Item 1. Financial Statements
Item 1. Financial Statements
Burke & Herbert Financial Services Corp. Consolidated Financial Statements:
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Consolidated Balance Sheets as of June 30, 202 6 (Unaudited), and December 31, 202 5
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Consolidated Statements of Income for the Three and Six Months Ended June 30, 202 6 , and June 30, 202 5 (Unaudited)
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Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 202 6 , and June 30, 202 5 (Unaudited)
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Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 202 6 , and June 30, 202 5 (Unaudited)
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Consolidated Statements of Cash Flows for the Six Months Ended June 30, 202 6 , and June 30, 202 5 (Unaudited)
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Notes to the Consolidated Financial Statements (Unaudited)
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Burke & Herbert Financial Services Corp.
Consolidated Balance Sheets
(In thousands, except share and per share data)
June 30, 2026
(Unaudited)
December 31, 2025
(Audited)
Assets
Cash and due from banks $ 116,443 $ 53,497
Interest-earning deposits with banks 50,710 235,630
Cash and cash equivalents 167,153 289,127
Securities available-for-sale, at fair value 1,963,038 1,615,954
Restricted stock, at cost 56,850 42,187
Loans held-for-sale 2,074 365
Loans 7,999,765 5,387,676
Allowance for credit losses ( 94,470 ) ( 67,823 )
Net loans 7,905,295 5,319,853
Other real estate owned 2,934 2,689
Premises and equipment, net 150,698 136,809
Accrued interest receivable 50,007 35,442
Intangible assets 80,754 41,747
Goodwill 118,345 34,149
Company-owned life insurance 269,046 213,200
Other assets 225,106 189,104
Total Assets
$ 10,991,300 $ 7,920,626
Liabilities and Shareholders’ Equity
Liabilities
Non-interest-bearing deposits $ 2,058,076 $ 1,336,380
Interest-bearing deposits 6,910,006 5,067,561
Total deposits 8,968,082 6,403,941
Short-term borrowings 525,000 450,000
Subordinated debentures, net 134,789 70,222
Subordinated debentures owed to unconsolidated subsidiary trusts 17,394 17,268
Accrued interest and other liabilities 143,856 124,546
Total Liabilities
9,789,121 7,065,977
Commitments and contingent liabilities (see Note 10)
Shareholders’ Equity
Preferred stock and related surplus, $ 1.00 par value per share; 2,000,000 shares authorized; 1,500 shares issued and outstanding at June 30, 2026; 1,500 shares issued and outstanding at December 31, 2025
10,413 10,413
Common Stock 10,368 7,800
$ 0.50 par value; 40,000,000 shares authorized, 20,736,461 shares issued and 20,165,171 shares outstanding at June 30, 2026; 40,000,000 shares authorized, 15,599,814 shares issued and 15,028,524 shares outstanding at December 31, 2025
Common stock, additional paid-in capital 734,764 405,922
Retained earnings 533,855 517,058
Accumulated other comprehensive income (loss) ( 59,637 ) ( 58,960 )
Treasury stock ( 27,584 ) ( 27,584 )
571,290 shares, at cost, at June 30, 2026, and 571,290 shares, at cost, at December 31, 2025
Total Shareholders’ Equity
1,202,179 854,649
Total Liabilities and Shareholders’ Equity
$ 10,991,300 $ 7,920,626
See Notes to Consolidated Financial Statements.
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Burke & Herbert Financial Services Corp.
Consolidated Statements of Income
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Interest income
Taxable loans, including fees $ 116,770 $ 96,803 $ 204,853 $ 193,834
Tax-exempt loans, including fees 55 43 95 89
Taxable securities 11,329 9,303 21,087 18,790
Tax-exempt securities 7,605 3,939 13,687 7,206
Other interest income 1,228 1,770 2,721 2,725
Total interest income 136,987 111,858 242,443 222,644
Interest expense
Deposits 35,018 30,431 61,738 62,282
Short-term borrowings 5,897 4,438 10,487 7,630
Subordinated debt 2,990 2,730 5,259 5,459
Other interest expense 40 26 74 53
Total interest expense 43,945 37,625 77,558 75,424
Net interest income
93,042 74,233 164,885 147,220
Credit loss expense (recapture) - loans and available-for-sale securities ( 833 ) 717 ( 620 ) 1,617
Credit loss expense (recapture) - off-balance sheet credit exposures
2,212 ( 93 ) 2,011 ( 492 )
Total provision for credit losses
1,379 624 1,391 1,125
Net interest income after credit loss expense 91,663 73,609 163,494 146,095
Non-interest income
Fiduciary and wealth management 3,100 2,425 6,327 4,868
Service charges and fees 2,286 2,130 4,141 4,308
Net (loss) gain on securities ( 1,868 ) 38 ( 69 ) 39
Income from company-owned life insurance 3,207 2,982 4,686 4,175
Bank debit and other card revenue 3,421 3,024 6,256 5,908
Other non-interest income 3,703 2,278 5,361 3,602
Total non-interest income 13,849 12,877 26,702 22,900
Non-interest expense
Salaries and wages 41,378 21,320 62,791 42,261
Pensions and other employee benefits 5,787 4,067 11,157 9,203
Occupancy 6,654 3,521 10,681 7,566
Equipment rentals, depreciation and maintenance 6,934 4,100 11,122 8,184
Core deposit intangible amortization 5,530 3,888 9,214 8,186
ATM, card and network expense 1,389 1,314 2,523 2,446
FDIC and other regulatory assessments 1,576 1,088 2,716 2,002
Other operating 24,258 10,007 34,683 19,121
Total non-interest expense 93,506 49,305 144,887 98,969
Income before income taxes 12,006 37,181 45,309 70,026
Income tax expense 2,524 7,284 8,478 12,928
Net income 9,482 29,897 36,831 57,098
Preferred stock dividends 225 225 450 450
Net income applicable to common shares $ 9,257 $ 29,672 $ 36,381 $ 56,648
Earnings per common share:
Basic $ 0.50 $ 1.98 $ 2.17 $ 3.78
Diluted 0.50 1.97 2.16 3.77
See Notes to Consolidated Financial Statements.
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Burke & Herbert Financial Services Corp.
Consolidated Statements of Comprehensive Income
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income $ 9,482 $ 29,897 $ 36,831 $ 57,098
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities:
Unrealized gain (loss) arising during period, net of tax of ($ 2,374 ) and ($ 43 ) for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of $ 559 and ($ 2,560 ) for the six months ended June 30, 2026, and June 30, 2025, respectively
7,998 145 ( 1,884 ) 8,571
Reclassification adjustment for loss (gain) on securities, net of tax of ($ 427 ) and $ 9 for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of ($ 16 ) and $ 9 for the six months ended June 30, 2026, and June 30, 2025, respectively
1,440 ( 29 ) 53 ( 30 )
Reclassification adjustment for loss (gain) on fair value hedge, net of tax of $ 156 and $ 9 for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of $ 166 and $ 19 for the six months ended June 30, 2026, and June 30, 2025, respectively
( 527 ) ( 31 ) ( 558 ) ( 62 )
Defined benefit pension plans:
Changes in pension plan benefits, net of tax of $ 17 and $ 8 for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of $ 17 and $ 8 for the six months ended June 30, 2026, and June 30, 2025, respectively
( 58 ) ( 26 ) ( 58 ) ( 26 )
Unrealized gain (loss) on cash flow hedge:
Unrealized holding gain (loss) on cash flow hedge, net of tax of ($ 218 ) and ($ 202 ) for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of ($ 600 ) and ($ 91 ) for the six months ended June 30, 2026, and June 30, 2025, respectively
735 675 2,020 305
Reclassification adjustment for losses (gains) included in net income, net of tax $ 66 and $ 168 for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of $ 74 and $ 266 for the six months ended June 30, 2026, and June 30, 2025, respectively
( 223 ) ( 564 ) ( 250 ) ( 892 )
Total other comprehensive income (loss) 9,365 170 ( 677 ) 7,866
Comprehensive income (loss)
$ 18,847 $ 30,067 $ 36,154 $ 64,964
See Notes to Consolidated Financial Statements.
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Burke & Herbert Financial Services Corp.
Consolidated Statements of Changes in Shareholders’ Equity
For the Three Months Ended June 30, 2026, and 2025
(In thousands, except share and per share data)
(Unaudited)
Preferred Stock and Surplus Common Stock Retained
Earnings Accumulated Other Comprehensive
Income (Loss) Treasury
Stock Shareholders’
Equity
Shares Outstanding Amount Additional Paid-in
Capital
Balance March 31, 2026 $ 10,413 15,045,941 $ 7,809 $ 407,070 $ 535,798 $ ( 69,002 ) $ ( 27,584 ) $ 864,504
Acquisition of LINKBANCORP, Inc. — 5,082,605 2,541 327,297 — — — 329,838
Net income — — — — 9,482 — — 9,482
Other comprehensive income (loss) — — — — — 9,365 — 9,365
(Purchase) sale of treasury stock, net — — — — — — — —
Common stock cash dividends, declared — — — — ( 11,085 ) — — ( 11,085 )
Preferred stock cash dividends, declared — — — — ( 225 ) — — ( 225 )
Share-based compensation expense, net — 36,625 18 397 ( 115 ) — — 300
Balance June 30, 2026 $ 10,413 20,165,171 $ 10,368 $ 734,764 $ 533,855 $ ( 59,637 ) $ ( 27,584 ) $ 1,202,179
Balance March 31, 2025 $ 10,413 14,982,807 $ 7,777 $ 402,682 $ 452,736 $ ( 88,024 ) $ ( 27,584 ) $ 758,000
Net income — — — — 29,897 — — 29,897
Other comprehensive income (loss) — — — — — 170 — 170
(Purchase) sale of treasury stock, net — — — — — — — —
Common stock cash dividends, declared — — — — ( 8,254 ) — — ( 8,254 )
Preferred stock cash dividends, declared — — — — ( 225 ) — — ( 225 )
Share-based compensation expense, net — 24,905 13 552 ( 135 ) — — 430
Balance June 30, 2025 $ 10,413 15,007,712 $ 7,790 $ 403,234 $ 474,019 $ ( 87,854 ) $ ( 27,584 ) $ 780,018
See Notes to Consolidated Financial Statements.
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Burke & Herbert Financial Services Corp.
Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended June 30, 2026, and 2025
(In thousands, except share and per share data)
(Unaudited)
Preferred Stock and Surplus Common Stock Retained
Earnings Accumulated Other Comprehensive
Income (Loss) Treasury
Stock Shareholders’
Equity
Shares Outstanding Amount Additional Paid-in
Capital
Balance December 31, 2025 $ 10,413 15,028,524 $ 7,800 $ 405,922 $ 517,058 $ ( 58,960 ) $ ( 27,584 ) $ 854,649
Acquisition of LINKBANCORP, Inc. — 5,082,605 2,541 327,297 — — — 329,838
Net income — — — — 36,831 — — 36,831
Other comprehensive income (loss) — — — — — ( 677 ) — ( 677 )
(Purchase) sale of treasury stock, net — — — — — — — —
Common stock cash dividends, declared — — — — ( 19,356 ) — — ( 19,356 )
Preferred stock cash dividends, declared — — — — ( 450 ) — — ( 450 )
Share-based compensation expense, net — 54,042 27 1,545 ( 228 ) — — 1,344
Balance June 30, 2026 $ 10,413 20,165,171 $ 10,368 $ 734,764 $ 533,855 $ ( 59,637 ) $ ( 27,584 ) $ 1,202,179
Balance December 31, 2024 $ 10,413 14,969,104 $ 7,770 $ 401,172 $ 434,106 $ ( 95,720 ) $ ( 27,584 ) $ 730,157
Net income — — — — 57,098 — — 57,098
Other comprehensive income (loss) — — — — — 7,866 — 7,866
(Purchase) sale of treasury stock, net — — — — — — — —
Common stock cash dividends, declared — — — — ( 16,491 ) — — ( 16,491 )
Preferred stock cash dividends, declared — — — — ( 450 ) — — ( 450 )
Share-based compensation expense, net — 38,608 20 2,062 ( 244 ) — — 1,838
Balance June 30, 2025 $ 10,413 15,007,712 $ 7,790 $ 403,234 $ 474,019 $ ( 87,854 ) $ ( 27,584 ) $ 780,018
See Notes to Consolidated Financial Statements.
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Burke & Herbert Financial Services Corp.
Consolidated Statements of Cash Flows
(In thousands, except share and per share data)
(Unaudited)
Six Months Ended June 30,
2026 2025
Cash Flows from Operating Activities
Net Income $ 36,831 $ 57,098
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets 3,991 3,391
Amortization of other intangible assets 9,815 8,297
Amortization on assumed liabilities 2,862 3,599
Accretion income related to acquired loans ( 16,104 ) ( 22,979 )
Amortization of housing tax credits 3,061 3,567
Realized (gain) loss on sales of available-for-sale securities 69 ( 39 )
Realized loss on sales of OREO property — 2
Provision for credit losses 1,391 1,125
Income from company-owned life insurance ( 4,686 ) ( 4,175 )
Deferred tax expense (benefit) ( 11,812 ) 11,351
Loss on disposal of fixed assets 2,229 86
Accretion of securities ( 3,638 ) ( 2,183 )
Amortization of securities 5,275 4,849
Share-based compensation expense 4,238 2,470
Repayment of operating lease liabilities ( 1,620 ) ( 1,267 )
(Gain) on loans held-for-sale ( 141 ) ( 184 )
Proceeds from sale of loans held-for-sale 12,209 14,479
Change in fair value of loans held-for-sale — —
Originations of loans held-for-sale ( 13,777 ) ( 13,475 )
(Increase) in accrued interest receivable ( 3,846 ) ( 999 )
(Increase) in other assets ( 20,213 ) ( 55,847 )
Increase in accrued interest payable and other liabilities 20,681 28,522
Net cash flows provided by operating activities $ 26,815 $ 37,688
Cash Flows from Investing Activities
Proceeds from maturities, prepayments, and calls of securities available-for-sale, net 59,418 107,736
Proceeds from sale of securities available-for-sale, net 299,014 963
Purchases of securities available-for-sale, net ( 438,492 ) ( 193,692 )
Business acquisitions, net 73,275 —
Sales of restricted stock 10,850 29,069
Purchases of restricted stock ( 13,018 ) ( 37,699 )
Purchases of property and equipment, net of disposals ( 4,065 ) ( 5,204 )
Proceeds from company-owned life insurance 3,138 4,827
Proceeds from sale of OREO property 172 161
(Increase) decrease in loans made to customers, net ( 21,148 ) 102,851
Net cash flows provided by (used in) investing activities $ ( 30,856 ) $ 9,012
Cash Flows from Financing Activities
Net increase (decrease) in non-interest-bearing accounts 91,696 ( 16,323 )
Net (decrease) in interest-bearing accounts ( 90,098 ) ( 108,980 )
Net increase (decrease) in other short-term borrowings ( 100,000 ) 285,000
Payment for call of subordinated debt
— —
Repayment of finance lease liabilities ( 162 ) ( 113 )
Cash dividends paid ( 19,806 ) ( 16,941 )
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Burke & Herbert Financial Services Corp.
