United States securities and exchange commission logo
April 19, 2023
Roy Halyama
Chief Financial Officer
Burke & Herbert Financial Services Corp.
100 S. Fairfax Street
Alexandria, Virginia 22314
Re: Burke & Herbert
Financial Services Corp.
Amendment 1 to the
Registration Statement on Form 10
Filed on April 3,
2023
File No. 001-41633
Dear Roy Halyama:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment 1 to the Registration Statement on Form 10
The Bank, page 11
1. We note your response
to comment 5 and revised disclosure on page 15 referencing
oversight "primarily
through multiple committees that monitor and assess regulatory risks
and enterprise-wide
risks." Please revise to identify the specific committees or members
of the committees that
monitor and assess such risks.
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
41
2. We reissue comment 7 in
part. We note your added disclosure on page 47 which discusses
events and
uncertainties. In comment 7 we also cited known trends that you
disclosed elsewhere in
the prospectus. Please specifically discuss these and other material
known trends in
Management's Discussion and Analysis.
Roy Halyama
Burke & Herbert Financial Services Corp.
April 19, 2023
Page 2
General
3. We note that in your response to comment 12 you stated that
"management believes that
recent events will not have a material impact to the Company s
financial position at the
end of the first quarter 2023." Please disclose this in the Form 10.
4. In regard to comment 14, please disclose whether you have a Chief Risk
Officer.
Additionally, please clarify the extent to which the Asset/Liability
Committee has a set
schedule for meeting. We note the disclosure that they convene "upon
the determination
that abnormal market risks are occurring or may be forthcoming[.]"
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Michael Henderson at 202-551-3364 or Cara Lubit at
202-551-5909 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Todd K. Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with
any other
questions.
FirstName LastNameRoy Halyama Sincerely,
Comapany NameBurke & Herbert Financial Services Corp.
Division of Corporation
Finance
April 19, 2023 Page 2 Office of Finance
FirstName LastName