Form 8-K

8-K — Burke & Herbert Financial Services Corp.

Accession: 0001104659-26-111191

Filed: 2026-09-28

Period: 2026-09-28

CIK: 0001964333

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2626015d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2626015d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2626015d1_8k.htm · Sequence: 1

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0001964333

2026-09-28

iso4217:USD

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

——————————————————————————

FORM 8-K

——————————————————————————

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

September 28, 2026

Date of Report (date of earliest event reported)

——————————————————————————

Burke & Herbert Financial Services Corp.

(Exact name of registrant as specified in its

charter)

——————————————————————————

Virginia

001-41633

92-0289417

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

100 S. Fairfax Street

Alexandria, VA 22314

(Address of principal executive offices and

zip code)

(703) 666-3555

(Registrant’s telephone number, including

area code)

——————————————————————————

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.50

BHRB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01 Other Events.

On September 28, 2026, Burke & Herbert

Financial Services Corp. (the “Company”) filed a preliminary prospectus supplement to the prospectus, dated September

28, 2026, contained in its registration statement on Form S-3 (File No. 333-283261) declared effective by the Securities and

Exchange Commission on December 11, 2024, pursuant to which the Company is proposing to offer and sell a newly issued series of

Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”).

In connection with the proposed offering and sale

of the Notes, the Company made available an investor presentation (the “Investor Presentation”) to be used by members of management

in meetings with potential purchasers of the Notes. A copy of the Investor Presentation is filed as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.

Description

99.1

Burke & Herbert Financial

Services Corp. investor presentation

104

Cover Page Interactive Data

File – the cover page iXBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Burke & Herbert Financial Services Corp.

Date: September 28, 2026

By:

/s/ Kirtan Parikh

Name:

Kirtan Parikh

Title:

Executive Vice President, CFO

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2626015d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

September 2026

Fixed Income Investor Presentation

Forward-Looking Statements

This presentation contains statements that Burke & Herbert Financial Services Corp. (the “Company”) believes are, or may be considered to be, “forward-looking statements,” within the meaning of the Private Securities

Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the beliefs, goals, intentions, and expectations of

the Company regarding matters such as the Company’s merger with LINKBANCORP, Inc. (“LNKB”) and the expected cost savings, synergies, returns, and other anticipated benefits from the integration of LNKB; revenues,

earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; estimates of the future costs and benefits of the actions the Company may take; assessments of expected losses on

loans; assessments of interest rate and other market risks; ability to achieve the Company’s financial and other strategic goals; and other statements that are not historical facts.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on current beliefs, expectations, or assumptions regarding the future of the business, future plans and

strategies, operational results, and other future conditions of the Company. All statements other than statements of historical fact included in this presentation regarding the prospects of the Company’s industry or the

Company’s prospects, plans, financial position, or business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such

as “plans,” “expects” or “does not expect,” “is expected,” “look forward to,” “budget,” “scheduled,” “estimates,” “forecasts,” “will continue,” “intends,” “the intent of,” “have the potential,” “anticipates,” “does not

anticipate,” “believes,” “should,” “should not,” or variations of such words and phrases that indicate that certain actions, events, or results “may,” “could,” “would,” “might,” or “will,” “be taken,” “occur,” or “be achieved,”

or the negative of these terms or variations of them or similar terms. Additionally, forward–looking statements speak only as of the date they are made; the Company does not assume any duty, does not undertake, and

specifically disclaims any obligation to update such forward–looking statements, whether written or oral, that may be made from time to time, whether because of new information, future events, or otherwise, except as

required by law. Furthermore, because forward–looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such

forward-looking statements because of a variety of factors, many of which are beyond the control of the Company. Further, factors identified herein are not necessarily all of the factors that could cause the Company’s

actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm the

Company. Accordingly, you should consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by the Company and not place undue reliance on forward-looking statements. The risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to, the following: the possibility that the

anticipated benefits of the merger with LNKB (the “LNKB Merger”) will not be realized when expected or at all, including as a result of the impact of, or problems arising from (if any), the integration of the two companies or

as a result of the strength of the economy and competitive factors in the areas where the Company does business; costs or difficulties associated with newly developed or acquired operations; the possibility that the

Company may be unable to achieve expected synergies and operating efficiencies of the LNKB Merger within the expected timeframes or at all and to successfully integrate LNKB’s operations and those of the Company;

that the integration of LNKB may be more difficult, time-consuming or costly than expected; revenues following the LNKB Merger may be lower than expected; the Company’s success in executing its business plans and

strategies and managing the risks involved in the foregoing; risks related to the potential impact of global macroeconomic conditions and changes in general economic, political and market factors on the integration of LNKB

or the Company’s operations generally (either nationally or locally in the areas in which the Company conducts, or will conduct, business), including inflation, changes in interest rates, market volatility and monetary

fluctuations, and changes in federal government policies and practices, including the impact with respect to spending on industries concentrated in the Company’s market area, as well as the impact from tariffs on the

markets the Company serves; increased competition; changes in consumer confidence and demand for financial services, including changes in consumer borrowing, repayment, investment, and deposit practices; changes in

asset quality and credit risk; our ability to control costs and expenses; adverse developments in borrower industries or declines in real estate values; changes in and compliance with federal and state laws and regulations

that pertain to our business and capital levels; our ability to raise capital as needed; the impact, extent and timing of technological changes; the effects of any cybersecurity breaches or events; the development and use of

artificial intelligence (“AI”) in business processes, services, and products, including emerging external focus among regulators and other officials related to risks in connection with the development and use of AI; the

potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts and tensions, or public health events (such as pandemics), and of governmental

and societal responses thereto; and the other factors discussed in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” section of the Company's Annual Report on

Form 10–K for the year ended December 31, 2025.

