S-4MEF

As filed with the Securities and Exchange Commission on May 1, 2024

Registration No. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Burke & Herbert Financial Services Corp.

(Exact name of Registrant as specified in its charter)

Virginia	6022	92-0289417
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

100 S. Fairfax Street

Alexandria, VA 22314

(703) 666-3555

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

David P. Boyle

President & Chief Executive Officer

Burke & Herbert Financial Services Corp.

100 S. Fairfax Street

Alexandria, VA 22314

(703) 666-3555

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregory F. Parisi, Esq. Troutman Pepper Hamilton Sanders LLP 401 9th Street, NW Ste 1000 Washington, DC 20004 (202) 274-2950 H. Charles Maddy, III President and Chief Executive Officer Summit Financial Group, Inc. 300 North Main Street Moorefield, WV 26836 (304) 530-1000 Sandra M. Murphy, Esq. Bowles Rice LLP 600 Quarrier Street Charleston, WV 25301 (304) 347-1100

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-274810

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	ý	Smaller reporting company	¨
		Emerging growth company	ý

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)           ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)      ☐

This registration statement will become effective automatically upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

Pursuant to its Registration Statement on Form S-4 (Registration No. 333-274810) (the “Prior Registration Statement”), which was declared effective on October 16, 2023, Burke & Herbert Financial Services Corp., a Virginia corporation (the “Company”) registered an aggregate of 7,399,163 shares of its common stock, $0.50 par value per share (the “Common Stock”) and paid an aggregate fee of $39,061.15. The Company is filing this Registration Statement on Form S-4 pursuant to General Instruction K to Form S-4 and Rule 462(b) under the Securities Act of 1933, as amended, solely to register an additional 7,358 shares of Common Stock for issuance in connection with the consummation of the merger contemplated by the Agreement and Plan of Reorganization and accompanying Plan of Merger, dated August 24, 2023, by and between the Company and Summit Financial Group, Inc., a West Virginia corporation (“Summit”), due to an increased maximum amount of shares of Summit common stock outstanding at the effective time of the merger related to additional shares of Summit common stock issued since the effectiveness of the Prior Registration Statement.

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto. Additional opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index included with this Registration Statement and filed herewith.

EXHIBIT INDEX

(a)The following exhibits are filled herewith or incorporated herein by reference:

Exhibit No.	Description
5.1*	Opinion of Troutman Pepper Hamilton LLP
23.1*	Consent of Crowe LLP
23.2*	Consent of Yount, Hyde & Barbour, P.C. (for Burke & Herbert)
23.3*	Consent of Yount, Hyde & Barbour, P.C. (Summit)
23.4*	Consent of Troutman Pepper Hamilton LLP (included in Exhibit 5.1)
24.1**	Power of Attorney
107*	Filing Fee Table

*Filed herewith

**Filed as Exhibit 24.1 to the Company’s Registration Statement on Form S-4 (File No. 333-274810), as amended, initially filed with the Securities and Exchange Commission on October 2, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alexandria, Commonwealth of Virginia, on the 1st day of May, 2024.

Burke & Herbert Financial Services Corp.
By:	/s/ David P. Boyle
Name:	David P. Boyle
Title:	Chairman of the Board, President, & Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 1st day of May, 2024.

By:	/s/ David P. Boyle
Name:	David P. Boyle
Title:	Chairman of the Board, President & Chief Executive Officer (Principal Executive Officer)
By:	/s/ Roy E. Halyama
Name:	Roy E. Halyama
Title:	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
By:	/s/ Kirtan Parikh
Name:	Kirtan Parikh
Title:	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
By:	/s/ Roy E. Halyama*
Name:	Mark G. Anderson
Title:	Director
By:	/s/ Roy E. Halyama*
Name:	Julian F. Barnwell, Jr.
Title:	Director
By:	/s/ Roy E. Halyama*
Name:	Katherine D. Bonnafé
Title:	Director
By:	/s/ Roy E. Halyama*
Name:	E. Hunt Burke
Title:	Director

By:	/s/ Roy E. Halyama*
Name:	James M. Burke
Title:	Director
By:	/s/ Roy E. Halyama*
Name:	Nicolas Carosi III
Title:	Director
By:	/s/ Roy E. Halyama*
Name:	S. Laing Hinson
Title:	Director
By:	/s/ Roy E. Halyama*
Name:	Michael D. Lubeley
Title:	Director
By:	/s/ Roy E. Halyama*
Name:	Shawn P. McLaughlin
Title:	Director
By:	/s/ Roy E. Halyama*
Name:	Jose D. Riojas
Title:	Director

