bhrb-20260501
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 1, 2026
Date of Report (date of earliest event reported)
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Burke & Herbert Financial Services Corp.
(Exact name of registrant as specified in its charter)
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Virginia (State or other jurisdiction of incorporation or organization) | 001-41633 (Commission File Number) | 92-0289417 (I.R.S. Employer Identification Number) | ||||||
100 S. Fairfax Street Alexandria, VA 22314 | ||||||||
(Address of principal executive offices and zip code) | ||||||||
(703) 666-3555 | ||||||||
(Registrant's telephone number, including area code) | ||||||||
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Common stock, par value $0.50 | BHRB | The Nasdaq Stock Market LLC | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
Effective on May 1, 2026 (the “Closing Date”), Burke & Herbert Financial Services Corp., a Virginia corporation (“Burke & Herbert”), completed its previously announced merger with LINKBANCORP, Inc., a Pennsylvania corporation (“LNKB”), pursuant to the Agreement and Plan of Merger dated December 18, 2025 between Burke & Herbert and LNKB (the “Merger Agreement”).
Pursuant to the Merger Agreement, on the Closing Date, (i) LNKB merged with and into Burke & Herbert, with Burke & Herbert continuing as the surviving corporation (the “Merger”), and (ii) immediately following the Merger, LINKBANK, a Pennsylvania chartered commercial bank and a wholly-owned subsidiary of LNKB (“Link”), merged with and into Burke & Herbert Bank & Trust Company, a Virginia chartered bank and a wholly-owned subsidiary of Burke & Herbert (“Burke & Herbert Bank”) with Burke & Herbert Bank as the surviving bank.
On May 1, 2026, the Company filed a Current Report on Form 8-K, reporting the completion of the Merger (the “Original Report”). This Amendment No. 1 is being filed with the Securities and Exchange Commission (the “Commission”) solely to amend and supplement Item 9.01 of the Original Report, as described in Item 9.01 below. This Amendment No. 1 should be read in conjunction with the Original Report. This Amendment No. 1 makes no other amendments to the Original Report.
The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only and does not purport to represent the actual results that Burke & Herbert and LNKB would have achieved had the companies been combined during the periods presented, and is not intended to project any future results of operations for the combined company.
Item 9.01 - Financial Statements and Exhibits
(a) Financial Statements of businesses acquired.
The audited consolidated balance sheets of LNKB including LNKB's Annual Report on Form 10-K filed with the Commission on March 12, 2026, on Form 10-K (File No. 001-41505) as of December 31, 2025 and 2024, and the audited consolidated statements of operations, cash flows, and accompanying notes to the financial statements for the twelve months ended December 31, 2025, and 2024 are filed herewith as Exhibit 99.1 and are incorporated by reference into this item 9.01(a).
(b) Pro Forma financial information
The unaudited pro forma condensed consolidated combined financial information as of and for the year ended December 31, 2025, is filed herewith as Exhibit 99.2 and is incorporated by reference into this item 9.01(b).
(c) Shell company transactions. None.
(d) Exhibits.
Exhibit No. | Description | |||||||
23.1 | ||||||||
99.1 | Audited consolidated balance sheets of LNKB as of December 31, 2025, and 2024, and the audited consolidated statements of operations, cash flows, and accompanying notes to the financial statements for the twelve months ended December 31, 2025, and 2024, (incorporated by reference to the Annual Report on Form 10-K filed with the Commission on March 12, 2026, (File No. 001-41505) | |||||||
99.2 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 17, 2026
Burke & Herbert Financial Services Corp. | |||||
By: | /s/ Kirtan Parikh | ||||
Name: | Kirtan Parikh | ||||
Title: | Executive Vice President, CFO | ||||