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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Burke & Herbert Financial Services Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| July 28, 2025 |
As filed with the Securities and Exchange Commission on July 28, 2025 As filed with the Securities and Exchange Commission on July 28, 2025 Registration No. |
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| July 28, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Burke & Herbert Financial Services Corp. |
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| July 24, 2025 |
a2q25investordeck2025072 July 2025 2Q25 Update (Nasdaq: BHRB) 2 Cautionary Statement Regarding Forward-Looking Information This communication contains “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, with respect to the b |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 24, 2025 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 00 |
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| July 24, 2025 |
Burke & Herbert Financial Services Corp. Announces Second Quarter 2025 Results and Declares Common Stock Dividend For Immediate Release July 24, 2025 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) reported financial results for the quarter year ended June 30, 2025, and disclosed that, at its meeting on July 24, 2025, the board of direc |
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| May 23, 2025 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 22, 2025 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 001 |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| April 25, 2025 |
Burke & Herbert Financial Services Corp. Announces First Quarter 2025 Results, Declares Common Stock Dividend, and Announces Share Repurchase Program For Immediate Release April 25, 2025 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) reported financial results for the quarter year ended March 31, 2025, and disclosed that, at its meetin |
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| April 25, 2025 |
1 1Q25 Update (Nasdaq: BHRB) April 2025 2 Cautionary Statement Regarding Forward-Looking Information This communication contains “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, with respect to the beliefs, goals, intenti |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2025 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 0 |
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| April 21, 2025 |
Burke & Herbert Financial Services Corp. Announces Appointment of Chief Accounting Officer Burke & Herbert Financial Services Corp. Announces Appointment of Chief Accounting Officer April 21, 2025 ALEXANDRIA, Va., April 21, 2025 /PRNewswire/ - Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) announced the appointment of Patrick “Kip” Huffman, CPA, as Senior Vice President and Chief Accounting Officer. Huffman brings nearly 20 years of accounti |
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| April 21, 2025 | ||
| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 21, 2025 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 0 |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 14, 2025 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 0 |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-416 |
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| March 17, 2025 |
NOTICE OF STOCK-SETTLED STOCK APPRECIATION RIGHTS GRANT Participant: Notice: You have been granted the following stock-settled stock appreciation rights (the "SARs") in accordance with the terms of the Summit Financial Group, Inc. |
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| March 17, 2025 |
Subsidiaries of Burke & Herbert Financial Services Corp. Exhibit 21.1 Subsidiaries of Registrant Name of Subsidiary Type State of Incorporation Burke & Herbert Bank & Trust Company State banking corporation Virginia SFG Capital Trust I Statutory business trust Delaware SFG Capital Trust II Statutory business trust Delaware SFG Capital Trust III Statutory business trust Delaware |
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| March 17, 2025 |
e & Herbert Financial Services Corp. Burke & Herbert Financial Services Corp. INSIDER TRADING POLICY Approved this 4th day of January, 2024 by the Board of Directors. Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Burke & Herbert Financial Services Corp. (together with its subsidiaries, unless the context requires otherwise, the “Company”) and the handling of c |
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| March 17, 2025 |
SEPARATION AGREEMENT AND RELEASE OF CLAIMS This Separation Agreement and Release of Claims (“Agreement”) is made by and between Jeffrey Welch (“Employee”), an individual, and Burke & Herbert Bank & Trust Company (“B&H” or the “Bank”), a bank conducting business in the Commonwealth of Virginia. |
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| March 6, 2025 |
Burke & Herbert Financial Services Corp. Announces Appointment of Chief Credit Officer Burke & Herbert Financial Services Corp. Announces Appointment of Chief Credit Officer March 6, 2025 ALEXANDRIA, Va., Jan. 24, 2025 /PRNewswire/ - Burke & Herbert Financial Services Corp. (the "Company" or "Burke & Herbert") (Nasdaq: BHRB) announced the appointment of Robert V. “Cedar” Hintelmann, Jr., as Executive Vice President and Chief Credit Officer, effective March 17, 2025. Hintelmann bring |
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| March 6, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 6, 2025 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 00 |
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| January 30, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 23, 2025 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporat |
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| January 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 23, 2025 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 24, 2025 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| January 24, 2025 |
Burke & Herbert Financial Services Corp. Announces Fourth Quarter and Full Year 2024 Results and Declares Common Stock Dividend For Immediate Release January 24, 2025 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) reported financial results for the quarter and the year ended December 31, 2024. In addition, at its meeting on January 23, |
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| January 24, 2025 |