Consolidated Statements of Cash Flows
(In thousands, except share and per share data)
(Unaudited)
Proceeds from employee stock purchase program 410 354
Issuance of common stock 27 135
Sale of treasury stock — —
Net cash flows provided by (used in) financing activities $ ( 117,933 ) $ 143,132
Increase (decrease) in cash and cash equivalents ( 121,974 ) 189,832
Cash and cash equivalents
Beginning of period 289,127 135,314
End of period $ 167,153 $ 325,146
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest paid to depositors $ 61,297 $ 63,801
Interest paid on short-term borrowings 9,266 8,781
Interest paid on subordinated debt and trust preferred securities 2,644 2,652
Interest paid on finance leases 74 53
Income taxes 1,071 5,293
Change in unrealized gains on available-for-sale securities ( 2,375 ) 7,876
Lease liability arising from obtaining right-of-use assets 1,012 —
Loans transferred to other real estate owned 417 117
Common stock issued for LNKB Merger, net 329,838 —
Preferred stock issued for LNKB Merger, net — —
See Notes to Consolidated Financial Statements.
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Notes to Consolidated Financial Statements
Note 1— Nature of Business Activities and Significant Accounting Policies
Nature of operations
The consolidated financial statements include Burke & Herbert Financial Services Corp. (“Burke & Herbert”) and its wholly-owned subsidiary Burke & Herbert Bank & Trust Company (“the Bank”), together referred to as “the Company” for purposes of the Notes to the Financial Statements.
Burke & Herbert Financial Services Corp. was organized as a Virginia corporation in 2022 to serve as the holding company for the Bank. Burke & Herbert became a bank holding company when it commenced operations on October 1, 2022, following a reorganization transaction in which it acquired control of the Bank under the Bank Holding Company Act of 1956 (“BHCA”). This transaction was treated as an internal reorganization as all shareholders of the Bank became shareholders of Burke & Herbert. Burke & Herbert has no material operations other than owning the Bank. In September 2023, Burke & Herbert elected to become a financial holding company under the BHCA. As a financial holding company of a Virginia state bank, the Company is subject to regulation, supervision, and examination by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “Virginia BFI”). The Bank is a Virginia chartered commercial bank that commenced operations in 1852. The Bank became a member of the Federal Reserve System on December 31, 2024. The Bank is subject to regulation, supervision, and examination by the Federal Reserve (through the Federal Reserve Bank of Richmond) and the Virginia BFI.
The Bank’s operations are conducted from it’s over 105 branches and commercial loan offices across Delaware, Kentucky, Maryland, Virginia, West Virginia, and Pennsylvania. The Company’s branch locations accept business and consumer deposits from a diverse customer base. The Company’s deposit products include checking, savings, and term certificate accounts. The Company’s loan portfolio includes commercial and consumer loans, a substantial portion of which are secured by real estate.
Merger with LINKBANCORP, Inc.
Effective on May 1, 2026 (the “Closing Date”) Burke & Herbert completed its previously announced merger with LINKBANCORP, Inc., a Pennsylvania corporation (“LNKB”), pursuant to the Agreement and Plan of Merger dated, December 18, 2025, between Burke & Herbert and LNKB (the “LNKB Merger Agreement”).
Pursuant to the LNKB Merger Agreement, on the Closing Date, (i) LNKB merged with and into Burke & Herbert, with Burke & Herbert continuing as the surviving corporation (the “LNKB Merger”), and (ii) immediately following the LNKB Merger, LINKBANK, a Pennsylvania chartered commercial bank and a wholly-owned subsidiary of LNKB (“Link”), merged with and into the Bank with the Bank as the surviving bank.
Pursuant to the LNKB Merger Agreement, at the effective time of the LNKB Merger (the “Effective Time”), each LNKB share of common stock, par value $ 0.01 per share (“LNKB Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by Burke & Herbert and LNKB, was converted into the right to receive 0.1350 shares of Burke & Herbert common stock. Holders of LNKB Common Stock received cash in lieu of fractional shares of Burke & Herbert common stock in accordance with the terms of the LNKB Merger Agreement. The total aggregate consideration payable in the LNKB Merger was approximately 5,082,605 shares of Burke & Herbert common stock.
Basis of Presentation
The accompanying consolidated financial statements include Burke & Herbert Financial Services Corp. and its wholly owned subsidiary Burke & Herbert Bank & Trust Company and have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and with applicable quarterly reporting regulations of the U.S. Securities and Exchange Commission (“SEC”). The accounting and reporting policies of the Company conform to GAAP and reflect practices of the banking industry. They do not include all of the information and notes required by GAAP for complete financial statements. As such, these unaudited financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2026.
The consolidated financial statements include the accounts of the Company and the Bank (as its wholly-owned subsidiary). All significant intercompany accounts and transactions between the Company and the Bank have been eliminated. In
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Note 1— Nature of Business Activities and Significant Accounting Policies (continued)
preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
In the opinion of management, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of operations in these financial statements, have been made. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for any other interim period or for the full year. All December 31, 2025, amounts and disclosures included in this quarterly report were derived from the Company’s audited consolidated financial statements. Certain items in the prior period have been reclassified to conform to the current presentation. These reclassifications had no effect on prior year net income or on shareholders’ equity.
Newly issued not yet adopted accounting standards
In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Reporting Comprehensive Income—Expense Disaggregation Disclosures. This ASU seeks to improve the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. This ASU is not expected to have a material impact on our consolidated financial statements.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . This ASU incorporates certain amendments to SEC disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of the related disclosure requirement becomes effective. For all other entities, the effective date will be two years after the date of such removal. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. We do not expect the adoption of ASU 2023-06 to have a material impact on our consolidated financial statements.
Recently Adopted Standards
In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans. This ASU amends the accounting for certain acquired loans by expanding the use of the “gross‑up” approach under the CECL model to include purchased seasoned loans. Under this approach, the allowance for expected credit losses is recognized at the acquisition date as an adjustment to the loan’s amortized cost basis, rather than through a provision for credit losses, thereby eliminating a “day‑one” credit loss expense for loans within the scope of the guidance. The amendments do not change the accounting for purchased credit‑deteriorated loans, originated loans, credit card loans, or debt securities. The amendments in this update are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, and are to be applied on a prospective basis. Early adoption is permitted. As permitted, the Company has elected to early adopt the amended guidance on January 1, 2026 on a prospective basis. The Company expects that substantially all the loans acquired in the LNKB Merger will be considered seasoned.
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Note 2— Securities
The carrying amount of available-for-sale (“AFS”) securities and their approximate fair values at June 30, 2026, and December 31, 2025, are summarized as follows (in thousands):
June 30, 2026
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Securities Available-for-Sale
U.S. Treasuries and government agencies $ 158,373 $ — $ 9,427 $ 148,946
Obligations of states and municipalities 1,157,655 7,952 57,839 1,107,768
Residential mortgage backed - agency 86,719 302 3,033 83,988
Residential mortgage backed - non-agency 380,791 635 8,893 372,533
Commercial mortgage backed - agency 73,742 22 1,026 72,738
Commercial mortgage backed - non-agency 95,248 95 1,996 93,347
Asset-backed 47,486 95 564 47,017
Other 37,262 373 934 36,701
Total $ 2,037,276 $ 9,474 $ 83,712 $ 1,963,038
December 31, 2025
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
Securities Available-for-Sale
U.S. Treasuries and government agencies $ 159,088 $ — $ 8,964 $ 150,124
Obligations of states and municipalities 977,104 5,414 59,944 922,574
Residential mortgage backed - agency 57,731 464 2,810 55,385
Residential mortgage backed - non-agency 221,443 1,860 5,211 218,092
Commercial mortgage backed - agency 74,253 250 607 73,896
Commercial mortgage backed - non-agency 112,082 584 1,557 111,109
Asset-backed 53,954 89 577 53,466
Other 32,162 158 1,012 31,308
Total $ 1,687,817 $ 8,819 $ 80,682 $ 1,615,954
At June 30, 2026, and December 31, 2025, AFS securities with amortized costs of $ 1.5 billion and $ 1.1 billion, respectively, and with estimated fair values of $ 1.4 billion and $ 1.1 billion, respectively, were pledged to serve as collateral for secured borrowings, derivative exposures, or to secure public deposits as required or permitted by law.
The proceeds from sales, calls, and maturities of debt securities available-for-sale, including principal payments received, and the related gross gains and losses realized, for the six months ended June 30, 2026, and June 30, 2025, were as follows (in thousands):
Proceeds from Gross realized
Six Months Ended June 30, Sales Calls and maturities Principal Payments Gains Losses
2026 $ 299,014 $ 11,425 $ 47,993 $ 2,210 $ 2,279
2025 963 25,281 82,455 45 6
The tax benefit (provision) related to these net realized gains and losses for June 30, 2026, and June 30, 2025, was $ 15.8 thousand, and ($ 8.2 ) thousand, respectively.
The maturities of AFS securities at June 30, 2026, were as follows (in thousands): (Expected maturities of securities not due at a single maturity date are based on average life at estimated prepayment speed. Expected maturities may differ from contractual maturities because borrowers have the right to call or prepay some obligations with or without call or prepayment penalties).
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Note 2— Securities (continued)
June 30, 2026
Amortized Cost
One Year or Less One to Five Years Five to Ten Years After Ten Years Total
Securities Available-for-Sale
U.S. Treasuries and government agencies $ — $ 158,373 $ — $ — $ 158,373
Obligations of states and municipalities 6,303 324,909 607,699 218,744 1,157,655
Residential mortgage backed - agency 847 41,580 28,937 15,355 86,719
Residential mortgage backed - non-agency 3,127 88,562 265,209 23,893 380,791
Commercial mortgage backed - agency 1,083 24,509 48,150 — 73,742
Commercial mortgage backed - non-agency 6,084 58,963 30,201 — 95,248
Asset-backed 2,047 31,093 14,346 — 47,486
Other — 4,824 23,305 9,133 37,262
Total $ 19,491 $ 732,813 $ 1,017,847 $ 267,125 $ 2,037,276
June 30, 2026
Fair Value
One Year or Less One to Five Years Five to Ten Years After Ten Years Total
Securities Available-for-Sale
U.S. Treasuries and government agencies $ — $ 148,946 $ — $ — $ 148,946
Obligations of states and municipalities 6,301 312,390 585,361 203,716 1,107,768
Residential mortgage backed - agency 846 41,537 26,031 15,574 83,988
Residential mortgage backed - non-agency 3,118 85,033 260,621 23,761 372,533
Commercial mortgage backed - agency 1,031 24,247 47,460 — 72,738
Commercial mortgage backed - non-agency 6,031 57,447 29,869 — 93,347
Asset-backed 2,040 30,788 14,189 — 47,017
Other — 4,837 22,913 8,951 36,701
Total $ 19,367 $ 705,225 $ 986,444 $ 252,002 $ 1,963,038
At June 30, 2026, and December 31, 2025, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in any amount greater than 10% of shareholders’ equity.
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Note 2— Securities (continued)
The following table shows the gross unrealized losses and fair value of the Company’s securities with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2026, and December 31, 2025.
AFS securities in a continuous unrealized loss position for less than twelve months and more than twelve months are as follows (in thousands):
June 30, 2026
Less Than Twelve Months More Than Twelve Months
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Total Unrealized Losses
Securities Available-for-Sale
U.S. Treasuries and government agencies $ — $ — $ 148,946 $ 9,427 $ 9,427
Obligations of states and municipalities 97,878 910 497,891 56,929 57,839
Residential mortgage backed - agency 28,677 222 18,107 2,811 3,033
Residential mortgage backed - non-agency 198,806 3,887 78,485 5,006 8,893
Commercial mortgage backed - agency 46,670 697 24,748 329 1,026
Commercial mortgage backed - non-agency 42,763 501 20,873 1,495 1,996
Asset-backed 8,247 29 24,162 535 564
Other — — 22,422 934 934
Total $ 423,041 $ 6,246 $ 835,634 $ 77,466 $ 83,712
December 31, 2025
Less Than Twelve Months More Than Twelve Months
Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Total Unrealized Losses
Securities Available-for-Sale
U.S. Treasuries and government agencies $ — $ — $ 150,124 $ 8,964 $ 8,964
Obligations of states and municipalities 134,143 1,852 513,623 58,092 59,944
Residential mortgage backed - agency 4,461 4 24,832 2,806 2,810
Residential mortgage backed - non-agency 11,545 17 85,750 5,194 5,211
Commercial mortgage backed - agency 14,987 93 26,032 514 607
Commercial mortgage backed - non-agency 29,730 131 30,175 1,426 1,557
Asset-backed 14,531 38 27,750 539 577
Other — — 22,288 1,012 1,012
Total $ 209,397 $ 2,135 $ 880,574 $ 78,547 $ 80,682
The Company is required to conduct an impairment evaluation on AFS securities to determine whether the Company has the intent to sell the security or it is more likely than not that it will be required to sell the security before recovery. If these situations apply, the guidance requires the Company to reduce the security’s amortized cost basis down to its fair value through earnings. The Company also evaluates the unrealized losses on AFS securities to determine if a security’s decline in fair value below its amortized cost basis is due to credit factors. The evaluation is based upon factors such as the creditworthiness of the underlying borrowers, performance of the underlying collateral, if applicable, and the level of credit support in the security structure. Management also evaluates other factors and circumstances that may be indicative of a decline in the fair value of the security due to a credit factor.
