Form 4: Burke & Herbert Financial Services Corp.: Officer Reports Acquisition of Shares and Stock Appreciation Rights Following Merger with Summit Financial Group
SEC Form 4 Filing
Julie R. Markwood, Chief Accounting Officer of Burke & Herbert Financial Services Corp., reports acquisition of shares and stock appreciation rights following the merger with Summit Financial Group, Inc.
Summary
- On May 3, 2024, Julie R. Markwood, Chief Accounting Officer of Burke & Herbert Financial Services Corp., reported changes in beneficial ownership following the merger with Summit Financial Group, Inc.
- The merger, effective May 3, 2024, resulted in the conversion of Summit common stock into Burke & Herbert common stock at a rate of 0.5043 shares per Summit share.
- Markwood acquired 2,046 shares of Burke & Herbert common stock directly and 6,854 shares indirectly through an ESOP Trust, as well as 127 shares as custody for children.
- Additionally, she acquired stock appreciation rights (SARs) converted from Summit SARs into Burke & Herbert SARs with varying exercise prices and expiration dates.
Sentiment
Score: 7
Explanation: The document is a routine filing related to a merger, indicating a positive corporate action. The sentiment is neutral to slightly positive as it reflects the completion of a strategic transaction.
Positives
- The merger with Summit Financial Group has been completed, resulting in the acquisition of shares and stock appreciation rights by the reporting officer.
- The reporting officer now holds a significant number of shares and stock appreciation rights in Burke & Herbert Financial Services Corp.
Industry Context
The merger reflects a trend of consolidation within the financial services industry, where companies seek to achieve greater scale and efficiency.
Stakeholder Impact
- Shareholders of Summit Financial Group received Burke & Herbert shares as a result of the merger.
- Employees of both companies may experience changes as a result of the integration.
Key Dates
| Date | Description |
|---|---|
| 08/24/2023 | Date of the Agreement and Plan of Reorganization between Burke & Herbert and Summit Financial Group, Inc. |
| 02/09/2017 | Original date of some of the Stock Settled Appreciation Rights |
| 02/07/2019 | Original date of some of the Stock Settled Appreciation Rights |
| 07/15/2021 | Original date of some of the Stock Settled Appreciation Rights |
| 02/09/2023 | Original date of some of the Stock Settled Appreciation Rights |
| 05/02/2024 | Closing price of Burke & Herbert's common stock was $51.67 per share. |
| 05/03/2024 | Date of the merger between Burke & Herbert and Summit Financial Group, Inc. (Closing Date) |
| 05/06/2024 | Date of the Form 4 filing. |
| 02/09/2027 | Expiration date of some of the Stock Settled Appreciation Rights |
| 02/07/2029 | Expiration date of some of the Stock Settled Appreciation Rights |
| 07/15/2031 | Expiration date of some of the Stock Settled Appreciation Rights |
| 02/09/2033 | Expiration date of some of the Stock Settled Appreciation Rights |
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