Disclaimer

This presentation is not an offer to sell securities, and the Company is not soliciting an offer to buy securities in any jurisdiction where such offer or sale is not permitted. Neither the

Securities and Exchange Commission (“SEC”), the Federal Deposit Insurance Corporation (“FDIC”), nor any state securities commission has approved or disapproved of the securities

of the Company or passed upon the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offense. The Company’s subordinated notes are not a

deposit account of its subsidiary bank and are not insured by the FDIC or any other governmental agency. This presentation shall not constitute an offer to purchase or the solicitation

of an offer to sell the Company’ssubordinated notes. Except as otherwise indicated, this presentation speaks as of the date hereof.

The offering of subordinated notes is being made pursuant to a shelf registration statement (File No. 333-283261) (including base prospectus), filed by the Company with the SEC on

December 6, 2024. The Company filed a preliminary prospectus supplement on September 2026 with the SEC for the offering to which this presentation relates. Before you

invest, you should read the prospectus and the preliminary prospectus supplement included in the registration statement and other documents the Company has filed with the SEC

for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at sec.gov. Alternatively, the

Company, any underwriter or any dealer participating in the offering will arrange to send you copies of the prospectus and the preliminary prospectus supplement relating to the

proposed offering if you request it by contacting Keefe, Bruyette & Woods, Inc., a Stifel Company, by emailing USCapitalMarkets@kbw.com.

Certain information contained in this presentation relates to or is based on publications and other data obtained from third-party sources. While the Company believes these third-party sources to be reliable as of the date of this presentation, the Company has not independently verified, and makes no representation as to the adequacy, fairness, accuracy or

completeness of, any information obtained from third-party sources. The delivery of this presentation shall not, under any circumstances, create any implication that there has been

no change in the affairs of the Company after the date hereof.

28,

Non-GAAP Financial Measures

This presentation contains certain financial measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America

(“GAAP”). Management uses these non-GAAP financial measures to assess the performance of the Company’s core business and the strength of its capital position. Management

believes that these non-GAAP financial measures provide meaningful additional information about the Company to assist investors in evaluating operating results, financial strength,

and capitalization. The non-GAAP financial measures should be considered as additional views of the way the Company’s financial measures are affected by significant charges for

credit costs and other factors. These non-GAAP financial measures should not be considered as a substitute for operating results determined in accordance with GAAP and may not be

comparable to other similarly titled measures of other companies. For a reconciliation of the non-GAAP financial measures used herein to the most directly comparable financial

measures prepared in accordance with GAAP, see the appendix to this presentation.

Offering Overview

(1) An explanation of the significance of ratings may be obtained from the rating agency. Generally, rating agencies base their ratings on such material and information,

and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the subordinated notes should be evaluated independently from

similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension,

reduction or withdrawal at any time by the assigning rating agency. No report of any rating agency is incorporated by reference herein. (2) Please see appendix for detail

of the specific tranches of subordinated debt to be redeemed in conjunction with the transaction.

Issuer Burke & Herbert Financial Services Corp. (NASDAQ: BHRB)

Security Offered Fixed-to-Floating Rate Subordinated Notes due 2036

Offering Size $100 million

Expected Security Rating BBB- (Positive) by Kroll Bond Rating Agency 1

Format SEC Registered

Term 10 Years

Call 5 Years

Use of Proceeds

Sole Manager Keefe, Bruyette & Woods, A Stifel Company

The Company will use the proceeds from the offering plus cash on hand to redeem up to $117.6 million in aggregate principal

amount of outstanding subordinated debt, plus up to $15.0 million aggregate liquidation preference of outstanding preferred stock

and for general corporate purposes, including providing capital to Burke & Herbert Bank & Trust to support its growth2

Executive Leadership

David Boyle

Chairman & Chief Executive Officer

▪ Chairman since January 2023, Chief Executive Officer since 2020

▪ President & Chief Operating Officer (2019 – 2020)

▪ Executive VP & Chief Financial Officer, Orrstown Bank (2012 – 2019)

▪ Executive roles at PNC / National City (2005 – 2012)

Roy Halyama

President

▪ President since July 2026

▪ Executive VP & Chief Financial Officer (2021 – 2026)

▪ Chief Financial Officer, PNC Capital Finance (2019 – 2021)

▪ 30+ years of experience in the banking industry

Kirtan Parikh

EVP, Chief Financial Officer

▪ Chief Financial Officer since July 2026

▪ Director of Strategy (2024 – 2026)

▪ Chief Accounting Officer (2021 – 2024)

▪ 20+ years of accounting and finance experience, including fellowship at the OCC

Cedar Hintelmann

EVP, Chief Credit Officer

▪ Chief Credit Officer since March 2025

▪ Executive VP, Credit Officer (Mid-Atlantic), M&T Bank (2022 – 2025)

▪ Senior Credit Officer, M&T Bank (2012 – 2022)

▪ 25+ years of credit experience in the financial services industry

Geoff Boyle

EVP, Chief Investment Officer

▪ Chief Investment Officer since September 2025

▪ Treasurer (2023 – 2025)

▪ Senior Investment Officer (2021 – 2023)

▪ Associate Director, Hedge Accounting, Chatham Financial (2018 – 2021)

Company Overview

Delaware

Maryland

West Virginia

Kentucky Virginia

Pennsylvania

Lexington

Charleston

Huntington

Bluefield

Richmond

Harrisonburg

Moorefield

Morgantown Martinsburg

Washington D.C.