This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost, and near-term prospects of the issuer. If this assessment indicates that a credit loss exists, the present value of the expected cash flows of the security is compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost, an allowance for credit losses (“ACL”) is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis under the current expected credit loss (“CECL”) standard, and declines due to non-credit factors are recorded in accumulated
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Note 2— Securities (continued)
other comprehensive income (“AOCI”), net of taxes. If a credit loss is recognized in earnings, subsequent improvements to the expectation of collectability will be recognized through the ACL. If the fair value of the security increases above its amortized cost, the unrealized gain will be recorded in accumulated other comprehensive income, net of taxes, in the Consolidated Balance Sheets.
The Company did no t record an ACL on the AFS securities as of June 30, 2026, or December 31, 2025. The Company considers the unrealized losses on the AFS securities to be related to fluctuations in market conditions, primarily interest rates, and not reflective of deterioration in credit. The Company had 454 securities in an unrealized loss position as of June 30, 2026. The Company has evaluated AFS securities in an unrealized loss position for credit-related impairment at June 30, 2026, and concluded no impairment existed based on a combination of factors, which included: (1) the securities are of high credit quality, (2) unrealized losses are primarily the result of market volatility and increases in market interest rates, (3) the contractual terms of the investments do not permit the issuer(s) to settle the securities at a price less than the par value of each investment, (4) issuers continue to make timely principal and interest payments, and (5) the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis. As such, there was no ACL on AFS securities at June 30, 2026.
Securities of U.S. Treasury and Federal Agencies and Federal Agency Mortgage (Residential and Commercial) Backed Securities
At June 30, 2026, the unrealized losses associated with 10 U.S. Treasuries and Government Agency securities, 63 Residential Mortgage Backed – Agency securities, and 25 Commercial Mortgage Backed – Agency securities were generally driven by changes in interest rates and not due to credit losses given the explicit or implicit guarantees provided by the U.S. government. Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2026.
Securities of U.S. States and Municipalities
At June 30, 2026, the unrealized losses associated with 257 State and Municipal securities were primarily caused by changes in interest rates and not the credit quality of the securities. These securities are investment grade and were generally underwritten in accordance with our own investment standards prior to the decision to purchase, without relying on a bond insurer’s guarantee in making the investment decision. These securities will continue to be monitored as part of our ongoing impairment analysis but are expected to perform, even if the rating agencies reduce the credit rating of the bond insurers. As a result, we expect to recover the entire amortized cost basis of these securities. Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2026.
Residential & Commercial Mortgage Backed – Non-Agency Securities
At June 30, 2026, the unrealized losses associated with 67 Residential Mortgage Backed – Non-Agency securities and 8 Commercial Mortgage Backed – Non-Agency securities were generally driven by changes in interest rates, credit spreads, and projected collateral losses. We assess for credit impairment by estimating the present value of expected cash flows. The key assumptions for determining expected cash flows include default rates, loss severities, and/or prepayment rates. Based on our assessment of the expected credit losses and the credit enhancement level of the securities, we expect to recover the entire amortized cost of these securities. Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2026.
Asset-Backed Securities
At June 30, 2026, the unrealized losses associated with 17 Asset-Backed securities were generally driven by changes in interest rates, credit spreads, and projected collateral losses. We assess for credit impairment by estimating the present value of expected cash flows. The key assumptions for determining expected cash flows include default rates, loss severities, and/or prepayment rates. Based on our assessment of the expected credit losses and the credit enhancement level of the securities, we expect to recover the entire amortized cost of these securities. Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2026.
Other Securities
At June 30, 2026, the unrealized losses associated with 7 securities were primarily driven by interest rates and not the credit quality of the securities. These investments were underwritten in accordance with our own investment standards prior to the
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Note 2— Securities (continued)
decision to purchase, without relying on a bond insurer’s guarantee in making the investment decision. Based on our assessment of the expected credit losses, we expect to recover the entire amortized cost basis of the securities. Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2026.
Restricted stock, at cost
The Company’s investment in Federal Home Loan Bank (“FHLB”) stock totaled $ 31.9 million and $ 26.8 million at June 30, 2026, and December 31, 2025, respectively. The Company’s investment in Federal Reserve Bank stock totaled $ 24.0 million and $ 14.8 million at June 30, 2026, and December 31, 2025, respectively. FHLB and Federal Reserve stock are generally viewed as long-term investments and as restricted investment securities, which are carried at cost, because there is no market for the stocks other than member institutions. Therefore, when evaluating FHLB and Federal Reserve stock for impairment, their values are based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. The Company does not consider these investments to be impaired at June 30, 2026, and no impairment has been recognized. FHLB stock and Federal Reserve stock are included in a separate line item, restricted stock, at cost on the Consolidated Balance Sheets and are not part of the Company’s AFS securities portfolio.
The Company’s restricted stock line item on the Consolidated Balance Sheets also includes an investment in Community Bankers’ Bank, totaling $ 111 thousand at June 30, 2026, and $ 111 thousand at December 31, 2025, which is carried at cost and is not impaired at June 30, 2026. The Company also has other restricted investments including Independent Community Bancorp, Inc. and WV Bankers Title which are included in restricted stock on the Consolidated Balance Sheets as of June 30, 2026, and December 31, 2025.
Note 3— Loans
The Company’s loan portfolio segments, as reported in the tables below, include (i) commercial real estate, (ii) owner-occupied commercial real estate, (iii) acquisition, construction & development, (iv) commercial & industrial, (v) single family residential (1-4 units), and (vi) consumer non-real estate and other. The risks associated with lending activities differ among the various loan segments and are subject to the impact of changes in interest rates, market conditions of collateral securing the loans, and general economic conditions.
• Commercial real estate loans carry risk associated with either the net operating income generated from the lease of the real estate collateral or income generated from the sale of the collateral. Other risk factors include the credit-worthiness of the sponsor and the value of the collateral.
• Owner-occupied commercial real estate loans carry risk associated with the operations of the business that occupies the property and the value of the collateral.
• Acquisition, construction & development loans carry risk associated with the credit-worthiness of the borrower, project completion within budget including the potential impact of volatile construction costs, sale after completion, and the value of the collateral.
• Commercial & industrial loans carry the risk associated with the operations of the business and the value of the collateral, if any.
• Single family residential (1-4 units) loans for consumer purposes carry risk associated with the continued credit-worthiness of the borrower and the value of the collateral. Single family residential (1-4 units) loans for investment purpose carry risk associated with the continued credit-worthiness of the borrower, the value of the collateral, and either the net operating income generated from the lease of the real estate collateral or income generated from the sale of the collateral.
• Consumer non-real estate and other loans, which includes overdrafts, carry risk associated with the credit-worthiness of the borrower and the value of the collateral, if any.
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Note 3— Loans (continued)
Loan balances as of June 30, 2026, and December 31, 2025, by portfolio segment were as follows (in thousands):
June 30, 2026 December 31, 2025
Commercial real estate $ 3,898,387 $ 2,769,287
Owner-occupied commercial real estate 1,152,749 593,120
Acquisition, construction & development 452,638 386,870
Commercial & industrial 840,878 461,921
Single family residential (1-4 units) 1,605,524 1,127,684
Consumer non-real estate and other 49,589 48,794
Loans, gross 7,999,765 5,387,676
Allowance for credit losses ( 94,470 ) ( 67,823 )
Loans, net $ 7,905,295 $ 5,319,853
Net deferred loan fees included in the above loan categories totaled $ 7.3 million and $ 6.2 million at June 30, 2026, and December 31, 2025, respectively.
Note 4— Allowance for Credit Losses
The Company’s ACL is calculated quarterly, with any adjustment recorded to the provision for credit losses in the Consolidated Statement of Income. Management calculates the quantitative portion of collectively evaluated loans for all loan categories using the weighted average remaining maturity (“WARM”) method. For purposes of estimating the Company’s ACL, management generally evaluates collectively evaluated loans by federal call code in order to group loans with similar risk characteristics. During the quarter, management updated the calculation of expected loss rates for the ACL from an internally developed application to a third-party modeling platform. The input change had a net effect of reducing the modeled reserve by $ 2.4 million. As a result of this change, the largest reserve reductions occurred in the acquisition, construction & development category of $ 6.5 million, and the commercial real estate category of $ 2.5 million while the modeled reserve for the single family residential category increased by $ 3.5 million, and owner-occupied real estate increased by $ 3.8 million.
Loans that do not share similar risk characteristics are evaluated on an individual loan basis and are excluded from the collective evaluation for the ACL. Loans identified to be individually evaluated under CECL include loans on non-accrual status and may include accruing loans that do not share similar risk characteristics to other accruing loans that are collectively evaluated on a loan pool basis. A specific reserve analysis is applied to the individually evaluated loans, which considers collateral value, an observable market price, or the present value of the expected future cash flows. A specific reserve is assigned if the measured value of the loan using one of the before mentioned methods is less than the carrying value of the loan.
Based on management’s analysis, adjustments may be applied for additional factors impacting the risk of loss in the loan portfolio beyond the information that is used to calculate the quantitative reserve. Management may consider an additional or reduced reserve as warranted through qualitative risk factors based on the current and expected conditions as measured in supplemental information relative to the macroeconomic variable loss drivers used to calculate a reasonable and
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Note 4— Allowance for Credit Losses (continued)
supportable forecast and a reversion period forecast. These qualitative risk factors considered by management are largely comparable to legacy factors prior to the adoption of CECL.
The following tables present the activity in the ACL for the three and six months ended June 30, 2026, and for the three and six months ended June 30, 2025, including the impact of the allowance established for Purchased Seasoned Loans (“PSL”) and Purchased Credit Deteriorated (“PCD”) loans for the six months ended June 30, 2026, (in thousands).
Commercial real estate Owner-occupied commercial real estate Acquisition, construction & development Commercial & industrial Single family residential (1-4 units) Consumer non-real estate and other Total
Three months ended
June 30, 2026
Balance, beginning of period $ 27,001 $ 3,150 $ 16,773 $ 8,191 $ 11,928 $ 912 $ 67,955
Allowance established for acquired PSL loans 6,439 5,532 1,722 4,845 3,751 959 23,248
Allowance established for acquired PCD loans 770 745 788 544 2,390 22 5,259
Provision for (recapture of) credit losses 340 6,093 ( 12,069 ) 1,754 3,226 ( 177 ) ( 833 )
Charge-offs ( 100 ) — — ( 258 ) — ( 1,075 ) ( 1,433 )
Recoveries 7 1 1 14 42 209 274
Balance, end of period $ 34,457 $ 15,521 $ 7,215 $ 15,090 $ 21,337 $ 850 $ 94,470
June 30, 2025
Balance, beginning of period $ 34,746 $ 3,273 $ 11,474 $ 8,272 $ 9,554 $ 434 $ 67,753
Provision for (recapture of) credit losses ( 6,543 ) 660 611 2,454 2,669 866 717
Charge-offs ( 97 ) ( 413 ) — ( 104 ) ( 45 ) ( 881 ) ( 1,540 )
Recoveries 7 10 — 21 30 258 326
Balance, end of period $ 28,113 $ 3,530 $ 12,085 $ 10,643 $ 12,208 $ 677 $ 67,256
Commercial real estate Owner-occupied commercial real estate Acquisition, construction & development Commercial & industrial Single family residential (1-4 units) Consumer non-real estate and other Total
Six months ended
June 30, 2026
Balance, beginning of period $ 26,190 $ 2,760 $ 17,221 $ 8,227 $ 12,536 $ 889 $ 67,823
Allowance established for acquired PSL loans 6,439 5,532 1,722 4,845 3,751 959 23,248
Allowance established for acquired PCD loans 770 745 788 544 2,390 22 5,259
Provision for (recapture of) credit losses 1,145 6,548 ( 12,517 ) 1,707 2,575 ( 78 ) ( 620 )
Charge-offs ( 100 ) ( 65 ) — ( 258 ) ( 35 ) ( 1,435 ) ( 1,893 )
Recoveries 13 1 1 25 120 493 653
Balance, end of period $ 34,457 $ 15,521 $ 7,215 $ 15,090 $ 21,337 $ 850 $ 94,470
June 30, 2025
Balance, beginning of period $ 30,444 $ 3,261 $ 17,386 $ 6,633 $ 9,763 $ 553 $ 68,040
Provision for (recapture of) credit losses ( 2,247 ) 1,359 ( 5,301 ) 4,182 2,361 1,263 1,617
Charge-offs ( 116 ) ( 1,100 ) ( 1 ) ( 197 ) ( 37 ) ( 1,513 ) ( 2,964 )
Recoveries 32 10 1 25 121 374 563
Balance, end of period $ 28,113 $ 3,530 $ 12,085 $ 10,643 $ 12,208 $ 677 $ 67,256
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Note 4— Allowance for Credit Losses (continued)
The recorded investment in loans excludes accrued interest receivable due to immateriality. The following table presents the aging of the recorded investment in past due loans as of June 30, 2026, and December 31, 2025, by portfolio segment (in thousands):
June 30, 2026
30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total Past Due Current Loans Total Loans 90 Days Past Due or More & Still Accruing Non-accrual loans
Commercial real estate $ 32,830 $ 860 $ 20,137 $ 53,827 $ 3,844,560 $ 3,898,387 $ 444 $ 37,754
Owner-occupied commercial real estate 2,690 7,216 8,644 18,550 1,134,199 1,152,749 183 12,532
Acquisition, construction & development 3,418 1,781 8,858 14,057 438,581 452,638 4,842 12,273
Commercial & industrial 8,549 10,029 5,273 23,851 817,027 840,878 644 8,495
Single family residential (1-4 units) 10,567 5,345 9,448 25,360 1,580,164 1,605,524 802 16,995
Consumer non-real estate and other 373 41 269 683 48,906 49,589 5 339
Total $ 58,427 $ 25,272 $ 52,629 $ 136,328 $ 7,863,437 $ 7,999,765 $ 6,920 $ 88,388
December 31, 2025
30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total Past Due Current Loans Total Loans 90 Days Past Due or More & Still Accruing Non-accrual loans
Commercial real estate $ 4,535 $ 1,676 $ 37,891 $ 44,102 $ 2,725,185 $ 2,769,287 $ 677 $ 37,318
Owner-occupied commercial real estate 1,251 1,091 6,310 8,652 584,468 593,120 177 7,800
Acquisition, construction & development 578 699 13,243 14,520 372,350 386,870 559 12,793
Commercial & industrial 2,008 2,354 5,629 9,991 451,930 461,921 512 5,512
Single family residential (1-4 units) 14,823 7,541 3,594 25,958 1,101,726 1,127,684 1,694 6,802
Consumer non-real estate and other 395 151 346 892 47,902 48,794 4 388
Total $ 23,590 $ 13,512 $ 67,013 $ 104,115 $ 5,283,561 $ 5,387,676 $ 3,623 $ 70,613
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, current economic information, and other factors. The Company analyzes loans individually by classifying the loans by credit risk. The Company internally grades all commercial loans at the time of origination. In addition, the Company performs an annual review on at least 50% of the Bank’s commercial credit exposure. The Company uses the following definitions for credit risk classifications:
Pass : These include satisfactory loans that have acceptable levels of risk.
