{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-24-014543","form_type":"8-K","ticker":null,"cik":"0000811808","company_name":"SUMMIT FINANCIAL GROUP, INC.","filed_at":"2024-05-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:22.044123+00:00","generated_at":"2026-06-02T23:34:47.753830+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Burke & Herbert completes merger with Summit Financial Group, exchange ratio 0.5043","bullets":["Each Summit common share converted into 0.5043 Burke & Herbert shares; ~7.4M shares issued as consideration.","Summit's common stock delisted from Nasdaq; intends to file Form 15 to suspend SEC reporting obligations.","Summit directors and executive officers resigned; eight Summit directors appointed to Burke & Herbert board.","H. Charles Maddy III named President of Burke & Herbert; other Summit executives appointed to key roles.","Summit preferred stock converted into new Burke & Herbert Series 2021 Preferred Stock with 6% dividend."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-24-014543","json":"https://secwatch.observer/filing/0001437749-24-014543.json","markdown":"https://secwatch.observer/filing/0001437749-24-014543.md","text":"https://secwatch.observer/filing/0001437749-24-014543.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/smmf20240503_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T23:34:47.753830+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0366e3dc1c","claim":"Jill S. 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Wilson, Sr.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director of Burke & Herbert Bank"}]},{"claim_id":"e8b0aa99ed","claim":"H. Charles Maddy, III was appointed as Director of Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC..","evidence_excerpt":"The eight directors of SCB designated by Summit pursuant to the Merger Agreement, each of whom was appointed as a member of the Burke & Herbert Bank board of directors as of the Effective Time, are as follows: Oscar M. Bean, Ronald L. Bowling, J. Scott Bridgeforth, James M. Cookman, James P. Geary, II, Georgette R. George, H. Charles Maddy, III, and David H. Wilson, Sr.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director of Burke & Herbert Bank"}]},{"claim_id":"eb340eb315","claim":"Gary L. Hinkle departed as Director (Summit) at SUMMIT FINANCIAL GROUP, INC..","evidence_excerpt":"At the Effective Time of the Merger, all of the directors and executive officers of Summit ceased serving as directors and executive officers of Summit.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm","confidence":0.92,"family_label":"Executive change","details":[{"label":"Action","value":"ceased"},{"label":"Role","value":"Director (Summit)"}]},{"claim_id":"ecd1ba5bb8","claim":"J. Scott Bridgeforth was appointed as Director of Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC..","evidence_excerpt":"The eight directors of SCB designated by Summit pursuant to the Merger Agreement, each of whom was appointed as a member of the Burke & Herbert Bank board of directors as of the Effective Time, are as follows: Oscar M. Bean, Ronald L. Bowling, J. Scott Bridgeforth, James M. Cookman, James P. Geary, II, Georgette R. George, H. Charles Maddy, III, and David H. Wilson, Sr.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director of Burke & Herbert Bank"}]},{"claim_id":"f62cfd9ef2","claim":"James M. Cookman resigned as Director (Summit) at SUMMIT FINANCIAL GROUP, INC..","evidence_excerpt":"Ronald L. Bowling, J. Scott Bridgeforth, James M. Cookman, Ronald B. Spencer and David H. Wilson, Sr. tendered their resignations as members of the board of directors of Summit","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm","confidence":0.98,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director (Summit)"}]},{"claim_id":"fce863940f","claim":"Robert S. Tissue was appointed as Executive Vice President of Balance Sheet Strategy of Burke & Herbert and Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC..","evidence_excerpt":"Robert S. Tissue, Summit’s Executive Vice President and Chief Financial Officer prior to the Merger, was appointed to serve as Executive Vice President of Balance Sheet Strategy of Burke & Herbert and Burke & Herbert Bank","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Executive Vice President of Balance Sheet Strategy of Burke & Herbert and Burke & Herbert Bank"}]},{"claim_id":"cda09da014babd61b82dfa9be9251d1c016d1d4f","claim":"SUMMIT FINANCIAL GROUP, INC.: Burke & Herbert filed an amended certificate of incorporation establishing the Series 2021 Preferred Stock, effective May 3, 2024, immediately prior to the merger effective time (effective 2024-05-03).","evidence_excerpt":"Burke & Herbert filed an amended certificate of incorporation (the “Amended Certificate”) with the Virginia State Corporation Commission (the “VSCC”), establishing the powers, preferences, privileges, and rights of the Burke & Herbert Series 2021 Preferred Stock. The Amended Certificate became effective on May 3, 2024, immediately prior to the Effective Time","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-05-03"}]},{"claim_id":"f6a8cf39831f1c1646dd2e522994b7fb87e8df97","claim":"SUMMIT FINANCIAL GROUP, INC.: Bylaws of Burke & Herbert were amended to fix board size at 16 directors, specify director categories, and provide governance arrangements for director nominations and vacancies, effective as of the merger effective time.","evidence_excerpt":"the bylaws of Burke & Herbert were amended to provide for certain governance arrangements for the continuing corporation, effective as of the Effective Time. The Burke & Herbert bylaw amendment fixes the number of directors on the Burke & Herbert Board at 16 directors and provides that eight of these directors will consist of the eight Burke & Herbert directors designated by Burke & Herbert pursuant to the Merger Agreement (the “Burke & Herbert Continuing Directors”) and eight will consist of the Summit Continuing Directors.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}]},{"claim_id":"ebe0a5e9b7305ca1778825e89cff0748c7cccef3","claim":"SUMMIT FINANCIAL GROUP, INC. underwent a change of control involving Burke & Herbert Financial Services Corp. for 0.5043 shares of Burke & Herbert Common Stock per share of Summit Common Stock (closed 2024-05-03).","evidence_excerpt":"Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by Burke & Herbert and Summit, was converted into the right to receive 0.5043 shares (the “Exchange Ratio”) of common stock, par value $0.50 per share, of Burke & Herbert (“Burke & Herbert Common Stock” and such shares the “Merger Consideration”). Holders","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Burke & Herbert Financial Services Corp."},{"label":"Consideration","value":"0.5043 shares of Burke & Herbert Common Stock per share of Summit Common Stock"},{"label":"Closing","value":"2024-05-03"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}