8-K
Burke & Herbert Financial Services Corp. (BHRB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
January 22, 2026
Date of Report (date of earliest event reported)
___________________________________
Burke & Herbert Financial Services Corp.
(Exact name of registrant as specified in its charter)
___________________________________
| Virginia<br><br>(State or other jurisdiction of<br><br>incorporation or organization) | 001-41633<br><br>(Commission File Number) | 92-0289417<br><br>(I.R.S. Employer Identification Number) |
|---|---|---|
| 100 S. Fairfax Street<br><br>Alexandria, VA 22314 | ||
| (Address of principal executive offices and zip code) | ||
| (703) 666-3555 | ||
| (Registrant's telephone number, including area code) |
___________________________________
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 January 22, 2026, Burke & Herbert Financial Services Corp. (the "Company") issued a press release announcing its results of operations and financial condition for the quarter ended December 31, 2025. A copy of the press release is included as Exhibit 99.1 to this report.
Item 7.01 - Regulation FD Disclosure
The management of Burke & Herbert Financial Services Corp. anticipates meetings with investors during 2026. A copy of presentation materials will be made available on the investor relations section of the Company's website (https://www.burkeandherbertbank.com) and is furnished as exhibit 99.2 to this report. All information included in this presentation is presented as of the dates indicated, and the Company does not assume any obligation to correct or update such information in the future. The Company disclaims any inferences regarding the materiality of such information which otherwise may arise as a result of it furnishing such information under Item 7.01 of this Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Item 7.01, including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of Section 18 of the Exchange Act.
Item 8.01 - Other Events
On January 22, 2026, the Company announced its Board of Directors declared a regular quarterly cash dividend on the Company's common stock of $0.55 per share, payable on March 2, 2026, to shareholders of record as of the close of business on February 13, 2026.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated January 22, 2026 |
| 99.2 | Earnings Presentation, dated January 22, 2026 |
| 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 22nd day of January, 2026.
| 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 Fourth Quarter and Full Year 2025 Results and Declares Common Stock Dividend
For Immediate Release
January 22, 2026
Alexandria, VA – Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) reported financial results for the quarter and the year ended December 31, 2025. In addition, at its meeting on January 22, 2026, the board of directors declared a $0.55 per share regular cash dividend to be paid on March 2, 2026, to shareholders of record as of the close of business on February 13, 2026.
From David P. Boyle, Company Chair and Chief Executive Officer
“Our fourth quarter 2025 results are a fitting cap to a year marked by disciplined execution. Our balance sheet remains strong and well-positioned, asset quality metrics improved, and we once again delivered top quartile returns compared to our peers. At the beginning of the year, we set goals to achieve a more granular, diverse and relationship-based loan portfolio, to grow our core deposits and non-interest income by delivering our full suite of products and services, and to continue our expansion into new and existing markets. We accomplished those goals and I am incredibly proud of the teamwork demonstrated across the Company to deliver what we said we would. By staying true to our core values of serving & leading, delivering more, elevating everyone, and always being invested in the long-term success of those around us, the foundation as we enter 2026 is solid. I’m grateful for the support of our shareholders and look forward to delivering increased value for them, our customers, our employees, and our communities.”
Q4 2025 Highlights
•For the quarter, net income applicable to common shares totaled $30.0 million, and diluted earnings per common share (“EPS”) was $1.98.
•For the quarter, the annualized return on average assets was 1.49% and the annualized return on average equity was 14.14%.
•For the twelve months ended December 31, 2025, net income applicable to common shares totaled $116.4 million, and diluted earnings per common share was $7.72.
•For the twelve months ended December 31, 2025, the return on average assets was 1.48% and the return on average equity was 14.76%.
•Ending total gross loans were $5.4 billion and ending total deposits were $6.4 billion; ending loan-to-deposit ratio was 84.1%. The net interest margin (non-GAAP1) was 4.11% for the three months ended December 31, 2025 and 4.14% for the twelve months ended December 31, 2025.
•The balance sheet remains strong with ample liquidity. Total liquidity, including all available borrowing capacity with cash and cash equivalents, totaled $4.8 billion at the end of the fourth quarter.
•Asset quality metrics remain within the Company’s moderate risk profile with adequate reserve coverage.
•The Company continues to be well-capitalized, ending the quarter with 13.2%2 Common Equity Tier 1 capital to risk-weighted assets, 15.9%2 Total risk-based capital to risk-weighted assets, and a leverage ratio of 10.9%.2
(1) Non-GAAP financial measures referenced in this release are used by management to measure performance in operating the business that management believes enhances investors’ ability to better understand the underlying business performance and trends related to core business activities. Reconciliations of non-GAAP operating measures to the most directly comparable GAAP financial measures are included in the non-GAAP reconciliation tables in this release. Non-GAAP measures should not be used as a substitute for the closest comparable GAAP measurements.
(2) Ratios as of December 31, 2025, are estimated.
1
•Donations made by the Burke & Herbert Bank Foundation in support of communities across our footprint surpassed $1 million.
•On December 18, 2025, the Company and LINKBANCORP, Inc. (“LINK”) (Nasdaq: LNKB) announced the signing of a definitive merger agreement under which LINK will merge with and into the Company in an all-stock transaction (the “transaction”). When and if the proposed transaction is completed, the combined organization will create a financial holding company with approximately $11 billion in assets and more than 100 locations across Delaware, Kentucky, Maryland, Pennsylvania, Virginia, and West Virginia, with more than 1,000 employees serving our communities. Completion of the proposed transaction is subject to receiving the requisite approvals of the Company's and LINK's shareholders, receipt of all required regulatory approvals, and fulfillment of other customary closing conditions.
Results of Operations
Fourth Quarter 2025 compared to Third Quarter 2025
The Company reported fourth quarter 2025 net income applicable to common shares of $30.0 million, or $1.98 per diluted common share, compared to third quarter 2025 net income applicable to common shares of $29.7 million, or $1.97 per diluted common share.
•Period-end total gross loans were $5.4 billion at December 31, 2025, a decrease of $171.8 million from September 30, 2025, as the Company exited approximately $201.5 million of non-strategic loans while originating $383.3 million of new, relationship-based loan commitments.
•Period-end total deposits were $6.4 billion at December 31, 2025, a decrease of $8.1 million from September 30, 2025. Excluding a $60.0 million decrease in brokered deposits, core deposits increased $51.9 million.
•Net interest income for the quarter was $74.9 million compared to $73.8 million in the prior quarter due to a decrease in interest expense of $1.2 million. The decrease in total interest expense was primarily driven by lower deposit costs from a decrease in the balance of brokered time deposits and lower rates on certain deposit products.
•Net interest margin on a fully taxable equivalent basis (non-GAAP1) increased to 4.11% versus 4.08% in the third quarter of 2025, mainly attributable to a decrease in yield on interest-bearing liabilities compared to the third quarter of 2025.
•Accretion income on loans during the quarter was $8.7 million, and the amortization expense impact on interest expense was $1.4 million, or 39.3 bps of net interest margin on an annualized basis in the fourth quarter of 2025. In the prior quarter, accretion income on loans during the quarter was $8.2 million, and the amortization expense impact on interest expense was $1.4 million, or 36.7 bps of net interest margin on an annualized basis.
