Burke & Herbert completes $100M public note offering
From October 1, 2031, interest resets quarterly to a benchmark rate plus 222 basis points.
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Rhea-AI Filing Summary
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.
Filing Explained
The new notes are also behind secured claims against collateral and the bank subsidiary’s obligations, including deposit liabilities.
The
The new notes rank behind secured debt to the value of its collateral and behind obligations of the company’s subsidiaries, including the bank’s deposit liabilities; they rank equally with its other subordinated debt.
8-K Event Classification
Key Figures
Key Terms
subordinated, unsecured obligations financial
structurally subordinated financial
Three-Month Term SOFR financial
Tier 2 capital regulatory
FAQ
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How large was BHRB's new subordinated notes offering?
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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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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(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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 1.01 | Entry into a Material Definitive Agreement. |
On September 30, 2026, Burke & Herbert Financial Services Corp. (“we”, “us” or the “Company”), completed its previously announced underwritten public offering (the “Offering”) of $100,000,000 aggregate principal amount of its 7.00% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Notes are offered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-283261), as amended (including base prospectus, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), which was filed with the Securities and Exchange Commission (the “SEC”) and subsequently declared effective on December 11, 2024, and were offered to the public pursuant to the prospectus supplement, dated September 28, 2026, which is contained in and forms a part of the Registration Statement.
In connection with the Offering, the Company entered into an underwriting agreement, dated as of September 28, 2026 (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc., as sole underwriter, with respect to the offer and sale of the Notes at a public offering price equal to 100.00% of the aggregate principal amount of the Notes. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing, obligations of the parties and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company intends to use the net proceeds from this offering, plus cash on hand: (i) to repay $4.5 million aggregate principal amount of its outstanding 6.875% Subordinated Note, which matures on April 1, 2028 (the “2028 Note”), $18.1 million aggregate principal amount of its outstanding 6.00% Fixed-to-Floating Rate Subordinated Notes, which currently bear interest at the Three-Month Term SOFR plus 590 basis points and mature on July 1, 2030 (the “July 2030 Notes”), and $20.0 million aggregate principal amount of its outstanding 5.00% Fixed-to-Floating Rate Subordinated Notes, which currently bear interest at the Three-Month Term SOFR plus 475 basis points and mature on October 1, 2030, plus, in each case, accrued and unpaid interest, (ii) to potentially repay all or part of its outstanding $75.0 million aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes, which currently bear interest at the fixed rate of 3.25% per year and mature on December 1, 2031, plus accrued and unpaid interest, (iii) to potentially redeem all or part of its outstanding $15.0 million aggregate liquidation preference of 2021 Preferred Stock, which has dividends payable in arrears, when, as and if authorized and declared by the board of directors of the Company out of legally available funds, on a non-cumulative basis at the $10,000 per share purchase price, at an annual rate equal to 6.00% and (iv) for general corporate purposes, including providing capital to Burke & Herbert Bank & Trust Company (the “Bank”) to support its growth. A conditional notice of redemption was delivered to the holders of the Company’s July 2030 Notes with respect to the redemption of all of the outstanding principal amount of such notes. A notice of prepayment was delivered to the holder of the 2028 Note but is not contingent on this offering of the Notes.
The Notes were issued pursuant to a Subordinated Indenture, dated as of September 30, 2026 (the “Base Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), as supplemented by a First Supplemental Indenture thereto, dated as of September 30, 2026 (the “First Supplemental Indenture”), between the Company and the Trustee. The Notes are subordinated, unsecured obligations of the Company and: (i) rank junior to all of the Company's existing and future senior debt; (ii) rank equal in right of payment with any of the Company’s existing and future subordinated indebtedness; (iii) will rank senior to our obligations relating to any outstanding junior subordinated debt securities issued to our capital trust subsidiaries; (iv) are effectively subordinate to the Company's secured indebtedness to the extent of the value of the collateral securing such indebtedness; and (v) are structurally subordinated to any existing and future obligations of the Company’s subsidiaries, including deposit liabilities and claims of other creditors of the Bank.