Harrisburg

Allentown

Overview

Headquarters: Alexandria, VA

174 Years Providing Service Beyond Expectations

More than 100 locations across 6 states

Total Assets

$11.0 Billion

Market Cap

$1.5 Billion

Total Gross Loans

$8.0 Billion

Total Deposits

$9.0 Billion

Return on Average Assets /

Adjusted1

0.37% / 1.50%

Return on Average Common Equity

/ Adjusted1

3.53% / 14.27%

Market Data Source: S&P Capital IQ Pro and FactSet; Market data as of September 2, 2026; Branch Counts as of the time of the closing of each acquisition, excluding

closed branches. Financial results as of or for the quarter ended June 30, 2026; Returns are annualized. (1) Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure.

Former

(57 Branches)

(26 Branches)

102 Branches

Fredericksburg

Market Data Source: S&P Capital IQ Pro; Deposit market share and demographic data as of June 30, 2025.

Diverse Deposit Base Across Attractive Markets

West Virginia

Branches: 28

Deposits: $2.3bn

Pennsylvania

Branches: 8

Deposits: $1.2bn

Other

Branches: 6

Deposits: $340mm

Virginia

Branches: 42

Deposits: $4.1bn

Maryland

Branches: 18

Deposits: $908mm

Delaware

Kentucky

Key Demographic Highlights

Total Market Deposits $326.8bn

2031 Median HHI $110.6k

2026 – 2031 HHI Growth 10.81%

Total Market Deposits $47.0bn

2031 Median HHI $72.0k

2026 – 2031 HHI Growth 9.75%

Total Market Deposits $543.2bn

2031 Median HHI $91.7k

2026 – 2031 HHI Growth 10.91%

Total Market Deposits $199.8bn

2031 Median HHI $116.7k

2026 – 2031 HHI Growth 8.94%

Core Values

Driven by our values, we

endeavor to be your

quintessential community

bank — delivering service

beyond expectations

Serve & Lead

We are dedicated to serving our

customers and our teams, leading

with quiet confidence and integrity to

inspire the trust of all those we serve.

Deliver More

We're driven to go above and beyond,

continually innovating and improving

on how we deliver the best possible

experiences and outcomes for all

those we serve.

Elevate Everyone

We embrace our differences and

respect everyone's unique

contributions. We seek to empower

individuals through our actions and

words because we believe that when

one succeeds, we all succeed.

Always Invested

We take ownership and responsibility

for our work and are invested in the

long-term success of our customers,

colleagues, and communities.

Our Value Proposition

Strong & Consistent

Financial Performance

Market Leadership in a

High-Growth Region

Community Banking

with a Competitive

Edge

• Well-capitalized and resilient with low earnings volatility across economic

cycles

• Moderate risk profile with a fortress balance sheet

• Stable deposit base with loyal customer retention

• Our goal is to consistently deliver top quartile returns relative to our peers

• Headquartered in historic Alexandria, VA, a prime location in the D.C. metro

area

• Strong presence in Northern VA’s affluent, high-income markets

• Organic and inorganic growth opportunities exist for deeper market

penetration

• Relationship-driven banking model vs. larger impersonal regional and super-regional banks

• Fast, local decision-making for businesses and individuals

• Longstanding trust gives us a competitive edge in our markets

• Seasoned management team with large bank experience

Continue to Maintain &

Expand Our Trusted Advisor

Relationship Model

Expand Existing Markets &

Pursue New Market

Opportunities

Deliver our Full Suite of

Market Expected Products &

Services

Unmatched Legacy &

Reputation

• Oldest continuously operated bank in Virginia with 170+ years of trust

• Multi-generational customer relationships, deeply embedded in the

community

• Publicly traded, yet maintain a family-owned culture with a long-term view

Future Growth and Innovation –

Three Pillars of our Strategic Plan

12 0.07% 0.06% 0.09%

0.27%

0.39%

0.19%

0.10% 0.00% 0.05% 0.01% 0.00%

0.27%

0.00% (0.03%)

0.22%

0.00%

0.18%

0.00% 0.03% 0.05% 0.04%

0.39%

0.59%

1.41%

2.56% 2.56%

1.57%

1.10%

0.69%

0.49% 0.44% 0.47% 0.50% 0.48% 0.51% 0.50%

0.25% 0.27%

0.51%

0.68% 0.63% 0.58%

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

YTD

BHRB Industry Average

Historical Net Charge-Offs

Net Charge Offs / Average Loans

Market Data Source: S&P Capital IQ Pro, Federal Reserve Bank of St. Louis (Federal Reserve Economic Data - FRED), Federal Deposit Insurance Corporation (FDIC);

Financial data as of respective quarter ended; Industry average includes all FDIC-Insured Institutions; BHRB data per bank level regulatory filings, where GAAP

unavailable. (1) 2026 YTD data for the six month period ended June 30, 2026.

Financial Overview

June 30, March 31,

($ in thousands, except for per share data) 2026 2026

3 months ended 3 months ended

Net income applicable to common shares $ 9,257 $ 27,124

Addback significant items (tax effected):

Merger-related expenses 28,221 1,114

Total significant items 28,221 1,114

Operating net income1 $ 37,478 $ 28,238

Weighted average dilutive shares 18,499,030 15,131,481

Adjusted diluted EPS1 $ 2.03 $ 1.87

Non-interest expense $ 93,506 $ 51,381

Remove significant items:

Merger-related expenses 32,387 1,410

Total significant items 32,387 1,410

Adjusted non-interest expense1 $ 61,119 $ 49,971

2Q2026 At a Glance

Highlights Operating Net Income1

Loan to Deposit Ratio

89.2%

Brokered Deposit %

1.3%

Book Value

$59.10 per common share

Tangible Book Value1

$49.23 per common share

Financial results as of or for the quarter ended June 30, 2026, unless indicated otherwise. (1) Please refer to the appendix for a reconciliation of the non-GAAP financial

measure to the most directly comparable GAAP measure.