1 4Q24 Update (Nasdaq: BHRB) January 2025 2 Cautionary Statement Regarding Forward-Looking Information This presentation contains “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, with respect to the beliefs, goals, intentions, and expectations of Burke & Herbert Financial Services Corp. |
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| December 9, 2024 |
Burke & Herbert Financial Services Corp. 100 S. Fairfax Street Alexandria, Virginia 22314 Burke & Herbert Financial Services Corp. 100 S. Fairfax Street Alexandria, Virginia 22314 December 9, 2024 Ms. Susan Block U. S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-0303 VIA EDGAR Re: Burke & Herbert Financial Services Corp. Registration Statement on Form S-3 File No. 333-283261 (the “Registration Statement”) Request for Acce |
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| December 6, 2024 |
As filed with the Securities and Exchange Commission on December 6, 2024 As filed with the Securities and Exchange Commission on December 6, 2024 Registration No. |
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| December 6, 2024 |
101 South Queen Street, Martinsburg, WV 25401 Attorneys at Law 125 Granville Square, Suite 400 Morgantown, WV 26501 600 Quarrier Street, Charleston, WV 25301 501 Avery Street, Parkersburg, WV 26101 P. |
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| December 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 3, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| November 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Burke & Herbert Financial Services Corp. |
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| November 15, 2024 |
Exhibit 4.5 BURKE & HERBERT FINANCIAL SERVICES CORP. AND as Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 6 SECTION 103. Form of Documents Delivered to Trustee 6 SECTION 104. Acts of Holders 7 SECTION 105. Notices, etc. 7 S |
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| November 15, 2024 |
Form of Subordinated Indenture Exhibit 4.7 BURKE & HERBERT FINANCIAL SERVICES CORP. AND , as Trustee INDENTURE Dated as of , 202 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 8 SECTION 103. Form of Documents Delivered to Trustee 8 SECTION 104. Acts of Holders 9 SECTION 105. Notices, e |
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| November 15, 2024 |
As filed with the Securities and Exchange Commission on November 15, 2024 As filed with the Securities and Exchange Commission on November 15, 2024 Registration No. |
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| November 15, 2024 |
Burke & Herbert Financial Serv Exhibit 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended The following description of the securities of Burke & Herbert Financial Services Corp. (the “Company”) may not be complete and is subject to, and qualified in its entirety by reference to, applicable provisions of Virginia law and the terms and provisions of |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 7, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| October 25, 2024 |
Burke & Herbert Financial Services Corp. Announces Third Quarter 2024 Results and Increases Common Stock Dividend For Immediate Release October 25, 2024 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) reported financial results for the quarter ended September 30, 2024. In addition, at its meeting on October 24, 2024, the board of direct |
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| October 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 25, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| October 25, 2024 |
1 3Q24 Update (Nasdaq: BHRB) October 2024 Please Note: Third quarter 2024 financial results reflect a full quarter following the May 3, 2024, completion of the merger of Summit Financial Group, Inc. |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 13, 2024 |
Articles of Incorporation Burke & Herbert Financial Services Corp. as amended ARTICLES OF INCORPORATION OF BURKE & HERBERT FINANCIAL SERVICES CORP. This is to certify that we do hereby associate ourselves to establish a corporation (the “Corporation”) under and by virtue of the Virginia Stock Corporation Act, Chapter 9, Title 13.1 of the Code of Virginia (the “Code”), and acts amendatory thereof, for the purposes, and under the corporate name, hereinafter mentioned, and to |
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| July 26, 2024 |
1 2Q24 Update (Nasdaq: BHRB) July 2024 2 Cautionary Statement Regarding Forward-Looking Information This presentation contains “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, with respect to the beliefs, goals, intention |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 26, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 00 |
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| July 26, 2024 |
Burke & Herbert Financial Services Corp. Announces Second Quarter 2024 Results and Declares Common Stock Dividend For Immediate Release July 26, 2024 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) reported financial results for the quarter ended June 30, 2024. In addition, at its meeting on July 25, 2024, the board of directors declare |
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| July 16, 2024 |
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BURKE & HERBERT FINANCIAL SERVICES CORP. Exhibit 99.1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BURKE & HERBERT FINANCIAL SERVICES CORP. The undersigned, on behalf of the corporation set forth below, pursuant to Article 11 of the Virginia Stock Corporation Act (the “Act”), states as follows: 1.The name of the corporation is Burke & Herbert Financial Services Corp. 2.The introductory paragraph to Article III of the corpora |
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| July 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 15, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 00 |
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| July 11, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 3, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation o |
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| July 11, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION The unaudited pro forma condensed combined consolidated financial information has been prepared using the acquisition method of accounting under the provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification, ASC 805 "Business Combinations", giving effect to Burke & Herbert |
