UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
October 27, 2023
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 12b-2 of the Exchange Act.
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. ☐
Item 2.02 - Results of Operations and Financial Condition.
On October 27, 2023, Burke & Herbert Financial Services Corp. (the " Company ") issued a press release announcing its results of operations and financial condition for the quarter ended September 30, 2023. A copy of the press release is included as Exhibit 99.1 to this report.
Item 8.01 - Other Events
On October 27, 2023, the Company announced its Board of Directors declared a regular quarterly cash dividend on the Company's common stock of $0.53 per share, payable on December 1, 2023, to shareholders of record as of the close of business on November 15, 2023.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 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 on this 27th day of October, 2023.
| Burke & Herbert Financial Services Corp. | |||||
| By: | /s/ Roy E. Halyama | ||||
| Name: | Roy E. Halyama | ||||
| Title: | Executive Vice President, CFO | ||||