Machine-readable event card
- schema_version
- secwatch.filing_event.v1
- accession
- 0001964333-24-000129
- form_type
- 8-K
- ticker
- BHRB
- cik
- 0001964333
- company_name
- Burke & Herbert Financial Services Corp.
- filed_at
- 2024-05-03T23:59:59+00:00
- discovered_at
- 2026-05-14T18:03:21.325138+00:00
- generated_at
- 2026-06-02T23:22:29.299291+00:00
- sec_items
- ["2.01", "2.03", "3.03", "5.02", "5.03", "8.01", "9.01"]
- event_type
- m_and_a
- sentiment
- positive
- materiality_score
- 1.0
- calibrated_materiality_score
- 1.0
- confidence
- high
- secwatch_canonical_url
- https://secwatch.observer/filing/0001964333-24-000129
- json_url
- https://secwatch.observer/filing/0001964333-24-000129.json
- markdown_url
- https://secwatch.observer/filing/0001964333-24-000129.md
- text_url
- https://secwatch.observer/filing/0001964333-24-000129.txt
- edgar_index_url
- https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- edgar_primary_document_url
- https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/bhrb-20240503.htm
- generated_by_model
- deepseek-v4-flash:cloud@v2
- review_status
- machine_generated
- human_reviewed
- false
- corrected
- false
- correction_note
- null
- correction_timestamp
- null
- superseded_by
- null
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Burke & Herbert Financial Services Corp. incurred debt of $7,732,000 maturing April 23, 2034.
- Principal
- $7,732,000
- Maturity
- April 23, 2034
- Event
- incurrence
Exact text from the filing
(ii) junior subordinated debt securities due April 23, 2034 having an aggregate principal amount not in excess of $7,732,000
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Burke & Herbert Financial Services Corp. incurred senior notes of $30 million at 5.00% fixed-to-floating rate maturing September 30, 2030.
- Instrument
- senior notes
- Principal
- $30 million
- Rate
- 5.00% fixed-to-floating rate
- Maturity
- September 30, 2030
- Event
- incurrence
Exact text from the filing
Burke & Herbert assumed Summit’s obligations under (a) outstanding subordinated notes, consisting of: (i) $30 million in aggregate principal amount of 5.00% fixed-to-floating rate subordinated notes due September 30, 2030 (the “2030 Notes”) issued by Summit on September 22, 2020
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Burke & Herbert Financial Services Corp. incurred senior notes of $75 million at 3.25% fixed-to-floating rate maturing December 31, 2031.
- Instrument
- senior notes
- Principal
- $75 million
- Rate
- 3.25% fixed-to-floating rate
- Maturity
- December 31, 2031
- Event
- incurrence
Exact text from the filing
(ii) $75 million in aggregate principal amount of 3.25% fixed-to-floating rate subordinated notes due December 31, 2031 (the “2031 Notes” and together with the 2030 Notes, the “Notes”) issued by Summit on November 16, 2021
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Burke & Herbert Financial Services Corp. incurred debt of $3,609,000 at floating rate maturing 2032.
- Principal
- $3,609,000
- Rate
- floating rate
- Maturity
- 2032
- Event
- incurrence
Exact text from the filing
(i) floating rate junior subordinated debt securities due 2032 in an aggregate principal amount not in excess $3,609,000
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Burke & Herbert Financial Services Corp. incurred senior notes of $8,248,000 at floating rate maturing 2036.
- Instrument
- senior notes
- Principal
- $8,248,000
- Rate
- floating rate
- Maturity
- 2036
- Event
- incurrence
Exact text from the filing
(iii) floating rate junior subordinate notes due 2036 having an aggregate principal amount not in excess of $8,248,000
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Oscar M. Bean was appointed as Director at Burke & Herbert Financial Services Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
The eight Summit directors designated by Summit pursuant to the Merger Agreement and the Burke & Herbert bylaw amendment, each of whom previously served as a member of the board of directors of Summit and was appointed as a member of the Board, in each case effective 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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason A. Kitzmiller was appointed as Director at Burke & Herbert Financial Services Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
The eight Summit directors designated by Summit pursuant to the Merger Agreement and the Burke & Herbert bylaw amendment, each of whom previously served as a member of the board of directors of Summit and was appointed as a member of the Board, in each case effective 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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
S. Laing Hinson was appointed as Vice Chair of the Board at Burke & Herbert Financial Services Corp..
- Action
- appointed
- Role
- Vice Chair of the Board
Exact text from the filing
Mr. Hinson, a Burke & Herbert director, was appointed as Vice Chair of the Board;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael D. Lubeley resigned as Director at Burke & Herbert Financial Services Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
E. Hunt Burke, Nicholas Carosi III, and Michael D. Lubeley tendered their resignations as members of the Board and from all committees of the Board on which they formerly served, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