•The cost of total deposits, including non-interest bearing deposits, was 1.80% in the fourth quarter of 2025, compared to 1.87% in the third quarter of 2025. The decrease in the cost of deposits was mostly due to a decrease in the rate paid on interest-bearing deposits compared to the third quarter of 2025.
•The Company recorded credit provision expense in the fourth quarter of 2025 of $136 thousand and the Company’s allowance for credit losses at December 31, 2025, was $67.8 million, or 1.3% of total loans.
•Total non-interest income for the fourth quarter of 2025 was $11.6 million compared to $11.6 million in the prior quarter. While collection of death proceeds from company-owned life
insurance increased non-interest income by $1.7 million in the fourth quarter, this increase was offset by decreases in other categories of non-interest income including service charges and fees, net gains (losses) on securities and other non-interest income in the fourth quarter of 2025 compared to the third quarter of 2025.
•Non-interest expense for the fourth quarter of 2025 was $48.5 million compared to $48.1 million in the third quarter of 2025, with all categories remaining relatively flat quarter over quarter.
Regulatory capital ratios2
The Company continues to be well-capitalized with capital ratios that are above regulatory requirements. As of December 31, 2025, our Common Equity Tier 1 capital to risk-weighted asset and Total risk-based capital to risk-weighted asset ratios were 13.2%2 and 15.9%2, respectively, and significantly above the well-capitalized requirements of 6.5% and 10%, respectively. The leverage ratio was 10.9%2 compared to a 5% level to be considered well-capitalized.
Burke & Herbert Bank & Trust Company (“the Bank”), the Company’s wholly-owned bank subsidiary, also continues to be well-capitalized with capital ratios that are above regulatory requirements. As of December 31, 2025, the Bank’s Common Equity Tier 1 capital to risk-weighted asset and Total risk-based capital to risk-weighted asset ratios were 14.8%2 and 15.9%,2 respectively, and significantly above the well-capitalized requirements. In addition, the Bank’s leverage ratio of 11.6%2 is considered to be well-capitalized.
For more information about the Company’s financial condition, including additional disclosures pertinent to recent events in the banking industry, please see our financial statements and supplemental information attached to this release.
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.
Cautionary Note Regarding Forward-Looking Statements
This presentation 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 problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Burke & Herbert and LINK do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate LINK’s operations and those of Burke & Herbert; such integration may be more difficult, time-consuming or costly than expected; revenues following the proposed transaction may be lower than expected; Burke & Herbert’s and LINK’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by Burke & Herbert’s issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of Burke & Herbert and LINK to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; and risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that may affect future results of Burke & Herbert and LINK; and the other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of Burke & Herbert’s and LINK’s Quarterly Report on Form 10–Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, and other reports Burke & Herbert and LINK file with the SEC.
Additional Information and Where to Find It
In connection with the proposed transaction, Burke & Herbert will file a registration statement on Form S-4 with the SEC to register the shares of Burke & Herbert common stock to be issued in connection with the proposed transaction. The registration statement will include a joint proxy statement of Burke & Herbert and LINK, which also constitutes a prospectus of Burke & Herbert, that will be sent to
shareholders of Burke & Herbert and shareholders of LINK seeking certain approvals related to the proposed transaction. Each of Burke & Herbert and LINK may file with the SEC other relevant documents concerning the proposed transaction. This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. INVESTORS AND SHAREHOLDERS OF BURKE & HERBERT AND LINK AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BURKE & HERBERT, LINK AND THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about Burke & Herbert and LINK, without charge, at the SEC’s website www.sec.gov. Copies of documents filed with the SEC by Burke & Herbert will be made available free of charge in the “Investor Relations” section of Burke & Herbert’s website, www.burkeandherbertbank.com, under the heading “Financials.” Copies of documents filed with the SEC by LINK will be made available free of charge in the “Investor Relations” section of LINK’s website, www.linkbank.com, under the heading “Financials.” The information on Burke & Herbert’s or LINK’s respective websites is not, and shall not be deemed to be, a part of this presentation or incorporated into other filings either company makes with the SEC.
Participants in Solicitation
Burke & Herbert, LINK, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Burke & Herbert and shareholders of LINK in respect of the proposed transaction under the rules of the SEC. Information regarding Burke & Herbert’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 31, 2025, and certain other documents filed by Burke & Herbert with the SEC. Information regarding LINK’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 17, 2025, and certain other documents filed by LINK with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.
Burke & Herbert Financial Services Corp.
Consolidated Statements of Income (unaudited)
(In thousands)
| Three Months Ended | Twelve Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | ||||||||
| 2025 | 2024 | 2025 | 2025 | 2024 | ||||||
| Interest income | ||||||||||
| Taxable loans, including fees | $ | 93,828 | $ | 97,903 | $ | 95,132 | $ | 382,794 | $ | 311,303 |
| Tax-exempt loans, including fees | 44 | 37 | 47 | 180 | 118 | |||||
| Taxable securities | 8,955 | 9,868 | 9,062 | 36,807 | 39,817 | |||||
| Tax-exempt securities | 5,295 | 3,191 | 4,863 | 17,364 | 10,243 | |||||
| Other interest income | 3,018 | 1,794 | 2,105 | 7,848 | 4,680 | |||||
| Total interest income | 111,140 | 112,793 | 111,209 | 444,993 | 366,161 | |||||
| Interest expense | ||||||||||
| Deposits | 29,401 | 35,919 | 30,286 | 121,969 | 118,664 | |||||
| Short-term borrowings | 4,471 | 3,383 | 4,379 | 16,480 | 14,189 | |||||
| Subordinated debt | 2,320 | 2,754 | 2,748 | 10,527 | 7,412 | |||||
| Other interest expense | 26 | 27 | 26 | 105 | 111 | |||||
| Total interest expense | 36,218 | 42,083 | 37,439 | 149,081 | 140,376 | |||||
| Net interest income | 74,922 | 70,710 | 73,770 | 295,912 | 225,785 | |||||
| Credit loss expense - loans and available-for-sale securities | 135 | 960 | 574 | 2,326 | 20,475 | |||||
| Credit loss (recapture) - off-balance sheet credit exposures | 1 | (127) | (312) | (803) | 3,745 | |||||
| Total provision for credit losses | 136 | 833 | 262 | 1,523 | 24,220 | |||||
| Net interest income after credit loss expense | 74,786 | 69,877 | 73,508 | 294,389 | 201,565 | |||||
| Non-interest income | ||||||||||
| Fiduciary and wealth management | 2,923 | 2,429 | 2,664 | 10,455 | 8,411 | |||||
| Service charges and fees | 2,002 | 1,742 | 2,070 | 8,197 | 6,719 | |||||
| Net gains (losses) on securities | (95) | 744 | 212 | 156 | 1,357 | |||||
| Income from company-owned life insurance | 2,803 | 1,887 | 1,152 | 8,130 | 4,686 | |||||
| Bank debit and other card revenue | 3,164 | 3,064 | 3,192 | 12,264 | 9,772 | |||||
| Other non-interest income | 837 | 1,925 | 2,295 | 6,917 | 5,221 | |||||
| Total non-interest income | 11,634 | 11,791 | 11,585 | 46,119 | 36,166 | |||||
| Non-interest expense | ||||||||||
| Salaries and wages | 20,332 | 25,818 | 20,848 | 83,441 | 77,089 | |||||
| Pensions and other employee benefits | 4,889 | 4,840 | 4,429 | 18,521 | 17,186 | |||||
| Occupancy | 3,396 | 3,630 | 3,479 | 14,441 | 11,577 | |||||
| Equipment rentals, depreciation and maintenance | 3,733 | 4,531 | 3,908 | 15,825 | 23,174 | |||||
| Core deposit intangible amortization | 3,684 | 4,298 | 3,683 | 15,553 | 11,460 | |||||
| ATM, card and network expense | 1,107 | 2,099 | 1,200 | 4,753 | 5,398 | |||||
| FDIC and other regulatory assessments | 926 | 829 | 976 | 3,904 | 3,329 | |||||
| Other operating | 10,432 | 15,365 | 9,569 | 39,122 | 48,620 | |||||
| Total non-interest expense | 48,499 | 61,410 | 48,092 | 195,560 | 197,833 | |||||
| Income before income taxes | 37,921 | 20,258 | 37,001 | 144,948 | 39,898 | |||||
| Income tax expense | 7,667 | 465 | 7,037 | 27,632 | 4,190 | |||||
| Net income | 30,254 | 19,793 | 29,964 | 117,316 | 35,708 | |||||
| Preferred stock dividends | 225 | 225 | 225 | 900 | 675 | |||||
| Net income applicable to common shares | $ | 30,029 | $ | 19,568 | $ | 29,739 | $ | 116,416 | $ | 35,033 |
Burke & Herbert Financial Services Corp.
