Every 8-K that Burke & Herbert Financial Services Corp. (BHRB) has filed with the SEC in the last 24 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 8-K covers material events a company has to report between its quarterly reports, 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. (BHRB) furnished a fixed income investor presentation outlining its post-merger profile and recent financial performance. The company reports $10.99 billion in total assets, $8.97 billion in total deposits and $8.00 billion in gross loans held for investment as of June 30, 2026.
The presentation highlights the completed all-stock merger with LINKBANCORP, Inc., creating an ~$11 billion Mid-Atlantic community bank with 100+ locations across six states and a diversified CRE and deposit base. For the quarter ended June 30, 2026, net income applicable to common shares was $9.3 million, while merger-adjusted operating net income was $37.5 million, with adjusted diluted EPS of $2.03.
Key metrics include a loan-to-deposit ratio of 89.2%, net interest margin of 4.06% (4.15% on an FTE basis), allowance coverage ratio of 1.18%, and a total risk-based capital ratio of 14.42%. The presentation emphasizes strong liquidity, with $6.0 billion in available borrowing capacity, and robust capital ratios above well-capitalized thresholds.
Burke & Herbert Financial Services Corp. entered into a change in control agreement with Executive Vice President and Chief Financial Officer Kirtan Parikh, covering both the company and Burke & Herbert Bank & Trust Company. The agreement provides severance protections if there is a change in control and his employment is terminated without cause or he resigns for good reason, with termination occurring from three months before through 12 months after the closing of the change in control.
If triggered, benefits to Mr. Parikh include 24 months of base salary, a lump-sum severance equal to two times his target annual incentive bonus for the prior fiscal year, and payment of certain healthcare premiums for continued coverage for up to 18 months, all subject to applicable withholdings. In exchange, he must sign and not revoke a separation and release agreement that includes a release of claims, cooperation and non-disparagement clauses, and an affirmation of post-employment non-solicitation restrictions.
Burke & Herbert Financial Services Corp. reported second‑quarter 2026 net income applicable to common shares of $9.3 million and diluted EPS of $0.50, reflecting significant merger‑related items following its May 1 acquisition of LINKBANCORP.
Excluding $28.2 million of after‑tax merger‑related expenses, operating net income was $37.5 million and adjusted diluted EPS was $2.03. Net interest income rose to $93.0 million, and the fully taxable‑equivalent net interest margin was 4.15%. Period‑end total gross loans were $8.0 billion and total deposits $9.0 billion, yielding an 89.2% loan‑to‑deposit ratio.
Total assets reached approximately $11.0 billion. Capital and liquidity remained strong, with a Common Equity Tier 1 ratio of 11.79%, total risk‑based capital of 14.48%, a leverage ratio of 11.08%, and tangible common equity to tangible assets of 9.21%. The company reported $6.1 billion of total liquidity. Preliminary goodwill from the LINKBANCORP merger was $82.1 million, and tangible book value dilution of 7.5% came in below earlier forecasts. The board declared a regular quarterly cash dividend of $0.55 per share, payable September 1, 2026, to shareholders of record on August 14, 2026.
Burke & Herbert Financial Services Corp. completed its merger with LINKBANCORP, Inc. on May 1, 2026 and this amendment supplies audited LNKB financials and unaudited pro forma condensed combined information for the year ended December 31, 2025. The merger is accounted for under the acquisition method (ASC 805) and reflects Burke & Herbert as the accounting acquirer, incorporating CECL and an early adoption of ASU 2025-08.
Based on an exchange ratio of 0.1350 LNKB share for one Burke & Herbert share, approximately 5,082,605 Burke & Herbert shares were issued, supporting a fully diluted transaction value of 329,725 (in thousands) and preliminary goodwill of 68,992 (in thousands). Pro forma combined total assets are 10,973,747 (in thousands), deposits 8,958,901 (in thousands), and shareholders’ equity 1,141,633 (in thousands). Pro forma net income applicable to common shareholders is 103,220 (in thousands), with basic and diluted EPS of 5.14 and 5.12, including about 52,000 (in thousands) of merger-related expenses and related purchase accounting adjustments; projected cost savings and revenue enhancements are not included.
Burke & Herbert Financial Services Corp. detailed the retirement arrangements for H. Charles Maddy, III, who retired as President of the Company and Burke & Herbert Bank & Trust Company effective June 30, 2026. His existing employment and retirement agreements will continue to provide separation and defined annual benefits, along with continued life insurance arrangements.
