--- 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" generated_at: "2026-06-02T23:34:47.753830+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Burke & Herbert completes merger with Summit Financial Group, exchange ratio 0.5043 ## Summary - 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. ## SEC filing metadata - accession: 0001437749-24-014543 - form_type: 8-K - cik: 0000811808 - company_name: SUMMIT FINANCIAL GROUP, INC. - filed_at: 2024-05-03T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-24-014543 - JSON: https://secwatch.observer/filing/0001437749-24-014543.json - Plain text: https://secwatch.observer/filing/0001437749-24-014543.txt ## Key facts - Executive change Jill S. Upson departed as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change David H. Wilson, Sr. was appointed as Director of Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert Bank source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Julie R. Markwood departed as Executive Vice President and Chief Accounting Officer (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: Executive Vice President and Chief Accounting Officer (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Jill S. Upson was appointed as Director of Burke & Herbert at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert source text: The eight Summit directors designated by Summit pursuant to the Merger Agreement, each of whom was appointed as a member of the board of directors of Burke & Herbert as of the Effective Time (the “Summit Continuing Directors”), are as follows: Oscar M. Bean, James P. Geary, II, Georgette R. George, Gary L. Hinkle, Jason A. Kitzmiller, H. Charles Maddy, III, Charles S. Piccirillo, and Jill S. Upson. evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Julie R. Markwood was appointed as Senior Vice President and Chief Accounting Officer of Burke & Herbert and Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Senior Vice President and Chief Accounting Officer of Burke & Herbert and Burke & Herbert Bank source text: Julie R. Markwood, Summit's Executive Vice President and Chief Accounting Officer prior to the Merger, was appointed to serve as Senior Vice President and Chief Accounting Officer of Burke & Herbert and Burke & Herbert Bank evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change James P. Geary, II departed as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change H. Charles Maddy, III was appointed as President of Burke & Herbert and Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: President of Burke & Herbert and Burke & Herbert Bank source text: H. Charles Maddy, III, Summit’s President and Chief Executive Officer prior to the Merger, was appointed to serve as President of Burke & Herbert and Burke & Herbert Bank evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Oscar M. Bean was appointed as Vice Chair of the Board of Burke & Herbert at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Vice Chair of the Board of Burke & Herbert source text: Mr. Bean, the chair of the Summit board of directors, was appointed as a Vice Chair of the board of directors of Burke & Herbert. evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Bradford E. Ritchie was appointed as Executive Vice President and Chief Lending Officer of Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Executive Vice President and Chief Lending Officer of Burke & Herbert Bank source text: Bradford E. Ritchie, Summit’s Executive Vice President and President of SCB prior to the Merger, was appointed to serve as Executive Vice President and Chief Lending Officer of Burke & Herbert Bank evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Gary L. Hinkle was appointed as Director of Burke & Herbert at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert source text: The eight Summit directors designated by Summit pursuant to the Merger Agreement, each of whom was appointed as a member of the board of directors of Burke & Herbert as of the Effective Time (the “Summit Continuing Directors”), are as follows: Oscar M. Bean, James P. Geary, II, Georgette R. George, Gary L. Hinkle, Jason A. Kitzmiller, H. Charles Maddy, III, Charles S. Piccirillo, and Jill S. Upson. evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Joseph W. Hager was appointed as Chief Operating Officer of Burke & Herbert and Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Chief Operating Officer of Burke & Herbert and Burke & Herbert Bank source text: Joseph W. Hager, Summit's Chief Risk Officer prior to the Merger, was appointed to serve as Chief Operating Officer of Burke & Herbert and Burke & Herbert Bank evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change H. Charles Maddy, III departed as President and Chief Executive Officer (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: President and Chief Executive Officer (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Robert S. Tissue departed as Executive Vice President and Chief Financial Officer (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: Executive Vice President and Chief Financial Officer (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change H. Charles Maddy, III was appointed as Director of Burke & Herbert at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert source text: The eight Summit directors designated by Summit pursuant to the Merger Agreement, each of whom was appointed as a member of the board of directors of Burke & Herbert as of the Effective Time (the “Summit Continuing Directors”), are as follows: Oscar M. Bean, James P. Geary, II, Georgette R. George, Gary L. Hinkle, Jason A. Kitzmiller, H. Charles Maddy, III, Charles S. Piccirillo, and Jill S. Upson. evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Charles S. Piccirillo departed as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Georgette R. George was appointed as Director of Burke & Herbert at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert source text: The eight Summit directors designated by Summit pursuant to the Merger Agreement, each