Consolidated Balance Sheets
(In thousands)
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| Assets | ||||
| Cash and due from banks | $ | 53,497 | $ | 35,554 |
| Interest-earning deposits with banks | 235,630 | 99,760 | ||
| Cash and cash equivalents | 289,127 | 135,314 | ||
| Securities available-for-sale, at fair value | 1,615,954 | 1,432,371 | ||
| Restricted stock, at cost | 42,187 | 33,559 | ||
| Loans held-for-sale, at fair value | 365 | 2,331 | ||
| Loans | 5,387,676 | 5,672,236 | ||
| Allowance for credit losses | (67,823) | (68,040) | ||
| Net loans | 5,319,853 | 5,604,196 | ||
| Premises and equipment, net | 136,809 | 132,270 | ||
| Other real estate owned | 2,884 | 2,783 | ||
| Accrued interest receivable | 35,442 | 34,454 | ||
| Intangible assets | 41,747 | 57,300 | ||
| Goodwill | 34,149 | 32,783 | ||
| Company-owned life insurance | 213,200 | 182,834 | ||
| Other assets | 188,909 | 161,990 | ||
| Total Assets | $ | 7,920,626 | $ | 7,812,185 |
| Liabilities and Shareholders’ Equity | ||||
| Liabilities | ||||
| Non-interest-bearing deposits | $ | 1,336,380 | $ | 1,379,940 |
| Interest-bearing deposits | 5,067,561 | 5,135,299 | ||
| Total deposits | 6,403,941 | 6,515,239 | ||
| Short-term borrowings | 450,000 | 365,000 | ||
| Subordinated debentures, net | 70,222 | 94,872 | ||
| Subordinated debentures owed to unconsolidated subsidiary trusts | 17,268 | 17,013 | ||
| Accrued interest and other liabilities | 124,546 | 89,904 | ||
| Total Liabilities | 7,065,977 | 7,082,028 | ||
| Shareholders’ Equity | ||||
| Preferred stock and surplus | 10,413 | 10,413 | ||
| Common stock | 7,800 | 7,770 | ||
| Common stock, additional paid-in capital | 405,922 | 401,172 | ||
| Retained earnings | 517,058 | 434,106 | ||
| Accumulated other comprehensive income (loss) | (58,960) | (95,720) | ||
| Treasury stock | (27,584) | (27,584) | ||
| Total Shareholders’ Equity | 854,649 | 730,157 | ||
| Total Liabilities and Shareholders’ Equity | $ | 7,920,626 | $ | 7,812,185 |
Burke & Herbert Financial Services Corp.
Details of Net Interest Margin (unaudited)
For the three months ended
| Details of Net Interest Margin - Yield Percentages | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31 | September 30 | June 30 | March 31 | December 31 | ||||||
| 2025 | 2025 | 2025 | 2025 | 2024 | ||||||
| Interest-earning assets: | ||||||||||
| Loans: | ||||||||||
| Taxable loans | 6.79 | % | 6.76 | % | 6.90 | % | 6.96 | % | 6.91 | % |
| Tax-exempt loans | 7.03 | 6.78 | 5.90 | 5.90 | 5.87 | |||||
| Total loans | 6.79 | 6.76 | 6.90 | 6.96 | 6.91 | |||||
| Interest-earning deposits and fed funds sold | 3.83 | 4.33 | 4.68 | 5.76 | 4.48 | |||||
| Securities: | ||||||||||
| Taxable securities | 3.78 | 3.86 | 3.83 | 3.85 | 3.82 | |||||
| Tax-exempt securities | 4.27 | 4.17 | 4.20 | 3.85 | 3.55 | |||||
| Total securities | 3.96 | 3.97 | 3.95 | 3.85 | 3.75 | |||||
| Total interest-earning assets | 6.06 | % | 6.11 | % | 6.25 | % | 6.31 | % | 6.22 | % |
| Interest-bearing liabilities: | ||||||||||
| Deposits: | ||||||||||
| Interest-bearing demand | 2.07 | % | 2.18 | % | 2.21 | % | 2.16 | % | 2.51 | % |
| Money market & savings | 1.94 | 2.02 | 2.01 | 2.02 | 1.60 | |||||
| Brokered CDs & time deposits | 3.23 | 3.25 | 3.37 | 3.85 | 4.55 | |||||
| Total interest-bearing deposits | 2.28 | 2.37 | 2.41 | 2.53 | 2.76 | |||||
| Borrowings: | ||||||||||
| Short-term borrowings | 3.93 | 3.85 | 3.91 | 3.88 | 4.17 | |||||
| Subordinated debt borrowings and other | 10.62 | 9.49 | 9.62 | 9.85 | 9.87 | |||||
| Total interest-bearing liabilities | 2.54 | % | 2.63 | % | 2.68 | % | 2.76 | % | 2.98 | % |
| Taxable-equivalent net interest spread | 3.52 | 3.48 | 3.57 | 3.55 | 3.24 | |||||
| Benefit from use of non-interest-bearing deposits | 0.59 | 0.60 | 0.60 | 0.63 | 0.67 | |||||
| Taxable-equivalent net interest margin (non-GAAP1) | 4.11 | % | 4.08 | % | 4.17 | % | 4.18 | % | 3.91 | % |
Burke & Herbert Financial Services Corp.
