---
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"
generated_at: "2026-06-02T23:22:29.299291+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Burke & Herbert completes merger with Summit; 0.5043 exchange ratio, ~7.4M shares issued

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 2.03, 3.03, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001964333-24-000129
- JSON: https://secwatch.observer/filing/0001964333-24-000129.json
- Plain text: https://secwatch.observer/filing/0001964333-24-000129.txt

## Key facts
- Debt Financings
  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
  source text: (ii) junior subordinated debt securities due April 23, 2034 having an aggregate principal amount not in excess of $7,732,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Debt Financings
  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
  source text: (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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Debt Financings
  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
  source text: (i) floating rate junior subordinated debt securities due 2032 in an aggregate principal amount not in excess $3,609,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Debt Financings
  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
  source text: (iii) floating rate junior subordinate notes due 2036 having an aggregate principal amount not in excess of $8,248,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  Oscar M. Bean was appointed as Director at Burke & Herbert Financial Services Corp..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  Jason A. Kitzmiller was appointed as Director at Burke & Herbert Financial Services Corp..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  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
  source text: Mr. Hinson, a Burke & Herbert director, was appointed as Vice Chair of the Board;
  evidence_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  Michael D. Lubeley resigned as Director at Burke & Herbert Financial Services Corp..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  James P. Geary, II was appointed as Director at Burke & Herbert Financial Services Corp..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  H. Charles Maddy, III was appointed as Director at Burke & Herbert Financial Services Corp..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  Charles S. Piccirillo was appointed as Director at Burke & Herbert Financial Services Corp..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  Jill S. Upson was appointed as Director at Burke & Herbert Financial Services Corp..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  E. Hunt Burke resigned as Director at Burke & Herbert Financial Services Corp..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  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
  source text: Mr. Bean, the chair of the Summit board of directors, was appointed as Vice Chair of the Board;
  evidence_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  Gary L. Hinkle was appointed as Director at Burke & Herbert Financial Services Corp..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  Nicholas Carosi III resigned as Director at Burke & Herbert Financial Services Corp..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Executive change
  Georgette R. George was appointed as Director at Burke & Herbert Financial Services Corp..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- Governance Changes
  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
  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 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1964333/000196433324000129/0001964333-24-000129-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.