of whom was appointed as a member of the board of directors of Burke & Herbert as of the Effective Time (the “Summit Continuing Directors”), are as follows: Oscar M. Bean, James P. Geary, II, Georgette R. George, Gary L. Hinkle, Jason A. Kitzmiller, H. Charles Maddy, III, Charles S. Piccirillo, and Jill S. Upson. evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change James P. Geary, II was appointed as Director of Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert Bank source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Jason A. Kitzmiller was appointed as Director of Burke & Herbert at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert source text: The eight Summit directors designated by Summit pursuant to the Merger Agreement, each of whom was appointed as a member of the board of directors of Burke & Herbert as of the Effective Time (the “Summit Continuing Directors”), are as follows: Oscar M. Bean, James P. Geary, II, Georgette R. George, Gary L. Hinkle, Jason A. Kitzmiller, H. Charles Maddy, III, Charles S. Piccirillo, and Jill S. Upson. evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Oscar M. Bean departed as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Oscar M. Bean was appointed as Director of Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert Bank source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Ronald L. Bowling was appointed as Director of Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert Bank source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Charles S. Piccirillo was appointed as Director of Burke & Herbert at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert source text: The eight Summit directors designated by Summit pursuant to the Merger Agreement, each of whom was appointed as a member of the board of directors of Burke & Herbert as of the Effective Time (the “Summit Continuing Directors”), are as follows: Oscar M. Bean, James P. Geary, II, Georgette R. George, Gary L. Hinkle, Jason A. Kitzmiller, H. Charles Maddy, III, Charles S. Piccirillo, and Jill S. Upson. evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Ronald L. Bowling resigned as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: resigned - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Georgette R. George was appointed as Director of Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert Bank source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Ronald B. Spencer resigned as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: resigned - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change J. Scott Bridgeforth resigned as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: resigned - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change David H. Wilson, Sr. resigned as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: resigned - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Joseph W. Hager departed as Chief Risk Officer (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: Chief Risk Officer (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Georgette R. George departed as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Bradford E. Ritchie departed as Executive Vice President and President of SCB (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: Executive Vice President and President of SCB (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Jason A. Kitzmiller departed as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change James P. Geary, II was appointed as Director of Burke & Herbert at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert source text: The eight Summit directors designated by Summit pursuant to the Merger Agreement, each of whom was appointed as a member of the board of directors of Burke & Herbert as of the Effective Time (the “Summit Continuing Directors”), are as follows: Oscar M. Bean, James P. Geary, II, Georgette R. George, Gary L. Hinkle, Jason A. Kitzmiller, H. Charles Maddy, III, Charles S. Piccirillo, and Jill S. Upson. evidence_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change James M. Cookman was appointed as Director of Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert Bank source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change H. Charles Maddy, III was appointed as Director of Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert Bank source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change Gary L. Hinkle departed as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: ceased - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change J. Scott Bridgeforth was appointed as Director of Burke & Herbert Bank at SUMMIT FINANCIAL GROUP, INC.. - Action: appointed - Role: Director of Burke & Herbert Bank source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change James M. Cookman resigned as Director (Summit) at SUMMIT FINANCIAL GROUP, INC.. - Action: resigned - Role: Director (Summit) source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Executive change 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.. - Action: appointed - Role: Executive Vice President of Balance Sheet Strategy of Burke & Herbert and Burke & Herbert Bank source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Governance Changes 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). - Change: charter amendment - Effective: 2024-05-03 source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - Governance Changes 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. - Change: bylaw amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm - M&A Transactions 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). - Action: change of control - Counterparty: Burke & Herbert Financial Services Corp. - Consideration: 0.5043 shares of Burke & Herbert Common Stock per share of Summit Common Stock - Closing: 2024-05-03 source text: 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_url: https://www.sec.gov/Archives/edgar/data/811808/000143774924014543/0001437749-24-014543-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.