Details of Net Interest Margin (unaudited)
For the three months ended
(In thousands)
| Details of Net Interest Margin - Average Balances | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31 | September 30 | June 30 | March 31 | December 31 | ||||||
| 2025 | 2025 | 2025 | 2025 | 2024 | ||||||
| Interest-earning assets: | ||||||||||
| Loans: | ||||||||||
| Taxable loans | $ | 5,482,574 | $ | 5,584,315 | $ | 5,627,236 | $ | 5,651,937 | $ | 5,634,157 |
| Tax-exempt loans | 3,159 | 3,511 | 3,737 | 4,057 | 3,115 | |||||
| Total loans | 5,485,733 | 5,587,826 | 5,630,973 | 5,655,994 | 5,637,272 | |||||
| Interest-earning deposits and fed funds sold | 222,990 | 100,445 | 81,369 | 40,757 | 152,537 | |||||
| Securities: | ||||||||||
| Taxable securities | 1,031,603 | 1,034,136 | 1,059,310 | 1,039,391 | 1,031,024 | |||||
| Tax-exempt securities | 623,417 | 586,129 | 476,586 | 435,789 | 452,937 | |||||
| Total securities | 1,655,020 | 1,620,265 | 1,535,896 | 1,475,180 | 1,483,961 | |||||
| Total interest-earning assets | $ | 7,363,743 | $ | 7,308,536 | $ | 7,248,238 | $ | 7,171,931 | $ | 7,273,770 |
| Interest-bearing liabilities: | ||||||||||
| Deposits: | ||||||||||
| Interest-bearing demand | $ | 2,315,064 | $ | 2,278,587 | $ | 2,239,100 | $ | 2,216,243 | $ | 2,560,445 |
| Money market & savings | 1,705,028 | 1,660,401 | 1,648,338 | 1,633,307 | 1,366,276 | |||||
| Brokered CDs & time deposits | 1,100,215 | 1,135,546 | 1,173,213 | 1,253,841 | 1,247,900 | |||||
| Total interest-bearing deposits | 5,120,307 | 5,074,534 | 5,060,651 | 5,103,391 | 5,174,621 | |||||
| Borrowings: | ||||||||||
| Short-term borrowings | 453,436 | 453,486 | 457,775 | 336,245 | 325,084 | |||||
| Subordinated debt borrowings and other | 86,635 | 114,900 | 113,813 | 112,383 | 111,021 | |||||
| Total interest-bearing liabilities | $ | 5,660,378 | $ | 5,642,920 | $ | 5,632,239 | $ | 5,552,019 | $ | 5,610,726 |
| Non-interest-bearing deposits | $ | 1,358,798 | $ | 1,338,188 | $ | 1,352,785 | $ | 1,371,615 | $ | 1,411,202 |
Burke & Herbert Financial Services Corp.
Supplemental Information (unaudited)
As of or for the three months ended
(In thousands, except ratios and per share amounts)
| December 31 | September 30 | June 30 | March 31 | December 31 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2025 | 2025 | 2025 | 2024 | ||||||
| Per common share information | ||||||||||
| Basic earnings | $ | 2.00 | $ | 1.98 | $ | 1.98 | $ | 1.80 | $ | 1.31 |
| Diluted earnings | 1.98 | 1.97 | 1.97 | 1.80 | 1.30 | |||||
| Cash dividends | 0.55 | 0.55 | 0.55 | 0.55 | 0.55 | |||||
| Book value | 56.18 | 54.02 | 51.28 | 49.90 | 48.08 | |||||
| Tangible book value (non-GAAP1) | 51.13 | 48.72 | 45.73 | 44.17 | 42.06 | |||||
| Balance sheet-related (at period end, unless otherwise indicated) | ||||||||||
| Assets | $ | 7,920,626 | $ | 7,889,037 | $ | 8,053,084 | $ | 7,838,090 | $ | 7,812,185 |
| Average interest-earning assets | 7,363,743 | 7,308,536 | 7,248,238 | 7,171,931 | 7,273,770 | |||||
| Loans (gross) | 5,387,676 | 5,559,479 | 5,590,457 | 5,647,507 | 5,672,236 | |||||
| Loans (net) | 5,319,853 | 5,491,875 | 5,523,201 | 5,579,754 | 5,604,196 | |||||
| Securities, available-for-sale, at fair value | 1,615,954 | 1,598,407 | 1,522,611 | 1,436,869 | 1,432,371 | |||||
| Intangible assets | 41,747 | 45,431 | 49,114 | 53,002 | 57,300 | |||||
| Goodwill | 34,149 | 34,149 | 34,149 | 32,842 | 32,783 | |||||
| Non-interest-bearing deposits | 1,336,380 | 1,358,250 | 1,363,617 | 1,382,427 | 1,379,940 | |||||
| Interest-bearing deposits | 5,067,561 | 5,053,802 | 5,027,357 | 5,159,444 | 5,135,299 | |||||
| Deposits, total | 6,403,941 | 6,412,052 | 6,390,974 | 6,541,871 | 6,515,239 | |||||
| Brokered deposits | 64,410 | 124,386 | 132,098 | 246,902 | 244,802 | |||||
| Uninsured deposits | 2,057,873 | 2,022,739 | 1,963,566 | 1,943,227 | 1,926,724 | |||||
| Short-term borrowings | 450,000 | 450,000 | 650,000 | 300,000 | 365,000 | |||||
| Subordinated debt, net | 87,490 | 86,110 | 114,692 | 113,289 | 111,885 | |||||
| Unused borrowing capacity 3 | 4,556,923 | 4,153,137 | 4,075,313 | 4,082,879 | 4,092,378 | |||||
| Total equity | 854,649 | 822,231 | 780,018 | 758,000 | 730,157 | |||||
| Total common equity | 844,236 | 811,818 | 769,605 | 747,587 | 719,744 | |||||
| Accumulated other comprehensive income (loss) | (58,960) | (68,454) | (87,854) | (88,024) | (95,720) | |||||
| Asset Quality | ||||||||||
| Provision for credit losses | $ | 136 | $ | 262 | $ | 624 | $ | 501 | $ | 833 |
| Net loan charge-offs | (84) | 226 | 1,214 | 1,187 | 737 | |||||
| Allowance for credit losses | 67,823 | 67,604 | 67,256 | 67,753 | 68,040 | |||||
| Total delinquencies 4 | 37,080 | 34,722 | 29,056 | 86,223 | 38,213 | |||||
| Nonperforming loans 5 | 74,236 | 89,051 | 85,531 | 64,756 | 38,368 |
(3) Includes Federal Home Loan Bank, Borrower-in-Custody (BIC), and correspondent bank availability.
(4) Total delinquencies represent accruing loans 30 days or more past due.
(5) Includes non-accrual loans and loans 90 days past due and still accruing.
10
Burke & Herbert Financial Services Corp.