The Notes will bear interest from and including September 30, 2026 to, but excluding, October 1, 2031 at a fixed rate of 7.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2027. From and including October 1, 2031 to, but excluding, October 1, 2036 (unless redeemed prior to such date), the Notes will bear interest at a floating rate per annum equal to a benchmark rate (reset quarterly) (which is expected to be Three-Month Term SOFR) plus 222 basis points, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2032. Notwithstanding the foregoing, if the benchmark is less than zero, the benchmark will be deemed to be zero. The Notes will mature on October 1, 2036, unless earlier redeemed.
The Notes may be redeemed at our option, beginning on October 1, 2031, and on any interest payment date thereafter, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. Any partial redemption will be made in accordance with the applicable procedures of The Depository Trust Company.
The foregoing summaries of the Underwriting Agreement, Base Indenture, the First Supplemental Indenture and the Notes, respectively, are not complete and are each qualified in their entirety by reference to the complete text of the respective documents (or, in the case of the Notes, the form thereof), which are attached as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference in their entirety. Troutman Pepper Locke LLP provided the Company with the legal opinion attached hereto as Exhibit 5.1 regarding the legality of the Notes.
| Item 7.01 | Regulation FD Disclosure. |
On September 28, 2026, the Company issued a press release announcing the pricing for the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for informational purposes.
The information in this Current Report on Form 8-K under this Item 7.01, including in Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act.
| Item 9.01 | Financial Statements and Other Exhibits. |
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement, dated September 28, 2026, between Burke & Herbert Financial Services Corp. and Keefe, Bruyette & Woods, Inc. |
| 4.1 | Indenture, dated September 30, 2026, between Burke & Herbert Financial Services Corp. and Wilmington Trust, National Association, as trustee |
| 4.2 | First Supplemental Indenture, dated September 30, 2026, between Burke & Herbert Financial Services Corp. and Wilmington Trust, National Association, as trustee |
| 4.3 | Form of 7.00% Fixed-to-Floating Rate Subordinated Note due 2036 (included in Exhibit 4.2) |
| 5.1 | Opinion of Troutman Pepper Locke LLP |
| 23.1 | Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1) |
| 99.1 | Press Release, dated September 28, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This report and certain other communications by the Company contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements, including but not limited to those regarding the offering and the use of proceeds therefrom, are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from the Company’s present expectations. These risks and uncertainties include, but are not limited to, market conditions affecting the offering. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company undertakes no obligation to update such statements. Additional information regarding these and other risks is contained in the Company’s filings with the SEC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Burke & Herbert Financial Services Corp. | ||
| Date: September 30, 2026 | By: | /s/ Kirtan Parikh |
| Name: | Kirtan Parikh | |
| Title: | Executive Vice President, CFO | |
Exhibit 99.1
Burke & Herbert Financial Services Corp. Prices $100.0 Million Subordinated Notes Offering
For Immediate Release
September 28, 2026
ALEXANDRIA, Va., Sept. 28, 2026 (GLOBE NEWSWIRE) -- Burke & Herbert Financial Services Corp. (the “Company”) (Nasdaq: BHRB), the holding company for Burke & Herbert Bank & Trust Company (the “Bank”), today announced the pricing of its public offering of $100.0 million aggregate principal amount of its 7.00% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The price to the public for the Notes is 100% of the principal amount of the Notes. The Notes will mature on October 1, 2036. Interest on the Notes initially will accrue at a rate equal to 7.00% per annum from and including September 30, 2026 to, but excluding, October 1, 2031, payable semiannually in arrears. From and including October 1, 2031 to, but excluding, October 1, 2036, or the earlier redemption date, interest will accrue at a floating rate per annum equal to the Three-Month Term SOFR, or other applicable Benchmark rate (as defined in the Notes), plus a spread of 222 basis points, payable quarterly in arrears. The Notes are intended to qualify as Tier 2 capital for regulatory purposes.
The offering is expected to close on September 30, 2026, subject to the satisfaction of customary closing conditions.
Beginning with the interest payment date of October 1, 2031 and on any interest payment date thereafter, the Company may, at its option, redeem the Notes, in whole or in part, at a redemption price equal to 100.00% of par, plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the Notes, in whole but not in part, at any time, including prior to October 1, 2031, upon the occurrence of certain specified events.
