Burke & Herbert (Nasdaq: BHRB) to merge with LINKBANCORP (Nasdaq: LNKB) in $11.0B community bank deal
Rhea-AI Filing Summary
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.
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Insights
Merger creates a larger Mid-Atlantic community bank, with closing targeted for Q2 2026.
The content describes an all-stock merger between Burke & Herbert Financial Services Corp and LINKBANCORP, Inc., forming a combined community bank with about
The merger rationale centers on scale, diversified Mid-Atlantic presence, and shared community-banking culture. Stated benefits include leveraging combined technology platforms, expanding the product suite, and supporting larger clients, as well as greater career mobility for employees and a targeted focus on financial inclusion across the footprint. For shareholders, the narrative highlights “attractive financial impacts” and “significant long-term value” without providing specific earnings or cost-savings figures in this excerpt.
The transaction is expected to close in the
| Filed by LINKBANCORP, Inc. (Commission File No. 001-41505) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: LINKBANCORP, Inc. (Commission File No. 001-41505) Date: December 18, 2025 |
GROWING WITH PURPOSEGUIDED BY INTENTION. INSPIRED BY POSSIBILITY. ALWAYS AN EYE TO WHAT’S NEXT.BURKEANDHERBERTBANK.COM LINKBANK COMMUNICATION GUIDE LINKBANK.COM
LINKBANK COMMUNICATION GUIDEBurke & Herbert Financial Services Corp (Nasdaq: BHRB) andLINKBANCORP, Inc. (Nasdaq: LNKB) have agreed to merge, $11.0B 100+ solidifying our position as a high-performing Mid-Atlantic community bank, enhancing our presence in DE, MD, KY, VA, WV ASSETS BRANCH and expanding into PA.As part of this transaction, LINKBANK will merge into Burke & LOCATIONS Herbert Bank. LEADERSHIP 6 STATESDavid P. Boyle will continue as CEO of the combined organization, and Charlie Maddy will continue as President. Andrew Samuel of LINKBANK will become a Senior Advisor to Burke & Herbert Bank and serve as Bank Director. Carl Lundblad and Brent Smith of LINKBANK will join the Burke & Herbert Bank Executive Management Team.BOARD OF DIRECTORS TOGETHER, WE ELEVATE WHAT’S POSSIBLE FOR EVERYTwo directors from LNKB will join the BHRB Board ofDirectors. COMMUNITY WE TOUCH. BURKEANDHERBERTBANK.COM LINKBANK.COM
LINKBANK COMMUNICATION GUIDELINKBANK is combining with Burke & Herbert Bank to create a Diversified, High Performing Mid-Atlantic Community Bank with Exceptional Performance and ScaleFor Our Customers: For Our Employees:Will leverage the technology capabilities of both companies to expand the Aligned cultures and shared values-focused mission. product suite offered to both sets of clients. Greater scale provides additional career mobility for our combinedCombined earnings allow for continued technology investment and associates. customer experience improvements. Strengthens our ability to recruit, retain, and invest in top-tier talent acrossIncreased size allows us to further support our clients as they grow. our Mid-Atlantic footprint.For Our Communities: For Our Shareholders: Combines two cultures with a strong commitment to community Enhanced presence in VA, WV, MD, KY, and DE markets and extensive engagement and local economic impact. experience in PA markets increase franchise value. Targeted, regional focus on financial inclusion across the combined Attractive financial impacts benefit both shareholder groups. footprint. Demonstrated successful integration capabilities drives significant long-Consistent commitment to demonstrating the critical role of community term value. banking in the health of our regional economies.BURKEANDHERBERTBANK.COM LINKBANK COMMUNICATION GUIDE LINKBANK.COM
LINKBANK COMMUNICATION GUIDEALWAYS FORWARD. ALWAYS INTENTIONAL. ALWAYS WHAT’S NEXT. What is the process involved with the merger? Together, we will be a bank of exceptional people defined by a legacy of A press release was issued on December 18 to publicly annouce service and driven by a steadfast commitment to the people and the merger. We anticipate closing the merger in the second quarter communities who place their trust in us. As we grow with purpose, we of 2026, subject to shareholder and regulatory approvals. will carry the values that shape us: integrity, dedication, and unwavering customer-focused Service Beyond Expectations, while Will anything happen to my job? expanding what’s possible. With an eye to what’s next, we are inspired to serve & lead, elevate everyone, always be invested, and deliver more. We recognize that a merger announcement naturally brings questions about what this means for your future. For all of us, this change represents opportunity. The combined company will provide a chance for employees to have new and expanded roles throughout the organization; but for now our priority is maintaining our daily operations and supporting the teams that make our success possible. We are committed to keeping you informed and supported as we move through this transition together. We appreciate your patience and understanding as the combined management team works through the process in a caring and deliberate way.BURKEANDHERBERTBANK.COM LINKBANK COMMUNICATION GUIDE LINKBANK.COM