Supplemental Information (unaudited)
As of or for the three months ended
(In thousands, except ratios and per share amounts)
| December 31 | September 30 | June 30 | March 31 | December 31 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2025 | 2025 | 2025 | 2024 | |||||||||||
| Income statement | |||||||||||||||
| Interest income | $ | 111,140 | $ | 111,209 | $ | 111,858 | $ | 110,786 | $ | 112,793 | |||||
| Interest expense | 36,218 | 37,439 | 37,625 | 37,799 | 42,083 | ||||||||||
| Non-interest income | 11,634 | 11,585 | 12,877 | 10,023 | 11,791 | ||||||||||
| Total revenue (non-GAAP1) | 86,556 | 85,355 | 87,110 | 83,010 | 82,501 | ||||||||||
| Non-interest expense | 48,499 | 48,092 | 49,305 | 49,664 | 61,410 | ||||||||||
| Pretax, pre-provision earnings (non-GAAP1) | 38,057 | 37,263 | 37,805 | 33,346 | 21,091 | ||||||||||
| Provision for (recapture of) credit losses | 136 | 262 | 624 | 501 | 833 | ||||||||||
| Income before income taxes | 37,921 | 37,001 | 37,181 | 32,845 | 20,258 | ||||||||||
| Income tax expense | 7,667 | 7,037 | 7,284 | 5,644 | 465 | ||||||||||
| Net income | 30,254 | 29,964 | 29,897 | 27,201 | 19,793 | ||||||||||
| Preferred stock dividends | 225 | 225 | 225 | 225 | 225 | ||||||||||
| Net income applicable to common shares | $ | 30,029 | $ | 29,739 | $ | 29,672 | $ | 26,976 | $ | 19,568 | |||||
| Ratios | |||||||||||||||
| Return on average assets (annualized) | 1.49 | % | 1.50 | % | 1.51 | % | 1.41 | % | 1.00 | % | |||||
| Return on average equity (annualized) | 14.14 | 14.88 | 15.50 | 14.57 | 10.49 | ||||||||||
| Net interest margin (non-GAAP1) | 4.11 | 4.08 | 4.17 | 4.18 | 3.91 | ||||||||||
| Efficiency ratio | 56.03 | 56.34 | 56.60 | 59.83 | 74.44 | ||||||||||
| Loan-to-deposit ratio | 84.13 | 86.70 | 87.47 | 86.33 | 87.06 | ||||||||||
| Consolidated Common Equity Tier 1 (CET1) capital ratio 2 | 13.20 | 12.79 | 12.22 | 11.77 | 11.53 | ||||||||||
| Consolidated Total risk-based capital ratio 2 | 15.87 | 15.44 | 15.27 | 14.79 | 14.57 | ||||||||||
| Consolidated Leverage ratio2 | 10.92 | 10.71 | 10.42 | 10.12 | 9.80 | ||||||||||
| Allowance coverage ratio | 1.26 | 1.22 | 1.20 | 1.20 | 1.20 | ||||||||||
| Allowance for credit losses as a percentage of non-performing loans | 91.36 | 75.92 | 78.63 | 104.63 | 177.34 | ||||||||||
| Non-performing loans as a percentage of total loans | 1.38 | 1.60 | 1.53 | 1.15 | 0.68 | ||||||||||
| Non-performing assets as a percentage of total assets | 0.97 | 1.16 | 1.10 | 0.86 | 0.53 | ||||||||||
| Net charge-offs to average loans (annualized) | -0.6 bps | 1.6 bps | 8.6 bps | 8.5 bps | 5.2 bps |
Burke & Herbert Financial Services Corp.
Non-GAAP Reconciliations (unaudited)
(In thousands, except ratios and per share amounts)
| Operating net income, adjusted diluted EPS, and adjusted non-interest expense (non-GAAP1) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended | ||||||||||
| December 31 | September 30 | June 30 | March 31 | December 31 | ||||||
| 2025 | 2025 | 2025 | 2025 | 2024 | ||||||
| Net income applicable to common shares | $ | 30,029 | $ | 29,739 | $ | 29,672 | $ | 26,976 | $ | 19,568 |
| Add back significant items (tax effected): | ||||||||||
| Merger-related | — | — | — | — | 7,069 | |||||
| Total significant items | — | — | — | — | 7,069 | |||||
| Operating net income | $ | 30,029 | $ | 29,739 | $ | 29,672 | $ | 26,976 | $ | 26,637 |
| Weighted average dilutive shares | 15,139,792 | 15,112,413 | 15,023,807 | 15,026,376 | 15,038,442 | |||||
| Adjusted diluted EPS | $ | 1.98 | $ | 1.97 | $ | 1.97 | $ | 1.80 | $ | 1.77 |
| Non-interest expense | $ | 48,499 | $ | 48,092 | $ | 49,305 | $ | 49,664 | $ | 61,410 |
| Remove significant items: | ||||||||||
| Merger-related | — | — | — | — | 8,948 | |||||
| Total significant items | $ | — | $ | — | $ | — | $ | — | $ | 8,948 |
| Adjusted non-interest expense | $ | 48,499 | $ | 48,092 | $ | 49,305 | $ | 49,664 | $ | 52,462 |
Operating net income is a non-GAAP measure that is derived from net income adjusted for significant items. The Company believes that operating net income is useful in periods with certain significant items such as merger-related expenses. The operating net income is more reflective of management’s ability to grow the business and manage expenses. Adjusted non-interest expense also removes these significant items, such as merger-related expenses. Management believes it represents a more normalized non-interest expense total for periods with identified significant items.
| Total Revenue (non-GAAP1) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended | ||||||||||
| December 31 | September 30 | June 30 | March 31 | December 31 | ||||||
| 2025 | 2025 | 2025 | 2025 | 2024 | ||||||
| Interest income | $ | 111,140 | $ | 111,209 | $ | 111,858 | $ | 110,786 | $ | 112,793 |
| Interest expense | 36,218 | 37,439 | 37,625 | 37,799 | 42,083 | |||||
| Non-interest income | 11,634 | 11,585 | 12,877 | 10,023 | 11,791 | |||||
| Total revenue (non-GAAP1) | $ | 86,556 | $ | 85,355 | $ | 87,110 | $ | 83,010 | $ | 82,501 |
Total revenue is a non-GAAP measure and is derived from total interest income less total interest expense plus total non-interest income. We believe that total revenue is a useful tool to determine how the Company is managing its business and demonstrates how stable our revenue sources are from period to period.
Burke & Herbert Financial Services Corp.
Non-GAAP Reconciliations (unaudited)
(In thousands, except ratios and per share amounts)
| Pretax, Pre-Provision Earnings (non-GAAP1) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended | ||||||||||
| December 31 | September 30 | June 30 | March 31 | December 31 | ||||||
| 2025 | 2025 | 2025 | 2025 | 2024 | ||||||
| Income before taxes | $ | 37,921 | $ | 37,001 | $ | 37,181 | $ | 32,845 | $ | 20,258 |
| Provision for (recapture of) credit losses | 136 | 262 | 624 | 501 | 833 | |||||
| Pretax, pre-provision earnings (non-GAAP1) | $ | 38,057 | $ | 37,263 | $ | 37,805 | $ | 33,346 | $ | 21,091 |
Pretax, pre-provision earnings is a non-GAAP measure and is based on adjusting income before income taxes and to exclude provision for (recapture of) credit losses. We believe that pretax, pre-provision earnings is a useful tool to help evaluate the ability to provide for credit costs through operations and provides an additional basis to compare results between periods by isolating the impact of provision for (recapture of) credit losses, which can vary significantly between periods.
| Tangible Common Equity (non-GAAP1) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended | ||||||||||
| December 31 | September 30 | June 30 | March 31 | December 31 | ||||||
| 2025 | 2025 | 2025 | 2025 | 2024 | ||||||
| Common shareholders' equity | $ | 844,236 | $ | 811,818 | $ | 769,605 | $ | 747,587 | $ | 719,744 |
| Less: | ||||||||||
| Intangible assets | 41,747 | 45,431 | 49,114 | 53,002 | 57,300 | |||||
| Goodwill | 34,149 | 34,149 | 34,149 | 32,842 | 32,783 | |||||
| Tangible common equity (non-GAAP1) | $ | 768,340 | $ | 732,238 | $ | 686,342 | $ | 661,743 | $ | 629,661 |
| Shares outstanding at end of period | 15,028,524 | 15,028,524 | 15,007,712 | 14,982,807 | 14,969,104 | |||||
| Tangible book value per common share | $ | 51.13 | $ | 48.72 | $ | 45.73 | $ | 44.17 | $ | 42.06 |
In management's view, tangible common equity measures are capital adequacy metrics that may be meaningful to the Company, as well as analysts and investors, in assessing the Company's use of equity and in facilitating comparisons with peers. These non-GAAP measures are valuable indicators of a financial institution's capital strength because they eliminate intangible assets from shareholders' equity and retain the effect of accumulated other comprehensive income/(loss) in shareholders' equity.
