burke & Herbert Financial Services Corp. (ticker: BHRB) to the SEC on Dec 18, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $0.50 B (ch registered Common stock, par value $0.50 BHRB The Nasdaq Stock Market LLC Indica); $0.01 (, each share of common stock, par value $0.01 per share, of LNKB ("LNKB Common Stock"); $0.50 (ange Ratio") of common stock, par value $0.50 per share, of BHRB ("BHRB Common Stock"); $14.2 million (ther provides that a termination fee of $14.2 million will be payable by either BHRB or LNKB,).

How long is this filing?

Burke & Herbert Financial Services Corp.'s 8-K filing is 16 pages with approximately 4,694 words. Estimated reading time is 19 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 4,694 words · 19 min read · ~16 pages · Grade level 18.4 · Accepted 2025-12-18 16:05:29

Key Financial Figures

Filing Documents

01 - Entry into a Material Definitive Agreement

Item 1.01 - Entry into a Material Definitive Agreement On December 18, 2025, Burke & Herbert Financial Services Corp., a Virginia corporation ("BHRB"), and LINKBANCORP, Inc., a Pennsylvania corporation ("LNKB"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, LNKB will merge with and into BHRB, with BHRB as the surviving corporation (the "Merger"). The Merger Agreement further provides that immediately following the Merger, LINKBANK, the wholly-owned Pennsylvania chartered commercial bank subsidiary of LNKB ("Link"), will merge with and into Burke & Herbert Bank & Trust Company, a Virginia chartered bank and a wholly-owned Subsidiary of BHRB ("B&H Bank"), with B&H Bank as the surviving bank (the "Subsidiary Merger" and, together with the Merger, the "Transaction"). The Merger Agreement was unanimously approved by the board of directors of each of BHRB and LNKB on December 18, 2025. Merger Consideration Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of LNKB ("LNKB Common Stock") outstanding immediately prior to the Effective Time will be converted into the right to receive 0.1350 shares (the "Exchange Ratio") of common stock, par value $0.50 per share, of BHRB ("BHRB Common Stock"). Holders of LNKB Common Stock will receive cash in lieu of fractional shares. The Merger is intended to be a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Treatment of LNKB Equity-Based Awards Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time: each time-vesting restricted share of LNKB Common Stock granted under LNKB's equity incentive plans (the "LNKB Stock Plans") that is outstanding and unvested immediately prior to the Effective Time (each such share, a

03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On December 18, 2025, BHRB amended and restated its Bylaws (as so amended and restated, the "Bylaws"), effective immediately. The amendments fix the number of directors on the board of directors of BHRB at no more than fifteen and no fewer than five directors, the exact number of which are to be fixed by the board of directors of BHRB from time to time, and remove certain arrangements related to BHRB's prior merger with Summit Financial Group, Inc. The foregoing description of the Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.

01 - Regulation FD Disclosure

Item 7.01 - Regulation FD Disclosure On December 18, 2025, BHRB and LNKB issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K. In addition, BHRB and LNKB are providing supplemental information regarding the proposed Transaction in connection with presentations to analysts and investors. A copy of the investor presentation is furnished as Exhibit 99.4 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibits 99.3 and 99.4 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the " Exchange Act ") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act , except as expressly set forth in such filing.

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (a) Financial statements of businesses acquired. None. (b) Pro forma financial information. None. (c) Shell company transactions. None. (d) The following exhibits are being filed herewith: Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of December 18, 2025, by and between Burke & Herbert Financial Services Corp. and LINKBANCORP, Inc.* 3.1 Amended and Restated Bylaws of Burke & Herbert Financial Services Corp. 99.1 Form of LNKB Support Agreement, dated as of December 18, 2025, by and among Burke & Herbert Financial Services Corp. and certain shareholders of LINKBANCORP, Inc. 99.2 Form of BHRB Support Agreement, dated as of December 18, 2025, by and among LINKBANCORP, Inc. and certain shareholders of Burke & Herbert Financial Services Corp. 99.3 Joint Press Release, dated December 18, 2025 99.4 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Burke & Herbert Financial Services Corp. agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to (or based on) the beliefs, goals, intentions, and expectations of BHRB and LNKB regarding the proposed Transaction, revenues, earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of expected losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed Transaction; the expected cost savings, synergies, returns and other anticipated benefits from the proposed Transaction; and other statements that are not historical facts. Forward–looking statements are typically identified by such words as "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "will," "should," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed Transaction. Additionally, forward-looking statements speak only as of the date they are made; BHRB and LNKB do not assume any duty, and do not undertake, to update such forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statemen

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