{"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","headline":"Burke & Herbert completes merger with Summit; 0.5043 exchange ratio, ~7.4M shares issued","bullets":["Summit shareholders received 0.5043 BHRB shares per Summit share; aggregate consideration ~7,406,521 BHRB shares.","Board expanded to 16 directors: 8 from each legacy company; David Boyle remains CEO, H. Charles Maddy appointed President.","Assumed $105M subordinated notes (5% due 2030, 3.25% due 2031) and ~$19.6M trust preferred securities.","Created new Series 2021 Preferred Stock (1,500 shares, $10k liquidation preference, 6% non-cumulative).","Merger Incentive Plan approved; top executives have target incentives: Boyle $2.97M, Maddy $1.3M."],"urls":{"canonical":"https://secwatch.observer/filing/0001964333-24-000129","json":"https://secwatch.observer/filing/0001964333-24-000129.json","markdown":"https://secwatch.observer/filing/0001964333-24-000129.md","text":"https://secwatch.observer/filing/0001964333-24-000129.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/bhrb-20240503.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T23:22:29.299291+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":"115017ad7ce23668d484126e3f5629cea92f3a54","claim":"Burke & Herbert Financial Services Corp. incurred debt of $7,732,000 maturing April 23, 2034.","evidence_excerpt":"(ii) junior subordinated debt securities due April 23, 2034 having an aggregate principal amount not in excess of $7,732,000","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Principal","value":"$7,732,000"},{"label":"Maturity","value":"April 23, 2034"},{"label":"Event","value":"incurrence"}]},{"claim_id":"4fe528695b83a30ca4673397e5833799b81ccd4e","claim":"Burke & Herbert Financial Services Corp. incurred senior notes of $30 million at 5.00% fixed-to-floating rate maturing September 30, 2030.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$30 million"},{"label":"Rate","value":"5.00% fixed-to-floating rate"},{"label":"Maturity","value":"September 30, 2030"},{"label":"Event","value":"incurrence"}]},{"claim_id":"ca130c1ba9db2b450d90d209f0a972854c14fb5b","claim":"Burke & Herbert Financial Services Corp. incurred senior notes of $75 million at 3.25% fixed-to-floating rate maturing December 31, 2031.","evidence_excerpt":"(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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$75 million"},{"label":"Rate","value":"3.25% fixed-to-floating rate"},{"label":"Maturity","value":"December 31, 2031"},{"label":"Event","value":"incurrence"}]},{"claim_id":"d7bb462e4e591957e9e96f6554032fe835f7986b","claim":"Burke & Herbert Financial Services Corp. incurred debt of $3,609,000 at floating rate maturing 2032.","evidence_excerpt":"(i) floating rate junior subordinated debt securities due 2032 in an aggregate principal amount not in excess $3,609,000","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Principal","value":"$3,609,000"},{"label":"Rate","value":"floating rate"},{"label":"Maturity","value":"2032"},{"label":"Event","value":"incurrence"}]},{"claim_id":"fbee263a52306c9171e0cb0597558826ccaf7888","claim":"Burke & Herbert Financial Services Corp. incurred senior notes of $8,248,000 at floating rate maturing 2036.","evidence_excerpt":"(iii) floating rate junior subordinate notes due 2036 having an aggregate principal amount not in excess of $8,248,000","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$8,248,000"},{"label":"Rate","value":"floating rate"},{"label":"Maturity","value":"2036"},{"label":"Event","value":"incurrence"}]},{"claim_id":"0ab1b33fb7","claim":"Oscar M. Bean was appointed as Director at Burke & Herbert Financial Services Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"382d2469d4","claim":"Jason A. Kitzmiller was appointed as Director at Burke & Herbert Financial Services Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"43d57def5f","claim":"S. Laing Hinson was appointed as Vice Chair of the Board at Burke & Herbert Financial Services Corp..","evidence_excerpt":"Mr. Hinson, a Burke & Herbert director, was appointed as Vice Chair of the Board;","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Vice Chair of the Board"}]},{"claim_id":"4b12fd746c","claim":"Michael D. Lubeley resigned as Director at Burke & Herbert Financial Services Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}]},{"claim_id":"65d6790a8a","claim":"E. Hunt Burke was appointed as Chair of the Bank Board at Burke & Herbert Financial Services Corp..","evidence_excerpt":"E. Hunt Burke, a former member of the Board and a member of the Bank Board was appointed as chair of the Bank Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chair of the Bank Board"}]},{"claim_id":"69e1890a6d","claim":"James P. Geary, II was appointed as Director at Burke & Herbert Financial Services Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"9d2acd1bc9","claim":"H. Charles Maddy, III was appointed as Director at Burke & Herbert Financial Services Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"9ef2ee8c09","claim":"Charles S. Piccirillo was appointed as Director at Burke & Herbert Financial Services Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"bf46f751c0","claim":"Jill S. Upson was appointed as Director at Burke & Herbert Financial Services Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"ea3a686935","claim":"E. Hunt Burke resigned as Director at Burke & Herbert Financial Services Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}]},{"claim_id":"ea95c88d7f","claim":"Oscar M. Bean was appointed as Vice Chair of the Board at Burke & Herbert Financial Services Corp..","evidence_excerpt":"Mr. Bean, the chair of the Summit board of directors, was appointed as Vice Chair of the Board;","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Vice Chair of the Board"}]},{"claim_id":"f374ca70f3","claim":"Gary L. Hinkle was appointed as Director at Burke & Herbert Financial Services Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"f4e0c18af5","claim":"Nicholas Carosi III resigned as Director at Burke & Herbert Financial Services Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}]},{"claim_id":"f5ca5e9580","claim":"Georgette R. George was appointed as Director at Burke & Herbert Financial Services Corp..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"bacda25a63739bdd30f46e1b0892f248a343b447","claim":"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.","evidence_excerpt":"Burke & Herbert filed the Amended Certificate with the VSCC, establishing the powers, preferences, privileges, and rights of the Burke & Herbert Series 2021 Preferred Stock.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}]},{"claim_id":"fdb2f97d0bf77942d8653a80501697d8a3e24129","claim":"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.","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 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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}]},{"claim_id":"198a9892e38b43e9a0c9de74a07dcbd7e006367e","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Summit Financial Group, Inc."},{"label":"Consideration","value":"approximately 7,406,521 shares of Burke & Herbert 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"}