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| July 10, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION The unaudited pro forma condensed combined consolidated financial information has been prepared using the acquisition method of accounting under the provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification, ASC 805 "Business Combinations", giving effect to Burke & Herbert |
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| July 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 3, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation o |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| May 10, 2024 |
Bylaws of Burke & Herbert Financial Services Corp. as amended Exhibit 3.4 BYLAWS OF BURKE & HERBERT FINANCIAL SERVICES CORP. Effective as May 3, 2024 ARTICLE I OFFICES SECTION 1. Principal Office. The principal office of the Corporation shall be located at the Main Office at the southeast intersection of King Street and Fairfax Street in the City of Alexandria, Virginia. The Board of Directors shall have the power and authority to change the location of the |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 3, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation o |
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| May 3, 2024 |
urke & Herbert Bylaw Amendment, dated and effective as of 12:01 a. Exhibit 3.5 EXHIBIT 1.4(b) To the Agreement and Plan of Reorganization Form of Bylaw Amendments to Bylaws of the Continuing Corporation Article III, Section 2 of the Bylaws of the Continuing Corporation shall be amended and restated as set forth below. 2. Number and Tenure. Effective as of the Effective Time (as defined herein), and notwithstanding any other provision of these Bylaws that may be t |
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| May 3, 2024 |
Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.3 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BURKE & HERBERT FINANCIAL SERVICES CORP. The undersigned, on behalf of the corporation set forth below, pursuant to Article 11 of the Virginia Stock Corporation Act (the “Act”), states as follows: 1.The name of the Corporation is Burke & Herbert Financial Services Corp. 2.Article III of the Corporation’s Articles of Incorporatio |
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| May 3, 2024 |
Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is dated as of August 24, 2023 (the “Signing Date”) by and between Burke & Herbert Bank & Trust Company, a Virginia community bank (the “Bank”), and H. Charles Maddy, III (“Executive”). This Agreement collectively refers to the Bank and Executive as the “Parties,” and separately may refer to any one of |
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| May 3, 2024 |
As filed with the Securities and Exchange Commission on May 3, 2024 As filed with the Securities and Exchange Commission on May 3, 2024 Registration No. |
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| May 3, 2024 |
Exhibit 10.3 BURKE & HERBERT FINANCIAL SERVICES CORP. 2023 STOCK INCENTIVE PLAN NOTICE OF GRANT OF PERFORMANCE RESTRICTED STOCK UNITS AWARD Burke & Herbert Financial Services Corp., pursuant to its 2023 Stock Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) this award of Performance Restricted Stock Units. The Performance Restricted Stock Units describe |
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| May 3, 2024 |
Burke & Herbert Bank 2024-2025 Merger Incentive Plan Exhibit 10.2 2024–2025 Merger Incentive Plan Purpose The purpose of this Merger Incentive Plan (the “Plan”) is to provide cash and equity-based incentive awards to members of senior management of Burke & Herbert Bank and its affiliates (referred to generally as the “Bank”), in order to retain and incentivize such individuals to achieve key milestones following the merger of Burke & Herbert Financi |
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| May 3, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Burke & Herbert Financial Services Corp. |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 3, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 001- |
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| May 3, 2024 |
Burke & Herbert Financial Services Corp. Completes Merger of Equals with Summit Financial Group, Inc. May 3, 2024 ALEXANDRIA, Va. and MOOREFIELD, W.Va., May 3, 2024 /PRNewswire/ - Burke & Herbert Financial Services Corp. ("Burke & Herbert") (Nasdaq: BHRB) today announced the completion of the merger of Summit Financial Group, Inc. ("Summit") with and into Burke & Herbert and the merger of Summit C |
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| May 1, 2024 |
As filed with the Securities and Exchange Commission on May 1, 2024 As filed with the Securities and Exchange Commission on May 1, 2024 Registration No. |
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| May 1, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Burke & Herbert Financial Services Corp. |
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| April 26, 2024 |
1 1Q24 Update (Nasdaq: BHRB) April 2024 On April 19, 2024, the Company and Summit Financial Group, Inc. |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 0 |
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| April 26, 2024 |
Burke & Herbert Financial Services Corp. Announces First Quarter 2024 Results and Declares Common Stock Dividend For Immediate Release April 26, 2024 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) reported financial results for the quarter ended March 31, 2024. In addition, at its meeting on April 25, 2024, the board of directors decla |
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| April 19, 2024 |
Burke & Herbert Financial Services Corp. and Summit Financial Group, Inc. Announce Receipt of Regulatory Approvals and Closing Date for Merger of Equals Burke & Herbert Annual Shareholder Meeting Date Established April 19, 2024 ALEXANDRIA, Va. and MOOREFIELD, W.Va., April 19, 2024 /PRNewswire/ - Burke & Herbert Financial Services Corp. ("Burke & Herbert") (Nasdaq: BHRB) and Summit Financial Group, |
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| April 19, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 19, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 0 |
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| April 12, 2024 |
BURKE & HERBERT BANK & TRUST COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As Amended and Restated Effective January 23, 2014 INTRODUCTION The Board of Directors of Burke & Herbert Bank & Trust Company adopted the Supplemental Executive Retirement Plan, effective as of January 1, 2010 (the "Plan"), for the purpose of attracting and retaining qualified individuals to serve as officers and managers of the Company. |