LINKBANK COMMUNICATION GUIDEWho can I contact if I have questions? Why is this merger taking place?We will provide regular updates as details become available. We Both Burke & Herbert Bank and LINKBANK have a strong understand that person-to-person conversations are often commitment to community banking and customer service. We preferable. Please reach out to your Human Resource believe that by combining these two entities, we are creating a Representative, Carl Lundblad, EVP at 717.599.8438 or Brent high-performing, diversified community bank that will provide Smith, President, at 717.778.7243 exceptional performance and scale to our clients, communities, employees, and shareholders. As a combined organization, we have a shared cultural alignment in providing Service Beyond Expectations.Who is Burke & Herbert Bank?Will Burke & Herbert Bank’s name or headquarters change?Burke & Herbert Financial Services Corp. is headquartered inAlexandria, VA, as an $8 billion bank holding company. Burke & The combined holding company will be Burke & Herbert Financial Services Herbert Bank is the oldest continuously operating bank under its Corp (Nasdaq: BHRB). LINKBANK will merge with and into Burke & original name in the greater Washington, D.C. metropolitan area. Herbert, operating under the unified Burke & Herbert brand with the The Bank offers a full range of business and personal financial headquarters in Alexandria, VA, and regional hubs positioned around the solutions designed to meet customers’ banking, borrowing, and new footprint. investment needs and has over 77 locations throughout WV, VA, KY, DE, and MD. Learn more at www.burkeandherbertbank.comBURKEANDHERBERTBANK.COM LINKBANK COMMUNICATION GUIDE LINKBANK.COM
LINKBANK COMMUNICATION GUIDEWhat is the timing of the merger? Where can I find additional information?We expect to close the merger during the second quarter of 2026, We value the input and feedback of our employees. We will have subject to receiving shareholder and regulatory approvals. regular communication and provide channels for employees to Systems integration will not occur until after the merger closes, share questions. Any updates will be posted in a link on the and details regarding integration will be shared as soon as they company notification portals. are available. Will there be any branch consolidations or major system changes?There are no immediate plans for branch closures as a result of the merger announcement; instead, all locations will continue to be evaluated as part of ourDoes this change anything about the way I bank today standard, annual review process aligned with our high customer service standards with Burke & Herbert Bank or LINKBANK? and local community impact. In addition, both banks use many of the same systems including the core operating system and the loan origination solution and digital You will continue banking with your respective institution the platform. same way you have been. There will be no changes to daily operations before the merger closes, and the two banks will continue to operate independently between now and closing. Our What will happen to my LINKBANCORP, Inc. (LNKB) stock? conversion plan will be communicated through both websites.At closing, existing LINKBANCORP, Inc. stock will be converted to shares of Burke & Herbert Financial Service Corp (Nasdaq: BHRB) based on an established exchange ratio.BURKEANDHERBERTBANK.COM LINKBANK COMMUNICATION GUIDE LINKBANK.COM
LINKBANK COMMUNICATION GUIDEAdditional Information and Where to Find It In connection with the proposed transaction, Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) to register the shares of Burke & Herbert common stock to be issued in connection with the proposed transaction. The registration statement will include a joint proxy statement of Burke & Herbert and LINKBANCORP, Inc. (“LINK”), which also constitutes a prospectus of Burke & Herbert, that will be sent to shareholders of Burke & Herbert and shareholders of LINK seeking certain approvals related to the proposed transaction. Each of Burke & Herbert and LINK may file with the SEC other relevant documents concerning the proposed transaction.This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. INVESTORS AND SHAREHOLDERS OF BURKE & HERBERT AND LINK AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BURKE & HERBERT, LINK AND THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about Burke & Herbert and LINK, without charge, at the SEC’s website www.sec.gov. Copies of documents filed with the SEC by Burke & Herbert will be made available free of charge in the “Investor Relations” section of Burke & Herbert’s website, www.burkeandherbertbank.com, under the heading “Financials.” Copies of documents filed with the SEC by LINK will be made available free of charge in the “Investor Relations” section of LINK’s website, www.linkbank.com, under the heading “Financials.” The information on Burke & Herbert’s or LINK’s respective websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.Participants in SolicitationBurke & Herbert, LINK, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Burke & Herbert and shareholders of LINK in respect of the proposed transaction under the rules of the SEC. Information regarding Burke & Herbert’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 31, 2025, and certain other documents filed by Burke & Herbert with the SEC. Information regarding LINK’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 17, 2025, and certain other documents filed by LINK with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.BURKEANDHERBERTBANK.COM LINKBANK COMMUNICATION GUIDE LINKBANK.COM
