8-K current report · filed May 1, 2026

Burke & Herbert Financial Services Corp. (BHRB) 8-K Current Report: May 1, 2026

Item 2.01Item 5.02Item 5.03Item 8.01BHRB overview

Short answer

Burke & Herbert Financial Services Corp. (BHRB) filed an 8-K current report with the SEC on May 1, 2026 reporting Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 5.02 (Departure/Election of Directors or Officers), Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 8.01 (Other Events). Merger with LINKBANCORP completed May 1, 2026, creating immediate operating and integration responsibilities.

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

AI summary of each reported item and its exhibits

Item 2.01 · Completion of Acquisition or Disposition of Assets

  • Merger with LINKBANCORP completed May 1, 2026, creating immediate operating and integration responsibilities
  • LNKB holders received 0.1350 Burke & Herbert shares per share, with approximately 5,102,855 shares issued
  • LINKBANK merged into Burke & Herbert Bank, expanding the surviving bank’s platform under Burke & Herbert ownership
  • Two independent LNKB directors joined Burke & Herbert’s board, while three LNKB-linked directors joined the bank board
  • LNKB equity awards and warrants converted into Burke & Herbert securities, preserving potential future dilution

Item 5.02 · Departure/Election of Directors or Officers

  • LNKB directors Diane Poillon and Kristen Snyder joined the surviving company’s board, preserving acquired-bank representation after the merger
  • Carl Lundblad became COO, adding LNKB leadership and integration experience to Burke & Herbert’s operating management
  • Lundblad receives $494,400 salary, target incentive of at least 60% of salary, $1,146,074 merger payment, and $617,117 RSU award
  • COO transition shifts Joseph Hager to Chief Operations Officer, while Kirtan Parikh becomes CFO July 1, 2026
  • Parikh’s CFO appointment supports succession as President H. Charles Maddy retires June 30, 2026 and Roy Halyama is expected to become president

Item 5.03 · Amendments to Articles of Incorporation or Bylaws

  • Board size increased to 17 directors immediately before the Effective Time
  • Bylaws now let directors establish, increase, or decrease board size
  • Removal of fixed director-range limits increases board flexibility and may support transaction-related governance changes

Item 8.01 · Other Events

  • Completion of the Merger and Bank Merger announced May 1, 2026
  • Transaction closing marks execution of BHRB’s announced strategic combination
  • Exhibit 99.1 contains the press release and transaction details

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