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| April 12, 2024 |
& Trust Company Nonqualified Deferred Compensation Plan for E AMENDMENT NO. 1 BURKE & HERBERT BANK & TRUST COMPANY NONQUALIFIED DEFERRED COMPENSATION PLAN FOR EMPLOYEES & DIRECTORS AMENDED & RESTATED EFFECTIVE AS OF JANUARY 1, 2021 WHEREAS, Burke & Herbert Bank & Trust Company (the “Bank”) maintains the Nonqualified Deferred Compensation Plan for Employees & Directors, as amended and restated effective as of January 1, 2021 (the “Plan”), in order to enable a |
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| April 12, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-416 |
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| March 22, 2024 |
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended The following description of the securities of Burke & Herbert Financial Services Corp. |
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| March 22, 2024 |
Subsidiaries of Burke & Herbert Financial Services Corp. Subsidiaries of Burke & Herbert Financial Services Corp. Name of Subsidiary State of Incorporation Burke & Herbert Bank & Trust Company Virginia |
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| March 22, 2024 |
Executive Compensation Recovery Policy BURKE & HERBERT FINANCIAL SERVICES CORP. CLAWBACK POLICY The Board of Directors (the “Board”) of Burke & Herbert Financial Services Corp. (the “Company”), upon recommendation of the Compensation Committee of the Board (the “Compensation Committee”) has adopted the following Clawback Policy (this “Policy”) on July 27, 2023, effective as of October 2, 2023 (the “Effective Date”). 1.Purpose. The purp |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 6, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| February 6, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 6, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| February 6, 2024 |
1 4Q23 Update (Nasdaq: BHRB) February 2024 On August 24, 2023, Burke & Herbert Financial Services Corp. |
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| February 6, 2024 |
EX-99.1 2 bhfsinvestordeckxq4x202.htm EX-99.1 1 4Q23 Update (Nasdaq: BHRB) February 2024 On August 24, 2023, Burke & Herbert Financial Services Corp. (the “Company”) and Summit Financial Group, Inc. ("Summit") (Nasdaq: SMMF) announced the signing of a definitive agreement under which Summit will merge with and into the Company in an all-stock merger of equals. When the merger is completed, the com |
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| January 26, 2024 |
Burke & Herbert Financial Services Corp. Announces Fourth Quarter and Full Year 2023 Results and Declares Common Stock Dividend For Immediate Release January 26, 2024 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) reported financial results for the quarter ended and year ended December 31, 2023. In addition, at its meeting on January 2 |
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| January 26, 2024 |
Burke & Herbert Financial Services Corp. Announces Fourth Quarter and Full Year 2023 Results and Declares Common Stock Dividend For Immediate Release January 26, 2024 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) reported financial results for the quarter ended and year ended December 31, 2023. In addition, at its meeting on January 2 |
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| January 26, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 26, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 26, 2024 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| December 7, 2023 |
Burke & Herbert Financial Services Corp. and Summit Financial Group, Inc. Announce Receipt of Shareholder Approval for Merger Alexandria, Va. and Moorefield, W. Va., December 6, 2023 /PRNewswire/ - Burke & Herbert Financial Services Corp. (“Burke & Herbert”) (Nasdaq: BHRB) and Summit Financial Group, Inc. (“Summit”) (Nasdaq: SMMF) today announced that at special meetings of their respective shareh |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 6, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| December 7, 2023 |
Burke & Herbert Financial Services Corp. and Summit Financial Group, Inc. Announce Receipt of Shareholder Approval for Merger Alexandria, Va. and Moorefield, W. Va., December 6, 2023 /PRNewswire/ - Burke & Herbert Financial Services Corp. (“Burke & Herbert”) (Nasdaq: BHRB) and Summit Financial Group, Inc. (“Summit”) (Nasdaq: SMMF) today announced that at special meetings of their respective shareh |
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| December 7, 2023 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 6, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| November 20, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 20, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization |
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| November 20, 2023 |
1 3Q23 Update (Nasdaq: BHRB) November 2023 On August 24, 2023, Burke & Herbert Financial Services Corp. |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 20, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization |
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| November 20, 2023 |
1 3Q23 Update (Nasdaq: BHRB) November 2023 On August 24, 2023, Burke & Herbert Financial Services Corp. |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Filed Pursuant to Rule 424(b)(3) Registration No. 333-274810 PROSPECTUS SUPPLEMENT, NO. 1, DATED NOVEMBER 9, 2023 (to Joint Proxy Statement/Prospectus, Dated October 16, 2023) This Prospectus Supplement No. 1, dated November 9, 2023 (this “Supplement”), updates and supplements the joint proxy statement/prospectus dated October 16, 2023 (the “Joint Proxy Statement/Prospectus”). Burke & Herbert Fina |
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| November 9, 2023 |
Filed by Burke & Herbert Financial Services Corp. (Commission File No. 001-41633) 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 Form S-4 file No. 333-274810 Subject Company: Summit Financial Group, Inc. (Commission File No. 000-16587) Date: November 9, 2023 November 9, 2023 Dear Burke & Herbert Financial Ser |
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| October 27, 2023 |