* As Attorney-In-Fact

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Burke & Herbert Financial Services Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1-Newly Registered Securities
	Security Type	Security Class Title	Fee Calculation Rule or Instruction	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee
Fees to Be Paid	Equity	Common Stock, $0.50 par value	Other	7,358	$52.335 (2)	$385,228.09	$0.00014760	$56.86
	Total Offering Amounts					$385,228.09		$56.86
	Total Fees Previously Paid							$—
	Total Fee Offsets							$—
	Net Fee Due							$56.86

1)The number of shares of common stock, par value $0.50 per share, of Burke & Herbert Financial Services Corp. (“Burke & Herbert)” and, such shares, the “Burke & Herbert common stock”) being registered is based upon (i) the exchange ratio of 0.5043 shares of Burke & Herbert common stock for each share of common stock, par value $2.50 per share, of Summit Financial Group, Inc. (“Summit” and, such shares, the “Summit common stock”) multiplied by (ii) an estimate of the maximum number of additional shares of Summit common stock outstanding as of the Effective Time of the merger due to 14,591 additional shares of Summit common stock issued since the effectiveness of the Prior Registration Statement. Burke & Herbert previously registered 7,399,163 shares of Summit common stock pursuant to the Registration Statement on Form S-4 (Registration No. 333-274810) which was declared effective on October 16, 2023 in connection with the proposed merger transaction described herein.

2)Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”) and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated thereunder. The aggregate offering price is (i) the average of the high and low prices of Burke & Herbert common stock as reported on the Nasdaq Capital Market on April 30, 2024 ($52.355) multiplied by (ii) the estimated maximum number of additional shares of Burke & Herbert common stock to be issued in the merger (7,358).

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EX-5.1

Troutman Pepper Hamilton Sanders LLP
401 9th Street NW, Suite 1000
Washington, DC 20004
troutman.com

May 1, 2024

Burke & Herbert Financial Services Corp.

100 S. Fairfax Street

Alexandria, VA 22314

Ladies and Gentlemen:

We are acting as counsel to Burke & Herbert Financial Services Corp., a Virginia corporation (“Burke & Herbert”), in connection with (a) its registration statement on Form S-4 (File No. 333-274810), as amended (the “Original Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and (b) its related registration on Form S-4 filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement,” and together with the Original Registration Statement, the “Registration Statement”). This opinion letter is furnished in connection with the Company’s filing of the 462(b) Registration Statement relating to the proposed offering of up to 7,358 shares of Burke & Herbert’s common stock, $0.50 par value per share (the “Shares”), to be issued to shareholders of Summit Financial Group, Inc., a West Virginia corporation (“Summit”) in connection with the merger (the “Transaction”) contemplated by the Agreement and Plan of Merger, dated as of August 24, 2023, between Burke & Herbert and Summit (the “Merger Agreement”). The terms of the Transaction, the Merger Agreement and the Shares are described in the Joint Proxy Statement/Prospectus which forms a part of the Registration Statement to which this opinion is an exhibit.

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act

In rendering the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, agreements, corporate records, and other instruments, certificates, orders, opinions, correspondence with public officials, certificates provided by Burke & Herbert’s officers and representatives, and other instruments or documents as we have deemed necessary or appropriate as a basis for rendering the opinion set forth herein, including (i) the corporate and organizational documents of Burke & Herbert, including the Articles of Incorporation of Burke & Herbert, as amended to date (the “Articles”), and the Bylaws of Burke & Herbert, as amended to date (the “Bylaws”), (ii) the resolutions of the Board of Directors of Burke & Herbert with respect to the Transaction, the Registration Statement and the offering and sale of the Shares, (iii) the Merger Agreement and exhibits thereto and (iv) the Registration Statement and exhibits thereto, including the Joint Proxy Statement/Prospectus comprising a part thereof. In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In such examination and in rendering the opinions expressed below, we have assumed, without verification: (i) the due authorization of all agreements, instruments and other documents by all the parties thereto; (ii) the due execution and delivery of all agreements, instruments and other documents by all the