Burke & Herbert Financial Services Corp.
Non-GAAP Reconciliations (unaudited)
(In thousands, except ratios and per share amounts)
| Net Interest Margin & Taxable-Equivalent Net Interest Income (non-GAAP1) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of or for the three months ended | |||||||||||||||
| December 31 | September 30 | June 30 | March 31 | December 31 | |||||||||||
| 2025 | 2025 | 2025 | 2025 | 2024 | |||||||||||
| Net interest income | $ | 74,922 | $ | 73,770 | $ | 74,233 | $ | 72,987 | $ | 70,710 | |||||
| Taxable-equivalent adjustments | 1,420 | 1,305 | 1,059 | 881 | 858 | ||||||||||
| Net interest income (Fully Taxable-Equivalent - FTE) | $ | 76,342 | $ | 75,075 | $ | 75,292 | $ | 73,868 | $ | 71,568 | |||||
| Average interest-earning assets | $ | 7,363,743 | $ | 7,308,536 | $ | 7,248,238 | $ | 7,171,931 | $ | 7,273,770 | |||||
| Net interest margin (non-GAAP1) | 4.11 | % | 4.08 | % | 4.17 | % | 4.18 | % | 3.91 | % |
The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest income, we use net interest income on a fully taxable-equivalent (FTE) basis by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments. FTE net interest income is calculated by adding the tax benefit on certain financial interest earning assets, whose interest is tax-exempt, to total interest income then subtracting total interest expense. Management believes FTE net interest income is a standard practice in the banking industry, and when net interest income is adjusted on an FTE basis, yields on taxable, nontaxable, and partially taxable assets are comparable; however, the adjustment to an FTE basis has no impact on net income and this adjustment is not permitted under GAAP. FTE net interest income is only used for calculating FTE net interest margin, which is calculated by annualizing FTE net interest income and then dividing by the average earning assets. The tax rate used for this adjustment is 21%. Net interest income shown elsewhere in this presentation is GAAP net interest income.
14
a4q25investordeck2026012
1 January 2026 4Q25 Update (Nasdaq: BHRB)
2 Cautionary Statement Regarding Forward-Looking Information Cautionary Note Regarding Forward Looking Statements This presentation 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 merger of LINK with and into Burke & Herbert announced on December 18, 2025 (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 problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Burke & Herbert and LINK do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate LINK’s operations and those of Burke & Herbert; such integration may be more difficult, time-consuming or costly than expected; revenues following the proposed transaction may be lower than expected; Burke & Herbert’s and LINK’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by Burke & Herbert’s issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of Burke & Herbert and LINK to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; and risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that may affect future results of Burke & Herbert and LINK; and the other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of Burke & Herbert’s and LINK’s Quarterly Report on Form 10–Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, and other reports Burke & Herbert and LINK file with the SEC.
3 Cautionary Statement Regarding Forward-Looking Information Non-GAAP Financial Measures This presentation contains certain financial measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Such non-GAAP financial measures may include the following: fully tax-equivalent net interest margin, core operating earnings, core net income, tangible book value per common share, total risk-based capital ratio, tier one leverage ratio, tier one capital ratio, and the tangible common equity to tangible assets ratio. Management uses these non-GAAP financial measures to assess the performance of the Company’s core business and the strength of its capital position. Management believes that these non-GAAP financial measures provide meaningful additional information about the Company to assist investors in evaluating operating results, financial strength, and capitalization. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant charges for credit costs and other factors. These non-GAAP financial measures should not be considered as a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. The computations of the non-GAAP financial measures used in this presentation are referenced in a footnote or in the appendix to this presentation.
4 Introduction • Thank you for your interest in Burke & Herbert Financial Services Corp., and its wholly owned subsidiary Burke & Herbert Bank & Trust Company. As a community banking institution, we are headquartered in Old Town Alexandria, Virginia, and have served the banking, borrowing and investing needs of businesses, organizations, families, and individuals since 1852. • As a true community bank, we are deeply tied to the people, neighborhoods, and institutions where we live and work. Our employees form a diverse, dedicated, close-knit team that upholds a culture of customer service and forges strong and lasting relationships with our customers and shared communities. We are selective in our hiring, proud of the caliber of our people, and encourage a collegial environment in which each individual feels valued. • We strive to be your quintessential community bank that delivers extraordinary experiences and top-quartile results, while staying true to our values and remaining focused on what we can control.
5 Overview Headquarters: Alexandria, VA Corporate Centers: Kingstowne, VA Moorefield, WV 173 Years Providing Service Beyond Expectations More than 75 locations across 5 states Total Assets $7.9 Billion Total Gross Loans $5.4 Billion Total Deposits $6.4 Billion Return on Average Assets 1.49% Return on Average Equity 14.14% Financial results as of or for the quarter ended Dec. 31, 2025; returns are annualized
6 Core Values Driven by our values, we endeavor to be your quintessential community bank — delivering service beyond expectations Serve & Lead We are dedicated to serving our customers and our teams, leading with quiet confidence and integrity to inspire the trust of all those we serve. Deliver More We're driven to go above and beyond, continually innovating and improving on how we deliver the best possible experiences and outcomes for all those we serve. Elevate Everyone We embrace our differences and respect everyone's unique contributions. We seek to empower individuals through our actions and words because we believe that when one succeeds, we all succeed. Always Invested We take ownership and responsibility for our work and are invested in the long-term success of our customers, colleagues, and communities.
