Every 424B that Burke & Herbert Financial Services Corp. (BHRB) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow BHRB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BHRB filings page.
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. 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.
Burke & Herbert Financial Services Corp. plans to acquire LINKBANCORP, Inc. in an all‑stock merger. LNKB shareholders will receive 0.1350 shares of Burke & Herbert common stock for each LNKB share, with cash paid instead of fractional shares.
Based on recent Nasdaq prices cited, this values LNKB at about $8.56–$9.38 per share, or roughly $323–$354 million in aggregate. Burke & Herbert expects to issue approximately 5.1 million shares, after which former LNKB holders are estimated to own about 25% of the combined company and existing Burke & Herbert shareholders about 75%.
Special virtual shareholder meetings for both companies are scheduled for March 25, 2026, where each will vote on the merger and a possible adjournment. Both boards unanimously recommend voting “FOR” their respective merger and adjournment proposals. The transaction is intended to qualify as a tax‑free reorganization for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. Neither Burke & Herbert nor LNKB shareholders have appraisal or dissenters’ rights in connection with the merger.