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Burke & Herbert (BHRB) COO receives stock, options and warrants in merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. EVP and Chief Operating Officer Carl D. Lundblad reported equity awards tied to the merger of LINKBANCORP, Inc. into Burke & Herbert effective May 1, 2026. Each LNKB share was converted into the right to receive 0.1350 shares of Burke & Herbert common stock.

Lundblad acquired 10,485 shares of common stock held directly and 1,710 shares held indirectly through an IRA. He also received warrants for 8,100 underlying common shares and stock options for 4,050 underlying common shares, both with a $74.0800 exercise price and expirations in 2029.

Positive

  • None.

Negative

  • None.
Insider LUNDBLAD CARL D
Role EVP, Chief Operating Officer
Type Security Shares Price Value
Grant/Award Stock Options 4,050 $0.00 --
Grant/Award Warrants 8,100 $0.00 --
Grant/Award Common Stock 10,485 $0.00 --
Grant/Award Common Stock 1,710 $0.00 --
Holdings After Transaction: Stock Options — 4,050 shares (Direct, null); Warrants — 8,100 shares (Direct, null); Common Stock — 10,485 shares (Direct, null); Common Stock — 1,710 shares (Indirect, By IRA)
Footnotes (1)
  1. Pursuant to the Agreement and Plan of Merger dated December 18, 2025 (the "Merger Agreement") by and between LINKBANCORP, Inc. ("LNKB") and BHRB, effective May 1, 2026 (the "Closing Date") LNKB merged into BHRB (the "merger") with BHRB surviving. Pursuant to the Merger Agreement, each of the Reporting Person's 77,674 directly held shares of LNKB common stock outstanding at the Closing Date was converted into the right to receive 0.1350 shares of BHRB common stock, with cash to be received in lieu of fractional shares. Pursuant to the Merger Agreement, each of the Reporting Person's 12,671 indirectly held shares of LNKB common stock outstanding at the Closing Date was converted into the right to receive 0.1350 shares of BHRB common stock, with cash to be received in lieu of fractional shares. Pursuant to the Merger Agreement by and between LNKB and BHRB, effective as of the Closing Date, each of the Reporting Person's LNKB options outstanding at the Closing Date were converted into the right to receive an option of Burke & Herbert, subject to the same terms and conditions as applied to the corresponding LNKB Option immediately prior to the Closing Date, as adjusted pursuant to the Merger Agreement. Pursuant to the Merger Agreement by and between LNKB and BHRB, effective as of the Closing Date, each of the Reporting Person's LNKB warrants outstanding at the Closing Date were converted into the right to receive a warrant of Burke & Herbert, subject to the same terms and conditions as applied to the corresponding LNKB Warrant immediately prior to the Closing Date, as adjusted pursuant to the Merger Agreement.
Direct common shares acquired 10,485 shares Common Stock grant/award on May 1, 2026
Indirect common shares via IRA 1,710 shares Common Stock held indirectly by IRA on May 1, 2026
Warrants granted 8,100 warrants Warrants for underlying common stock, exercise price $74.0800
Stock options granted 4,050 options Stock options for underlying common stock, exercise price $74.0800
Derivative exercise price $74.0800 per share Exercise price for both options and warrants
Warrant expiration January 3, 2029 Expiration date of the 8,100 warrants
Stock option expiration June 14, 2029 Expiration date of the 4,050 stock options
LNKB direct shares converted 77,674 shares Direct LNKB common shares converted at 0.1350 ratio
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger dated December 18, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
warrants financial
"each of the Reporting Person's LNKB warrants outstanding at the Closing Date were converted"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
stock options financial
"each of the Reporting Person's LNKB options outstanding at the Closing Date were converted"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
indirectly held shares financial
"each of the Reporting Person's 12,671 indirectly held shares of LNKB common stock"
IRA financial
"nature_of_ownership": "By IRA""
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
closing date regulatory
"LNKB common stock outstanding at the Closing Date was converted"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LUNDBLAD CARL D

