Business Context and Reporting Period
This Form 8-K is a current report filed by Burke & Herbert Financial Services Corp. (BHRB) on March 9, 2026. The filing addresses corporate governance changes related to the pending merger with LINKBANCORP, Inc. (LNKB), pursuant to an Agreement and Plan of Merger dated December 18, 2025. Under the transaction, LNKB will merge into BHRB, and LNKB's subsidiary, LinkBank, will merge into BHRB's subsidiary, Burke & Herbert Bank & Trust Company.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a disclosure of corporate events rather than a financial performance report.
Material Changes
Appointment of Directors
On March 9, 2026, the BHRB Board appointed two current LNKB directors to the board of the surviving corporation, effective upon the completion of the Merger:
- Diane Poillon: President and CEO of Willow Valley Associates; to serve on the Audit Committee.
- Kristen Snyder: Principal of Koppy's Propane, Inc.; to serve on the Audit Committee.
The board size will be increased by two members to accommodate these appointments. Both directors will receive compensation consistent with current BHRB non-employee director arrangements.
Departure of Directors
Three directors will not stand for re-election at the 2026 annual meeting of shareholders:
- Jill S. Upson: Voluntarily notified the Board of her decision not to seek re-election; no disagreement with the Company.
- Oscar M. Bean and Gary L. Hinkle: Will not be nominated for re-election as they have surpassed the age limit for service set forth in the Company's Bylaws.
These directors will continue to serve until their terms expire at the 2026 annual meeting.
Guidance, Outlook, and Risks
The filing includes forward-looking statements regarding the terms, timing, and closing of the proposed Merger. Management notes that actual results may differ materially due to various risks, including:
- Failure to obtain required regulatory, shareholder, or other approvals.
- Termination of the Merger Agreement due to specific events or changes in circumstances.
- Legal proceedings instituted against either party.
- Imposition of regulatory conditions that could adversely affect the combined company.
Investors are directed to the Registration Statement on Form S-4 and the Joint Proxy Statement/Prospectus for detailed risk factors and transaction terms.
Key Facts for Investor Verification
- Verify the status of regulatory and shareholder approvals required to close the merger with LNKB.
- Review the Form S-4 Registration Statement (File No. 333-292956) for detailed terms of the merger and director compensation.
- Confirm the exact date of the 2026 annual meeting of shareholders to determine the final departure date of directors Upson, Bean, and Hinkle.
- Monitor for any amendments to the Merger Agreement or the BHRB Bylaws required to finalize the board composition changes.