Burke & Herbert Financial Services Corp美股招股说明书(2026-02-06版)

To the Shareholders of Burke & Herbert Financial Services Corp. and LINKBANCORP,Inc. MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of Burke & Herbert Financial Services Corp. (“Burke & Herbert”)and LINKBANCORP, Inc. (“LNKB”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed acquisition of LNKB by Burke & Herbert. We are requesting that youtake certain actions as a holder of Burke & Herbert common stock (a “Burke & Herbert shareholder”) or asa holder of LNKB common stock (a “LNKB shareholder”). On December18, 2025, Burke & Herbert and LNKB entered into an Agreement and Plan of Mergerand accompanying Plan of Merger (as may be amended, modified or supplemented from time to time inaccordance with its terms, the “merger agreement”), pursuant to which LNKB will merge with and intoBurke& Herbert (the “merger”), with Burke & Herbert as the continuing corporation (the “continuingcorporation” or “Burke & Herbert,” as the case may be). Immediately following the merger, LINKBANK, aPennsylvania-chartered commercial bank (“LINKBANK”) and a wholly-owned direct subsidiary of LNKB,will merge with and into Burke & Herbert Bank & Trust Company, a Virginia banking corporation (“B&HBank”) and a wholly-owned direct subsidiary of Burke & Herbert (the “bank merger,” and together with themerger, the “mergers”), with B&H Bank as the continuing bank (the “continuing bank” or “B&H Bank,” asthe case may be). In the merger, LNKB shareholders will receive 0.1350 shares of Burke & Herbert common stock foreach share of LNKB common stock they own (the “exchange ratio”), subject to the payment of cash in lieuof fractional shares (“merger consideration”). Based on the $69.45 closing price of Burke & Herbert’scommon stock on the Nasdaq Stock Market LLC (“Nasdaq”) on December17, 2025, the last trading daybefore the public announcement of the merger, the exchange ratio represented approximately $9.38 in valuefor each share of LNKB common stock, representing merger consideration of approximately $354.2millionon an aggregate basis. Based on the $63.43 closing price of Burke & Herbert common stock on Nasdaq onJanuary28, 2026 the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, the exchange ratio represented approximately $8.56 in value for each share of LNKB commonstock, representing merger consideration of approximately $323.4 million on an aggregate basis. Burke & Herbert shareholders will continue to own their existing shares of Burke & Herbert commonstock. The value of the Burke & Herbert common stock at the closing date of the merger (the “closing date”)could be greater than, less than or the same as the value of Burke & Herbert common stock on the date ofthe accompanying joint proxy statement/prospectus.We urge you to obtain current market quotations ofBurke & Herbert common stock (Nasdaq trading symbol “BHRB”) and LNKB common stock (Nasdaq tradingsymbol “LNKB”). The merger is intended to qualify as a “reorganization” within the meaning of Section368(a) of theInternal Revenue Code of 1986, as amended. Accordingly, LNKB shareholders generally will not recognizeany gain or loss for federal income tax purposes on the exchange of shares of LNKB common stock forBurke& Herbert common stock in the merger, except with respect to any cash received by such holders inlieu of fractional shares of Burke & Herbert common stock. Based on the exchange ratio and the number of shares of LNKB common stock outstanding or reservedforissuance for LNKB equity awards as of January 28,2026,Burke&Herbert expects to issueapproximately 5.1 million shares of Burke & Herbert common stock to LNKB shareholders in the aggregatein the merger. We estimate that former LNKB shareholders will own approximately 25% and existing Burke& Herbert shareholders will own approximately 75% of the common stock of Burke & Herbert followingthe completion of the merger. The special meeting of LNKB shareholders will be held on virtually via the Internet on March 25, 2026at 8:00 a.m., Eastern Time. The special meeting of Burke & Herbert shareholders will be held virtually viathe Internet on March25, 2026 at 8:00 a.m., Eastern Time. At our respective special meetings, in addition toother business, Burke & Herbert will ask its shareholders to approve the merger agreement and thetransactions contemplated thereby (the “Burke & Herbert merger proposal”), and LNKB will ask its shareholders toapprove the merger agreement and the transactions contemplated thereby (the “LNKB merger proposal”).Information about these meetings and the merger is contained in the accompanying joint proxy statement/prospectus.In particular, see the section entitled “Risk Factors” beginning on page29. We urge you to read theaccompanying joint proxy statement/prospectus carefully and in its entirety. Whether or not you plan to attend your special meeting, please vote as soon as po