7 Investment Strategy Unmatched Legacy & Reputation Strong & Consistent Financial Performance Market Leadership in a High-Growth Region Community Banking with a Competitive Edge • Oldest continuously operated bank in Virginia with 170+ years of trust • Multi-generational customer relationships, deeply imbedded in the community • Publicly traded, yet maintains a family-owned culture with a long-term view • Well-capitalized and resilient with low earnings volatility across economic cycles • Desired moderate risk profile with a fortress balance sheet • Stable deposit base with loyal customer retention • Our goal is to consistently deliver top quartile returns relative to our peers • Headquartered in historic Alexandria, VA, a prime location in the D.C. metro area • Strong presence in Northern VA’s affluent, high-income markets • Significant M&A and organic opportunities for deeper market penetration • Relationship-driven banking model vs. larger impersonal regional and super- regional banks • Faster, local decision-making for businesses and individuals • Longstanding trust gives us a competitive edge in our markets • A seasoned management team with large bank experience Future Growth and Innovation – Three Pillars of our Strategic Plan Continue to Maintain & Expand Our Trusted Advisor Relationship Model Expand Existing Markets & Pursue New Market Opportunities Deliver our Full Suite of Market Expected Products & Services
8 4Q25 At a Glance Highlights Built for the Long-Term $30.3 million Net Income $1.98 Diluted Earnings per Share (EPS) 4.11% Net Interest Margin1 1.26% Allowance Coverage Ratio 15.87% Total Risk-Based Capital Ratio2 (1) Net interest margin and tangible book value are non-GAAP financial measures (see Appendix) (2) Estimated (3) Change from 4Q24 to 4Q25 • Our objective is to build and maintain a fortress balance sheet - Maintain credit discipline through the cycle - Ensure proper allowances for credit losses - Stay liquid and have multiple sources of liquidity - Manage capital for the long term - Stress test the balance sheet for severe shocks - Maintain relatively neutral interest rate position - Continually improve risk, governance, and controls - Operate an effective risk-adjusted return culture Loan to Deposit Ratio 84.1% Uninsured Deposit % 32.1% Efficiency Ratio 56.0% Book Value $56.18 per common share Tangible Book Value1 $51.13 per common share Tangible Book Value1Growth3 +21.6% Financial results as of or for the quarter ended Dec. 31, 2025
9 Loan Portfolio as of 4Q25 ($ in 000s) Residential $1,127,684 Owner-Occupied CRE $593,120 Commercial & Industrial $461,921 AD&C $386,870 Consumer $48,794 Commercial Real Estate $2,769,287 Loans, gross $5,387,676 Loan Segment Adjustable Rate Fixed Rate Commercial Real Estate $ 1,256,462 $ 1,512,825 Residential 541,337 586,347 Owner-occupied CRE 317,209 275,911 AD&C 240,933 145,937 Commercial & Industrial 272,908 189,013 Consumer 17,286 31,508 $ 2,646,135 $ 2,741,541 Commercial Real Estate Category $ by Asset Class % by Asset Class Retail Real Estate $ 627,887 23% Office Bldgs. / Condos 528,450 19% Multi-Family 428,197 15% Hotels / Motels 352,166 13% Industrial / Warehouse 296,782 11% Other 235,379 9% Self-Storage 124,457 4% Nursing-Assisted Living 111,652 4% Restaurants and Gas Stations 64,317 2% $ 2,769,287 100% 4Q25 Highlights • The commercial real estate (CRE) portfolio is well-diversified across asset classes: - CRE + AD&C as a percentage of Bank total risk-based capital is estimated at 320% - AD&C as a percentage of Bank total risk-based capital is estimated at 39% • The CRE loan portfolio geographic footprint is spread across the West Virginia and greater DC / Maryland / Virginia (DMV) area with minimal office building exposure within Washington, D.C. • In line with our overall strategy, we are focused on commercial & industrial loan growth and greater portfolio granularity
10 Security Portfolio as of 4Q25 ($ in 000s) U.S Treasury & Agency $150,124 Municipal $922,574 Agency RMBS $55,385 Non-Agency RMBS $218,092 Agency CMBS $73,896 Non-Agency CMBS $111,109 Asset-Backed $53,466 Other $31,308 AFS Portfolio FV $1,615,954 Unrealized losses (net of taxes) impacts book value by $3.69 per common share Category Net Unrealized Losses Amortized Cost WA Yield U.S. Treasury & Agency $ 8,964 $ 159,088 1.34% Municipal 54,530 977,104 3.15% Agency RMBS 2,346 57,731 3.53% Non-Agency RMBS 3,351 221,443 4.16% Agency CMBS 357 74,253 5.02% Non-Agency CMBS 973 112,082 4.52% Asset-Backed 488 53,954 5.18% Other 854 32,162 7.30% $ 71,863 $ 1,687,817 3.44% 4Q25 Highlights • Portfolio duration is approximately 4.65 years • 76% of unrealized losses have a duration of approximately 6 years; remainder less than 2.6 years • Unrealized losses are the result of the interest rate environment • AOCI accretion is expected to be approximately 5.4% per quarter assuming a stagnant interest rate environment • The current portfolio is held as available-for-sale, and there is no intent to reclassify any part • Majority of non-agency CMBS and ABS are equity enhanced through structure and credit support
11 Funding Sources as of 4Q25 ($ in 000s) Demand (non- interest) $1,336,380 Demand (interest) $2,330,181 Money Market & Savings $1,665,304 Brokered CDs $64,410 Time Deposits & Other $1,007,666 Deposits $6,403,941 Short-term borrowings total $450 million with total unused borrowing capacity1 of $4.6 billion Short-term borrowings average rate for 4Q25 was 3.93% Category Average Rate QTD Demand (non-interest bearing) − % Demand (interest bearing) 2.07 % Money Market & Savings 1.94 % Brokered CDs & Time Deposits 3.23 % Total Interest-Bearing Deposits 2.28 % Total Deposits 1.80 % 4Q25 Highlights • Loan-to-deposit ratio of 84.1% • Brokered deposits represent 1.0% of total deposits • Uninsured deposits totaled $2.06 billion, representing 32.1% of total deposit balance • Stress tests are performed on liquidity and capital on a quarterly basis • We believe we have ample liquidity to withstand significant stress (1) Includes Federal Home Loan Bank, Borrower-in-Custody (BIC), and correspondent bank availability.
12 12.2% 12.6% 13.2% 13.6% 1Q25 2Q25 3Q25 4Q25 Tier 1 Capital Ratio Capital Ratio Trends1 11.8% 12.2% 12.8% 13.2% 1Q25 2Q25 3Q25 4Q25 Common Equity Tier 1 Ratio 14.8% 15.3% 15.4% 15.9% 1Q25 2Q25 3Q25 4Q25 Total Capital Ratio 10.1% 10.4% 10.7% 10.9% 1Q25 2Q25 3Q25 4Q25 Leverage Ratio Capital Management • We take a forward-looking, disciplined approach to capital management that emphasizes acceptable risk-adjusted returns over the long-term • Our capital management priorities include - Supporting customers - Funding business investments - Maintaining appropriate capital in light of economic conditions and regulatory expectations - Returning excess capital to shareholders • Modeled stress scenarios include evaluating the impact of deposit shocks, interest rate scenarios, and general balance sheet repositioning • Stress scenarios result in capital levels well above well-capitalized levels (1) All 4Q25 capital ratios are estimated. The Company redeemed $30 million of subordinated debt on September 30, 2025.