$9.3 million

Net Income to

Common

$0.50

Diluted Earnings

per Share

1.18%

Allowance Coverage Ratio

14.42%

Total Risk-Based Capital Ratio

$37.5 million

Operating

Net Income1

$2.03

Adjusted Diluted

Earnings per Share1

4.06%

Net Interest

Margin

4.15%

FTE Net Interest

Margin1

Efficiency

Ratio

87.5%

Adjusted

Efficiency Ratio1

57.2%

Delaware

Maryland

West Virginia

Kentucky Virginia

Acquired Branches

BHRB

Pennsylvania

Lexington

Charleston Huntington

Bluefield

Richmond

Harrisonburg

Moorefield

Morgantown Martinsburg

Washington D.C.

Harrisburg

Allentown

Impacts at a Glance

LINKBANCORP Merger Overview

Transaction Overview

Structure 100% common stock;

0.1350x per LNKB share

Consideration

at Close

$329.7 million fully diluted

transaction value

Attractive

Financial

Metrics

Provided meaningful EPS

accretion while building on

our peer leading profitability

Enhanced

Scale

Leverages our infrastructure

build and $10B asset

threshold preparedness with

limited Durbin impact

Announced December 18, 2025

Closed May 1, 2026

▪ Created an ~$11B1 Mid-Atlantic community bank with a growing regional footprint

▪ Deepened the Company’s presence in existing markets while expanding into demographically and

culturally consistent Pennsylvania markets

(1) Financial results as of the quarter ended June 30, 2026.

(in millions) unless otherwise noted

Forecasted at

Announcement1

Reported as of

June 30, 2026

Accretable loan rate mark $35.7 $55.4

Core deposit intangible 45.1 48.2

Time deposit mark 0.2 0.2

Subordinated-debt mark (3.5) 0.5

Goodwill creation 105.6 82.1

Leverage ratio 9.7% 11.1%

Common equity tier 1 ratio 11.4% 11.8%

Tier 1 capital ratio 11.7% 12.1%

Total capital ratio 13.9% 14.4%

LNKB Announcement Estimates vs. 2Q2026 Actual

(1) Estimated at December 18, 2025, assuming June 30, 2026, closing date. (2) Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the

most directly comparable GAAP measure.

• Accretable loan rate mark came in at $55.4

million versus $35.7 million, driven by rate

changes; remaining marks largely in-line with

initial modeling

• Tangible book value dilution of 7.5%; tangible

book value per share2 of $49.23 and tangible

common equity / tangible assets ratio2 of 9.2%

• Stronger capital ratios than modeled at the date

of announcement

• Goodwill of $82.1 million is $23.5 million below

the $105.6 million modeled, primarily driven by

lower ending BHRB stock price at close

$6,515 $6,404 $6,332

$8,968

2024 2025 1Q2026 2Q2026

$5,672 $5,388 $5,405

$8,000

2024 2025 1Q2026 2Q2026

$7,812 $7,921 $7,928

$10,991

2024 2025 1Q2026 2Q2026

Total Assets

Balance Sheet Highlights ($ in millions)

Gross Loans HFI Total Deposits

59.8% 56.6% 56.3% 56.0%

60.7%

87.5%

59.8% 56.6% 56.3% 56.0% 59.0% 57.2%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

4.13% 4.18% 4.11% 4.17% 4.00% 4.08% 4.04% 4.11% 4.00% 4.09% 4.06% 4.15%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

16.5% 17.4% 16.6%

15.6%

13.9%

4.1%

16.5% 17.4% 16.6%

15.6%

14.4%

16.5%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

1.41%

1.51% 1.50% 1.49%

1.39%

0.37%

1.41%

1.51% 1.50% 1.49% 1.45% 1.50%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

Net Interest Margin

Return on Average Tangible Common Equity

ROATCE (non-GAAP)1 Adjusted ROATCE1 2

Profitability Metrics

Return on Average Assets

Efficiency Ratio

Quarterly data for three months ended. (1) Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP

measure. (2) Excludes merger related expenses.

ROAA (GAAP) Adjusted ROAA1 2

Reported FTE1 Efficiency Ratio (GAAP) Adjusted Efficiency Ratio1 2

3.5%

1.7%

0.5% 0.5%

(0.4%)

(300) (200) (100) 100 200

6.96% 6.90% 6.76% 6.79% 6.64% 6.54%

1.99% 1.90% 1.87% 1.80% 1.71% 1.75%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

$73.0 $74.2 $73.8 $74.9 $71.8

$93.0

$73.9 $75.3 $75.1 $76.3 $73.5

$95.1

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

• Net interest income increased $21.2 million QoQ to $93.0 million,

primarily reflecting the addition of LNKB, with higher interest income

partially offset by increased funding costs

• FTE net interest margin1 expanded 6 bps QoQ to 4.15%, benefiting from

the acquired asset base and higher securities yields, partially offset by

lower loan yields and higher funding costs

• Purchase-accounting accretion contributed 34 bps to 2Q2026 NIM,

versus 31 bps in 1Q2026

Net Interest Income ($ in millions)

Reported FTE1

Yield on Loans Cost of Deposits

% Change in Future

Net Interest Income

Yield on Loans and Cost of Deposits

Net Interest Income 2Q2026 Interest Rate Sensitivity

2Q2026 Highlights

(1) Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure.