Burke & Herbert Financial Services Corp. Announces Third Quarter 2023 Results and Declares Common Stock Dividend For Immediate Release October 27, 2023 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) reported financial results for the quarter ended September 30, 2023. In addition, at its meeting on October 26, 2023, the board of directo |
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| October 27, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 27, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| October 16, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274810 To the Shareholders of Burke & Herbert Financial Services Corp. and Summit Financial Group, Inc. MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of Burke & Herbert Financial Services Corp. (“Burke & Herbert”) and Summit Financial Group, Inc. (“Summit”), we are pleased to enclose the accompanying joint pro |
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| October 12, 2023 |
Burke & Herbert Financial Services Corp. 100 S. Fairfax Street Alexandria, VA 22314 Burke & Herbert Financial Services Corp. 100 S. Fairfax Street Alexandria, VA 22314 October 12, 2023 via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: Burke & Herbert Financial Services Corp. Registration Statement on Form S-4 (Registration No. 333-274810) Request for Acceleration of Effectiveness Ladies and Gentlemen Pursuant |
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| October 12, 2023 |
Form of Proxy of Burke & Herbert Financial Services Corp. 0 - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 14475 BURKE & HERBERT FINANCIAL SERVICES CORP. Proxy for Special Meeting of Shareholders on December 6, 2023 For holders of record as of October 12, 2023 PROXY FOR COMMON SHARES SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF SHAREHOLDERS OF BURKE & HERBERT FIN |
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| October 12, 2023 |
Form of Proxy of Summit Financial Group, Inc. 1 U P X Using a black ink pen, mark your votes with an X as shown in this example. |
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| October 12, 2023 |
As filed with the Securities and Exchange Commission on October 12, 2023 As filed with the Securities and Exchange Commission on October 12, 2023 Registration No. |
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| October 2, 2023 |
Exhibit 99.12 Consent of Person Named as About to Become Director In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a person who is anticipated to become a director of Burke & Herbert Financial Services Corp. (“Burke & Herbert”) following the consummation of the merger of Summit Financial Group, Inc. (“Summit”) with and into |
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| October 2, 2023 |
Exhibit 99.7 Consent of Person Named as About to Become Director In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a person who is anticipated to become a director of Burke & Herbert Financial Services Corp. (“Burke & Herbert”) following the consummation of the merger of Summit Financial Group, Inc. (“Summit”) with and into |
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| October 2, 2023 |
Consent of Keefe, Bruyette & Woods, Inc. Exhibit 99.3 CONSENT OF KEEFE, BRUYETTE & WOODS, INC. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Burke & Herbert Financial Services Corp. (“Burke & Herbert”), as Annex B to the Joint Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 filed on the date hereof (the “Registration Statement”) relating to the proposed merge |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on September 29, 2023 As filed with the Securities and Exchange Commission on September 29, 2023 Registration No. |
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| October 2, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Burke & Herbert Financial Services Corp. |
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| October 2, 2023 |
Exhibit 99.9 Consent of Person Named as About to Become Director In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a person who is anticipated to become a director of Burke & Herbert Financial Services Corp. (“Burke & Herbert”) following the consummation of the merger of Summit Financial Group, Inc. (“Summit”) with and into |
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| October 2, 2023 |
Consent of Georgette R. George Exhibit 99.8 Consent of Person Named as About to Become Director In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a person who is anticipated to become a director of Burke & Herbert Financial Services Corp. (“Burke & Herbert”) following the consummation of the merger of Summit Financial Group, Inc. (“Summit”) with and into |
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| October 2, 2023 |
Exhibit 99.6 Consent of Person Named as About to Become Director In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a person who is anticipated to become a director of Burke & Herbert Financial Services Corp. (“Burke & Herbert”) following the consummation of the merger of Summit Financial Group, Inc. (“Summit”) with and into |
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| October 2, 2023 |
Consent of D.A. Davidson & Co. Exhibit 99.4 September 29, 2023 Board of Directors Summit Financial Group, Inc. 300 North Main Street Moorefield, WV 26836 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated August 24, 2023, to the Board of Directors of Summit Financial Group, Inc. as Annex C to the Joint Proxy Statement/Prospectus, which forms a part of the Registration Statement on Form S-4 of |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 29, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organizatio |
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| October 2, 2023 |
Burke & Herbert Financial Services Corp. and Summit Financial Group, Inc. Submit Filings Related to Merger Agreement ALEXANDRIA, Va., October 2, 2023 /PRNewswire/ - Burke & Herbert Financial Services Corp. (“Burke & Herbert”) (Nasdaq: BHRB) and Summit Financial Group, Inc. (“Summit”) (Nasdaq: SMMF) today announced the submission of regulatory filings related to the merger agreement between Burke & |
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| October 2, 2023 |
Burke & Herbert Financial Services Corp. and Summit Financial Group, Inc. Submit Filings Related to Merger Agreement ALEXANDRIA, Va., October 2, 2023 /PRNewswire/ - Burke & Herbert Financial Services Corp. (“Burke & Herbert”) (Nasdaq: BHRB) and Summit Financial Group, Inc. (“Summit”) (Nasdaq: SMMF) today announced the submission of regulatory filings related to the merger agreement between Burke & |