Keefe, Bruyette & Woods, A Stifel Company, acted as the sole book-running manager for the Notes offering.
The Company intends to use the net proceeds from this offering, plus cash on hand: (i) to repay $4.5 million aggregate principal amount of its outstanding 6.875% Subordinated Note, which matures on April 1, 2028 (the “2028 Note”); $18.1 million aggregate principal amount of its outstanding 6.00% Fixed-to-Floating Rate Subordinated Notes, which currently bear interest at the Three-Month Term SOFR plus 590 basis points and mature on July 1, 2030 (the “July 2030 Notes”); and $20.0 million aggregate principal amount of its outstanding 5.00% Fixed-to-Floating Rate Subordinated Notes, which currently bear interest at the Three-Month Term SOFR plus 475 basis points and mature on October 1, 2030 plus, in each case, accrued and unpaid interest; (ii) to potentially repay all or part of its outstanding $75.0 million aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes, which currently bear interest at the fixed rate of 3.25% per year and mature on December 1, 2031, plus accrued and unpaid interest; (iii) to potentially redeem all or part of its outstanding $15.0 million aggregate liquidation preference of 2021 Preferred Stock, which has dividends payable in arrears, when, as and if authorized and declared by the board of directors of the Company out of legally available funds, on a non-cumulative basis at the $10,000 per share purchase price, at an annual rate equal to 6.00%; and (iv) for general corporate purposes, including providing capital to the Bank to support its growth. A conditional notice of redemption was delivered to the holders of the Company’s July 2030 Notes with respect to the redemption of all of the outstanding principal amount of such notes. The redemption of the Company’s July 2030 Notes is contingent on this offering of the Notes and the amount of proceeds resulting from this offering. A notice of prepayment was delivered to the holder of the 2028 Note but is not contingent on this offering of the Notes.
The offering of the Notes is being made by means of a prospectus supplement and an accompanying base prospectus. The Company previously filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement (File No. 333-283261) and has filed a preliminary prospectus supplement to the base prospectus contained in the registration statement for the Notes to which this communication relates. The Company will file a final prospectus supplement relating to the Notes. Prospective investors should read the base prospectus contained in the registration statement, the preliminary prospectus supplement, the final prospectus supplement and the other documents the Company has filed or will file with the SEC for more complete information about the Company and the Notes offering.
Copies of these documents, when available, can be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov, or by contacting Keefe, Bruyette & Woods, Inc., toll-free at (800) 966-1559 or by emailing USCapitalMarkets@kbw.com.
No Offer or Sale
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the Notes is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Notes being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the registration statement, the base prospectus contained in the registration statement, the preliminary prospectus supplement or the final prospectus supplement relating thereto.
About Burke & Herbert
Burke & Herbert Financial Services Corp. is the financial holding company for Burke & Herbert Bank & Trust Company. Burke & Herbert Bank & Trust Company is the oldest continuously operating bank under its original name headquartered in the greater Washington, D.C. metropolitan area. With over 100 branches across Delaware, Kentucky, Maryland, Pennsylvania, Virginia, and West Virginia, Burke & Herbert Bank & Trust Company offers a full range of business and personal financial solutions designed to meet customers’ banking, borrowing, and investment needs. Learn more at investor.burkeandherbertbank.com.
Forward-Looking Statements
This press release 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 Burke & Herbert. 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. Additionally, forward-looking statements speak only as of the date they are made; Burke & Herbert does not assume any duty, and does 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 statements as a result of a variety of factors, many of which are beyond the control of Burke & Herbert. Such statements are based upon the current beliefs and expectations of the management of Burke & Herbert and are subject to significant risks and uncertainties outside of its control. Caution should be exercised against placing undue reliance on forward-looking statements.
Potential risks and uncertainties include, but are not limited to, the Company’s ability to complete the offering and to deploy the net proceeds of the offering as the Company currently expects. The Company cautions readers that the foregoing list of factors is not exclusive, is not necessarily in order of importance and readers should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and the Company does not intend to and, except as required by applicable law, disclaims any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, unless required to do so under applicable securities laws.
Media Contact: Investor Relations 703-666-3555 bhfsir@burkeandherbertbank.com