$10.0

$12.9

$11.6 $11.6

$12.9

$13.8

12.1%

14.8% 13.6% 13.4% 15.2%

13.0%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

Fiduciary and Wealth

Management

22%

Service Charges

and Fees

17%

Income from

Company-Owned Life

Insurance

23%

Bank Debit and Other

Card Revenue

25%

Other

13%

Non-Interest Income

(1) Includes net loss on securities recognized during the second quarter of 2026 of $1.9 million.

Non-Interest Income ($ in millions)

NII (GAAP) NII / Revenue (GAAP)

• Non-interest income increased approximately $1.0 million QoQ to $13.8

million, driven by company-owned life insurance income, debit-card

revenue and other income

• On a year-to-date basis, non-interest income increased 16.6% to $26.7

million, reflecting the LNKB merger and the wealth management

acquisition

• 2Q2026 includes a $1.9 million net loss on securities sales; majority of

this loss was related to the repositioning of the LNKB portfolio in

connection with the merger

$13.8 million

2Q2026 Composition

2Q2026 Highlights

$49.7 $49.3 $48.1 $48.5 $51.4

$93.5

$50.0

$61.1

59.8% 56.6% 56.3% 56.0% 60.7%

87.5%

59.8% 56.6% 56.3% 56.0% 59.0% 57.2%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

Non-Interest Expense

Adjusted NIE1 2 Adjusted Efficiency Ratio1 2

NIE (GAAP) Efficiency Ratio (GAAP)

(1) Please refer to the appendix for a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP measure. (2) Excludes merger related

expenses.

Non-Interest Expense ($ in millions) 2Q2026 Composition

2Q2026 Highlights

• Reported non-interest expense of $93.5 million includes $32.4 million of

merger-related expense; adjusted non-interest expense1 was $61.1 million

• Excluding merger-related items, adjusted non-interest expense1 was $61.1

million and the adjusted efficiency ratio1

improved to 57.2%, versus 59.0%

in 1Q2026

• Salaries and wages increased $20.1 million year over year to $41.4 million,

primarily due to the LNKB transaction

• Systems and operational integration was completed in June 2026, making

3Q2026 the first quarter reflecting a fully converted operating platform

Core Deposit

Intang. Amort.

Other

26%

Equip. Rentals,

D&A

Occupancy

7% Pensions and Other

Employee Benefits

Salaries and

Wages

44%

FDIC and Other

Reg. Assessments

ATM, Card

And Network

Salaries and

Wages

41%

Pensions and Other

Employee Benefits

Occupancy

Equip. Rentals,

D&A

Other

20%

Core Deposit

Intang. Amort.

ATM, Card

And Network

GAAP:

$93.5 million

Adjusted1

$61.1 million

FDIC and Other

Reg. Assessments

Loan Portfolio and Asset Quality

• Originations of new relationship-based commitments totaled

$333.0 million

• The commercial real estate (CRE) portfolio is well-diversified

across asset classes:

- Regulatory CRE as a percentage of Bank total risk-based

capital was 335% as of June 30, 2026

• In line with our overall strategy, we are focused on

commercial & industrial loan growth and greater portfolio

granularity

• Approximately 50% of the loan portfolio is fixed rate

Loan Portfolio as of 2Q2026

2Q2026 Composition 2Q2026 Highlights

Residential

20.1%

Owner-Occupied CRE

14.4%

Commercial & Industrial

10.5%

AD&C

5.7%

Consumer

0.6%

Commercial Real Estate

48.7%

$8.0

Billion

Owner-Occupied CRE

23%

Non Owner-Occupied CRE

77%

337%

320% 313%

335%

2024 2025 1Q2026 2Q2026

State Total ($ in 000s)

Virginia $1,995,293 39.5 %

Maryland $1,105,677 21.9

Pennsylvania $691,329 13.7

West Virginia $417,537 8.3

District of Columbia $289,961 5.7

Other $551,339 10.9

Total $5,051,136 100 %

CRE Portfolio as of 2Q2026

Regulatory CRE / Bank Total Risk Based Capital2 2Q2026 CRE Composition by Type

2Q2026 CRE Composition by Geography1

(1) Excludes Acquisition, Development & Construction (“AD&C”). (2) Excludes owner-occupied CRE per regulatory definition.

$5.1

Billion

State Total ($ in 000s)

Virginia $1,603,689 41.1 %

Maryland $808,317 20.7

Pennsylvania $492,061 12.6

West Virginia $293,981 7.5

District of Columbia $287,258 7.4

Other $413,081 10.6

Total $3,898,387 100 %

Non Owner-Occupied CRE Portfolio as of 2Q2026

2Q2026 Non Owner-Occupied CRE Composition by Class 2Q2026 Non Owner-Occupied CRE Composition by Geography

Retail Real Estate

22.5%

Multi-Family

17.8%

Office Building/

Condos

18.2%

Hotels/

Motels

10.7%

Industrial/

Warehouse

11.4%

Self-Storage

3.7%

Nursing-Assisted

Living

2.3%

Restaurants

1.2%

Gas Stations

0.7%

Other

8.9%

Child Care

Facilities

and Schools

2.6%

Excludes AD&C.

$3.9

Billion

Office & Multi-Family Portfolios as of 2Q2026

Excludes AD&C and owner-occupied commercial real estate.

