Burke & Herbert Financial Services Corp.

false 0001964333 12/31 0001964333 2026-05-01 2026-05-01 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 May 1, 2026 Date of Report (date of earliest event reported) ___________________________________ Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) ___________________________________ Virginia (State or other jurisdiction of incorporation or organization) 001-41633 (Commission File Number) 92-0289417 (I.R.S. Employer Identification Number) 100 S. Fairfax Street Alexandria , VA 22314 (Address of principal executive offices and zip code) ( 703 ) 666-3555 (Registrant's telephone number, including area code) ___________________________________ 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common stock, par value $0.50 BHRB The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company ☐ 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. ☐ Item 2.01 - Completion of Acquisition or Disposition of Assets Effective on May 1, 2026 (the “Closing Date”), Burke & Herbert Financial Services Corp., a Virginia corporation (“Burke & Herbert”), completed its previously announced merger with LINKBANCORP, Inc., a Pennsylvania corporation (“LNKB”), pursuant to the Agreement and Plan of Merger dated December 18, 2025 between Burke & Herbert and LNKB (the “Merger Agreement”). Pursuant to the Merger Agreement, on the Closing Date, (i) LNKB merged with and into Burke & Herbert, with Burke & Herbert continuing as the surviving corporation (the “Merger”), and (ii) immediately following the Merger, LINKBANK, a Pennsylvania chartered commercial bank and a wholly-owned subsidiary of LNKB (“Link”), merged with and into Burke & Herbert Bank & Trust Company, a Virginia chartered bank (“Burke & Herbert Bank”) and a wholly-owned subsidiary of Burke & Herbert, with Burke & Herbert Bank as the surviving bank (the “Bank Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each LNKB share of common stock, par value $0.01 per share (“LNKB Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by Burke & Herbert and LNKB, was converted into the right to receive 0.1350 shares (the “Exchange Ratio”) of common stock, par value $0.50 per share, of Burke & Herbert (“Burke & Herbert Common Stock,” and such shares, the “Merger Consideration”). Holders of LNKB Common Stock will receive cash in lieu of fractional shares of Burke & Herbert Common Stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the Merger was approximately 5,102,855 shares of Burke & Herbert Common Stock. The issuance of shares of Burke & Herbert Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the Registration Statement on Form S-4 (File No. 333-292956), initially filed by Burke & Herbert with the Securities and Exchange Commission (the “SEC”) on January 26, 2026, and as amended and declared effective on January 30, 2026 (the “Registration Statement”). Treatment of LNKB Equity-Based Awards Each time-vesting restricted share of LNKB Common Stock granted under LNKB’s equity incentive plans (the “LNKB Stock Plans”) that was outstanding and unvested immediately prior to the Effective Time, fully vested and received the treatment set forth in the Merger Agreement applicable to shares of LNKB Common Stock, subject to applicable tax withholding as provided in the LNKB Stock Plans and applicable award agreements. Also pursuant to the Merger Agreement, each outstanding and unsettled restricted stock unit award granted in respect of LNKB Common Stock under the LNKB Stock Plans (each, an “LNKB RSU”), without any required action on the part of LNKB or any holder of such LNKB RSUs, fully vested (if unvested) and was canceled and automatically converted into the right to receive, with respect to each share of LNKB Common Stock underlying the LNKB RSU, the Merger Consideration, as if such LNKB RSU had been settled in shares of LNKB Common Stock immediately prior to the Effective Time, subject to applicable tax withholding as provided in the LNKB Stock Plans and applicable award agreements. Furthermore, pursuant to the Merger Agreement, at the Effective Time, each stock option in respect of shares of LNKB Common Stock granted under the LNKB Stock Plans (each such stock option, an “LNKB Option”) that was outstanding immediately prior to the Effective Time, was assumed by Burke & Herbert (such LNKB Option, an “Assumed Option”) and converted into a stock option exercisable for (subject to achievement of the applicable time-based vesting conditions based on service after the Closing Date to Burke & Herbert) a number of shares of Burke & Herbert Common Stock equal to the number of shares of LNKB Common Stock underlying the LNKB Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, with an exercise price per share of Burke & Herbert Common Stock equal to the exercise price applicable to the underlying LNKB Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest cent. Each Assumed Option shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding LNKB Option immediately prior to the Effective Time. Treatment of LNKB Warrants Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each warrant to acquire shares of LNKB Common Stock (each such warrant, an “LNKB Warrant”) that was outstanding immediately prior to the Effective Time was converted into a warrant exercisable for a number of shares of Burke & Herbert Common Stock equal to the number of shares of LNKB Common Stock underlying the LNKB Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share. Such warrants have an exercise price per share of Burke & Herbert Common Stock equal to the exercise price applicable to the underlying LNKB Warrant immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest cent, and will otherwise continue to have, and shall be subject to, the same terms and conditions as applied to the underlying LNKB Warrant immediately prior to the Effective Time. Certain Governance Matters The Merger Agreement provides that, prior to the Effective Time, each of Burke & Herbert and Burke & Herbert Bank will take certain actions regarding governance matters to take effect as of the Effective Time related to Burke & Herbert as the surviving corporation and Burke & Herbert Bank as the continuing bank. These include the appointment of two members of the LNKB board of