LINKBANK COMMUNICATION GUIDEForward-Looking StatementsThis communication 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 and LINK regarding the proposed transaction, revenues, earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of expected losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies, returns and other anticipated benefits from the proposed transaction; and other statements that are not historical facts. 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. Forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.Additionally, forward–looking statements speak only as of the date they are made; Burke & Herbert and LINK do not assume any duty, and do 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 and LINK. Such statements are based upon the current beliefs and expectations of the management of Burke & Herbert and LINK and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Burke & Herbert and LINK; the outcome of any legal proceedings that may be instituted against Burke & Herbert or LINK; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of Burke & Herbert and LINK to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Burke & Herbert and LINK do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate LINK’s operations and those of Burke & Herbert; such integration may be more difficult, time-consuming or costly than expected; revenues following the proposed transaction may be lower than expected; Burke & Herbert’s and LINK’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by Burke & Herbert’s issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of Burke & Herbert and LINK to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; and risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that may affect future results of Burke & Herbert and LINK; and the other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of Burke & Herbert’s and LINK’s Quarterly Report on Form 10–Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, and other reports Burke & Herbert and LINK file with the SEC.BURKEANDHERBERTBANK.COM LINKBANK COMMUNICATION GUIDE LINKBANK.COM
FAQ
What merger was announced involving LINKBANCORP, Inc. (LNKB)?
LINKBANCORP, Inc. and Burke & Herbert Financial Services Corp have agreed to merge to form a diversified, high-performing Mid-Atlantic community bank. As part of the transaction, LINKBANK will merge into Burke & Herbert Bank, creating a combined institution with about $11.0B in assets and 100+ branch locations across six states.
When is the Burke & Herbert and LINKBANCORP (LNKB) merger expected to close?
The companies state that they anticipate closing the merger in the second quarter of 2026, subject to receiving shareholder and regulatory approvals. Systems integration will occur after the merger closes, and additional details will be shared once available.
What will happen to LINKBANCORP, Inc. (LNKB) stock in this merger?
At closing, existing LINKBANCORP, Inc. stock will be converted into shares of Burke & Herbert Financial Services Corp (Nasdaq: BHRB) based on an established exchange ratio. The specific exchange ratio is referenced but not detailed in this content.
Will the combined bank keep the Burke & Herbert name and where will it be headquartered?
Yes. The combined holding company will be Burke & Herbert Financial Services Corp (Nasdaq: BHRB), and LINKBANK will merge into Burke & Herbert Bank, operating under the unified Burke & Herbert brand. The headquarters will remain in Alexandria, VA, with regional hubs around the expanded footprint.
How will the Burke & Herbert and LINKBANK merger affect customers’ day-to-day banking?
The companies state that customers will continue banking with their current institution the same way as today until the merger closes. There will be no changes to daily operations before closing, and both banks will operate independently during this period. Conversion plans will be communicated through their websites.
Are there plans for branch closures or major system changes after the LINKBANCORP (LNKB) merger?
The communication notes no immediate plans for branch closures as a result of the merger announcement. All locations will continue to be evaluated through the standard annual review process. It also notes that both banks already use many of the same systems, including the core operating system and loan origination solution, which may ease post-closing integration.
What strategic benefits do Burke & Herbert and LINKBANCORP (LNKB) expect from the merger?
The merger is positioned to create a diversified, high-performing Mid-Atlantic community bank with enhanced scale. The companies highlight combined technology capabilities, broader product offerings, increased presence in VA, WV, MD, KY, DE and experience in PA, and a strong focus on community engagement and financial inclusion. For shareholders, they reference attractive financial impacts and significant long-term value from successful integration and a larger franchise.