Special Mention : Loans classified as special mention have a potential credit weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard : Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the orderly liquidation of debt. Loans classified as substandard are inadequately protected by sound net worth, payment capacity of the borrower, or of the collateral pledged. If weaknesses go uncorrected, there is potential for partial loss of principal and/or interest.
Doubtful : Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and unlikely.
Loss : Loans classified as a loss are considered to be uncollectible and cannot be justified to continue as viable assets. While there may be the possibility of some recovery in the future, it is not practical or desirable to defer writing off these loans at the present time.
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Note 4— Allowance for Credit Losses (continued)
The Company has a portfolio of smaller homogenous loans that are not individually risk rated that are included within the single family residential and consumer non-real estate and other loan classes. Generally, these loan classes are rated as “Pass” unless these loans are on non-accrual and are then classified as substandard.
The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of June 30, 2026, and December 31, 2025 (in thousands):
June 30, 2026
Term Loans
2026 2025 2024 2023 2022 Prior Revolving Loans Total
Commercial real estate
Pass $ 318,535 $ 554,537 $ 353,016 $ 456,039 $ 665,435 $ 1,151,543 $ 143,546 $ 3,642,651
Special Mention 534 1,961 5,350 5,234 5,150 32,791 — 51,020
Substandard — 132 — 16,027 41,181 127,299 15,762 200,401
Doubtful — — — — 260 4,055 — 4,315
Loss — — — — — — — —
Total $ 319,069 $ 556,630 $ 358,366 $ 477,300 $ 712,026 $ 1,315,688 $ 159,308 $ 3,898,387
Year to date gross charge-offs $ — $ — $ — $ 100 $ — $ — $ — $ 100
Owner-occupied commercial real estate
Pass $ 81,038 $ 183,481 $ 102,732 $ 103,544 $ 159,306 $ 433,365 $ 51,395 $ 1,114,861
Special Mention — 344 — 2,947 — 8,938 1,305 13,534
Substandard — 3,925 2,606 1,137 7,755 5,245 163 20,831
Doubtful — — — — 3,414 109 — 3,523
Loss — — — — — — — —
Total $ 81,038 $ 187,750 $ 105,338 $ 107,628 $ 170,475 $ 447,657 $ 52,863 $ 1,152,749
Year to date gross charge-offs $ — $ — $ — $ — $ 65 $ — $ — $ 65
Acquisition, construction & development
Pass $ 39,438 $ 111,919 $ 58,435 $ 75,161 $ 49,142 $ 48,005 $ 42,884 $ 424,984
Special Mention — — — 3,005 — 5,931 2,515 11,451
Substandard — — — 6,878 917 8,193 — 15,988
Doubtful — — — — — 151 64 215
Loss — — — — — — — —
Total $ 39,438 $ 111,919 $ 58,435 $ 85,044 $ 50,059 $ 62,280 $ 45,463 $ 452,638
Year to date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ —
Commercial & industrial
Pass $ 54,850 $ 99,279 $ 85,620 $ 35,028 $ 44,229 $ 79,997 $ 406,185 $ 805,188
Special Mention — 488 6,885 277 8,502 1,407 1,419 18,978
Substandard — 1,008 260 956 4,291 2,285 4,943 13,743
Doubtful — — — — 1,608 7 1,313 2,928
Loss — — — — — 10 31 41
Total $ 54,850 $ 100,775 $ 92,765 $ 36,261 $ 58,630 $ 83,706 $ 413,891 $ 840,878
Year to date gross charge-offs $ — $ 53 $ — $ 104 $ 99 $ 2 $ — $ 258
Single family residential (1-4 units)
Pass $ 89,427 $ 118,179 $ 92,257 $ 165,172 $ 242,991 $ 617,424 $ 258,421 $ 1,583,871
Special Mention — — 101 — 931 381 183 1,596
Substandard — 114 4,732 2,311 3,618 4,325 1,895 16,995
Doubtful — — — — — 82 2,930 3,012
Loss — — — — — 50 — 50
Total $ 89,427 $ 118,293 $ 97,090 $ 167,483 $ 247,540 $ 622,262 $ 263,429 $ 1,605,524
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Note 4— Allowance for Credit Losses (continued)
Year to date gross charge-offs $ — $ — $ — $ 32 $ — $ 3 $ — $ 35
Consumer non-real estate and other
Pass $ 8,662 $ 9,056 $ 9,243 $ 6,327 $ 2,785 $ 4,026 $ 9,052 $ 49,151
Special Mention — — — 78 — 23 — 101
Substandard — 2 88 130 27 — 24 271
Doubtful — 1 — — 2 — 63 66
Loss — — — — — — — —
Total $ 8,662 $ 9,059 $ 9,331 $ 6,535 $ 2,814 $ 4,049 $ 9,139 $ 49,589
Year to date gross charge-offs $ 653 $ 11 $ 97 $ 54 $ 465 $ 155 $ — $ 1,435
Totals $ 592,484 $ 1,084,426 $ 721,325 $ 880,251 $ 1,241,544 $ 2,535,642 $ 944,093 $ 7,999,765
December 31, 2025
Term Loans
2025 2024 2023 2022 2021 Prior Revolving Loans Total
Commercial real estate
Pass $ 324,565 $ 245,763 $ 377,142 $ 437,116 $ 383,808 $ 620,673 $ 128,260 $ 2,517,327
Special Mention — 5,395 5,224 13,941 — 34,172 2,468 61,200
Substandard — — 15,675 50,300 50,745 53,091 16,058 185,869
Doubtful — — — 3,156 — 1,735 — 4,891
Loss — — — — — — — —
Total $ 324,565 $ 251,158 $ 398,041 $ 504,513 $ 434,553 $ 709,671 $ 146,786 $ 2,769,287
Year to date gross charge-offs $ — $ — $ — $ — $ — $ 116 $ — $ 116
Owner-occupied commercial real estate
Pass $ 72,903 $ 57,923 $ 61,402 $ 75,692 $ 91,329 $ 175,545 $ 32,434 $ 567,228
Special Mention — — 274 6,182 232 3,421 — 10,109
Substandard 459 — 521 2,002 1,113 6,391 73 10,559
Doubtful — — — 3,404 1,820 — — 5,224
Loss — — — — — — — —
Total $ 73,362 $ 57,923 $ 62,197 $ 87,280 $ 94,494 $ 185,357 $ 32,507 $ 593,120
Year to date gross charge-offs $ — $ — $ — $ 363 $ 10 $ 632 $ 95 $ 1,100
Acquisition, construction & development
Pass $ 51,546 $ 27,499 $ 139,222 $ 56,766 $ 32,792 $ 13,664 $ 48,012 $ 369,501
Special Mention — — 3,511 — — 137 91 3,739
Substandard — — 258 812 4,062 4,974 — 10,106
Doubtful — — — 3,415 — — 109 3,524
Loss — — — — — — — —
Total $ 51,546 $ 27,499 $ 142,991 $ 60,993 $ 36,854 $ 18,775 $ 48,212 $ 386,870
Year to date gross charge-offs $ — $ — $ 1 $ — $ — $ — $ — $ 1
Commercial & industrial
Pass $ 63,901 $ 66,758 $ 27,018 $ 25,659 $ 16,991 $ 26,677 $ 206,654 $ 433,658
Special Mention 1,814 2,086 637 13,788 — 1,238 1,009 20,572
Substandard 704 64 855 2,286 192 1,083 2,463 7,647
Doubtful — — — — — — — —
Loss — — — — — 37 7 44
Total $ 66,419 $ 68,908 $ 28,510 $ 41,733 $ 17,183 $ 29,035 $ 210,133 $ 461,921
Year to date gross charge-offs $ — $ — $ 32 $ 8 $ — $ 14 $ 184 $ 238
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Note 4— Allowance for Credit Losses (continued)
Single family residential (1-4 units)
Pass $ 66,662 $ 82,957 $ 131,349 $ 180,837 $ 125,345 $ 362,811 $ 168,043 $ 1,118,004
Special Mention — 283 134 788 401 503 673 2,782
Substandard 115 — 1,615 589 713 3,434 336 6,802
Doubtful — — — — — 95 — 95
Loss — — — — — 1 — 1
Total $ 66,777 $ 83,240 $ 133,098 $ 182,214 $ 126,459 $ 366,844 $ 169,052 $ 1,127,684
Year to date gross charge-offs $ — $ — $ — $ — $ — $ 60 $ 172 $ 232
Consumer non-real estate and other
Pass $ 9,612 $ 10,961 $ 5,543 $ 2,804 $ 687 $ 1,645 $ 17,335 $ 48,587
Special Mention — — 92 — 33 — — 125
Substandard — 62 20 — — — — 82
Doubtful — — — — — — — —
Loss — — — — — — — —
Total $ 9,612 $ 11,023 $ 5,655 $ 2,804 $ 720 $ 1,645 $ 17,335 $ 48,794
Year to date gross charge-offs $ 1,750 $ 195 $ 133 $ 62 $ 2 $ 1 $ 5 $ 2,148
Totals $ 592,281 $ 499,751 $ 770,492 $ 879,537 $ 710,263 $ 1,311,327 $ 624,025 $ 5,387,676
The following tables present information about collateral-dependent loans that were individually evaluated for purposes of determining the ACL as of June 30, 2026, and December 31, 2025 (in thousands):
June 30, 2026
With Allowance With No Related Allowance Total
Amortized Cost Related Allowance Amortized Cost Amortized Cost Related Allowance
June 30, 2026
Commercial real estate $ 18,141 $ 3,717 $ 21,085 $ 39,226 $ 3,717
Owner-occupied commercial real estate 8,728 2,885 5,135 13,863 2,885
Acquisition, construction & development 301 153 12,414 12,715 153
Commercial & industrial 7,175 5,837 1,098 8,273 5,837
Single family residential (1-4 units) 9,017 2,168 6,989 16,006 2,168
Consumer non-real estate and other 32 32 — 32 32
Total $ 43,394 $ 14,792 $ 46,721 $ 90,115 $ 14,792
December 31, 2025
With Allowance With No Related Allowance Total
Amortized Cost Related Allowance Amortized Cost Amortized Cost Related Allowance
December 31, 2025
Commercial real estate $ 14,316 $ 3,939 $ 23,857 $ 38,173 $ 3,939
Owner-occupied commercial real estate — — 8,987 8,987 —
Acquisition, construction & development 4,071 1,431 9,276 13,347 1,431
Commercial & industrial 4,440 4,227 — 4,440 4,227
Single family residential (1-4 units) 258 35 3,516 3,774 35
Consumer non-real estate and other — — — — —
Total $ 23,085 $ 9,632 $ 45,636 $ 68,721 $ 9,632
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Note 4— Allowance for Credit Losses (continued)
Purchased Credit Deteriorated Loans
The Company has purchased loans relating to the LNKB Merger for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans, at acquisition, is as follows (in thousands):
Amounts
Purchase price of loans at acquisition $ 75,655
Allowance for credit losses at acquisition 5,259
Non-credit discount/(premium) at acquisition 16,545
Par value of acquired loans at acquisition $ 97,459
Loan Modifications
On January 1, 2023, the Company adopted ASU 2022-02 on a modified retrospective basis. ASU 2022-02 eliminates the troubled debt restructuring (“TDR”) accounting model and requires that the Company evaluate, based on the accounting for loan modifications, whether the borrower is experiencing financial difficulty, and the modification results in a more-than-insignificant direct change in the contractual cash flows and represents a new loan or a continuation of an existing loan. This change required all loan modifications to be accounted for under the general loan modification guidance in ASC 310-20, Receivables — Nonrefundable Fees and Other Costs , and subjects entities to new disclosure requirements on loan modifications to borrowers experiencing financial difficulty.
The Company may modify loans to borrowers experiencing financial difficulty by providing principal forgiveness, term extension, interest rate reduction, or an other-than-insignificant payment delay. When principal forgiveness is provided, the amount of forgiveness is charged off against the ACL. The Company may also provide multiple types of modifications on an individual loan. For the six months ended June 30, 2026, and for the year ended, December 31, 2025, the Company did not extend any modifications to borrowers experiencing financial difficulty that had a more-than-insignificant direct change in the contractual cash flows of the loan.
Other Real Estate Owned
Real estate owned activity was as follows for the six months ended June 30, 2026, and for the year ended, December 31, 2025 (in thousands):
June 30, 2026 December 31, 2025
Beginning balance $ 2,689 $ 2,783
Loans acquired/transferred to real estate owned 417 259
Capital expenditures — —
Direct write-downs — ( 195 )
Sales of real estate owned ( 172 ) ( 158 )
End of period balance $ 2,934 $ 2,689
Note 5— Deposits
The aggregate amount of time deposits that meet or exceed the FDIC Insurance Limit of $250,000, was approximately $ 492.5 million and $ 295.4 million on June 30, 2026, and December 31, 2025, respectively. Brokered time deposits, which are fully insured, totaled $ 120.7 million and $ 64.4 million as of June 30, 2026, and December 31, 2025, respectively. Time deposits through the Certificate of Deposit Account Registry Service (“CDARS”) program totaled $ 28.5 million at June 30, 2026, compared to $ 22.4 million at December 31, 2025.
