Burke & Herbert Financial Services Corp. filings document its role as a Virginia bank holding company, the operations of Burke & Herbert Bank & Trust Company, and formal disclosures around community banking results, dividends, governance and capital structure. Form 8-K reports include operating and financial results, Regulation FD materials, cash dividend declarations, material agreements, shareholder voting matters and risk-factor updates.
The filing record also documents completed acquisition and bank-merger activity, including the merger of LINKBANCORP into Burke & Herbert and the merger of LINKBANK into Burke & Herbert Bank & Trust Company. Proxy materials cover board and executive compensation matters, shareholder proposals, voting procedures and governance disclosures for the public holding company.
Burke & Herbert Financial Services Corp. completed a $100.0 million public offering of 7.00% fixed-to-floating subordinated notes due October 1, 2036, priced at 100.00% of principal. Interest is fixed at 7.00% through September 30, 2031, then floats at a benchmark rate plus 222 basis points.
The company intends to use the net proceeds, together with cash on hand, to repay $4.5 million, $18.1 million and $20.0 million of outstanding subordinated notes. It may also repay all or part of $75.0 million of other subordinated notes and redeem all or part of $15.0 million aggregate liquidation preference of 2021 Preferred Stock, subject to board authorization and declaration from legally available funds. The planned uses also include general corporate purposes, including capital for Burke & Herbert Bank & Trust Company. The new notes are unsecured and subordinated to the company’s senior debt.
Burke & Herbert Financial Services Corp. is offering $100,000,000 aggregate principal amount of 7.00% Fixed-to-Floating Rate Subordinated Notes due October 1, 2036. The notes pay 7.00% per year through September 30, 2031, then a floating rate equal to Three-Month Term SOFR (or an applicable replacement benchmark) plus 222 basis points; the benchmark is deemed zero if below zero. Estimated net proceeds are approximately $97.8 million after underwriting discounts and estimated expenses.
The company intends to use proceeds plus cash on hand to repay $4.5 million of its 2028 Note, $18.1 million of July 2030 Notes and $20.0 million of October 2030 Notes, plus accrued interest; repayment of the July 2030 Notes is contingent on this offering and its proceeds. It may potentially repay all or part of $75.0 million of 2031 Notes, potentially redeem all or part of the $15.0 million aggregate liquidation preference of 2021 Preferred Stock, and use funds for general corporate purposes, including capital for the Bank. The unsecured notes are subordinated and not guaranteed by subsidiaries; they are structurally subordinated to approximately $9.6 billion of liabilities on a consolidated basis as of June 30, 2026. There is no current public market, and the notes will not be listed on an exchange.
Burke & Herbert Financial Services Corp. EVP and Chief Financial Officer Kirtan Parikh acquired 126 common shares directly on August 31, 2026, through its 2023 Employee Stock Purchase Plan, at $54.77 per share. The purchase period ran from March 1, 2026, through August 31, 2026; the price was 85% of the February 27, 2026, closing price, which was the lower of the closing prices on the period’s start and end dates. Because the period began on a non-trading date, the preceding trading day’s close was used. Parikh held 6,979 shares directly after the transaction. No Rule 10b5-1 plan is reported.
Burke & Herbert Financial Services Corp. (BHRB) EVP, Retail Banking Lauren N. Kimlel acquired 134 common shares on August 31, 2026, through the company’s 2023 Employee Stock Purchase Plan at $54.77 per share. The purchase period ran from March 1, 2026, through August 31, 2026; the plan price was 85% of the February 27, 2026 closing price, identified as the lower of the applicable period’s start- or end-date closing prices. Kimlel held 3,713 shares directly after the transaction.
Burke & Herbert Financial Services Corp. Chief Credit Officer Robert Victor Hintelmann Jr. acquired 76 common shares on August 31, 2026, through the Employee Stock Purchase Plan, at a reported $54.77 per share. His direct holdings after the acquisition were 8,550 shares. The ESPP purchase price was 85% of the February 27, 2026 closing price, identified as the lower closing price for the purchase-period start or end date; the preceding trading day's close was used because the period began on a non-trading date.
Burke & Herbert Financial Services Corp. EVP, Wealth Services Shannon Barrow Rowan acquired 63 common shares directly on August 31, 2026, through the company's 2023 Employee Stock Purchase Plan (ESPP), at $54.77 per share. The ESPP price was 85% of the February 27, 2026 closing price. Direct holdings following the transaction were 4,975 shares.
Burke & Herbert Financial Services Corp. reports that SVP, Chief Accounting Officer Patrick Kip Huffman acquired 111 common shares through its 2023 Employee Stock Purchase Plan on August 31, 2026, at $54.77 per share. His directly held position after the transaction was 2,665 shares. The shares covered the March 1 through August 31, 2026 purchase period. The plan price was 85% of the February 27, 2026 closing price, which was the lower of the closing prices on the period’s start and end dates; the immediately preceding trading day’s close was used because the start date was not a trading date.
Burke & Herbert Financial Services Corp. EVP, Chief Risk Officer Jennifer Palmer Schmidt acquired 160 shares of common stock on August 31, 2026, through the Employee Stock Purchase Plan at $54.77 per share. Her direct holdings after the transaction were 4,592 shares. No Rule 10b5-1 plan is reported.
Burke & Herbert Financial Services Corp. filed a preliminary prospectus supplement for its proposed offer and sale of a newly issued series of Fixed-to-Floating Rate Subordinated Notes due 2036. Management made an investor presentation available for meetings with potential purchasers.
Burke & Herbert Financial Services Corp. is offering Fixed-to-Floating Rate Subordinated Notes due 2036; the preliminary prospectus supplement is subject to completion. The Notes are unsecured and subordinated: they rank behind senior debt, equally with existing unsecured subordinated debt, and structurally behind subsidiary liabilities. They are not guaranteed by subsidiaries, and the company does not intend to list them on an exchange.
The company intends to use net proceeds, plus cash on hand, to repay $4.5 million of its 2028 Note, $18.1 million of July 2030 Notes and $20.0 million of October 2030 Notes, plus accrued interest. It may also repay all or part of $75.0 million of 2031 Notes, potentially redeem preferred stock with a $15.0 million aggregate liquidation preference when, as and if authorized and declared by the board from legally available funds, and fund general corporate purposes, including capital for the Bank. Redemption of the July 2030 Notes is contingent on this offering and the amount of its proceeds; the 2028 Note prepayment is not contingent on the offering.