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| October 2, 2023 |
Consent of Jason A. Kitzmiller Exhibit 99.10 Consent of Person Named as About to Become Director In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a person who is anticipated to become a director of Burke & Herbert Financial Services Corp. (“Burke & Herbert”) following the consummation of the merger of Summit Financial Group, Inc. (“Summit”) with and into |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 29, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organizatio |
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| October 2, 2023 |
Consent of H. Charles Maddy, III Exhibit 99.5 Consent of Person Named as About to Become Director In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a person who is anticipated to become a director of Burke & Herbert Financial Services Corp. (“Burke & Herbert”) following the consummation of the merger of Summit Financial Group, Inc. (“Summit”) with and into |
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| October 2, 2023 |
Exhibit 99.11 Consent of Person Named as About to Become Director In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a person who is anticipated to become a director of Burke & Herbert Financial Services Corp. (“Burke & Herbert”) following the consummation of the merger of Summit Financial Group, Inc. (“Summit”) with and into |
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| August 29, 2023 |
Filed by Summit Financial Group, Inc. 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: Summit Financial Group, Inc. Commission File No.: 0-16587 Date: August 29, 2023 On August 25, 2023, Summit Financial Group, Inc. (“Summit”) filed a copy of a presentation made available to employees of Summit |
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| August 29, 2023 |
Filed by Summit Financial Group, Inc. 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: Summit Financial Group, Inc. Commission File No.: 0-16587 Date: August 29, 2023 On August 25, 2023, Summit Financial Group, Inc. (“Summit”) filed a copy of a presentation made available to customers of Summit |
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| August 25, 2023 |
ir.burkeandherbertbank.com burkeandherbertbank.com Coming Together to Create an Exceptional Community Bank Customer Packet Filed by Burke & Herbert Financial Services Corp. (Commission File No. 001-41633) 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: Summit Financial Group, Inc. (Commission |
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| August 25, 2023 |
ir.burkeandherbertbank.com burkeandherbertbank.com Coming Together to Create an Exceptional Community Bank Team Member Packet Filed by Burke & Herbert Financial Services Corp. (Commission File No. 001-41633) 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: Summit Financial Group, Inc. (Commissi |
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| August 25, 2023 |
mergeragreement AGREEMENT AND PLAN OF REORGANIZATION between BURKE & HERBERT FINANCIAL SERVICES CORP. |
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| August 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 24, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| August 25, 2023 |
Exh. 5.8(b)-1 EXHIBIT 5.8(b) To the Agreement and Plan of Reorganization FORM OF BHRB AFFILIATE AGREEMENT THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of August 24, 2023, is by and among BURKE & HERBERT FINANCIAL SERVICES CORP., a Virginia corporation (“BHRB”), SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“SMMF”), and the undersigned shareholder of BHRB (“Shareholder”). All c |
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| August 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 24, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| August 25, 2023 |
exhibit992 Exh. 5.8(b)-1 EXHIBIT 5.8(b) To the Agreement and Plan of Reorganization FORM OF BHRB AFFILIATE AGREEMENT THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of August 24, 2023, is by and among BURKE & HERBERT FINANCIAL SERVICES CORP., a Virginia corporation (“BHRB”), SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“SMMF”), and the undersigned shareholder of BHRB (“Sharehold |
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| August 25, 2023 |
exhibit991 Ex. 5.8(a)-1 EXHIBIT 5.8(a) To the Agreement and Plan of Reorganization FORM OF SMMF AFFILIATE AGREEMENT THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of August 24, 2023, is by and among BURKE & HERBERT FINANCIAL SERVICES CORP., a Virginia corporation (“BHRB”), SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“SMMF”), and the undersigned shareholder of SMMF (“Shareholde |
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| August 25, 2023 |
exhibit991 Ex. 5.8(a)-1 EXHIBIT 5.8(a) To the Agreement and Plan of Reorganization FORM OF SMMF AFFILIATE AGREEMENT THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of August 24, 2023, is by and among BURKE & HERBERT FINANCIAL SERVICES CORP., a Virginia corporation (“BHRB”), SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation (“SMMF”), and the undersigned shareholder of SMMF (“Shareholde |
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| August 25, 2023 |
mergeragreement AGREEMENT AND PLAN OF REORGANIZATION between BURKE & HERBERT FINANCIAL SERVICES CORP. |
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| August 24, 2023 |
Burke & Herbert Financial Services Corp. and Summit Financial Group, Inc. Announce Merger of Equals ALEXANDRIA, Va., August 24, 2023 /PRNewswire/ ‐‐ Burke & Herbert Financial Services Corp. (“Burke & Herbert”) (Nasdaq: BHRB) and Summit Financial Group, Inc. (“Summit”) (Nasdaq: SMMF) today announced they have entered into a definitive agreement under which Summit will merge with and into Burke & He |
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| August 24, 2023 |
Burke & Herbert Financial Services Corp. and Summit Financial Group, Inc. Announce Merger of Equals ALEXANDRIA, Va., August 24, 2023 /PRNewswire/ ‐‐ Burke & Herbert Financial Services Corp. (“Burke & Herbert”) (Nasdaq: BHRB) and Summit Financial Group, Inc. (“Summit”) (Nasdaq: SMMF) today announced they have entered into a definitive agreement under which Summit will merge with and into Burke & He |
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| August 24, 2023 |
