Burke & Herbert Proposes Fixed-to-Floating Subordinated Notes Due 2036

What Happened

• On September 28, 2026, Burke & Herbert Financial Services Corp. filed a preliminary prospectus supplement under its Form S‑3 registration statement proposing to offer and sell a newly issued series of Fixed‑to‑Floating Rate Subordinated Notes due 2036 (the “Notes”).
• The company made an investor presentation available for management to use in meetings with potential purchasers; that presentation is filed as Exhibit 99.1 to the 8‑K. The underlying Form S‑3 (File No. 333‑283261) was declared effective by the SEC on December 11, 2024.

Key Details

• Filing date: September 28, 2026 (preliminary prospectus supplement).
• Security: Fixed‑to‑Floating Rate Subordinated Notes due 2036 (newly issued series).
• Registration: Offered under Form S‑3 (File No. 333‑283261), declared effective December 11, 2024.
• Investor presentation describing the proposed offering is attached as Exhibit 99.1 to the 8‑K.

Why It Matters

• This 8‑K signals the company’s intent to raise long‑term subordinated debt, which, if issued, would increase Burke & Herbert’s total liabilities and affect its future interest expense and capital structure.
• Subordinated notes rank below senior debt for repayment priority; their issuance can influence credit metrics and investor assessment of the company’s leverage.
• Investors should watch for follow‑on SEC filings that disclose the offering size, pricing, interest terms, and closing details to assess the concrete financial impact.