E. Hunt Burke was appointed as Chair of the Bank Board at Burke & Herbert Financial Services Corp..
- Action
- appointed
- Role
- Chair of the Bank Board
Exact text from the filing
E. Hunt Burke, a former member of the Board and a member of the Bank Board was appointed as chair of the Bank Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James P. Geary, II was appointed as Director at Burke & Herbert Financial Services Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
The eight Summit directors designated by Summit pursuant to the Merger Agreement and the Burke & Herbert bylaw amendment, each of whom previously served as a member of the board of directors of Summit and was appointed as a member of the Board, in each case effective 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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
H. Charles Maddy, III was appointed as Director at Burke & Herbert Financial Services Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
The eight Summit directors designated by Summit pursuant to the Merger Agreement and the Burke & Herbert bylaw amendment, each of whom previously served as a member of the board of directors of Summit and was appointed as a member of the Board, in each case effective 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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles S. Piccirillo was appointed as Director at Burke & Herbert Financial Services Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
The eight Summit directors designated by Summit pursuant to the Merger Agreement and the Burke & Herbert bylaw amendment, each of whom previously served as a member of the board of directors of Summit and was appointed as a member of the Board, in each case effective 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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jill S. Upson was appointed as Director at Burke & Herbert Financial Services Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
The eight Summit directors designated by Summit pursuant to the Merger Agreement and the Burke & Herbert bylaw amendment, each of whom previously served as a member of the board of directors of Summit and was appointed as a member of the Board, in each case effective 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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
E. Hunt Burke resigned as Director at Burke & Herbert Financial Services Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
E. Hunt Burke, Nicholas Carosi III, and Michael D. Lubeley tendered their resignations as members of the Board and from all committees of the Board on which they formerly served, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Oscar M. Bean was appointed as Vice Chair of the Board at Burke & Herbert Financial Services Corp..
- Action
- appointed
- Role
- Vice Chair of the Board
Exact text from the filing
Mr. Bean, the chair of the Summit board of directors, was appointed as Vice Chair of the Board;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gary L. Hinkle was appointed as Director at Burke & Herbert Financial Services Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
The eight Summit directors designated by Summit pursuant to the Merger Agreement and the Burke & Herbert bylaw amendment, each of whom previously served as a member of the board of directors of Summit and was appointed as a member of the Board, in each case effective 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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicholas Carosi III resigned as Director at Burke & Herbert Financial Services Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
E. Hunt Burke, Nicholas Carosi III, and Michael D. Lubeley tendered their resignations as members of the Board and from all committees of the Board on which they formerly served, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Georgette R. George was appointed as Director at Burke & Herbert Financial Services Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
The eight Summit directors designated by Summit pursuant to the Merger Agreement and the Burke & Herbert bylaw amendment, each of whom previously served as a member of the board of directors of Summit and was appointed as a member of the Board, in each case effective 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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Burke & Herbert Financial Services Corp.: Amended Certificate of Incorporation filed to establish powers, preferences, privileges, and rights of the Burke & Herbert Series 2021 Preferred Stock.
- Change
- charter amendment
Exact text from the filing
Burke & Herbert filed the Amended Certificate with the VSCC, establishing the powers, preferences, privileges, and rights of the Burke & Herbert Series 2021 Preferred Stock.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Burke & Herbert Financial Services Corp.: Bylaws amended to fix board size at 16, provide for eight continuing directors from each of Burke & Herbert and Summit, and impose director nomination and vacancy-filling procedures effective at the Effective Time.
- Change
- bylaw amendment
Exact text from the filing
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 Board at 16 directors and provides that eight of these directors will consist of the Burke & Herbert Continuing Directors and eight will consist of the Summit Continuing Directors. Additionally, the Burke & Herbert bylaw amendment provides that at the first two annual meetings of shareholders following the Effective Time, Burke & Herbert shall nominate each Burke & Herbert Continuing Director and each Summit Continuing Director for reelection to the Board
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Burke & Herbert Financial Services Corp. completed an acquisition involving Summit Financial Group, Inc. for approximately 7,406,521 shares of Burke & Herbert Common Stock (closed 2024-05-03).
- Action
- acquisition
- Counterparty
- Summit Financial Group, Inc.