In a new Separation and Release of Claims dated July 6, 2026, Mr. Maddy will receive a cash severance of $558,334.40, representing his remaining ten months of base salary, payable in a lump sum. He will also receive ownership of a Company vehicle valued at $58,400, up to ten months of Company-paid COBRA coverage for medical, dental and vision benefits, and accelerated vesting of 6,673.32 performance-based restricted stock units under the 2024-2025 Merger Incentive Plan, with one share of common stock to be delivered for each unit by March 15, 2027, subject to withholding. He also received a retirement gift valued at approximately $35,375. These benefits are conditioned on his release of claims and compliance with confidentiality, non-disparagement, non-competition and non-solicitation covenants.
Burke & Herbert Financial Services Corp. appointed Roy E. HalyamaJuly 1, 2026. The move follows the previously announced retirement of H. Charles Maddy, III as President effective June 30, 2026.
Halyama, age 58, has served as CFO since 2021 and previously held senior finance roles at an affiliate of PNC Financial Services Group and other financial institutions. The company states there are no family relationships, related-party transactions, or new compensation arrangements associated with his appointment.
Burke & Herbert Financial Services Corp. reported the results of its Annual Meeting of shareholders held on June 18, 2026. Shareholders voted on board elections, auditor ratification, executive pay, and the frequency of future say-on-pay votes.
Fourteen directors were elected, each receiving more votes for than against; for example, David H. Wilson, Sr. received 8,886,943 votes for and 12,582 against, with 11,655 abstentions and 2,596,996 broker non-votes. Shareholders ratified Crowe LLP as independent registered public accounting firm with 11,440,762 votes for and 47,736 against. They also approved, on an advisory basis, the compensation of named executive officers, with 8,641,259 votes for and 215,477 against.
On the advisory vote regarding the frequency of future say-on-pay votes, a plurality supported an annual vote, with 4,821,756 votes for one year and 3,934,086 for three years. A quorum was present, with 11,508,176 shares represented out of 15,046,137 voting common shares outstanding as of the April 10, 2026 record date.
Burke & Herbert Financial Services Corp. completed its merger with LINKBANCORP, Inc. and the related bank merger effective May 1, 2026. Each LNKB common share was converted into 0.1350 shares of Burke & Herbert common stock, with total merger consideration of approximately 5,102,855 Burke & Herbert shares.
Outstanding LNKB restricted shares and RSUs fully vested and received Burke & Herbert stock, while LNKB options and warrants were converted into instruments over Burke & Herbert shares using the same 0.1350 exchange ratio. Two former LNKB directors joined the Burke & Herbert board, and three LINKBANK leaders assumed senior roles at Burke & Herbert Bank, including Andrew Samuel as Senior Advisor and Carl Lundblad as Executive Vice President and Chief Operating Officer.
Lundblad’s employment agreement provides a $494,400 base salary, a target annual incentive of at least 60% of base salary, a one-time cash payment of $1,146,074, and an RSU award valued at $617,117. The board amended and restated its bylaws to allow the board to set its own size and increased the number of directors to seventeen. Burke & Herbert also announced the planned appointment of Kirtan Parikh as Executive Vice President and Chief Financial Officer effective July 1, 2026.
Burke & Herbert Financial Services Corp. reported solid first-quarter 2026 results, with net income applicable to common shares of $27.1 million and diluted EPS of $1.79. Annualized return on average assets was 1.39% and return on average equity was 12.62%, supported by a net interest margin of 4.09%.
Loans ended the quarter at $5.4 billion and deposits at $6.3 billion, for a loan-to-deposit ratio of 85.4%. Capital remained strong, with an estimated Common Equity Tier 1 ratio of 13.8% and total risk-based capital ratio of 16.5%. The board declared a regular quarterly cash dividend of $0.55 per share, payable on June 1, 2026 to shareholders of record on May 15, 2026.
The company also highlighted regulatory approval for its planned acquisition of LINKBANCORP, Inc., with the merger expected to close on May 1, 2026, subject to customary conditions, positioning the combined bank at about $11 billion in assets.
Burke & Herbert Financial Services Corp. reported that it has received all required regulatory approvals or waivers to complete its previously announced merger with LINKBANCORP, Inc. The merger is expected to close on May 1, 2026, pending satisfaction of customary closing conditions.
The companies restate that the transaction is governed by their Agreement and Plan of Merger dated December 18, 2025, and include forward-looking statement cautions highlighting that timing and completion remain subject to various risks and uncertainties.
Burke & Herbert Financial Services Corp. reported that its shareholders approved the proposed merger with LINKBANCORP, Inc. at a special meeting held on March 25, 2026. Of 15,034,778 voting common shares outstanding as of the record date, 10,165,354 were represented, constituting a quorum.
The merger proposal received 9,963,159 votes for, 94,232 against, and 107,963 abstentions, so it passed by a wide margin. Burke & Herbert and LINK also announced that LINK shareholders approved the combination. The merger still requires regulatory approvals and satisfaction of other customary closing conditions before it can be completed.
