bhrb-20230425

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:


☐			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 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:


Exhibit No.						Description
99.1						Press Release, dated April 25, 2023
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.


Burke & Herbert Financial Services Corp.

By:			/s/ Roy E. Halyama
Name:			Roy E. Halyama
Title:			Executive Vice President, CFO

Document

Burke & Herbert Financial Services Corp. Announces Effectiveness of Registration Statement on Form 10 and Listing on Nasdaq Capital Market®

April 25, 2023

Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company”) (Nasdaq: BHRB), the bank holding company for Burke & Herbert Bank & Trust Company, announced that its Registration Statement on Form 10 has been declared effective by the United States Securities and Exchange Commission (the “SEC”) and that its common stock will begin trading on the Nasdaq Capital Market® effective with the opening of trading on April 26, 2023. Shares of the Company’s common stock will continue to trade under the symbol “BHRB”, the same symbol under which the Company’s securities were previously quoted on OTC Markets.

From David P. Boyle, Company Chair, President and Chief Executive Officer

“Today’s announcement is consistent with our overall growth strategy that is designed to deliver enhanced long-term value for our shareholders. We believe taking these actions will create additional access to capital, increase trading volume, provide better liquidity for our shareholders, and create greater visibility within the investor community.”

About Burke & Herbert Financial Services Corp.

Burke & Herbert Financial Services Corp. is the bank 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 DC Metro area. The Bank offers a full range of business and personal financial solutions designed to meet customers’ banking, borrowing, and investment needs and has over 20 branches throughout the Northern Virginia region and commercial loan offices in Fredericksburg, Loudoun County, and Richmond, Virginia, and in Bethesda, Maryland. Learn more at www.burkeandherbertbank.com.

Member FDIC; Equal Housing Lender

Cautionary Note Regarding Forward-Looking Statements

This press release may contain certain forward-looking statements that are based on certain assumptions and describe future plans, strategies and expectations of the Company and the Bank, including with respect to the listing of the Company’s shares on the Nasdaq stock exchange and the timing and benefits thereof. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.