8-K current report · filed Sep 30, 2026

Burke & Herbert Financial Services Corp. (BHRB) 8-K Current Report: September 30, 2026

Item 1.01Item 7.01Item EX-99.1BHRB overview

Short answer

Burke & Herbert Financial Services Corp. (BHRB) filed an 8-K current report with the SEC on September 30, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). $100 million subordinated debt issuance at 7.00% fixed through 2031, creating substantial long-term interest expense.

Burke & Herbert Financial Services Corp. 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • $100 million subordinated debt issuance at 7.00% fixed through 2031, creating substantial long-term interest expense
  • Floating rate after October 1, 2031 at benchmark plus 222 basis points, with maturity on October 1, 2036
  • Proceeds target refinancing $42.6 million of higher-rate subordinated notes and potential redemption of $75 million 3.25% notes
  • Potential $15 million preferred-stock redemption and bank growth funding could improve capital flexibility
  • Notes are unsecured and structurally subordinated to Bank creditors, increasing investor recovery risk in a downside scenario

Item 7.01 · Regulation FD Disclosure

  • Boilerplate Regulation FD exhibit disclaimer, not substantive business disclosure
  • No investor-actionable financial, operational, or strategic information in the provided text

Item EX-99.1 · Exhibit EX-99.1

  • $100.0M subordinated notes priced at par, carrying 7.00% fixed interest through 2031 and maturing October 1, 2036
  • Floating-rate period begins 2031 at Three-Month Term SOFR plus 222 basis points, creating future interest-rate exposure
  • Intended Tier 2 capital, strengthening regulatory capital and funding Bank growth
  • Proceeds target refinancing $42.6M of higher-cost subordinated debt, including notes currently priced at SOFR plus 475–590 basis points
  • Potential redemption of $75.0M subordinated notes and $15.0M preferred stock could reshape capital costs and securities outstanding

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