Key Portfolio Metrics Non Owner-Occupied Office Multi-Family

% of Total Gross Loans / % of Non Owner-Occupied CRE 8.8% / 18.2% 8.7% / 17.8%

Number of Loans / Average Loan Size 372 / $1.9 million 411 / $1.7 million

Weighted Average LTV 69.0% 64.4%

Fixed / Floating Rate Mix 54.6% / 45.4% 52.9% / 47.1%

% Maturing Within 12 Months 13.1% 10.2%

Nonaccrual (% of Balance) 0.02% 0.60%

Non Owner-Occupied Office CRE by Geography Multi-Family by Geography

Virginia

33.4%

Maryland

13.9%

Pennsylvania

13.9%

District of

Columbia

10.1%

Other

9.6%

West

Virginia

4.7%

$708

Million

$696

Million

Virginia

39.7%

Pennsylvania

15.5%

West

Virginia

13.9%

District of

Columbia

10.8%

Other

6.2%

Maryland

28.3%

1.15%

1.53% 1.60%

1.38% 1.45%

1.19%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

104.6%

78.6% 75.9%

91.4% 86.5%

99.1%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

0.08% 0.09%

0.02%

(0.01%)

0.01%

0.06%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

1.20% 1.20% 1.22% 1.26% 1.26%

1.18%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

Asset Quality Trends

• Excluding loans acquired from LNKB, delinquent loans

declined ~$68 million from 1Q2026 and legacy non-accrual loans declined by ~$2 million

• Our ongoing, proactive credit risk mitigation strategies

have delivered strong outcomes for the Company

• Credit risk management is embedded in our risk

culture and in our decision-making processes

- Managed through specific policies and processes

- Measured and evaluated against our risk appetite

and credit concentration limits

- Reported, along with specific mitigation activities,

to management and the Board of Directors through

our governance structure

• Loan reviews include ongoing monitoring procedures

that involve additional stress testing of interest rate

movements and collateral performance

Allowance Coverage Ratio NCOs / Average Loans (annualized) Credit Management

Allowance for Credit Losses / NPLs NPLs / Total Loans

Funding and Liquidity

Category Average Rate

2Q2026

Demand (non-interest bearing) 0.00 %

Demand (interest bearing) 1.96 %

Money Market & Savings 1.95 %

Brokered CDs & Time Deposits 3.27 %

Total Interest-Bearing Deposits 2.25 %

Total Deposits 1.75 %

Deposit Portfolio as of 2Q2026

2Q2026 Highlights

• Loan-to-deposit ratio of 89.2%

• Brokered deposits totaled $120.7 million, representing only 1.3% of total

deposits

• Stress tests are performed on liquidity and capital on a quarterly basis

• We believe we have ample liquidity to withstand significant stress

Money Market & Savings

24.6%

Brokered CDs

1.3%

Time Deposits & Other

18.0%

Demand (non-interest)

23.0%

Demand (interest)

33.1%

Approximately 82% of total deposits are retail-oriented

$9.0

Billion

• Portfolio duration is approximately 4.4 years

• Securities representing 68% of the unrealized loss position have an average

duration of approximately 5.5 years

• Unrealized losses are the result of the interest rate environment

• Majority of non-agency CMBS and ABS are equity enhanced through structure

and credit support

• Unrealized losses (net of taxes) impact book value by $2.84 per common share

Category Net Unrealized

Losses ($ in 000s)

Amortized Cost

($ in 000s) WA Yield

Municipal $ 49,887 $ 1,157,655 3.33%

U.S. Treasury & Agency 9,427 158,373 1.34%

Non-Agency RMBS 8,258 380,791 4.31%

Agency RMBS 2,731 86,719 4.13%

Agency CMBS 1,004 73,742 4.74%

Non-Agency CMBS 1,901 95,248 4.70%

Asset-Backed 469 47,486 4.75%

Other 561 37,262 6.84%

$ 74,238 $ 2,037,276 3.61%

Securities Portfolio as of 2Q2026

2Q2026 Highlights

Non-Agency RMBS

19.0%

Municipal

56.4%

Agency RMBS

4.3%

Agency CMBS

3.7%

Non-Agency CMBS

4.8%

Asset-Backed

2.4%

Other

1.9%

U.S Treasury

& Agency

7.6%

$2.0

Billion1

(1) Composition shown at fair value.

• Total available borrowing capacity of $6.0 billion as of June 30,

2026

• Other sources of contingent liquidity include brokered deposit

capacity, unencumbered securities, cash, overnight funds sold,

over collateralized securities, and other investments

• Available borrowing capacity represented approximately 67% of

total deposits and 1.9x coverage of uninsured deposits at June 30,

2026

• Robust liquidity profile is expected to position us to fund organic

growth while maintaining a conservative approach to funding and

interest rate risk

Liquidity Position as of 2Q2026

Unused FRB

Borrowing Capacity

67.6%

2Q2026 Highlights

Unused FHLB

Borrowing Capacity

30.9%

Fed Funds

Line of Credit

1.5%

Total Borrowing Capacity

$6.0

Billion

Capital Position

10.1% 10.4% 10.7% 10.9% 11.3% 11.1%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

12.2% 12.7% 13.2% 13.9% 14.2%

12.1%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

14.8% 15.3% 15.4% 16.2% 16.5%

14.4%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

11.8% 12.2% 12.8% 13.5% 13.8%

11.8%

1Q2025 2Q2025 3Q2025 4Q2025 1Q2026 2Q2026

Capital Ratio Trends

• We take a forward-looking, disciplined approach to

capital management that emphasizes acceptable risk-adjusted returns over the long-term