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Note 5— Deposits (continued)
The remaining maturities of time deposits as of June 30, 2026, are as follows (in thousands):
As of June 30, 2026
Remaining six months ending, December 31, 2026 $ 1,178,960
2027 441,422
2028 89,177
2029 10,188
2030 7,144
Thereafter 9,542
Total $ 1,736,433
At June 30, 2026, and December 31, 2025, amounts included in time deposits for individual retirement accounts totaled $ 159.8 million and $ 111.2 million, respectively.
Overdrafts of $ 756.0 thousand and $ 704.0 thousand were reclassified to loans as of June 30, 2026, and the year ended December 31, 2025, respectively.
Note 6— Borrowed Funds
Short-term borrowings
The Company had borrowings of $ 525.0 million and $ 450.0 million at June 30, 2026, and December 31, 2025, respectively. At June 30, 2026, the interest rate on this debt was 3.82 %. At December 31, 2025, the interest rate on this debt was 3.75 %. The average balance outstanding during the six months ending June 30, 2026, and the year ending December 31, 2025, was $ 571.2 million and $ 422.1 million, respectively. The Company has a finance lease liability that is not included in these balances - see Note 7 - Leased Property for a discussion of this liability that is included in the accrued interest and other liabilities line in the Consolidated Balance Sheets.
The Company has available secured lines of credit with the Federal Reserve Bank of Richmond, such as the Borrower-In-Custody program, the FHLB of Atlanta, and unsecured federal funds lines of credit from correspondent banking relationships. Through these sources, the Company has unused capacity of $ 6.0 billion in remaining borrowing capacity as of June 30, 2026. The advances on credit lines are secured by both securities and loans. The lendable collateral value of securities and loans pledged against available lines of credit as of June 30, 2026, and December 31, 2025, was $ 5.0 billion and $ 3.2 billion, respectively. As of June 30, 2026, all of the Company’s borrowings will mature within one calendar year.
The contractual maturities of these borrowings, which all occur within one year of the reporting date, are as follows as of June 30, 2026, (in thousands):
Due in 2026 $ 525,000
Total $ 525,000
Long-term borrowings
Subordinated Debentures
As part of the merger with Summit Financial Group, Inc., which closed on May 3, 2024, (the “Summit Merger”), Burke & Herbert assumed $ 75.0 million of subordinated debentures, that were fair valued at $ 61.5 million with a $ 13.5 million discount being amortized into interest expense over the stated maturity. As of June 30, 2026, the net balance was $ 72.8 million. The subordinated debt qualifies as Tier 2 capital under Federal Reserve Board guidelines, until the debt is within 5 years of its maturity; thereafter, the amount qualifying as Tier 2 capital is reduced 20 % each year until maturity. The subordinated debentures were issued in the fourth quarter of 2021. This subordinated debt bears interest at a fixed rate of 3.25 % per year, from acquisition date to, but excluding, December 1, 2026, payable semi-annually in arrears. From and including, December 1, 2026 to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term Secured Overnight Financing Rate (“SOFR”), as
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Note 6— Borrowed Funds (continued)
published by the Federal Reserve Bank of New York, plus 230 basis points, payable quarterly in arrears. This debt has a 10 -year term, and generally, is not prepayable by us within the first 5 years from issuance, which was fourth quarter 2021.
In connection with the LNKB Merger, Burke & Herbert assumed $ 62.6 million of subordinated debentures, that were fair valued at $ 62.1 million with a $ 0.5 million discount being amortized into interest expense over the stated maturity. As of June 30, 2026, the net balance was $ 62.0 million. The subordinated debt qualifies as Tier 2 capital under Federal Reserve Board guidelines, until the debt is within 5 years of its maturity; thereafter, the amount qualifying as Tier 2 capital is reduced by 20 % each year until maturity.
There were three distinct issuances of subordinated debt assumed in the LNKB Merger. The first has a face value of $ 20.0 million and was issued in the second quarter of 2022. This subordinated debt, which will mature on April 15, 2032, bears interest at a fixed rate of 4.50 % for the period up to but excluding April 15, 2027 (the “Fixed Interest Rate Period”). From April 15, 2027, until maturity or redemption (the “Floating Interest Rate Period”), the interest rate will adjust to a floating rate of three-month SOFR plus 203 basis points. The Company pays interest in arrears semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period. Subject to limited exceptions, the Company cannot redeem the Notes before the fifth anniversary of the issuance date.
The second issuance, with face value of $ 20.0 million matures on October 1, 2030, and initially bore interest at a fixed rate of 5.00 % until October 1, 2025. Since October 1, 2025, to the stated maturity date or earlier redemption date, the interest rate resets semi-annually to an annual floating rate of three-month SOFR plus a spread of 475 basis points, but no less than 5.0 %. The Company has the ability to redeem the notes in this issuance, in whole or in part, since October 1, 2025 plus accrued and unpaid interest. These Notes are also redeemable in whole or in part upon the occurrence of specific events defined within the indenture.
The third issuance has two tranches. The first tranche was issued in January 2018, with a face value of $ 4.5 million, which bears interest at a fixed rate of 6.875 % and matures in April 1, 2028. Interest is payable quarterly in arrears. The second tranche has a face value of $ 18.1 million and initially bore interest at a fixed rate of 6.00 %, from June 25, 2020 up to but excluding July 1, 2025, and was payable semi-annually in arrears. From and including July 1, 2025, up to but excluding July 1, 2030, or to a redemption date, the interest rate on the second tranche shall reset quarterly to the then current three-month SOFR plus 590 basis points, payable quarterly in arrears. Beginning on July 1, 2025, through maturity, the subordinated notes may be redeemed at the Company’s option on any scheduled interest payment date. These subordinated notes mature on July 1, 2030.
Subordinated Debentures Owed to Unconsolidated Subsidiary Trusts
As part of the Summit Merger, Burke & Herbert became the sponsor for SFG Capital Trust I, SFG Capital Trust II, and SFG Capital Trust III. For each of these trusts, 100 % of the common equity is owned by us. SFG Capital Trust I issued $ 3.5 million in capital securities and $ 109 thousand in common securities and invested the proceeds in $ 3.6 million of debentures, which were assumed by Burke & Herbert in the Summit Merger. SFG Capital Trust II issued $ 7.5 million in capital securities and $ 232 thousand in common securities and invested the proceeds in $ 7.7 million of debentures, which were assumed by Burke & Herbert in the Summit Merger. SFG Capital Trust III issued $ 8.0 million in capital securities and $ 248 thousand in common securities and invested the proceeds in $ 8.3 million of debentures, which were assumed by Burke & Herbert in the Summit Merger. Distributions on the capital securities issued by the trusts are payable quarterly at a variable rate equal to three-month term SOFR plus 345 basis points for SFG Capital Trust I, three-month term SOFR plus 280 basis points for SFG Capital Trust II, and three-month term SOFR plus 145 basis points for SFG Capital Trust III, and equals the interest rate earned on the debentures held by the trusts and is recorded as interest expense by us. The capital securities are subject to mandatory redemption in whole, or in part, upon repayment of the debentures. We have entered into agreements which, taken collectively, fully and unconditionally guarantee the capital securities subject to the terms of the guarantee. The debentures of each Capital Trust are redeemable by us quarterly.
The capital securities issued by SFG Capital Trust I, SFG Capital Trust II, and SFG Capital Trust III qualify as Tier 1 capital under the Federal Reserve guidelines. In accordance with these guidelines, trust preferred securities are limited to
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Note 6— Borrowed Funds (continued)
25% of Tier 1 capital elements, net of goodwill. The amount of trust preferred securities and certain other elements in excess of the limit can be included in Tier 2 capital.
The remaining maturities of subordinated debentures as of June 30, 2026, are as follows (in thousands):
Subordinated debentures
Subordinated debentures owed to unconsolidated subsidiary trusts
Remaining six months ending, December 31, 2026 $ — $ —
2027 — —
2028 4,500 —
2029 — —
2030 38,050 —
Thereafter 95,000 19,589
Total $ 137,550 $ 19,589
Note 7— Leased Property
Lessor Arrangements
The Company enters into operating leases with customers to lease vacant space in certain owned premises that is not being used by the Company. These operating leases are typically payable in monthly installments with terms ranging from around one year to around nine years and may contain renewal options. The components of lease income, which were included in non-interest expense in the occupancy line item on the Consolidated Statements of Income, were as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Operating lease income $ 662 $ 699 $ 1,357 $ 1,393
Total lease income $ 662 $ 699 $ 1,357 $ 1,393
The remaining maturities of operating lease receivables as of June 30, 2026, are as follows (in thousands):
Operating Leases
Remaining six months ending, December 31, 2026 $ 1,302
2027 2,427
2028 2,330
2029 2,130
2030 1,585
Thereafter 1,371
Total lease receivables $ 11,145
Lessee Arrangements
The Company has entered into leases for branches and office space. The leases are evaluated for whether the lease will be classified as either a finance or operating lease. Certain leases offer the option to extend the lease term, and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably assured of being exercised. Including renewal options, the terms of the Company’s leases range from less than one year to approximately twelve years . The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.
Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. These cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease. The right-of-use asset and lease liability are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets.
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Note 7— Leased Property (continued)
Right-of-use assets and liabilities by lease type, and the associated balance sheet classifications are as follows (in thousands):
Balance Sheet Classification June 30, 2026 December 31, 2025
Right-of-use assets:
Operating leases Other assets $ 27,591 $ 14,096
Finance leases Other assets 4,193 3,795
Total right-of-use assets $ 31,784 $ 17,891
Lease liabilities:
Operating leases Other liabilities $ 29,234 $ 14,717
Finance leases Other liabilities 4,597 4,158
Total lease liabilities $ 33,831 $ 18,875
The components of total lease cost were as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Finance lease cost
Right-of-use asset amortization $ 106 $ 71 $ 202 $ 143
Interest expense 39 26 74 53
Operating lease cost 1,488 842 2,977 1,677
Total lease cost $ 1,633 $ 939 $ 3,253 $ 1,873
The Company’s future undiscounted lease payments for finance and operating leases with initial terms of one year or more as of June 30, 2026, are as follows (in thousands):
Operating Leases Finance Leases
Remaining six months ending, December 31, 2026 $ 2,921 $ 248
2027 5,606 504
2028 4,887 515
2029 4,674 526
2030 4,144 538
Thereafter 12,570 3,157
Total undiscounted lease payments 34,802 5,488
Less: discount ( 5,568 ) ( 891 )
Net lease liabilities $ 29,234 $ 4,597
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Note 7— Leased Property (continued)
The following table presents additional information about the Company’s leases as of June 30, 2026, and December 31, 2025.
Supplemental lease information (dollars in thousands) June 30, 2026 December 31, 2025
Finance lease weighted average remaining lease term (years) 10.03 10.61
Finance lease weighted average discount rate 3.44 % 3.32 %
Operating lease weighted average remaining lease term (years) 7.12 6.66
Operating lease weighted average discount rate 4.54 % 4.64 %
Six Months Ended June 30,
Cash paid for amounts included in the measurement of lease liabilities 2026 2025
Operating cash flows from operating leases $ 2,912 $ 1,574
Operating cash flows from finance leases 74 53
Financing cash flows from finance leases 162 113
Right-of-use assets obtained in exchange for new finance lease liabilities 600 —
Right-of-use assets obtained in exchange for new operating lease liabilities 412 —
Note 8— Regulatory Capital Matters
Banks and financial holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, “prompt corrective action” regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Under the Basel III Framework, an entity must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The net unrealized gain or loss on AFS securities is not included in computing regulatory capital. Management believes as of June 30, 2026, the Company and the Bank meet all capital adequacy requirements to which they are subject.
“Prompt corrective action” regulations provide five classifications: “well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized”, and “critically undercapitalized”, although these terms are not used to represent overall financial condition. If “adequately capitalized”, regulatory approval is required to accept brokered deposits. If “undercapitalized”, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. As of June 30, 2026, and December 31, 2025, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for “prompt corrective action.”
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Note 8— Regulatory Capital Matters (continued)
The following table presents the actual and required capital amounts and ratios for the Company and the Bank at June 30, 2026, and December 31, 2025 (in thousands except for ratios):
Actual Minimum Required Capital - Basel III Minimum Required to be Well Capitalized
Amount Ratio Amount Ratio Amount Ratio
As of June 30, 2026
Total Capital to risk weighted assets
Consolidated $ 1,310,782 14.43 % $ 953,726 ≥ 10.5 %
$ 908,311 N/A
Burke & Herbert Bank & Trust 1,299,177 14.31 953,467 ≥ 10.5
908,064 ≥ 10.0 %
Tier 1 (Core) Capital to risk weighted assets
Consolidated 1,097,404 12.08 772,064 ≥ 8.5
726,648 N/A
Burke & Herbert Bank & Trust 1,209,314 13.32 771,854 ≥ 8.5
726,451 ≥ 8.0
Common Tier 1 (CET 1) to risk-weighted assets
Consolidated 1,069,597 11.78 635,817 ≥ 7.0
590,402 N/A
Burke & Herbert Bank & Trust 1,209,314 13.32 635,645 ≥ 7.0
590,241 ≥ 6.5
Tier 1 (Core) Capital to average assets (leverage ratio)
Consolidated 1,097,404 11.07 396,431 ≥ 4.0
495,538 N/A
Burke & Herbert Bank & Trust 1,209,314 12.26 394,692 ≥ 4.0
493,365 ≥ 5.0
As of December 31, 2025
Total Capital to risk weighted assets
Consolidated $ 1,004,898 16.17 % $ 652,648 ≥ 10.5 %
$ 621,570 N/A
Burke & Herbert Bank & Trust 986,269 15.92 650,649 ≥ 10.5
619,665 ≥ 10.0 %
Tier 1 (Core) Capital to risk weighted assets
Consolidated 863,657 13.89 528,334 ≥ 8.5
497,256 N/A
Burke & Herbert Bank & Trust 915,250 14.77 526,716 ≥ 8.5
495,732 ≥ 8.0
Common Tier 1 (CET 1) to risk-weighted assets
Consolidated 835,976 13.45 435,099 ≥ 7.0
404,020 N/A
Burke & Herbert Bank & Trust 915,250 14.77 433,766 ≥ 7.0
402,782 ≥ 6.5
Tier 1 (Core) Capital to average assets (leverage ratio)
Consolidated 863,657 10.92 316,492 ≥ 4.0
395,615 N/A
Burke & Herbert Bank & Trust 915,250 11.59 315,898 ≥ 4.0
394,873 ≥ 5.0
The Company’s principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. As of June 30, 2026, approximately $ 345.7 million of retained earnings was available for dividend declaration consistent with the Company’s capital plan.
