LINKBANCORP Files 8-K: Material Agreement, Financials

TL;DR

LINKBANCORP filed an 8-K on Dec 18, 2025, reporting a material definitive agreement and financial updates.

AI Summary

On December 18, 2025, LINKBANCORP, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Pennsylvania and its principal executive offices are located in Camp Hill.

Why It Matters

This 8-K filing signals a significant corporate event for LINKBANCORP, Inc., potentially impacting its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — 8-K filings often disclose material events that can significantly impact a company's stock price and future performance.

Key Numbers

• 001-41505 — SEC File Number (Identifies the company's filing with the SEC.)
• 82-5130531 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• LINKBANCORP, Inc. (company) — Registrant
• December 18, 2025 (date) — Date of earliest event reported
• Pennsylvania (location) — State of Incorporation
• Camp Hill (location) — City of Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 LNKB The Nasdaq Stock Market LLC I
• $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 LNKB or BHRB,

Filing Documents

• d937303d8k.htm (8-K) — 65KB
• d937303dex21.htm (EX-2.1) — 712KB
• d937303dex991.htm (EX-99.1) — 40KB
• d937303dex992.htm (EX-99.2) — 38KB
• d937303dex993.htm (EX-99.3) — 25KB
• 0001193125-25-324855.txt ( ) — 1209KB
• lnkb-20251218.xsd (EX-101.SCH) — 3KB
• lnkb-20251218_lab.xml (EX-101.LAB) — 18KB
• lnkb-20251218_pre.xml (EX-101.PRE) — 11KB
• d937303d8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement On December 18, 2025, LINKBANCORP, Inc., a Pennsylvania corporation ("LNKB") and Burke & Herbert Financial Services Corp., a Virginia corporation ("BHRB"), 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 LNKB and BHRB 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 sha

01

Item 7.01 Regulation FD Disclosure On December 18, 2025, LNKB and BHRB 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. The information in this Item 7.01 and Exhibit 99.3 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.

Financial Statements and Exhibits

Financial Statements and Exhibits (a)

Financial statements of businesses acquired. None

Financial statements of businesses acquired. None. (b) Pro forma financial information. None. (c) Shell company transactions: None. (d) Exhibits: Number 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.* 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 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. LINKBANCORP, Inc. 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 LNKB and BHRB 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; LNKB and BHRB 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 state

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View this 8-K filing on SEC EDGAR