13 Asset Quality Trends 1.20% 1.20% 1.22% 1.26% 1Q25 2Q25 3Q25 4Q25 Allowance Coverage Ratio 8.5 8.6 1.6 (0.6) 1Q25 2Q25 3Q25 4Q25 NCOs / Average Loans (annualized) in bps 104.63% 78.63% 75.92% 91.36% 1Q25 2Q25 3Q25 4Q25 Allowance for Credit Losses / NPLs 1.15% 1.53% 1.60% 1.38% 1Q25 2Q25 3Q25 4Q25 NPLs / Total Loans Credit Management • Our objective is to maintain a moderate risk profile through the economic cycle • Credit risk management is embedded in our risk culture and in our decision-making processes - Managed through specific policies and processes - Measured and evaluated against our risk appetite and credit concentration limits - Reported, along with specific mitigation activities, to management and the Board of Directors through our governance structure • Loan reviews include ongoing monitoring procedures that involve additional stress testing of interest rate movements and collateral performance
14 Final Thoughts • Our business model is built on customer service and is designed to consistently deliver top quartile returns relative to our peers • Our approach is concentrated on growing and deepening relationships across our businesses that meet our risk/return measures • We are focused on our strategic priorities which are designed to enhance value over the long term - Being a trusted advisor - Growing fee revenue - Profitably expanding our markets • We take the long-view and maintain a moderate risk profile through the economic cycle
15 Appendix: Income Statement and Per Share Information Income Statement ($ in 000s) Dec. 31, Sept. 30, June 30, March 31, Dec. 31, 2025 2025 2025 2025 2024 Per common share information Income statement Interest income $ 111,140 $ 111,209 $ 111,858 $ 110,786 $ 112,793 Interest expense 36,218 37,439 37,625 37,799 42,083 Noninterest income 11,634 11,585 12,877 10,023 11,791 Total revenue (non-GAAP) 86,556 85,355 87,110 83,010 82,501 Noninterest expense 48,499 48,092 49,305 49,664 61,410 Pretax, pre-provision earnings (non-GAAP) 38,057 37,263 37,805 33,346 21,091 Provision for (recapture of) credit loss 136 262 624 501 833 Income (loss) before income taxes 37,921 37,001 37,181 32,845 20,258 Income tax expense (benefit) 7,667 7,037 7,284 5,644 465 Net income (loss) 30,254 29,964 29,897 27,201 19,793 Preferred stock dividends 225 225 225 225 225 Net income (loss) applicable to common shares $ 30,029 $ 29,739 $ 29,672 $ 26,976 $ 19,568 Basic earnings $ 2.00 $ 1.98 $ 1.98 $ 1.80 $ 1.31 Diluted earnings 1.98 1.97 1.97 1.80 1.30 Cash dividends 0.55 0.55 0.55 0.55 0.55 Book value 56.18 54.02 51.28 49.90 48.08 Tangible book value 51.13 48.72 45.73 44.17 42.06
16 Appendix: Balance Sheet Trends Balance Sheet (at period end), $ in 000s Dec. 31, Sept. 30, June 30, March 31, Dec. 31, 2025 2025 2025 2025 2024 Assets 7,920,626$ 7,889,037$ 8,053,084$ 7,838,090$ 7,812,185$ Average interest-earning assets 7,363,743 7,308,536 7,248,238 7,171,931 7,273,770 Loans (gross) 5,387,676 5,559,479 5,590,457 5,647,507 5,672,236 Loans (net) 5,319,853 5,491,875 5,523,201 5,579,754 5,604,196 Securities, available-for-sale, at fair value 1,615,954 1,598,407 1,522,611 1,436,869 1,432,371 Intangible assets 41,747 45,431 49,114 53,002 57,300 Goodwill 34,149 34,149 34,149 32,842 32,783 Non-interest bearing deposits 1,336,380 1,358,250 1,363,617 1,382,427 1,379,940 Interest-bearing deposits 5,067,561 5,053,802 5,027,357 5,159,444 5,135,299 Deposits, total 6,403,941 6,412,052 6,390,974 6,541,871 6,515,239 Brokered deposits 64,410 124,386 132,098 246,902 244,802 Uninsured deposits 2,057,873 2,022,739 1,963,566 1,943,227 1,926,724 Short-term borrowings 450,000 450,000 650,000 300,000 365,000 Subordinated debt, net 87,490 86,110 114,692 113,289 111,885 Unused borrowing capacity 4,556,923 4,153,137 4,075,313 4,082,879 4,092,378 Total equity 854,649 822,231 780,018 758,000 730,157 Total common equity 844,236 811,818 769,605 747,587 719,744 Accumulated other comprehensive income (loss) (58,960) (68,454) (87,854) (88,024) (95,720)
17 Appendix: Notes on Non-GAAP Financial Measures Total Common Equity, Tangible Book Value & Tangible Assets: Tangible common equity measures are capital adequacy metrics that may be meaningful to the Company, as well as analysts and investors, in assessing the Company's use of equity and in facilitating comparisons with peers. These non-GAAP measures are valuable indicators of a financial institution's capital strength since they eliminate intangible assets from stockholders' equity and retain the effect of accumulated other comprehensive income/(loss) in stockholders' equity. Dec. 31, Sept. 30, June 30, March 31, Dec. 31, 2025 2025 2025 2025 2024 Common Shareholders’ Equity $ 844,236 $ 811,818 $ 769,605 $ 747,587 $ 719,744 Less: Goodwill and intangible assets, net 75,896 79,580 83,263 85,844 90,083 Tangible common equity (non- GAAP) 768,340 732,238 686,342 661,743 629,661 Shares outstanding at end of period 15,028,524 15,028,524 15,007,712 14,982,807 14,969,104 Tangible book value per common share $ 51.13 $ 48.72 $ 45.73 $ 44.17 $ 42.06 Total Assets 7,920,626 7,889,037 8,053,084 7,838,090 7,812,185 Less: Goodwill and Intangible assets, net 75,896 79,580 83,263 85,844 90,083 Tangible assets (non-GAAP) $ 7,844,730 $ 7,809,457 $ 7,969,821 $ 7,752,246 $ 7,722,102
18 Appendix: Notes on Non-GAAP Financial Measures Total Revenue: Total revenue is a non-GAAP measure and is derived from total interest income less total interest expense plus total non-interest income. We believe that total revenue is a useful tool to determine how the Company is managing its business and demonstrates how stable our revenue sources are from period to period. Dec. 31, Sept.30, June 30, March 31, Dec. 31, 2025 2025 2025 2025 2024 Interest income $ 111,140 $ 111,209 $ 111,858 $ 110,786 $ 112,793 Interest expense 36,218 37,439 37,625 37,799 42,083 Non-interest income 11,634 11,585 12,877 10,023 11,791 Total revenue (non-GAAP) $ 86,556 $ 85,355 $ 87,110 $ 83,010 $ 82,501
19 Appendix: Notes on Non-GAAP Financial Measures Net Interest Margin: The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest income, we use net interest income on a fully taxable-equivalent (FTE) basis by increasing the interest income earned on tax-exempt assets to make it fully equivalent to interest income earned on taxable investments. FTE net interest income is calculated by adding the tax benefit on certain financial interest earning assets, whose interest is tax-exempt, to total interest income then subtracting total interest expense. Management believes FTE net interest income is a standard practice in the banking industry, and when net interest income is adjusted on an FTE basis, yields on taxable, nontaxable, and partially taxable assets are comparable; however, the adjustment to an FTE basis has no impact on net income and this adjustment is not permitted under GAAP. FTE net interest income is only used for calculating FTE net interest margin, which is calculated by annualizing FTE net interest income and then dividing by the average earning assets. Dec. 31, Sept. 30, June 30, March 31, Dec. 31, 2025 2025 2025 2025 2024 Net interest income $ 74,922 $ 73,770 $ 74,233 $ 72,987 $ 70,710 Taxable-equivalent adjustments 1,420 1,305 1,059 881 858 Net interest income (Fully Taxable-Equivalent - FTE) $ 76,342 $ 75,075 $ 75,292 $ 73,868 $ 71,568 Average interest-earning assets $ 7,363,743 $ 7,308,536 $ 7,248,238 $ 7,171,931 $ 7,273,770 Net interest margin (non-GAAP) 4.11% 4.08% 4.17% 4.18% 3.91%