Note 9— Derivatives
The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.
Cash flow hedges of interest rate risk
The Company’s objective in using interest rate derivatives is to add stability to net interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps, caps, and floors as part of its interest rate risk management strategy. Interest rate swaps, designated as cash flow hedges, involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of June 30, 2026, such derivatives were
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Note 9— Derivatives (continued)
used to hedge the variable cash flows associated with variable-rate liabilities. As of June 30, 2025, such derivatives were used to hedge the variable cash flows associated with variable-rate liabilities.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense or interest income in the same period(s) during which the hedged transaction affects earnings. During the next twelve months, the Company estimates that an additional $ 1.8 million will be reclassified as a reduction in interest expense.
Derivatives not designated as hedges
The Company enters into interest rate swaps with its loan customers to facilitate their financing requests. Upon entering into swaps with our loan customers, the Company will enter into corresponding offsetting derivatives with third parties. These derivatives represent economic hedges and do not qualify as hedges for accounting. These back-to-back interest rate swaps are reported at fair value in other assets and accrued interest and other liabilities in the Company’s Consolidated Balance Sheets. Changes in the fair value of interest rate swaps are recorded in other non-interest expense in the other operating line item and sum to zero because of offsetting terms of swaps with borrowers and swaps with dealer counterparties.
The table below presents the fair value of the Company’s derivative financial instruments, which includes accrued interest, as well as their classification on the Consolidated Balance Sheets as of June 30, 2026, and December 31, 2025 (in thousands):
June 30, 2026
Balance Sheet Location Notional Amount Fair Value
Derivatives designated as hedges:
Interest rate swaps related to cash flow hedges Other assets $ 425,000 $ 3,791
Interest rate swaps related to cash flow hedges Other liabilities — —
Derivatives not designated as hedges:
Interest rate swaps related to customer loans Other assets $ 270,514 $ 2,292
Interest rate swaps related to customer loans Other liabilities 270,514 2,292
December 31, 2025
Balance Sheet Location Notional Amount Fair Value
Derivatives designated as hedges:
Interest rate swaps related to cash flow hedges Other assets $ 150,000 $ 273
Interest rate swaps related to cash flow hedges Other liabilities 400,000 340
Derivatives not designated as hedges:
Interest rate swaps related to customer loans Other assets $ 203,904 $ 2,331
Interest rate swaps related to customer loans Other liabilities 203,904 2,331
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Note 9— Derivatives (continued)
The table below presents the effect of cash flow hedge accounting on AOCI for the three months ended June 30, 2026, and June 30, 2025 (in thousands):
Derivatives in Cash Flow
Hedging Relationships June 30, 2026 Location of Gain or (Loss) Reclassified from AOCI into Income June 30, 2026
Amount of Gain or (Loss) Recognized in OCI on Derivative
Amount of Gain or (Loss) Recognized in OCI Included Component Amount of Gain or (Loss) Recognized in OCI Excluded Component Amount of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from AOCI into Income Included Component Amount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
Interest Rate Products $ — $ — $ — Interest Income $ — $ — $ —
Interest Rate Products 953 953 — Interest Expense 289 289 —
Total $ 953 $ 953 $ — $ 289 $ 289 $ —
Derivatives in Cash Flow
Hedging Relationships June 30, 2025 Location of Gain or (Loss) Reclassified from AOCI into Income June 30, 2025
Amount of Gain or (Loss) Recognized in OCI on Derivative
Amount of Gain or (Loss) Recognized in OCI Included Component Amount of Gain or (Loss) Recognized in OCI Excluded Component Amount of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from AOCI into Income Included Component Amount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
Interest Rate Products $ — $ — $ — Interest Income $ — $ — $ —
Interest Rate Products 877 877 — Interest Expense 732 732 —
Total $ 877 $ 877 $ — $ 732 $ 732 $ —
The table below presents the effect of cash flow hedge accounting on AOCI for the six months ended June 30, 2026, and June 30, 2025 (in thousands):
Derivatives in Cash Flow
Hedging Relationships June 30, 2026 Location of Gain or (Loss) Reclassified from AOCI into Income June 30, 2026
Amount of Gain or (Loss) Recognized in OCI on Derivative
Amount of Gain or (Loss) Recognized in OCI Included Component Amount of Gain or (Loss) Recognized in OCI Excluded Component Amount of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from AOCI into Income Included Component Amount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
Interest Rate Products $ — $ — $ — Interest Income $ — $ — $ —
Interest Rate Products 2,620 2,620 — Interest Expense 324 324 —
Total $ 2,620 $ 2,620 $ — $ 324 $ 324 $ —
Derivatives in Cash Flow
Hedging Relationships June 30, 2025 Location of Gain or (Loss) Reclassified from AOCI into Income June 30, 2025
Amount of Gain or (Loss) Recognized in OCI on Derivative
Amount of Gain or (Loss) Recognized in OCI Included Component Amount of Gain or (Loss) Recognized in OCI Excluded Component Amount of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from AOCI into Income Included Component Amount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
Interest Rate Products $ — $ — $ — Interest Income $ — $ — $ —
Interest Rate Products 396 396 — Interest Expense 1,158 1,158 —
Total $ 396 $ 396 $ — $ 1,158 $ 1,158 $ —
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Note 9— Derivatives (continued)
The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income for the three and six months ended June 30, 2026, and June 30, 2025 (in thousands).
Location and Amount of Gain or (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships
Three months ended
June 30, 2026 June 30, 2025
Interest Income Interest Expense Interest Income Interest Expense
Total amounts of income and expense line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded $ 684 $ 289 $ 40 $ 732
The effects of fair value and cash flow hedging:
Gain or (loss) on fair value hedging relationships in Subtopic 815-20
Interest contracts
Hedged items (1)
684 — 40 —
Derivatives designated as hedging instruments — — — —
Gain or (loss) on cash flow hedging relationships in Subtopic 815-20
Interest contracts
Amount of gain or (loss) reclassified from AOCI into income
— 289 — 732
Amount of gain or (loss) reclassified from AOCI into income as a result that a forecasted transaction is no longer probable of occurring — — — —
Amount of gain or (loss) reclassified from AOCI into income - included component — 289 — 732
Amount of gain or (loss) reclassified from AOCI into income - excluded component — — — —
Location and Amount of Gain or (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships
Six months ended
June 30, 2026 June 30, 2025
Interest Income Interest Expense Interest Income Interest Expense
Total amounts of income and expense line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded $ 723 $ 324 $ 80 $ 1,158
The effects of fair value and cash flow hedging:
Gain or (loss) on fair value hedging relationships in Subtopic 815-20
Interest contracts
Hedged items (1)
723 — 80 —
Derivatives designated as hedging instruments — — — —
Gain or (loss) on cash flow hedging relationships in Subtopic 815-20
Interest contracts
Amount of gain or (loss) reclassified from AOCI into income
— 324 — 1,158
Amount of gain or (loss) reclassified from AOCI into income as a result that a forecasted transaction is no longer probable of occurring — — — —
Amount of gain or (loss) reclassified from AOCI into income - included component — 324 — 1,158
Amount of gain or (loss) reclassified from AOCI into income - excluded component — — — —
(1) The Company voluntarily discontinued a fair value hedging relationship and these amounts include the gain or (loss) and the hedging adjustment on a voluntary discontinued hedging relationship. The Company has allocated the basis adjustment to the remaining individual assets in the closed portfolio and will amortize the basis adjustment over a period consistent with amortization of other discounts or premiums on the assets.
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Note 9— Derivatives (continued)
Credit-risk-related Contingent Features
As of June 30, 2026, excluding back to back interest rate swaps, there are no derivatives in a liability position. As of December 31, 2025, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk related to these agreements, was $ 340.0 thousand. As of December 31, 2025, the Company has posted the full amount of collateral related to these agreements.
Note 10— Commitments and Contingencies
Credit extension commitments
The Company’s financial statements do not reflect various financial instruments which arise in the normal course of business and which involve elements of credit risk, interest rate risk, and liquidity risk. These financial instruments include commitments to extend credit (e.g., revolving lines of credit) and commercial letters of credit.
Many of our lending relationships contain both funded and unfunded elements. The funded portion is reflected on our balance sheet. The unfunded portion of these commitments is not recorded on our balance sheet until a draw is made under the loan facility. Since many of our commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.
A summary of the contractual amounts of the Company’s financial instruments outstanding at June 30, 2026, and December 31, 2025, is as follows (in thousands):
June 30, 2026 December 31, 2025
Commitments to extend credit $ 1,457,160 $ 970,255
Commercial letters of credit 22,697 23,959
Commitments to extend credit and commercial letters of credit both include exposure to some credit loss in the event of non-performance of the customer. The Company’s credit policies and procedures for credit commitments and financial guarantees are the same as those for extensions of credit that are recorded on the Consolidated Balance Sheets. Many of these instruments have fixed maturity dates, and many of them will expire without being drawn upon; accordingly, they do not generally present any significant liquidity risk to the Company.
Allowance for credit losses - off-balance-sheet credit exposures
The Company recorded a provision for credit losses on unfunded commitments of $ 2.2 million and recapture of credit losses of $ 93.0 thousand on unfunded commitments for the three months ended June 30, 2026 and June 30, 2025, respectively. The Company recorded a provision for credit losses on unfunded commitments of $ 2.0 million and a recapture of credit losses of $ 492.0 thousand for the six months ended June 30, 2026 and June 30, 2025, respectively. The ACL on off-balance-sheet credit totaled $ 5.2 million and $ 3.2 million as of June 30, 2026, and December 31, 2025, and is included in accrued interest and other liabilities on the accompanying Consolidated Balance Sheets.
Litigation
The Company is a party to litigation, claims, and proceedings arising in the normal course of business that are ordinary and routine to the nature of the Company’s business and operations. Management, after consultation with legal counsel, believes that the liabilities, if any, arising from any currently pending or threatened litigation, claims, or proceedings will not be material to the Company’s financial position as of June 30, 2026, and December 31, 2025, respectively.
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Note 11— Fair Value Measurements
Determination of Fair Value
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Significant unobservable inputs that reflect our own assumptions that market participants would use in pricing an asset or liability.
In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
The Company used the following methods and significant assumptions to estimate fair value:
Investment securities
The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2), using matrix pricing. Matrix pricing is a mathematical technique commonly used to price debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on securities’ relationship to other benchmark quoted securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).
Equity Investments
Equity investments are recorded at fair value on a recurring basis, with changes in fair value reported in net income. Through the Summit Merger we acquired an investment in an S&P 500 index fund that is traded on an exchange, and we classify it as Level 1 as of June 30, 2026.
Through the Summit Merger, we acquired perpetual preferred stock of a bank holding company issued in October 2022 in a private offering. The perpetual preferred stock does not trade on an exchange or in an active over-the-counter market; therefore, we estimate its fair value using the present value of its future cash flows using observed discount rates of similar publicly-traded securities, adjusted for a liquidity premium. We classify the perpetual preferred stock as Level 2.
Equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment. Such equity securities are included in other assets on the accompanying Consolidated Balance Sheets.
Derivatives
The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). The Company has contracted with a third-party vendor to provide valuations for interest rate swaps using standard swap valuation techniques. The Company has considered counterparty credit risk in the valuation of its interest rate swap assets and has considered its own credit risk in the valuation of its interest rate swap liabilities.
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Note 11— Fair Value Measurements (continued)
Loans held-for-sale
The fair value of loans held-for-sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan (Level 2). These loans currently consist of one-to-four family residential loans originated for sale in the secondary market.
Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):
Fair Value Measurements at June 30, 2026, Using:
Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
(Level 1) (Level 2) (Level 3) Total
Financial assets
Investment Securities
U.S. Treasuries and government agencies $ 148,946 $ — $ — $ 148,946
Obligations of states and municipalities — 1,107,768 — 1,107,768
Residential mortgage backed - agency — 83,988 — 83,988
Residential mortgage backed - non-agency — 372,533 — 372,533
Commercial mortgage backed - agency — 72,738 — 72,738
Commercial mortgage backed - non-agency — 93,347 — 93,347
Asset-backed — 47,017 — 47,017
Other — 36,701 — 36,701
Total investment securities available-for-sale $ 148,946 $ 1,814,092 $ — $ 1,963,038
Loans held-for-sale $ — $ 2,074 $ — $ 2,074
Equity investments $ 10,014 $ 6,107 $ — $ 16,121
Derivatives $ — $ 6,083 $ — $ 6,083
Financial liabilities
Derivatives $ — $ 2,292 $ — $ 2,292
Fair Value Measurements at December 31, 2025, Using:
Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
(Level 1) (Level 2) (Level 3) Total
Financial assets
Investment Securities
U.S. Treasuries and government agencies $ 150,124 $ — $ — $ 150,124
Obligations of states and municipalities — 922,574 — 922,574
Residential mortgage backed - agency — 55,385 — 55,385
Residential mortgage backed - non-agency — 218,092 — 218,092
Commercial mortgage backed - agency — 73,896 — 73,896
Commercial mortgage backed - non-agency — 111,109 — 111,109
Asset-backed — 53,466 — 53,466
Other — 31,308 — 31,308
Total investment securities available-for-sale $ 150,124 $ 1,465,830 $ — $ 1,615,954
Loans held-for-sale $ — $ 365 $ — $ 365
Equity investments $ 9,144 $ 5,057 $ — $ 14,201
Derivatives $ — $ 2,604 $ — $ 2,604
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Note 11— Fair Value Measurements (continued)
Financial liabilities
Derivatives $ — $ 2,671 $ — $ 2,671
The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a non-recurring basis in the financial statements:
Collateral dependent loans
Loans for which the borrower is experiencing financial difficulty and repayment is dependent upon the operation or sale of collateral, are considered collateral-dependent. For collateral-dependent loans, the fair value is measured based on the value of the collateral securing the loans, less estimated costs of disposal. Collateral may be in the form of real estate or business assets, including equipment, inventory, and accounts receivable. The vast majority of the collateral underlying collateral-dependent loans is real estate, the fair value of which is measured through an appraisal. The appraisals of the collateral supporting collateral-dependent loans may utilize a single valuation approach or a combination of approaches, including comparable sales and the income approach. Any fair value adjustments are recorded in the period incurred as provision for (recapture of) credit losses on the Consolidated Statements of Income. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business.
