Form 4: Burke & Herbert EVP, Chief Experience Officer, Angela R. Zirk, Reports Beneficial Ownership Changes Following Merger with Summit Financial Group

Sentiment:

SEC Form 4


Angela R. Zirk, EVP, Chief Experience Officer of Burke & Herbert Financial Services Corp., reports changes in beneficial ownership following the merger with Summit Financial Group, including the acquisition of common stock and conversion of stock appreciation rights.

Summary

  • Angela R. Zirk, an executive at Burke & Herbert Financial Services Corp., filed a Form 4 on May 6, 2024, reporting changes in beneficial ownership.
  • The changes are a result of the merger between Burke & Herbert and Summit Financial Group, which closed on May 3, 2024.
  • As part of the merger agreement, Summit common stock held by Zirk was converted into Burke & Herbert common stock at a rate of 0.5043 shares per Summit share.
  • Zirk acquired 617 shares of Burke & Herbert common stock directly and 1,911 shares indirectly through an ESOP Trust.
  • Additionally, Summit stock appreciation rights (SARs) held by Zirk were converted into Burke & Herbert SARs.
  • The converted SARs have various exercise prices and expiration dates, with the underlying security being Burke & Herbert common stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive as the merger has been completed and the executive now holds shares and rights in the combined entity. The Form 4 filing is a routine event following such a transaction.

Positives

  • The merger between Burke & Herbert and Summit Financial Group has been completed.
  • Angela R. Zirk now holds shares and stock appreciation rights in the combined entity, Burke & Herbert.

Industry Context

The merger reflects a trend of consolidation in the financial services industry, where companies seek to achieve economies of scale and expand their market presence.

Stakeholder Impact

  • Shareholders of Summit Financial Group have received Burke & Herbert shares as a result of the merger.
  • Employees of both companies are now part of the combined entity.
  • Customers of both companies will be served by the merged entity.

Key Dates

DateDescription
08/24/2023Date of the Agreement and Plan of Reorganization between Burke & Herbert and Summit Financial Group.
04/23/2015Initial date of some of the Stock Settled Appreciation Rights.
02/09/2017Initial date of some of the Stock Settled Appreciation Rights.
02/07/2019Initial date of some of the Stock Settled Appreciation Rights.
07/15/2021Initial date of some of the Stock Settled Appreciation Rights.
02/09/2023Initial date of some of the Stock Settled Appreciation Rights.
05/02/2024Closing price of Burke & Herbert's common stock was $51.67 per share.
05/03/2024Closing Date of the merger between Burke & Herbert and Summit Financial Group; date of transaction.
05/06/2024Date of Form 4 filing.
04/23/2025Expiration date of some of the Stock Settled Appreciation Rights.
02/09/2027Expiration date of some of the Stock Settled Appreciation Rights.
02/07/2029Expiration date of some of the Stock Settled Appreciation Rights.
07/15/2031Expiration date of some of the Stock Settled Appreciation Rights.
02/09/2033Expiration date of some of the Stock Settled Appreciation Rights.

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