0001964333-24-000206.txt : 20240506 0001964333-24-000206.hdr.sgml : 20240506 20240506164239 ACCESSION NUMBER: 0001964333-24-000206 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240503 FILED AS OF DATE: 20240506 DATE AS OF CHANGE: 20240506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Freeman Danyl R CENTRAL INDEX KEY: 0001864438 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41633 FILM NUMBER: 24918227 MAIL ADDRESS: STREET 1: 388 VALLEY VIEW ROAD CITY: MOOREFIELD STATE: WV ZIP: 26836 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Burke & Herbert Financial Services Corp. CENTRAL INDEX KEY: 0001964333 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] ORGANIZATION NAME: 02 Finance IRS NUMBER: 920289417 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 S. FAIRFAX STREET CITY: ALEXANDRIA STATE: VA ZIP: 22314 BUSINESS PHONE: 703-549-6600 MAIL ADDRESS: STREET 1: 100 S. FAIRFAX STREET CITY: ALEXANDRIA STATE: VA ZIP: 22314 4 1 wk-form4_1715028144.xml FORM 4 X0508 4 2024-05-03 0 0001964333 Burke & Herbert Financial Services Corp. BHRB 0001864438 Freeman Danyl R 100 SOUTH FAIRFAX STREET ALEXANDRIA VA 22313 0 1 0 0 Chief Human Resources Officer 0 Common Stock 2024-05-03 4 A 0 1515 A 1515 D Common Stock 2024-05-03 4 A 0 6124 A 6124 I By ESOP Trust Stock Settled Appreciation Rights 51.58 2024-05-03 4 A 0 1278 51.58 A 2017-02-09 2027-02-09 Common Stock 1278 1278 D Stock Settled Appreciation Rights 47.47 2024-05-03 4 A 0 2738 47.47 A 2019-02-07 2029-02-07 Common Stock 2738 2738 D Stock Settled Appreciation Rights 43.33 2024-05-03 4 A 0 2836 43.33 A 2021-07-15 2031-07-15 Common Stock 2836 2836 D Stock Settled Appreciation Rights 52.29 2024-05-03 4 A 0 2819 52.29 A 2023-02-09 2033-02-09 Common Stock 2819 2819 D Pursuant to the terms of the Agreement and Plan of Reorganization (the "Merger Agreement"), dated as of August 24, 2023, by and between Burke & Herbert Financial Services Corp. ("Burke & Herbert") and Summit Financial Group, Inc. ("Summit"), on May 3, 2024 (the "Closing Date") Summit merged with and into Burke & Herbert (the "Merger"), with Burke & Herbert continuing as the surviving company of the Merger. Pursuant to the Merger Agreement, on the Closing Date each share of Summit common stock held by the reporting person was converted into the right to receive 0.5043 of a share of common stock of Burke & Herbert rounded down to the nearest whole number of shares. The closing price of Burke & Herbert's common stock on May 2, 2024, was $51.67 per share. The Summit ESOP was terminated pursuant to the Merger Agreement. Represents stock appreciation rights ("SARs") that were converted from Summit SARs into Burke & Herbert SARs pursuant to the Merger Agreement. /s/ Kirtan Parikh, as Attorney-in-Fact for Danyl R. Freeman 2024-05-06