Linkbancorp SEC Filings

LINKBANCORP, Inc. and Burke & Herbert Financial Services Corp have agreed to merge to create a larger Mid-Atlantic community bank with about $11.0B in assets and 100+ branch locations across six states. LINKBANK will merge into Burke & Herbert Bank, with the combined company operating under the Burke & Herbert name and headquartered in Alexandria, VA. Burke & Herbert CEO David P. Boyle will lead the combined organization, Charlie Maddy will remain President, and LINKBANK’s Andrew Samuel will become a Senior Advisor and Bank Director. Two LINKBANCORP directors will join the Burke & Herbert board, and LINKBANK executives Carl Lundblad and Brent Smith will join the executive management team.

The merger is expected to close in the second quarter of 2026, subject to shareholder and regulatory approvals, and systems integration will occur after closing. Existing LINKBANCORP stock will be converted into Burke & Herbert common stock based on an exchange ratio. The companies highlight benefits for customers, employees, communities, and shareholders, including combined technology capabilities, larger scale, and a shared community-banking culture, while emphasizing that daily banking operations will remain unchanged until closing.

LINKBANCORP, Inc. is set to merge into Burke & Herbert Financial Services Corp. in an all‑stock transaction. Under the Agreement and Plan of Merger, each share of LNKB common stock will be converted at closing into the right to receive 0.1350 shares of BHRB common stock, with cash paid instead of fractional shares. The deal is structured to qualify as a tax‑free reorganization under Section 368(a) of the Internal Revenue Code.

Immediately after the parent‑company merger, LINKBANK will merge into Burke & Herbert Bank & Trust Company, which will remain the surviving bank. LNKB restricted stock will vest into the same stock consideration, RSUs will be cashed out into BHRB stock value, options and warrants will be adjusted using the 0.1350 exchange ratio, and the 2022 employee stock purchase plan will end at closing. Two independent LNKB directors will join BHRB’s board and three Link directors, including CEO Andrew Samuel, will join the bank board with specified executive roles.

Closing is subject to shareholder approvals, multiple banking and securities regulatory approvals, effectiveness of a BHRB Form S‑4, and customary accuracy and performance conditions. Either side may owe a $14.2 million termination fee if the agreement ends in certain circumstances, and reciprocal director support agreements commit both boards to vote their shares for the merger.

LINKBANCORP, Inc. agreed to merge with Burke & Herbert Financial Services Corp., with LINKBANCORP merging into Burke & Herbert and Burke & Herbert as the surviving company. Each share of LNKB common stock will be converted into the right to receive 0.1350 shares of Burke & Herbert common stock, with cash paid instead of fractional shares. The combination is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

Following the holding company merger, LINKBANK will merge into Burke & Herbert Bank & Trust Company. Two LNKB directors will join the surviving holding company board and three Link directors, including CEO Andrew Samuel, will join the bank board, with LNKB leaders taking senior roles at the bank. The deal requires shareholder approvals, multiple banking and securities regulatory approvals, an effective Form S-4, and customary closing conditions. Either party may owe a $14.2 million termination fee if the agreement ends under specified circumstances, and reciprocal support agreements commit both companies’ directors to vote in favor of the transaction.

Burke & Herbert Financial Services Corp and LINKBANCORP, Inc. have agreed to merge to create a larger Mid-Atlantic community bank with about $11.0 billion in assets, more than 100 branches, and operations across six states. LINKBANK will merge into Burke & Herbert Bank, and the combined institution will operate under the Burke & Herbert Bank name with headquarters in Alexandria, VA. David P. Boyle will remain CEO, Charlie Maddy will remain President, and LINKBANK leaders Andrew Samuel, Carl Lundblad, and Brent Smith will take senior roles, while two LINKBANCORP directors will join Burke & Herbert’s board.

