ALEXANDRIA, Va. and CAMP HILL, Pa., Dec. 18, 2025 /PRNewswire/ -- Burke & Herbert Financial Services Corp. (the "Company" or "Burke & Herbert") (Nasdaq: BHRB) and LINKBANCORP, Inc. ("LINK") (Nasdaq: LNKB), the parent company of LINKBANK, today announced the signing of a definitive merger agreement pursuant to which Burke & Herbert will acquire LINK in an all-stock transaction valued at approximately $354.2 million or $9.38 per share of LINK common stock, based on a closing price for Burke & Herbert's common stock of $69.45 as of December 17, 2025.
Highlights of the Transaction:
-- Expands Burke & Herbert into Pennsylvania and significantly enhances the
Company's existing footprint resulting in more than 100 locations across
Delaware, Kentucky, Maryland, Pennsylvania, Virginia, and West Virginia
-- Creates a bank holding company with pro forma total assets of
approximately $11.0 billion and pro forma total deposits of approximately
$9.1 billion
-- The transaction is expected to result in a combined earnings per share of
approximately $9.18 in the first full year of combined operations
(assuming fully realized cost savings)
-- Closely aligned cultures dedicated to the success of our customers,
communities, employees and shareholders
From David P. Boyle, Burke & Herbert Chair and Chief Executive Officer
"This strategic acquisition marks another transformative milestone in Burke & Herbert's long history. By uniting the strengths of Burke & Herbert and LINK, we are positioning ourselves to deliver unparalleled value to our customers, employees, communities and shareholders. Our entry into Pennsylvania and the expanded presence across key Mid-Atlantic markets underscores our unwavering commitment to community banking and reinforces our reputation as a trusted financial partner wherever we operate."
From Andrew Samuel, LINK Chief Executive Officer
"Our organizations share a vision to invest in the development of strong future leaders for the industry and our communities, to contribute to economically and socially flourishing communities, and to seek to demonstrate the continued viability of and integral role of community banking for our economic and social development. Burke & Herbert's dedication to its core values of serving & leading, delivering more, elevating everyone, and always being invested are demonstrated in its financial results and make them a great partner that accelerates our ability to deliver value for all our stakeholders."
Transaction Details
Under the terms of the definitive merger agreement, which was unanimously approved by the boards of directors of both companies, holders of LINK common stock will have the right to receive 0.1350 shares of Burke & Herbert common stock for each share of LINK common stock. Existing Burke & Herbert shareholders are expected to own approximately 75% of the outstanding shares of the combined company and LINK shareholders are expected to own approximately 25%. Based on Burke & Herbert's current quarterly cash dividend rate, the exchange will be neutral to the cash dividends currently paid to LINK shareholders.
Two members of the LINK board of directors will join the Company's board of directors upon the closing of the transaction. In addition to those directors, Andrew Samuel will also join the board of directors of Burke & Herbert Bank upon closing of the transaction and serve as a Senior Advisor. Additionally, LINK executives will join the Burke & Herbert executive management team, with Carl Lundblad to be appointed as Executive Vice President and Brent Smith as Pennsylvania Market Leader.
Advisors
Keefe, Bruyette & Woods, A Stifel Company, acted as exclusive financial advisor to Burke & Herbert in the transaction. Troutman Pepper Locke LLP served as legal counsel to Burke & Herbert. Stephens Inc. acted as financial advisor to LINK and delivered a fairness opinion to the Board of Directors of LINK. Luse Gorman, PC served as legal counsel to LINK.
Timing and Approvals
The transaction is expected to close in the second quarter of 2026, subject to satisfaction of customary closing conditions, including regulatory approvals and approvals of Burke & Herbert's and LINK's common shareholders. LINK directors have entered into agreements with Burke & Herbert pursuant to which they have committed to vote their shares of LINK common stock in favor of the merger. Burke & Herbert directors have entered into agreements with LINK pursuant to which they have committed to vote their shares of Burke & Herbert common stock in favor of the merger. For additional information about the proposed merger of LINK with and into Burke & Herbert, shareholders are encouraged to carefully read the definitive agreement that will be filed with the Securities and Exchange Commission ("SEC").
Investor Presentation Details
A presentation regarding the merger announcement is available on Burke & Herbert's website at www.burkeandherbertbank.com under the "Investor Relations" link, LINK's website at www.linkbank.com at the "Investor Relations" "Events & Presentations" link, and on the SEC's website at www.sec.gov.
About Burke & Herbert
Burke & Herbert Financial Services Corp. is the financial holding company for Burke & Herbert Bank & Trust Company. Burke & Herbert Bank & Trust Company is the oldest continuously operating bank under its original name headquartered in the greater Washington, D.C. metropolitan area. With over 75 branches across Delaware, Kentucky, Maryland, Virginia, and West Virginia, Burke & Herbert Bank & Trust Company offers a full range of business and personal financial solutions designed to meet customers' banking, borrowing, and investment needs. Learn more at investor.burkeandherbertbank.com.
About LINK
LINKBANCORP, Inc. was formed in 2018 with a mission to positively impact lives through community banking. Its subsidiary bank, LINKBANK, is a Pennsylvania state-chartered bank serving individuals, families, nonprofits and business clients throughout Pennsylvania, Maryland, Delaware, and Virginia through 24 client solutions centers. LINKBANCORP, Inc. common stock is traded on the Nasdaq Capital Market under the symbol "LNKB".
Forward-looking Statements
This communication includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to (or based on) the beliefs, goals, intentions, and expectations of Burke & Herbert and LINK regarding the proposed transaction, revenues, earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of expected losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies, returns and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.
Forward--looking statements are typically identified by such words as "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "will," "should," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.
Additionally, forward--looking statements speak only as of the date they are made; Burke & Herbert and LINK do not assume any duty, and do not undertake, to update such forward--looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward--looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Burke & Herbert and LINK. Such statements are based upon the current beliefs and expectations of the management of Burke & Herbert and LINK and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Burke & Herbert and LINK; the outcome of any legal proceedings that may be instituted against Burke & Herbert or LINK; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of Burke & Herbert and LINK to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or
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