LINKBANCORP, Inc. 8-K

What Happened

• LINKBANCORP, Inc. (LNKB) completed its merger with Burke & Herbert Financial Services Corp. effective May 1, 2026. Under the merger, LNKB merged into Burke & Herbert (surviving corporation) and LNKB’s bank subsidiary, LINKBANK, merged into Burke & Herbert Bank & Trust Company (surviving bank). At the effective time, each outstanding share of LNKB common stock was converted into the right to receive 0.1350 shares of Burke & Herbert common stock; fractional shares will be paid in cash.

Key Details

• Effective date: May 1, 2026 (Closing Date). Nasdaq trading in LNKB shares was suspended at the close of business April 30, 2026 and LNKB common stock is no longer listed on Nasdaq.
• Equity treatment: time‑vesting restricted LNKB shares vested and received the merger consideration; outstanding restricted stock units vested, were canceled, and converted into the merger consideration; outstanding stock options were assumed and converted into Burke & Herbert options using the 0.1350 exchange ratio (shares rounded down; exercise price adjusted by dividing by the exchange ratio and rounded up to the nearest cent). Warrants were converted on the same exchange ratio and pricing rules.
• Corporate changes: LNKB ceased to exist by operation of law; Burke & Herbert’s existing Articles and Amended and Restated Bylaws remain in effect for the surviving company.
• Board change: two current LNKB directors, Diane Poillon and Kristen Snyder, were appointed to Burke & Herbert’s board as independent directors per the merger agreement.
• Filing plans: LNKB (or successor Burke & Herbert) intends to file Form 15 to deregister LNKB common stock under Section 12(g) and to suspend reporting under Section 15(d) as promptly as practicable.

Why It Matters

• For LNKB shareholders, the merger converts their LNKB shares into Burke & Herbert stock at a fixed exchange ratio (0.1350), with cash for any fractional shares—this changes the nature and listing status of their holdings (LNKB stock no longer trades on Nasdaq).
• Equity holders with options, RSUs or restricted shares should note the automatic vesting/conversion or assumption mechanics and the adjusted exercise prices; tax withholding provisions still apply.
• The corporate consolidation eliminates LNKB as a standalone public company and will shift reporting, governance and trading to Burke & Herbert as the surviving entity.