Burke & Herbert Financial Services Corp.
May 1, 2024
Page 2

parties thereto; (iii) the genuineness of all signatures on all documents submitted to us; (iv) the authenticity and completeness of all documents, corporate records, certificates and other instruments submitted to us; (v) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate records, certificates and other instruments conform to the original documents, records, certificates and other instruments, and that all such original documents were authentic and complete; (vi) the legal capacity of all individuals executing documents; (vii) that the documents executed in connection with the transactions contemplated thereby are the valid and binding obligations of each of the parties thereto, enforceable against such parties in accordance with their respective terms and that no such document has been amended or terminated orally or in writing except as has been disclosed to us; (viii) the truth, accuracy and completeness of the information, representations and warranties contained in the documents, corporate records and certificates and other instruments we have received; and (ix) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of Burke & Herbert and other persons on which we have relied for the purposes of this opinion are true and correct, including (1) the corporate and organizational documents of Burke & Herbert, including the Articles and the Bylaws, (2) the resolutions of the Board of Directors of Burke & Herbert with respect to the Registration Statement and the authorization, offering and sale of the Shares, (3) the Registration Statement and exhibits thereto, including the Joint Proxy Statement/Prospectus comprising a part thereof, and (4) the Merger Agreement. As to all questions of fact material to this opinion and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon certificates or comparable documents of officers and representatives of Burke & Herbert. We have further assumed that (x) the Registration Statement and any amendment thereto will have become effective (and will remain effective at the time of issuance of the Shares thereunder) and (y) the Joint Proxy Statement/Prospectus describing the Shares that comprises a part of the Registration Statement will be filed with the Commission to the extent required by applicable law and relevant rules and regulations of the Commission. In furnishing this opinion, we have further assumed that, before the issuance of the Shares, the conditions to consummating the transactions contemplated by the Merger Agreement will have been satisfied or duly waived.

We are members of the bar of the Commonwealth of Virginia and are not purporting to be experts on, or generally familiar with, or qualified to express legal conclusions based upon, laws of any state or jurisdiction other than the federal laws of the United States of America and the Commonwealth of Virginia and we express no opinion as to the effect of the laws of any other jurisdiction or as to the securities or blue sky laws of any state (including, without limitation, Virginia), municipal law or the laws of any local agencies within any state (including, without limitation, Virginia). This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Based on the foregoing and in reliance thereon, and subject to the limitations, qualifications, assumptions, exceptions and other matters set forth herein, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued and delivered in accordance with the Merger Agreement and the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.

Burke & Herbert Financial Services Corp.
May 1, 2024
Page 3

Our opinion is as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention and we disavow any undertaking to advise you of any changes in law.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Joint Proxy Statement/Prospectus and the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ TROUTMAN PEPPER HAMILTON SANDERS LLP

TROUTMAN PEPPER HAMILTON SANDERS LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement of Burke & Herbert Financial Services Corp. on Form S-4 of our report dated February 24, 2023 on the consolidated balance sheets of Burke & Herbert Financial Services Corp. as of December 31, 2022 and 2021 and the consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows for the years then ended, and to the reference to us under the heading "Experts" in the joint proxy statement/prospectus.

/s/ Crowe LLP

Washington, D.C.,

May 1, 2024

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-4 and related Prospectus of Burke & Herbert Financial Services Corp. of our report dated September 30, 2022, relating to the consolidated financial statements of Burke & Herbert Financial Services Corp. (as successor to Burke & Herbert Bank & Trust Company) for the year ended December 31, 2020, appearing in Burke & Herbert Financial Services Corp.’s Registration Statement on Form 10, and incorporated by reference in the Registration Statement (No. 333-274810) on Form S-4 declared effective on October 16, 2023.

We also consent to the reference to our firm under the heading "Experts" in such Registration Statement.

/s/ Yount, Hyde & Barbour, P.C.

Roanoke, Virginia

May 1, 2024

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-4 and related Prospectus of our reports dated March 12, 2024, relating to our audits of the consolidated financial statements and the effectiveness of internal control over financial reporting of Summit Financial Group, Inc., appearing in the Annual Report on Form 10-K of Summit Financial Group, Inc. for the year ended December 31, 2023.

We also consent to the reference to our firm under the heading "Experts" in such Registration Statement.

/s/ Yount, Hyde & Barbour, P.C.

Winchester, Virginia

May 1, 2024

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