bhrb-20230425FALSE000196433300019643332023-04-252023-04-25
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
April 25, 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) 549-2304 |
(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:
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☐ | 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)) |
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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 8.01 - Other Events
Burke & Herbert Financial Services Corp. (the “Registrant”) filed a Registration Statement on Form 10 with the Securities and Exchange Commission (the “Commission”) and an application with The Nasdaq Stock Market LLC (“Nasdaq”) to register its common stock with the Commission and list its securities on the exchange, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with Section 12(d) of the Exchange Act, on April 21, 2023 the authorities of the exchange certified to the Commission that they had approved the class of securities for listing and registration. On April 21, 2023, the Commission ordered that the registration on the Nasdaq Stock Market become effective immediately. On April 26, 2023, the Registrant’s common stock will commence trading on the Nasdaq Capital Market under the symbol “BHRB.” For additional information, reference is made to the Registrant's press release, dated April 25, 2023, which is filed as an Exhibit 99.1 to this report and incorporated by reference herein.
Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
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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 25th day of April, 2023.
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Burke & Herbert Financial Services Corp. |
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By: | /s/ Roy E. Halyama |
Name: | Roy E. Halyama |
Title: | Executive Vice President, CFO |