• Our capital management priorities include

- Supporting customers

- Funding business investments

- Maintaining appropriate capital in light of economic

conditions and regulatory expectations

- Returning excess capital to shareholders

• Modeled stress scenarios include evaluating the

impact of deposit shocks, interest rate scenarios, and

general balance sheet repositioning

• Stress scenarios result in capital levels well above

well-capitalized levels

Common Equity Tier 1 Ratio Total Capital Ratio Capital Management

Tier 1 Capital Ratio Leverage Ratio

Appendix

State Total ($ in 000s)

Virginia $159,659 35.3 %

Maryland $86,427 19.1

Pennsylvania $40,941 9.0

West Virginia $37,163 8.2

District of Columbia $31,274 6.9

Other $97,174 21.5

Total $452,638 100 %

Acquisition, Development & Construction Portfolio as of 2Q2026

2Q2026 Composition by Class 2Q2026 Composition by Geography

Land

37.8%

Multi-Family

23.9%

Other

15.4%

$453

Million

Self-Storage

7.6% Residential

For-Sale

6.5%

Office Building/

Condos

4.9% Industrial/

Warehouse

2.9%

Retail

Real Estate

0.5%

Hotels/

Motels

0.0%

Nursing-Assisted

Living

0.3%

Restaurants

0.2%

Debt and Hybrid Securities Profile

Issue Entity Rank Maturity Call

Amount

($000)1

Front-End

Coupon

Back-End

Coupon

Current

Coupon2

Subordinated Debt

2031 Sub Notes

(10NC5) HoldCo Subordinated 12/1/2031 12/1/2026 75,000 3.250% 3M SOFR + 230 bps 3.250%

2032 Sub Notes

(10NC5) HoldCo Subordinated 4/15/2032 4/15/2027 20,000 4.500% 3M SOFR + 203 bps 4.500%

2030 Sub Notes

(10NC5) HoldCo Subordinated 10/1/2030 Callable 20,000 5.000% 3M SOFR + 475 bps 8.396%

2030 Sub Notes HoldCo Subordinated 7/1/2030 Callable 18,050 6.000% 3M SOFR + 590 bps 9.546%

2028 Sub Notes HoldCo Subordinated 4/1/2028 Callable 4,500 6.875% Fixed to maturity 6.875%

Total Sub Debt 137,550 5.125%

Trust Preferred Capital Securities

SFG Capital

Trust I HoldCo Jr. Subordinated – Callable 3,500 – 3M SOFR + 345 bps 7.096%

SFG Capital

Trust II HoldCo Jr. Subordinated – Callable 7,500 – 3M SOFR + 280 bps 6.446%

SFG Capital

Trust III HoldCo Jr. Subordinated – Callable 8,000 – 3M SOFR + 145 bps 5.096%

Total Trust Preferred 19,000 5.997%

Preferred Stock

Series 2021

Preferred HoldCo Preferred Stock Perpetual Callable 15,000 6.000%3 –

Kroll Bond Rating Agency and Outstanding Debt & Preferred Summary

As of September 16, 2026 KBRA

Burke & Herbert Financial Services Corp.

Senior Unsecured Debt BBB

Subordinated Debt BBB-Short-Term Debt K3

Outlook Positive

$4.5M of 2028 Sub Notes receiving 20% Tier 2 capital

treatment given remaining time to maturity

As of September 16, 2026 KBRA

Burke & Herbert Bank & Trust Company

Deposit BBB+

Senior Unsecured Debt BBB+

Subordinated Debt BBB

Short-Term Debt K2

Outlook Positive

Rating disclaimer: An explanation of the significance of ratings may be obtained from the rating agency. Generally, rating agencies base their ratings on such material

and information, and such of their own investigations, studies and assumptions, as they deem appropriate. Ratings should be evaluated independently from similar

ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension,

reduction or withdrawal at any time by the assigning rating agency. No report of any rating agency is incorporated by reference herein. (1) Shown at par value or

liquidation preference as applicable and not at carrying value. (2) Coupon rate subject to change; Three-month SOFR of 3.646% per Federal Reserve Bank of New York as

of September 16, 2026. (3) 6.000% dividend shown as coupon rate. *Expected to be redeemed in whole or in part as part of use of proceeds. **Expected to be redeemed

as part of use of proceeds.

$20.0M of 2030 Sub Notes (10NC5) receiving 80% Tier 2

capital treatment given remaining time to maturity

$18.1M of 2030 Sub Notes receiving 80% Tier 2 capital

treatment given remaining time to maturity

6.000%

Pro Forma Consolidated Capital

Assumes 0% risk weighting on net subordinated debt proceeds (1) For illustrative purposes only, assumes a $100 million subordinated debt raise, net of assumed

offering and underwriting expenses, for net proceeds of $98.3 million. Qualifying subordinated debt is included in Tier 2 capital at the net amount of $98.3 million. (2)

Reflects the redemption at par of existing subordinated debt in the aggregate of $117.6 million, which represents $104.3 million net capital impact to qualifying

subordinated debt due to maturity schedule; Also reflects the redemption at par of outstanding perpetual preferred stock with an aggregate liquidation preference of

$15.0 million, which represents $10.4 million net capital impact to additional Tier 1 Capital. (3) Please refer to the appendix for a reconciliation of the non-GAAP

financial measure to the most directly comparable GAAP measure.