Other real estate owned
Assets acquired through foreclosure or other proceedings are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The fair value of foreclosed properties is determined on a nonrecurring basis generally utilizing current appraisals performed by an independent, licensed appraiser applying an income or market value approach using observable market data. Updated appraisals of foreclosed properties are generally obtained if the existing appraisal is more than 18 months old or more frequently if there is a known deterioration in value. However, if a current appraisal is not available, the original appraised value is discounted, as appropriate, to compensate for the estimated depreciation in the value of the real estate since the date of its original appraisal. Such discounts are generally estimated based upon management’s knowledge of sales of similar property within the applicable market area and its knowledge of other real estate market-related data, as well as general economic trends. Upon foreclosure, any fair value adjustment is charged against the allowance for credit losses on loans. Subsequent fair value adjustments are recorded in the period incurred and included in other noninterest expense in the Consolidated Statements of Income.
Assets that were measured at fair value on a non-recurring basis during the period are summarized below (in thousands):
Fair Value Measurements at June 30, 2026, Using:
Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
(Level 1) (Level 2) (Level 3) Total
Collateral dependent loans
Commercial real estate $ — $ — $ 14,424 $ 14,424
Owner-occupied commercial real estate — — 5,843 5,843
Acquisition, construction & development — — 148 148
Commercial & industrial — — 1,338 1,338
Single family residential — — 6,849 6,849
Consumer non-real estate and other — — — —
Other real estate owned — — 2,934 2,934
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Note 11— Fair Value Measurements (continued)
Fair Value Measurements at December 31, 2025, Using:
Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
(Level 1) (Level 2) (Level 3) Total
Collateral dependent loans
Commercial real estate $ — $ — $ 10,377 $ 10,377
Owner-occupied commercial real estate — — — —
Acquisition, construction & development — — 2,640 2,640
Commercial & industrial — — 213 213
Single family residential — — 223 223
Consumer non-real estate and other — — — —
Other real estate owned — — 2,689 2,689
The following table presents quantitative information about Level 3 Fair Value Measurements for assets measured at fair value on a non-recurring basis at June 30, 2026, and December 31, 2025 (in thousands except for percentages):
Description Fair Value Valuation Techniques Unobservable Inputs Range
June 30, 2026
Collateral dependent loans $ 28,602 Appraisal of collateral Management adjustments (e.g., liquidity, selling costs, etc.) 5.0 % to 20.0 % for liquidity, 6.0 % to 8.0 % for selling costs
Other real estate owned 2,934 Appraisal of collateral Management adjustments (e.g., liquidity, selling costs, etc.) 5.0 % to 20.0 % for liquidity, 6.0 % to 8.0 % for selling costs
December 31, 2025
Collateral dependent loans $ 13,453 Appraisal of collateral Management adjustments (e.g., liquidity, selling costs, etc.) 5.0 % to 20.0 % for liquidity, 6.0 % to 8.0 % for selling costs
Other real estate owned 2,689 Appraisal of collateral Management adjustments (e.g., liquidity, selling costs, etc.) 5.0 % to 20.0 % for liquidity, 6.0 % to 8.0 % for selling costs
Fair value of financial instruments
The carrying amounts and estimated fair values of financial instruments not carried at fair value, at June 30, 2026, and December 31, 2025, were as follows (in thousands):
Fair Value Measurements at June 30, 2026, Using:
Carrying Amount Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
(Level 1) (Level 2) (Level 3) Total
Financial Assets
Cash and due from banks $ 116,443 $ 116,443 $ — $ — $ 116,443
Interest-earning deposits with banks 50,710 50,710 — — 50,710
Loans, net 7,905,295 — — 7,875,255 7,875,255
Accrued interest 50,007 — 50,007 — 50,007
Financial Liabilities
Non-interest-bearing deposits $ 2,058,076 $ — $ 2,058,076 $ — $ 2,058,076
Interest-bearing deposits 6,910,006 — 6,901,676 — 6,901,676
Short-term borrowings 525,000 — 524,983 — 524,983
Subordinated debentures, net 134,789 — 132,805 — 132,805
Subordinated debentures owed to unconsolidated subsidiary trusts 17,394 — 16,381 — 16,381
Accrued interest 6,155 — 6,155 — 6,155
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Note 11— Fair Value Measurements (continued)
Fair Value Measurements at December 31, 2025, Using:
Carrying Amount Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs
(Level 1) (Level 2) (Level 3) Total
Financial Assets
Cash and due from banks $ 53,497 $ 53,497 $ — $ — $ 53,497
Interest-bearing deposits with banks 235,630 235,630 — — 235,630
Loans, net 5,319,853 — — 5,284,210 5,284,210
Accrued interest 35,442 — 35,442 — 35,442
Financial Liabilities
Non-interest-bearing deposits $ 1,336,380 $ — $ 1,336,380 $ — $ 1,336,380
Interest-bearing deposits 5,067,561 — 5,062,925 — 5,062,925
Short-term borrowings 450,000 — 450,005 — 450,005
Subordinated debentures, net 70,222 — 70,800 — 70,800
Subordinated debentures owed to unconsolidated subsidiary trusts 17,268 — 16,494 — 16,494
Accrued interest 4,447 — 4,447 — 4,447
Note 12— Accumulated Other Comprehensive Income (Loss)
The following table presents changes in accumulated other comprehensive income (loss) by component, net of tax, for the three and six months ended June 30, 2026, and June 30, 2025 (in thousands):
Three months ended June 30, 2026
Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income
Beginning Balance $ 1,194 $ ( 66,157 ) $ ( 4,039 ) $ ( 69,002 )
Net unrealized gains (losses) 735 7,998 — 8,733
Less: net realized (gains) losses reclassified to earnings ( 223 ) 913 — 690
Net change in pension plan benefits — — ( 58 ) ( 58 )
Ending Balance $ 1,706 $ ( 57,246 ) $ ( 4,097 ) $ ( 59,637 )
Three months ended June 30, 2025
Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income
Beginning Balance $ 213 $ ( 83,661 ) $ ( 4,576 ) $ ( 88,024 )
Net unrealized gains (losses) 675 145 — 820
Less: net realized (gains) losses reclassified to earnings ( 564 ) ( 60 ) — ( 624 )
Net change in pension plan benefits — — ( 26 ) ( 26 )
Ending Balance $ 324 $ ( 83,576 ) $ ( 4,602 ) $ ( 87,854 )
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Note 12— Accumulated Other Comprehensive Income (Loss) (continued)
Six months ended June 30, 2026
Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income
Beginning Balance $ ( 64 ) $ ( 54,857 ) $ ( 4,039 ) $ ( 58,960 )
Net unrealized gains (losses) 2,020 ( 1,884 ) — 136
Less: net realized (gains) losses reclassified to earnings ( 250 ) ( 505 ) — ( 755 )
Net change in pension plan benefits — — ( 58 ) ( 58 )
Ending Balance $ 1,706 $ ( 57,246 ) $ ( 4,097 ) $ ( 59,637 )
Six months ended June 30, 2025
Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income
Beginning Balance $ 911 $ ( 92,055 ) $ ( 4,576 ) $ ( 95,720 )
Net unrealized gains (losses) 305 8,571 — 8,876
Less: net realized (gains) losses reclassified to earnings ( 892 ) ( 92 ) — ( 984 )
Net change in pension plan benefits — — ( 26 ) ( 26 )
Ending Balance $ 324 $ ( 83,576 ) $ ( 4,602 ) $ ( 87,854 )
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Note 12— Accumulated Other Comprehensive Income (Loss) (continued)
The following table presents amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2026, and June 30, 2025 (in thousands).
Details about Accumulated Other Comprehensive Income Components Amount Reclassified From Accumulated Other Comprehensive Income Affected Line Item in the Statements of Income
Three months ended Six months ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Cash flow hedges:
Interest rate contracts $ — $ — $ — $ — Interest income
Interest rate contracts 289 732 324 1,158 Interest expense
Tax effect ( 66 ) ( 168 ) ( 74 ) ( 266 ) Income tax expense (benefit)
Net of tax $ 223 $ 564 $ 250 $ 892
Available-for-sale securities:
Realized gains (losses) on securities $ ( 1,868 ) $ 38 $ ( 69 ) $ 39 Net gains/(losses) on securities
Realized gains (losses) on basis adjustment for fair value hedges 684 40 723 81 Interest income
Tax effect 271 ( 18 ) ( 149 ) ( 28 ) Income tax expense (benefit)
Net of tax $ ( 913 ) $ 60 $ 505 $ 92
Defined benefit pension plan:
Amortization of actuarial gain / (loss) 75 34 75 34 Pension and other employee benefits
Tax effect ( 17 ) ( 8 ) ( 17 ) ( 8 ) Income tax expense (benefit)
Net of tax $ 58 $ 26 $ 58 $ 26
Total reclassifications, net of tax $ ( 632 ) $ 650 $ 813 $ 1,010 Net income
Note 13— Other Operating Expense
Other operating expense from the Consolidated Statements of Income for the three and six months ended June 30, 2026, and June 30, 2025, is as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Historic tax credit amortization $ 240 $ 435 $ 479 $ 870
IT related 465 497 861 914
Consultant fees 10,814 948 11,527 1,454
Directors' fees 484 513 947 956
Audit expense 510 357 1,092 579
Legal expense 933 462 2,231 805
Virginia franchise tax 1,034 960 1,999 1,920
Marketing expense 552 382 995 769
Donation expense 80 73 103 84
Other 9,146 5,380 14,449 10,770
Total $ 24,258 $ 10,007 $ 34,683 $ 19,121
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Note 13— Other Operating Expense (continued)
The Company incurred merger-related expenses of $ 33.7 million for the six months ended June 30, 2026, including $ 1.2 million of which were incurred during the three months ended March 31, 2026. These expenses are included in the consultant fees, audit fees, legal expense, and other line items detailed in other operating expenses.
Note 14— Share-Based Compensation
The Company has a share-based incentive plan described below that allows it to offer a variety of equity compensation awards subject to approval. Total compensation cost that has been charged against income for equity compensation awards granted was $ 3.0 million and $ 1.5 million for the three months ended June 30, 2026, and June 30, 2025, respectively. The total income tax benefit was $ 697.1 thousand and $ 310.4 thousand for the three months ended June 30, 2026, and June 30, 2025, respectively.
Total compensation cost that has been charged against income for equity compensation awards granted was $ 4.1 million and $ 2.4 million for the six months ended June 30, 2026, and June 30, 2025, respectively. The total income tax benefit was $ 945.6 thousand and $ 499.5 thousand for the six months ended June 30, 2026, and June 30, 2025, respectively.
2019 Stock Incentive Plan
In 2019, the Company’s Stock Incentive Plan (“2019 SIP”) was approved by the Bank’s Board of Directors (the “Bank Board”). The 2019 SIP provides for the issuance of share-based awards to directors and employees of the Company. The 2019 SIP authorized 240,000 units to be issued, and the Company’s practice is using authorized unissued shares to satisfy these share-based awards. Each unit represents a contingent right to receive one common share or an equivalent amount of cash, or a combination of the two, at the discretion of the Company. Currently, we have a sufficient number of authorized unissued shares to satisfy all outstanding equity awards.
Under the 2019 SIP, the Company has issued restricted stock unit (“RSU”) awards that are both time-based and performance-based. Each RSU award will indicate the number of shares, the conditions (e.g., service, performance, and/or a combination), and the grant date. Compensation expense is recognized over the vesting period of the awards based on the fair value of the award at grant date. No new awards are issuable under the 2019 SIP.
2023 Stock Incentive Plan
In 2023, a new stock incentive plan (“2023 SIP”) was approved by the Company’s Board of Directors (the “Board”) and shareholders. Following shareholder approval of the 2013 SIP on March 30, 2023, no further share-based awards will be issued under the 2019 SIP. The 2023 SIP provides for the issuance of share-based awards to directors and employees of the Company. The 2023 SIP authorized the issuance of 250,000 shares, subject to an annual increase in available shares and the addition of shares recycled from the 2019 SIP that were cancelled. Based on our shares outstanding as of June 30, 2026, and awards that were recycled from the 2019 SIP, the total shares authorized for issuance under the plan as of June 30, 2026 was 474,578 .
A total of 118,192 and 96,132 shares were issued during the six months ended June 30, 2026, and June 30, 2025, respectively.
For time-based RSUs, the fair value was determined by using the closing stock price on the date prior to the grant date. These RSUs vest over three years .
The Board, from time to time, approves performance-based RSU awards that may be earned between a three to five year performance period. Whether or not units are earned at the end of the performance period will be determined based on the achievement of performance and/or market targets (e.g., market capitalization target) over the performance period. If the conditions are achieved, the grant recipient will receive 100 % of the units granted as these awards do not provide for a multiplier effect. The performance/market targets are determined by the Board.
The fair value for performance-based RSU awards was determined by using a Monte Carlo simulation analysis to estimate the achievement of the market capitalization target determined by the Board. The Monte Carlo simulation analysis required the following inputs: (1) expected term, (2) expected volatility, (3) risk-free rate, and (4) dividend yield. The expected term was based on the stated performance period. Management used the expected volatility from a peer group. The risk-free interest rate is based on the U.S. Treasury yield curve over the performance period. The dividend yield assumption was based on historical and anticipated dividend payouts.