Burke & Herbert Financial Services Corp. outlined board changes tied to its pending merger with LINKBANCORP, Inc. The company’s board has appointed LNKB directors Diane Poillon and Kristen Snyder to join the surviving corporation’s board and Audit Committee, effective upon completion of the merger, and plans to amend its bylaws to expand the board.
The filing also notes that director Jill S. Upson will not stand for re-election at the 2026 annual meeting, and directors Oscar M. Bean and Gary L. Hinkle are expected not to be renominated due to reaching the board’s age limit. The company states Upson’s decision is not due to any disagreement with the company or its leadership.
Burke & Herbert Financial Services Corp. announced that H. Charles Maddy III will retire as President and will not stand for re-election as a director at the 2026 annual meeting, with his retirement effective June 30, 2026. The company states his decision is not due to any disagreement over operations or policies, and he will remain a director of Burke & Herbert Bank & Trust Company and Chair of the Burke & Herbert Bank Foundation.
The board anticipates appointing Executive Vice President and CFO Roy E. Halyama as successor President of both the company and the bank after the 2026 annual meeting. The Compensation Committee also approved a new 2026 incentive plan with annual cash and long-term equity incentives for leadership. For 2026, target incentives as a percentage of base salary are 80% short-term and 120% long-term for David P. Boyle, 70% and 90% for Halyama, and 100% short-term and 0% long-term for Maddy.
The annual plan ties payouts to fully diluted EPS (35% weight), ROE on a GAAP basis (30%), non-performing assets (15%), and customer service/NPS plus strategic and individual goals (20). Long-term awards are an equal mix of time-based RSUs and performance-based RSUs, with potential share awards for Boyle of 9,740 RSUs and 0–19,480 PRSUs depending on results, and for Halyama of 3,650 RSUs and 0–7,300 PRSUs.
Burke & Herbert Financial Services Corp. filed a current report describing several shareholder updates. The company issued a press release with its results of operations and financial condition for the quarter ended December 31, 2025, which is attached as an exhibit.
Management also plans to meet with investors during 2026 and has prepared presentation materials that will be available on the investor relations section of its website and furnished as an exhibit.
In addition, the board of directors declared a regular quarterly cash dividend of $0.55 per share on the company’s common stock, payable on March 2, 2026, to shareholders of record as of the close of business on February 13, 2026.
Burke & Herbert Financial Services Corp. agreed to merge with LINKBANCORP, Inc. in an all‑stock transaction. Each share of LNKB common stock will be converted into the right to receive 0.1350 shares of BHRB common stock, and the deal is intended to qualify as a tax‑free reorganization under Section 368(a) of the Internal Revenue Code.
LNKB time‑vesting restricted stock and RSUs will fully vest at closing and receive the same consideration as common shares, while LNKB options and warrants will be converted into BHRB instruments adjusted by the 0.1350 exchange ratio. Two LNKB directors will join the BHRB board and three Link directors, including LNKB’s CEO Andrew Samuel, will join the bank board, with several LNKB executives taking senior roles at B&H Bank.
Closing depends on shareholder approvals, multiple banking and securities regulatory approvals, Nasdaq listing of the new BHRB shares, effectiveness of a Form S‑4, and customary conditions. Either party may owe a $14.2 million termination fee if the agreement is ended under specified circumstances. BHRB also amended and restated its bylaws to set its board size between five and fifteen directors and to remove provisions tied to a prior merger.
Burke & Herbert Financial Services Corp. amended and restated employment agreements for CEO David P. Boyle and CFO Roy E. Halyama. The three-year agreements auto-renew unless the company gives 90 days’ notice. Base salaries are $875,000 for Mr. Boyle and $450,000 for Mr. Halyama, with annual incentive targets of 70% and 60% of base salary, respectively.
Mr. Boyle continues in the SERP with a minimum annual contribution of 20% of annual compensation, plus a company car and country club dues or an allowance. If terminated without Just Cause or for Good Reason, each executive receives a lump sum of 2x base salary and target bonus plus COBRA costs (18 months for Boyle; 12 months for Halyama). If within two years after a change in control, severance increases to 3x for Boyle and 2.99x for Halyama, with 18 months COBRA; Boyle’s SERP vests. New restrictive covenants include 12-month non-compete and non-solicit, along with clawback compliance.
Burke & Herbert Financial Services Corp. declared a regular quarterly cash dividend of $0.55 per share, payable on December 1, 2025 to shareholders of record as of November 14, 2025.
The company also announced it released results of operations and financial condition for the quarter ended September 30, 2025 via a press release and furnished an investor presentation on its website. The presentation was provided under Regulation FD and is not deemed filed under the Exchange Act.