Amendment: Burke & Herbert Financial Services Corp. filed SEC Form 8-K: Financial Statements and Exhibits
$BHRB
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 3)
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CURRENT REPORT
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EXPLANATORY NOTE
Effective on May 3, 2024 (the "Closing Date"), Burke & Herbert Financial Services Corp. ("Burke & Herbert"), a Virginia corporation, completed its previously announced merger with Summit Financial Group, Inc. ("Summit"), a West Virginia corporation, pursuant to the Agreement and Plan of Reorganization and accompanying Plan of Merger (the "Merger Agreement") dated August 24, 2023 between Burke & Herbert and Summit.
Pursuant to the Merger Agreement, on the Closing Date, (i) Summit merged with and into Burke & Herbert, with Burke & Herbert continuing as the surviving corporation (the “Merger”), and (ii) immediately following the Merger, Summit Community Bank, Inc., a West Virginia chartered bank and a wholly-owned subsidiary of Summit ("SCB"), merged with and into Burke & Herbert Bank & Trust Company, a Virginia chartered bank and a wholly-owned subsidiary of Burke & Herbert ("Burke & Herbert Bank"), with Burke & Herbert Bank as the surviving bank (the "Bank Merger").
On May 3, 2024, the Company filed a Current Report on Form 8-K, as amended by Amendment No. 1 thereto, reporting the completion of the Merger (the "Original Report"). On July 10, 2024, the Company filed Amendment No. 2 to the Original Report to provide certain pro forma financial information in connection with the merger ("Amendment No. 2"). This Amendment No. 3 to the Original Report ("Amendment No. 3") amends and supplements Item 9.01 of the Original Report to provide certain pro forma financial information in connection with the Merger. The pro forma financial information in this Amendment No. 3 replaces and supersedes the pro forma financial information filed with Amendment No. 2. Any information required to be set forth in the Original Report which is not being amended or supplemented pursuant to this Amendment No. 3 is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the Original Report and the Company has not updated any information contained therein to reflect the events that have occurred since the date of the Original Report. Accordingly, this Amendment No. 3 should be read in conjunction with the Original Report.
The pro forma financial information included in this Amendment No. 3 has been presented for informational purposes only and does not purport to represent the actual results that Burke & Herbert and Summit would have achieved had the companies been combined during the periods presented, and is not intended to project any future results of operations for the combined company.
Item 9.01 - Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
The audited consolidated financial statements of Summit as of and for the years ended December 31, 2023, and 2022, including the independent auditor's report, are filed herewith as Exhibit 99.1 and are incorporated by reference into this item 9.01(a). The unaudited consolidated balance sheets of Summit as of March 31, 2024, and the unaudited consolidated statements of operations and cash flows for the three months ended March 31, 2024, and 2023 are filed herewith as Exhibit 99.2 and are incorporated by reference into this item 9.01(a).
(b) Pro Forma financial information
The unaudited pro forma condensed consolidated combined financial information as of and for the three months ended March 31, 2024, and for the year ended December 31, 2023, is filed herewith as Exhibit 99.3 and is incorporated by reference into this item 9.01(b).
(c) Shell company transactions. None.
(d) Exhibits.
| Exhibit No. | Description | |||||||
99.1 | ||||||||
99.2 | Unaudited consolidated balance sheets of Summit as of March 31, 2024, and the unaudited consolidated statements of operations and cash flows for the three months ended March 31, 2024, and 2023 (incorporated by reference to the Quarterly report on Form 10-Q for the quarterly period ended March 31, 2024, filed by Summit on May 2, 2024 (File No. 000-16587)) | |||||||
99.3* | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
*Filed herewith
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 11th day of July, 2024.
| Burke & Herbert Financial Services Corp. | |||||
By: | /s/ Roy E. Halyama | ||||
Name: | Roy E. Halyama | ||||
Title: | Executive Vice President, CFO | ||||