(Last)(First)(Middle)
100 SOUTH FAIRFAX STREET

(Street)
ALEXANDRIA VIRGINIA 22314

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Burke & Herbert Financial Services Corp. [ BHRB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026A10,485(1)A(1)10,485D
Common Stock05/01/2026A1,710(2)A(2)1,710IBy IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options$74.08(3)05/01/2026(3)A4,050(3)06/14/2020(3)06/14/2029(3)Common Stock4,050(3)(3)4,050(3)D
Warrants$74.08(4)05/01/2026(4)A8,100(4)01/03/2019(4)01/03/2029(4)Common Stock8,100(4)(4)8,100(4)D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger dated December 18, 2025 (the "Merger Agreement") by and between LINKBANCORP, Inc. ("LNKB") and BHRB, effective May 1, 2026 (the "Closing Date") LNKB merged into BHRB (the "merger") with BHRB surviving. Pursuant to the Merger Agreement, each of the Reporting Person's 77,674 directly held shares of LNKB common stock outstanding at the Closing Date was converted into the right to receive 0.1350 shares of BHRB common stock, with cash to be received in lieu of fractional shares.
2. Pursuant to the Merger Agreement, each of the Reporting Person's 12,671 indirectly held shares of LNKB common stock outstanding at the Closing Date was converted into the right to receive 0.1350 shares of BHRB common stock, with cash to be received in lieu of fractional shares.
3. Pursuant to the Merger Agreement by and between LNKB and BHRB, effective as of the Closing Date, each of the Reporting Person's LNKB options outstanding at the Closing Date were converted into the right to receive an option of Burke & Herbert, subject to the same terms and conditions as applied to the corresponding LNKB Option immediately prior to the Closing Date, as adjusted pursuant to the Merger Agreement.
4. Pursuant to the Merger Agreement by and between LNKB and BHRB, effective as of the Closing Date, each of the Reporting Person's LNKB warrants outstanding at the Closing Date were converted into the right to receive a warrant of Burke & Herbert, subject to the same terms and conditions as applied to the corresponding LNKB Warrant immediately prior to the Closing Date, as adjusted pursuant to the Merger Agreement.
Remarks:
/s/ Matthew Rucker, as Attorney-in-Fact for Carl D. Lundblad05/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did BHRB EVP Carl D. Lundblad report?

Carl D. Lundblad reported acquiring Burke & Herbert equity awards in connection with the LINKBANCORP merger. He received 10,485 common shares directly, 1,710 shares indirectly via an IRA, 8,100 warrants, and 4,050 stock options, all recorded as grant or award acquisitions at no cash price per share.

How did the LINKBANCORP merger affect Carl D. Lundblad’s holdings?

The merger converted Lundblad’s LINKBANCORP holdings into Burke & Herbert instruments. His 77,674 directly held LNKB shares and 12,671 indirectly held LNKB shares became rights to receive Burke & Herbert common stock at a 0.1350 exchange ratio, with cash paid instead of any resulting fractional shares.

What warrants and stock options did Carl D. Lundblad receive at BHRB?

Lundblad received warrants for 8,100 Burke & Herbert common shares and stock options for 4,050 shares. Both derivative awards carry a $74.0800 exercise price, with the warrants expiring on January 3, 2029 and the stock options expiring on June 14, 2029, continuing prior LNKB terms.

Were Carl D. Lundblad’s BHRB awards open-market purchases or compensation grants?

The awards are classified as grants or other acquisitions, not open-market purchases. All transactions use code A and are described as grant, award, or other acquisition, reflecting equity received through the merger’s conversion mechanics rather than discretionary buying or selling in the market.

How many BHRB common shares does Carl D. Lundblad hold after these transactions?

After the reported transactions, Lundblad holds 10,485 Burke & Herbert common shares directly and 1,710 shares indirectly via an IRA. These positions stem from converting his prior LINKBANCORP shareholdings under the merger agreement’s 0.1350 exchange ratio effective on the May 1, 2026 closing date.

What is the significance of the 0.1350 exchange ratio for BHRB and LNKB holders?

The 0.1350 exchange ratio defines how many Burke & Herbert shares LNKB shareholders receive. Each LNKB common share outstanding at the closing date was converted into the right to receive 0.1350 Burke & Herbert common shares, with any fractional share amounts settled in cash rather than stock.