Burke & Herbert Financial Services Corp. and Linkbancorp Inc., the parent company of Linkbank, 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 Dec. 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

"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," said David P. Boyle, Burke & Herbert Chair and 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," said Andrew Samuel, Link Chief Executive Officer

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.