The companies expect to close the merger in the second quarter of 2026, subject to shareholder and regulatory approvals, and daily banking for customers at both banks is expected to remain the same until after closing and systems integration. Management highlights aligned cultures, broader career opportunities for employees, expanded technology and product offerings for customers, and what they describe as attractive financial impacts and long-term value for shareholders, while noting typical transaction risks such as regulatory approvals, integration challenges, and potential dilution from new share issuance.

Burke & Herbert Financial Services Corp. and LINKBANCORP, Inc. have signed a definitive Agreement and Plan of Merger under which LNKB will merge into BHRB in an all‑stock deal. Each share of LNKB common stock will be converted into the right to receive 0.1350 shares of BHRB common stock, with cash paid in lieu of fractional shares, and the parties intend the transaction to qualify as a tax‑free reorganization under Section 368(a).

After the holding company merger, LINKBANK will merge into Burke & Herbert Bank & Trust Company. Two LNKB directors will join the BHRB board and three Link directors, including LNKB’s CEO Andrew Samuel, will join the bank board, with Samuel and two other LNKB executives taking senior roles at B&H Bank. Closing is subject to shareholder approvals, multiple banking regulatory approvals, Nasdaq listing of the new BHRB shares, effectiveness of a Form S‑4 registration statement, and other customary conditions, and the Merger Agreement includes mutual support agreements and a $14.2 million termination fee mechanism.

LINKBANCORP (LNKB) reported third‑quarter 2025 results. Net income was $7.8 million, up from $7.1 million a year ago, with diluted EPS of $0.21 versus $0.19. Net interest income rose to $26.4 million, and the provision for credit losses was $1.0 million. For the first nine months, net income reached $30.6 million, driven in part by a $11.1 million gain on sale of branches recorded earlier in the year.

Total assets were $3.12 billion, up from $2.88 billion at year‑end. Loans increased to $2.46 billion (net loans $2.43 billion), while deposits expanded to $2.67 billion. Shareholders’ equity improved to $305.5 million, aided by a smaller accumulated other comprehensive loss. Available‑for‑sale securities were $267.9 million. Earlier in 2025, the company completed the sale of its New Jersey operations, transferring $105.0 million in loans and $87.1 million in deposits for a 7% deposit premium, resulting in an after‑tax gain of approximately $8.7 million.

LINKBANCORP, Inc. reported its quarterly update via an 8-K and declared a quarterly cash dividend. The Company furnished a press release with financial results for the three and nine months ended September 30, 2025, and furnished an investor presentation based on the same date.

The Board declared a $0.075 per share cash dividend, payable on December 15, 2025 to shareholders of record on November 28, 2025. The press release (Exhibit 99.1) and investor presentation (Exhibit 99.2) were furnished to the SEC and are not deemed filed.

Samuel Andrew S, CEO and Vice Chairman of LINKBANCORP, Inc. (LNKB), reported transactions on Form 4 showing a small sale and a detailed record of direct and indirect holdings. On 08/31/2025 he disposed of 918 shares of common stock; the filing explains those shares were withheld to satisfy tax withholding related to vested restricted stock. After the reported dispositions, he directly owns 58,750 shares of common stock.

The filing also discloses significant derivative holdings: 907,240 warrants exercisable at $10 and several option grants exercisable at $10 and other strike prices, plus shares and options indirectly held by his daughter and her IRA. The report clarifies vesting schedules and that he disclaims beneficial ownership of shares/options held by his daughter with whom he shares a household.

LINKBANCORP, Inc. Chief Financial Officer Paul A. Kristofer reported a disposition of 350 shares of common stock on 08/31/2025 under transaction code F, at a reported price of $7.28 per share. The filing states these 350 shares were withheld to satisfy the reporting person's tax obligation arising from restricted stock vesting. After the transaction, the reporting person beneficially owns 19,825 shares in a direct form, which includes several tranches of restricted stock and restricted stock units that vest over multi-year schedules. The report also discloses 5,000 stock options with an $11.78 exercise price expiring in 2031.