Burke & Herbert Financial Services Corp. (Nasdaq: BHRB) Merger of Equals with Summit Financial Group, Inc. (Nasdaq: SMMF) August 24, 2023 2 Forward-looking Statements This presentation 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 |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 24, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| August 24, 2023 |
Burke & Herbert Financial Services Corp. (Nasdaq: BHRB) Merger of Equals with Summit Financial Group, Inc. (Nasdaq: SMMF) August 24, 2023 2 Forward-looking Statements This presentation 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 |
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| August 24, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 24, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| July 28, 2023 |
1 2Q23 Update (Nasdaq: BHRB) July 2023 2 Cautionary Statement Regarding Forward Looking Information This presentation contains statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| July 28, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 28, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 00 |
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| July 28, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 28, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 00 |
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| July 28, 2023 |
Burke & Herbert Financial Services Corp. Announces Second Quarter 2023 Results and Declares Common Stock Dividend For Immediate Release July 28, 2023 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company”) (Nasdaq: BHRB) reported financial results for the quarter ended June 30, 2023. In addition, at its meeting on July 27, 2023, the board of directors declared a $0.53 per share r |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 31, 2023 |
Form of RSU Award Agreement under the 2023 SIP BURKE & HERBERT FINANCIAL SERVICES CORP. 2023 STOCK INCENTIVE PLAN NOTICE OF GRANT OF TIME-BASED RESTRICTED STOCK UNITS AWARD Burke & Herbert Financial Services Corp., pursuant to its 2023 Stock Incentive Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”) this award of Restricted Stock Units. The Restricted Stock Units described in this Notice of Grant of Time-Base |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 26, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 001 |
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| May 26, 2023 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Burke & Herbert Financial Services Corp. |
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| May 26, 2023 |
Burke & Herbert Financial Services Corp. 2023 Employee Stock Purchase Plan BURKE & HERBERT FINANCIAL SERVICES CORP. 2023 EMPLOYEE STOCK PURCHASE PLAN 1.Purpose. The purpose of the Burke & Herbert Financial Services Corp. 2023 Employee Stock Purchase Plan is to provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends that the |
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| May 26, 2023 |
Burke & Herbert Financial Services Corp. 2023 Stock Incentive Plan BURKE & HERBERT FINANCIAL SERVICES CORP. 2023 STOCK INCENTIVE PLAN Section 1. Purpose; Definitions. The purposes of the Burke & Herbert Financial Services Corp. 2023 Stock Incentive Plan (as amended from time to time, the “Plan”) are to: (a) enable Burke & Herbert Financial Services Corp. (the “Company”) and its affiliated companies to recruit and retain highly qualified employees, directors and c |
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| May 26, 2023 |
As filed with the Securities and Exchange Commission on May 26, 2023 As filed with the Securities and Exchange Commission on May 26, 2023 Registration No. |
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| May 26, 2023 |
Earnings Presentation, dated May bhfsinvestordeckxmayxq1 |
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| April 28, 2023 |
Burke & Herbert Financial Services Corp. Announces First Quarter 2023 Results and Declares Common Stock Dividend For Immediate Release April 28, 2023 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company”) (Nasdaq: BHRB) reported financial results for the quarter ended March 31, 2023. In addition, at its meeting on April 27, 2023, the board of directors declared a $0.53 per share |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 28, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 0 |
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| April 25, 2023 |
Burke & Herbert Financial Services Corp. Announces Effectiveness of Registration Statement on Form 10 and Listing on Nasdaq Capital Market® April 25, 2023 Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company”) (Nasdaq: BHRB), the bank holding company for Burke & Herbert Bank & Trust Company, announced that its Registration Statement on Form 10 has been declared effective by the |
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| April 25, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2023 Date of Report (date of earliest event reported) Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 0 |
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| April 21, 2023 |
As filed with the Securities and Exchange Commission on April 21, 2023 As filed with the Securities and Exchange Commission on April 21, 2023 File No. 001-41633 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) |
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| April 21, 2023 |
Burke & Herbert Financial Services Corp. 100 S. Fairfax Street Alexandria, VA 22314 April 21, 2023 Burke & Herbert Financial Services Corp. 100 S. Fairfax Street Alexandria, VA 22314 April 21, 2023 BY EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Michael Henderson, Cara Lubit, Todd K. Schiffman and James Lopez RE: Burke & Herbert Financial Services Corp. Registration Statement on Form 10 File No. 001-4163 |
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| April 20, 2023 |
Troutman Pepper Hamilton Sanders LLP 401 9th Street, NW, Suite 1000 Washington, DC 20004 troutman. |
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| April 20, 2023 |
As filed with the Securities and Exchange Commission on April 20, 2023 As filed with the Securities and Exchange Commission on April 20, 2023 File No. 001-41633 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) |
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| April 3, 2023 |
As filed with the Securities and Exchange Commission on April 3, 2023 As filed with the Securities and Exchange Commission on April 3, 2023 File No. 001-41633 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter) |
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| April 3, 2023 |