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Note 14— Share-Based Compensation (continued)
The following is a summary of all the Company’s RSU awards issued under both the 2019 SIP and 2023 SIP:
Non-vested Shares Shares Weighted-Average Grant-Date Fair Value
Non-vested at December 31, 2025 180,849 $ 59.43
Granted 118,192 66.16
Vested ( 62,015 ) 58.22
Forfeited ( 4,000 ) 63.34
Non-vested at June 30, 2026 233,026 $ 63.10
As of June 30, 2026, there was $ 11.1 million of total unrecognized compensation costs related to non-vested shares granted under both the 2019 SIP and 2023 SIP. The cost is expected to be recognized over a weighted average period of 1.97 years.
2023 Employee Stock Purchase Plan
In 2023, an employee stock purchase plan (“2023 ESPP”) was approved by the Board and shareholders. Upon the 2023 ESPP’s shareholder approval date of March 30, 2023, the 2023 ESPP reserved 250,000 shares of common stock for issuance to employees, subject to an annual increase in reserved shares. At June 30, 2026, 473,978 shares were available to be issued. Whole shares are sold to participants in the 2023 ESPP at 85 % of the lower of the stock price at the beginning or end of each semi-annual offering period. The first semi-annual offering period began on September 1, 2023, and the current semi-annual offering period began on March 1, 2026. Eligible employees may purchase shares in an amount that does not exceed the lesser of the IRS limit of $25,000 or 15 % of their annual salary.
The following table presents information for the 2023 ESPP for the six months ended June 30, 2026:
June 30, 2026
Shares purchased 6,917
Weighted average price of shares purchased $ 54.03
Compensation expense recognized (in 000's) $ 106.6
Stock Appreciation Rights (“SARs”)
Upon completion of the Summit Merger, Burke & Herbert assumed SAR awards that had been issued to existing employees that would continue with the same terms and conditions adjusted for the exchange ratio of 0.5043 . As part of the Summit Merger, a significant portion of SAR awards accelerated their vesting and thus did not require any future service component. Management used the Black-Scholes option-pricing model to fair value these accelerated SAR awards and included this value as part of the purchase price for the Summit Merger .
The Company also used the Black-Scholes option-pricing model to fair value the non-accelerated SAR awards that were not fully vested. The SAR awards that have been assumed by the Company, were issued in 2019, 2021, and 2023, and these SAR awards become exercisable ratably over seven years ( 14.3 % per year) and contractually expire ten years after the grant date. As of June 30, 2026, there were 106,883 SARs outstanding with a weighted average exercise price of $ 48.10 . These options have a remaining expense amount of $ 263 thousand that will be recognized throughout the next 3.10 years.
Stock Options
Upon completion of the LNKB Merger and as part of the Merger Agreement, the Company assumed incentive stock options and non-qualified stock option awards that had been issued to existing employees that will continue with the same terms and conditions, adjusted for the exchange ratio of 0.135 . As of June 30, 2026, there were 68,219 outstanding stock options with a weighted average exercise price of $ 68.43 . The stock options were acquired through the LNKB Merger and were valued upon acquisition using the Black-Scholes method. This resulted in a remaining expense on these stock options of $ 173 thousand that will be recognized throughout the next 2.4 years.
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Note 14— Share-Based Compensation (continued)
Warrants
As part of the LNKB Merger, the Company assumed stock purchase warrants that were initially issued by LNKB in connection with LNKB’s initial stock offering via private placement, giving organizers the right to purchase shares of common stock at the initial offering price of $ 10.00 per share, or $ 74.07 per share as adjusted by the LNKB Merger’s exchange ratio. For organizers, the warrants serve as a reward for bearing the financial risk of the Company’s organization by advancing “seed money” for its organizational and pre-opening expenses. The organizers’ warrants are non-voting and are exercisable for a period of ten years from the date of grant. All grants were issued during 2019. These warrants are transferable in accordance with the warrant agreement, but are not puttable to the Company. These shares may be issued from previously authorized but unissued shares of stock. To date, organizers have not exercised any warrants since their issuance. As of June 30, 2026, there were 207,560 warrants outstanding with a strike price of $ 74.07 and a total fair value of $ 2.5 million.
The Board has made no additional authorization to issue any further warrants as of June 30, 2026, and has no current plans for future issuance of warrants.
Note 15— Earnings Per Share
Basic earnings per share excludes dilution and is computed by dividing net income applicable to common shares by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential impact of contingently issuable shares. The Company uses the treasury stock method as described by ASC 260 - Earnings Per Share for each dilutive instrument when computing diluted earnings per share.
The following shows the weighted average number of shares used in computing earnings per share and the effect of weighted average number of shares dilutive potential common stock. Dilutive potential common stock has no effect on income available to common shareholders.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss) applicable to common shares (in thousands) $ 9,257 $ 29,672 $ 36,381 $ 56,648
Weighted average number of shares 18,416,204 14,998,857 16,736,101 14,987,732
Net effect of dilutive securities 82,826 24,950 106,634 33,497
Weighted average dilutive shares 18,499,030 15,023,807 16,842,735 15,021,229
Basic earnings (loss) per common share $ 0.50 $ 1.98 $ 2.17 $ 3.78
Diluted earnings (loss) per common share 0.50 1.97 2.16 3.77
The following table presents a summary of securities that could potentially dilute basic earnings per share in future periods that were included in the computation of diluted earnings per share for the periods presented.
Dilutive securities Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Stock options and stock appreciation rights 115,551 167,024 115,551 167,024
Warrants — — — —
Restricted stock units 165,442 — 169,839 —
Total dilutive securities 280,993 167,024 285,390 167,024
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Note 15— Earnings Per Share (continued)
The following table presents a summary of securities that could potentially dilute basic earnings per share in future periods that were not included in the computation of diluted earnings per share because inclusion would have been anti-dilutive for the periods presented.
Antidilutive securities Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Stock options and stock appreciation rights 17,109 26,042 17,109 26,042
Warrants 207,560 — 207,560 —
Restricted stock units 67,584 188,379 63,187 188,379
Total anti-dilutive securities 292,253 214,421 287,856 214,421
Note 16— Business Combination
Effective on May 1, 2026, Burke & Herbert completed the LNKB Merger. In the LNKB Merger, holders of LNKB Common Stock outstanding at the Effective Time of the LNKB Merger received 0.135 shares of Burke & Herbert common stock for each share of LNKB Common Stock they owned, subject to the payment of cash in lieu of fractional shares. The total aggregate consideration payable in the LNKB Merger was approximately 5,082,605 shares of Burke & Herbert common stock.
LNKB’s results of operations from May 1, 2026, were included in the Company’s results beginning with reporting as of June 30, 2026. Net interest income and income before income taxes for LNKB were estimated to be $ 18.1 million and $ 5.0 million, respectively, since the date of the acquisition through June 30, 2026, and are included in the Company’s Consolidated Statement of Income. LNKB Merger-related costs of $ 33.7 million are included in non-interest expense in the Company’s income statement for the six months ended June 30, 2026. A portion of these LNKB Merger-related costs are captured in the line item Other Operating Non-Interest Expense on the consolidated Income Statement with further description in Note 13 - Other Operating Expense . The fair value of the common shares issued as part of the consideration paid for LNKB was determined on the basis of the closing price of the Company’s common shares on the date of completion of the LNKB Merger.
We accounted for the LNKB Merger using the acquisition method of accounting in accordance with ASC 805, Business Combinations, and accordingly, the assets and liabilities of LNKB were recorded at their respective fair values on the date of completion of the LNKB Merger. We recognized goodwill of $ 82.1 million in connection with the acquisition, which is not amortized for financial reporting purposes, but is subject to annual impairment testing. The goodwill arising from the transaction is no t deductible for tax purposes and consisted largely of synergies and the cost savings resulting from the combining of the operations of the companies. The fair values of assets and liabilities are subject to refinement for up to one year after the acquisition date if any additional information relative to the acquisition date fair values becomes available. This one year period will expire during the quarter ending June 30, 2027.
The following table summarizes adjustments to or acquired goodwill subsequent to December 31, 2025 (in thousands):
Goodwill
Balance at December 31, 2025 $ 34,149
Goodwill acquired in acquisition of Burke & Herbert Wealth Services, LLC 2,104
Goodwill acquired in acquisition of LNKB 82,092
Balance at June 30, 2026 $ 118,345
The core deposit intangible represents the value of long-term deposit relationships acquired in this transaction and will be amortized over an estimated weighted average life of 7 years using an accelerated method which approximates the estimated run-off of the acquired deposits. The fair value of intangible assets related to core deposits was $ 48.2 million on the date of acquisition.
The fair value of purchased financial assets with credit deterioration was $ 80.9 million on the date of the acquisition. The gross contractual amounts receivable relating to the purchased financial assets with credit deterioration was $ 97.5 million. At acquisition, all of the securities, held-to-maturity, were reclassified as available-for-sale.
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Note 16— Business Combination (continued)
The following table details the total consideration paid for LNKB on May 1, 2026, the fair values of the assets acquired and liabilities assumed and the resulting goodwill at the acquisition date.
($ in thousands, except share information)
Consideration May 1, 2026
Common stock of LINKBANCORP, Inc. 37,652,888
Exchange ratio 0.135
Expected Burke & Herbert common stock to be issued 5,083,140
Actual Burke & Herbert common stock issued 5,082,605
Fractional common stock to be paid in cash 535
Actual Burke & Herbert common stock issued 5,082,605
Price per share of Burke & Herbert common stock issued $ 64.31
Purchase price consideration for common stock issued 326,862
Fractional common stock to be paid in cash 535
Average 10 day closing price used to pay fractional common stock $ 64.35
Cash paid for fractional shares 34
Implied value of warrants 2,505
Implied value of stock options 324
Fully diluted transaction value $ 329,725
Goodwill $ 82,092
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Note 16— Business Combination (continued)
As Recorded Estimated Estimated
by LNKB Fair Value Fair Value
($ in thousands) May 1, 2026 Adjustments May 1, 2026
Total purchase price consideration $ 329,725
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and equivalents $ 74,609 $ — 74,609
Securities, available-for-sale, at fair value 246,652 — 246,652
Securities, held-to-maturity, at amortized cost 24,832 ( 379 ) 24,453
Equity and other investments 12,504 — 12,504
Loans, gross 2,600,294 ( 22,206 ) 2,578,088
Allowance for credit losses ( 27,373 ) ( 1,134 ) ( 28,507 )
Loans, net of allowance 2,572,921 ( 23,340 ) 2,549,581
Premises and equipment, net 30,071 787 30,858
Accrued interest receivable 10,719 — 10,719
Company-owned life insurance 54,298 — 54,298
Goodwill and intangibles 72,889 ( 24,668 ) 48,221
Other assets 26,839 ( 3,212 ) 23,627
Total identifiable assets acquired 3,126,334 ( 50,812 ) 3,075,522
Deposits 2,562,680 107 2,562,787
Borrowings 175,000 — 175,000
Subordinated debentures and trust preferred securities 62,318 ( 240 ) 62,078
Unfunded reserve liability 2,507 ( 2,507 ) —
Accrued interest and other liabilities 25,667 2,357 28,024
Total liabilities 2,828,172 ( 283 ) 2,827,889
Total identifiable net assets 298,162 ( 50,529 ) 247,633
Goodwill $ 82,092
At acquisition, all of the securities, held-to-maturity were reclassified as available-for-sale.
The following table presents supplemental pro forma information as if the LNKB Merger had occurred on January 1, 2025. The unaudited pro forma information includes adjustments for non-recurring operating expenses and the related income tax effects. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effected on the assumed dates.
Three Months Ended June 30, Six Months Ended June 30,
($ in thousands) 2026 2025 2026 2025
Net Interest Income $ 102,434 $ 99,182 $ 201,059 $ 198,000
Net Income 37,275 37,284 72,155 79,828
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Note 17— Goodwill and Other Intangible Assets
The following table presents the change in goodwill for the three and six months ended June 30, 2026, and June 30, 2025, (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Beginning of period $ 36,253 $ 32,842 $ 34,149 $ 32,783
Acquired goodwill 82,092 — 84,196 —
Goodwill adjustment — 1,307 — 1,366
Impairment — — — —
End of period $ 118,345 $ 34,149 $ 118,345 $ 34,149
During the six months ended June 30, 2026, the Company recorded $ 82.1 million associated with the LNKB Merger and $ 2.1 million of additional goodwill associated with the acquisition of Burke & Herbert Wealth Services, LLC, formerly known as Piedmont Wealth Management. See Note 16 - Business Combination to the consolidated financial statements for additional detail regarding the transaction with LNKB.
The Company performs the annual goodwill impairment test on September 30 every year.
Other intangible assets consist of the core deposit intangible which is being amortized on an accelerated basis over its estimated useful life of 7 years. At the Closing Date of the LNKB Merger, the Company recorded $ 48.2 million of core deposit intangibles associated with the acquisition.
The gross carrying amount and accumulated amortization of core deposit intangibles for the three and six months ended June 30, 2026, and June 30, 2025, was as follows (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Beginning of period $ 38,063 $ 53,002 $ 41,747 $ 57,300
Core deposit intangible acquired 48,221 — 48,221 —
Amortization ( 5,530 ) ( 3,888 ) ( 9,214 ) ( 8,186 )
Impairment — — — —
Total core deposit intangible $ 80,754 $ 49,114 $ 80,754 $ 49,114
The Company reviews other intangible assets for possible impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Total amortization expense associated with intangible assets was $ 9.2 million for the six months ended June 30, 2026.
Estimated amortization expense for future years is as follows (in thousands):
Estimated Amortization
Remaining six months ending, December 31, 2026 $ 12,582
2027 22,069
2028 17,668
2029 13,267
2030 8,866
Thereafter 6,302
Total $ 80,754
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Note 18— Segment Information
The Company operates in one reportable segment, Community Banking. The Company's Chief Executive Officer has been identified as the chief operating decision maker (“CODM”). The CODM uses consolidated net income to evaluate the Company's overall operating performance and to allocate capital and other resources. While the CODM reviews information regarding the Company's products, services, revenue streams, and other operating activities, these activities are managed and evaluated on a consolidated basis. Information regarding individual business activities is reviewed for operational management purposes and not for the purpose of allocating resources among separate operating segments. Accordingly, the Company has concluded that it operates in a single reportable segment.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.