- Consideration
- approximately 7,406,521 shares of Burke & Herbert Common Stock
- Closing
- 2024-05-03
Exact text from the filing
fractional shares of Burke & Herbert Common Stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the Merger was approximately 7,406,521 shares of Burke & Herbert Common Stock. Additionally, at the Effective Time, each share of 6.0% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series 2021 of Summit (the
View on SEC.gov
Comparable filings
OCFC
OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus
OCEANFIRST FINANCIAL CORP
June 1, 2026, 5:19 PM ET
m_and_a
Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01
same fact type: debt_financing, executive_change, ma_transaction
same SEC item: 2.01, 2.03, 3.03, 5.02, 5.03, 9.01
same event type: m_and_a
similar materiality
This filing
(ii) junior subordinated debt securities due April 23, 2034 having an aggregate principal amount not in excess of $7,732,000
Comparable filing
$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032
Filing page
SEC filing
Enviri II Corp
New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA
Enviri II Corp
June 1, 2026, 5:18 PM ET
m_and_a
Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01
same fact type: debt_financing, governance_change, ma_transaction
same SEC item: 2.03, 3.03, 5.02, 5.03, 9.01
same event type: m_and_a
similar materiality
This filing
(ii) junior subordinated debt securities due April 23, 2034 having an aggregate principal amount not in excess of $7,732,000
Comparable filing
The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)
Filing page
SEC filing
Veris Residential, L.P.
Veris Residential taken private in $3.5B all-cash acquisition by Affinius Capital consortium
Veris Residential, L.P.
May 27, 2026, 4:44 PM ET
m_and_a
Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
same fact type: governance_change, ma_transaction
same SEC item: 2.01, 3.03, 5.02, 5.03, 8.01, 9.01
same event type: m_and_a
similar materiality
This filing
Burke & Herbert filed the Amended Certificate with the VSCC, establishing the powers, preferences, privileges, and rights of the Burke & Herbert Series 2021 Preferred Stock.
Comparable filing
Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.
Filing page
SEC filing
AMWD
American Woodmark completes merger with MasterBrand; shareholders receive 5.150 MBC shares per share
AMERICAN WOODMARK CORP
May 28, 2026, 9:17 AM ET
m_and_a
Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01
same fact type: governance_change, ma_transaction
same SEC item: 2.01, 3.03, 5.02, 5.03, 9.01
same event type: m_and_a
similar materiality
This filing
Burke & Herbert filed the Amended Certificate with the VSCC, establishing the powers, preferences, privileges, and rights of the Burke & Herbert Series 2021 Preferred Stock.
Comparable filing
the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.
Filing page
SEC filing
MBC
MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3
MasterBrand, Inc.
May 28, 2026, 9:11 AM ET
m_and_a
Items 2.01, 2.03, 5.02, 7.01, 9.01
same fact type: debt_financing, executive_change, ma_transaction
same SEC item: 2.01, 2.03, 5.02, 9.01
same event type: m_and_a
similar materiality
This filing
(ii) junior subordinated debt securities due April 23, 2034 having an aggregate principal amount not in excess of $7,732,000
Comparable filing
On May 28, 2026, MasterBrand drew down the full $375 million available under the Term Loan A.
Filing page
SEC filing
CVGW
Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share
CALAVO GROWERS INC
May 29, 2026, 6:01 AM ET
m_and_a
Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01
same fact type: executive_change, ma_transaction
same SEC item: 2.01, 3.03, 5.02, 9.01
same event type: m_and_a
similar materiality
This filing
The eight Summit directors designated by Summit pursuant to the Merger Agreement and the Burke & Herbert bylaw amendment, each of whom previously served as a member of the board of directors of Summit and was appointed as a member of the Board, in each case effective 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.
Comparable filing
B. John Lindeman, Farha Aslam, Marc L. Brown, Michael DiGregorio, Steven Hollister, Kathleen M. Holmgren, J. Link Leavens, and Adriana Mendizabal tendered their resignations as members of the board of directors of Calavo and from all committees of the board on which they formerly served, effective as of the First Effective Time.
Filing page
SEC filing
NVRI
Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri
ENVIRI Corp
June 1, 2026, 5:15 PM ET
m_and_a
Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01
same fact type: ma_transaction
same SEC item: 2.01, 3.03, 9.01
same event type: m_and_a
similar materiality
This filing
fractional shares of Burke & Herbert Common Stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the Merger was approximately 7,406,521 shares of Burke & Herbert Common Stock. Additionally, at the Effective Time, each share of 6.0% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series 2021 of Summit (the
Comparable filing
On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred
Filing page
SEC filing
TIPT
Tiptree completes $1.65B sale of Fortegra to DB Insurance, receives ~$1.08B proceeds
TIPTREE INC.
May 29, 2026, 4:03 PM ET
m_and_a
Items 1.01, 2.01, 1.02, 8.01, 9.01
same fact type: ma_transaction
same SEC item: 2.01, 8.01, 9.01
same event type: m_and_a
similar materiality
This filing
fractional shares of Burke & Herbert Common Stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the Merger was approximately 7,406,521 shares of Burke & Herbert Common Stock. Additionally, at the Effective Time, each share of 6.0% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series 2021 of Summit (the
Comparable filing
on April 8, 2026, executed a joinder to the Merger Agreement to become a party thereto. Pursuant to the Merger Agreement, Purchaser acquired Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Merger Agreement) by means of a merger of Merger Sub with and into Fortegra, with Fortegra surviving the Merger (the “
Filing page
SEC filing
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
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