Troutman Pepper Hamilton Sanders LLP 401 9th Street, NW, Suite 1000 Washington, DC 20004 troutman. |
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| April 3, 2023 |
Specimen certificate for the Common Stock of Burke & Herbert Financial Services Corp. Exhibit 4.1 |
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| April 3, 2023 |
Articles of Amendment to the Articles of Incorporation of Burke & Herbert Financial Services Corp Exhibit 3.2 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION AT RICHMOND, OCTOBER 28, 2022 The State Corporation Commission has found the articles of amendment submitted on behalf of Burke & Herbert Financial Services Corp. to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this CERTIFICATE OF AMENDMENT be issued and admitted to re |
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| February 28, 2023 |
Exhibit 10.1 BURKE & HERBERT BANK & TRUST CO. 2019 STOCK INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions. The following definitions shall apply as used herein and in the individual Awa |
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| February 28, 2023 |
Subsidiaries of Burke & Herbert Financial Services Corp. Exhibit 21.1 Subsidiaries of Burke & Herbert Financial Services Corp. Name of Subsidiary State of Incorporation Burke & Herbert Bank & Trust Company Virginia |
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| February 28, 2023 |
Articles of Incorporation of Burke & Herbert Financial Services Corp. Exhibit 3.1 Commonwealth of Virginia State Corporation Commission Office of the Clerk Commonwealth of Virginia State Corporation Entity ID: 11337362 Filing Num ber: 2209144 953458 Fili ng Date/Time: 09/14/2022 11:21 AM Effective Date/Time: 09/14/2022 11 :21 AM ARTICLES OF INCORPORATION OF BURKE & HERBERT FINANCIAL SERVICES CORP. This is to certify that we do hereby associate ourselves to establish |
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| February 28, 2023 |
2021 Amended & Restated Nonqualified Deferred Compensation Plan for Employers & Directors Exhibit 10.3 BURKE & HERBERT BANK & TRUST COMPANY NONQUALIFIED DEFERRED COMPENSATION PLAN FOR EMPLOYEES & DIRECTORS Amended & Restated Effective as of January 1, 2021 INTRODUCTION The Compensation Committee of the Board of Directors of Burke & Herbert Bank & Trust Company (the "Company") has adopted this Nonqualified Deferred Compensation Plan for Employees & Directors, as amended and restated eff |
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| February 28, 2023 |
Exhibit 10.4 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is dated this 1" day of September, 2022 (the "Effective Date") by and between Burke & Herbert Bank & Trust Company, a Virginia community bank (the "Bank"), and David P. Boyle ("Executive"). This Agreement collectively refers to the Bank and the Executive as the |
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| February 28, 2023 |
Bylaws of Burke & Herbert Financial Services Corp. Exhibit 3.2 BYLAWS OF BURKE & HERBERT FINANCIAL SERVICES CORP. Effective as September 22, 2022 ARTICLE I OFFICES SECTION 1. Principal Office. The principal office of the Corporation shall be located at the Main Office at the southeast intersection of King Street and Fairfax Street in the City of Alexandria, Virginia. The Board of Directors shall have the power and authority to change the location |
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| February 28, 2023 |
As filed with the Securities and Exchange Commission on February 28, 2023 As filed with the Securities and Exchange Commission on February 28, 2023 File No. |
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| February 28, 2023 |
Exhibit 10.6 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this "Agreement") is dated this 1" day of September, 2022 (the "Effective Date) by and between Burke & Herbert Bank & Trust Company, a Virginia community bank (the "Bank"), and Roy E. Halyama ("Executive). This Agreement collectively refers to the Bank and the Executive as the " |
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| February 28, 2023 |
Exhibit 10.7 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment is made as of this}27th day of October, 2022 (the "Amendment"), between Burke & Herbert Bank & Trust Company, a Virginia community bank (the "Bank"), and Roy E. Halyama ("Executive"). WITNESSETH WHEREAS, the Bank and Executive are parties to an Employment Agreement, dated as of September 1, 2022 (the "Agreement"); and WHEREAS, eff |
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| February 28, 2023 |
Exhibit 10.8 CHANGE IN CONTROL AGREEMENT OF JEFFREY A. WELCH This Change in Control Agreement ("Agreement") is made and entered into as of the 16" day of June 2014, by and between Burke & Herbert Bank, a corporation doing business in the Commonwealth of Virginia ("B&HB" or "the Bank"), and Jeffrey A. Welch ("Executive") (collectively, the "parties"). WHEREAS, Executive commenced employment with B& |
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| February 28, 2023 |
Burke & Herbert Bank & Trust Supplemental Executive Retirement Plan, effective January 23, 2014 Exhibit 10.9 BURKE & HERBERT BANK & TRUST COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As Amended and Restated Effective January 23, 2014 INTRODUCTION The Board of Directors of Burke & Herbert Bank & Trust Company adopted the Supplemental Executive Retirement Plan, effective as of January 1, 2010 (the "Plan"), for the purpose of attracting and retaining qualified individuals to serve as officers |
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| February 28, 2023 |
2019 Stock Incentive Plan as Amended October 27, 2022 Exhibit 10.2 BURKE & HERBERT FINANCIAL SERVICES CORP. 2019 STOCK INCENTIVE PLAN AS AMENDED OCTOBER 27, 2022 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions. The following definitions shall apply as u |
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| February 28, 2023 |
Exhibit 10.5 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment is made as of this 27th day of October, 2022 (the Amendment"), between Burke & Herbert Bank & Trust Company, a Virginia community bank (the "Bank"), and David P. Boyle ("Executive"). WITNESSETH WHEREAS, the Bank and Executive are parties to an Employment Agreement, dated as of September 1, 2022 (the "Agreement"); and WHEREAS, effe |
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| February 28, 2023 |
Specimen certificate for the Common Stock of Burke & Herbert Financial Services Corp. Exhibit 4.1 slide1 slide2 |