As Reported $100.0M Redemption Pro Forma

BHRB Sub Debt of Existing BHRB

($ in millions) 6/30/2026 Issuance 1 Debt + Preferred 2

6/30/2026

Regulatory Capital Components

Common Equity $1,191.8 $1,185.6

Common Equity Tier 1 $1,069.6 ($6.2) $1,063.4

Additional Tier 1 Capital 27.8 (10.4) 17.4

Tier 1 Capital $1,097.4 $0.0 ($16.6) $1,080.8

Qualifying loan loss reserve $89.9 $89.9

Plus: Qualifying Subordinated Debt 123.5 98.3 (104.3) 117.5

Plus: Additional TRUP 0.0 0.0

Plus: Other additions or (deductions) 0.0 0.0

Total Tier 2 $213.4 $98.3 ($104.3) $207.4

Total Risk Based Capital $1,310.8 $98.3 ($120.9) $1,288.2

Assets for Regulatory Ratios

Risk Adjusted Assets $9,092.8 $0.4 $9,093.3

Average assets for leverage ratio 9,911.6 98.3 (132.1) 9,877.7

TCE / TA Components

Tangible Common Equity 3

$992.7 $986.5

Actual Assets 10,991.3 98.3 (132.1) 10,957.4

Tangible Assets 3

10,792.2 98.3 (132.1) 10,758.3

Capital Ratios

Tangible Common Equity / Tangible Assets 9.2% 9.2%

Tier 1 Leverage Ratio 11.1% 10.9%

Common Equity Tier 1 Ratio 11.8% 11.7%

Tier 1 Risk-Based Ratio 12.1% 11.9%

Total Risk Based Ratio 14.4% 14.2%

Fiscal Year Ended, Three Months Ended 6/30/2026,

($ in millions) 2022 2023 2024 2025 Standalone Offering

Adjustments Pro Forma 1

Double Leverage

Bank-Level Equity $272 $313 $831 $924 $1,329 (34) $1,295

Consolidated Equity 273 315 730 855 1,203 (17) 1,187

Double Leverage Ratio 100% 99% 114% 108% 110% 109%

Interest Coverage

Earnings:

Income From Continuing Operations Before Taxes $52.3 $25.1 $39.9 $144.9 $12.0 $0.1 $12.1

(+) Merger Related Expenses 2 $0.3 $3.9 $66.0 $32.4 32.4

(+) Total Debt Interest 5.2 13.9 21.7 27.1 8.9 (0.5) 8.4

Earnings (Before Corporate Debt Interest) $57.8 $42.9 $127.6 $172.0 $53.3 $53.0

(+) Total Deposit Interest 3.7 39.2 118.7 122.0 35.0 $35.0

Earnings (Before Corporate Debt Interest + Deposit Interest) $61.6 $82.1 $246.3 $294.0 $88.3 $88.0

Interest:

Total Debt Interest $5.2 $13.9 $21.7 $27.1 $8.9 ($0.5) $8.4

Interest Expense Excluding Deposit Interest $5.2 $13.9 $21.7 $27.1 $8.9 $8.4

Total Deposit Interest 3.7 39.2 118.7 122.0 35.0 35.0

Interest Expense Including Deposit Interest $8.9 $53.1 $140.4 $149.1 $43.9 $43.4

Adjusted Interest Coverage (Ex. Deposit Interest Expense) - A / C 11.1x 3.1x 5.9x 6.3x 6.0x 6.3x

Adjusted Interest Coverage (Inc. Deposit Interest Expense) - B / D 6.9x 1.5x 1.8x 2.0x 2.0x 2.0x

Note: Figures may not foot due to rounding. (1) For illustrative purposes only. Assumes a $100 million subordinated debt raise with an assumed front-end coupon of

6.875%, and market standard fees and expenses and an assumed issue date of March 31, 2026, for calculation purposes. Includes redemption at par of existing

subordinated debt in the aggregate of $117.6 million; Also includes redemption at par of outstanding perpetual preferred stock with an aggregate liquidation preference

of $15 million with a 6.00% dividend. (2) Includes listing and merger-related expenses.

Double Leverage and Interest Coverage

June 30, March 31, Dec. 31, Sept. 30, June 30, March 31,

Income Statement ($ in 000s) 2026 2026 2025 2025 2025 2025

Interest income $ 136,987 $ 105,456 $ 111,140 $ 111,209 $ 111,858 $ 110,786

Interest expense 43,945 33,613 36,218 37,439 37,625 37,799

Noninterest income 13,849 12,853 11,625 11,585 12,877 10,023

Total revenue 106,891 84,696 86,547 85,355 87,110 83,010

Noninterest expense 93,506 51,381 48,500 48,092 49,305 49,664

Pretax, pre-provision earnings 13,385 33,315 38,047 37,263 37,805 33,346

Provision for (recapture of) credit loss 1,379 12 136 262 624 501

Income (loss) before income taxes 12,006 33,303 37,911 37,001 37,181 32,845

Income tax expense (benefit) 2,524 5,954 7,667 7,037 7,284 5,644

Net income (loss) 9,482 27,349 30,244 29,964 29,897 27,201

Preferred stock dividends 225 225 225 225 225 225

Net income (loss) applicable to common shares $ 9,257 $ 27,124 $ 30,019 $ 29,739 $ 29,672 $ 26,976

Per common share information

Basic earnings $ 0.50 $ 1.80 $ 2.00 $ 1.98 $ 1.98 $ 1.80

Diluted earnings 0.50 1.79 1.98 1.97 1.97 1.80

Cash dividends 0.55 0.55 0.55 0.55 0.55 0.55

Book value 59.10 56.77 56.18 54.02 51.28 49.90

Tangible book value (non-GAAP) 49.23 51.83 51.13 48.72 45.73 44.17

Appendix: Income Statement and Per Share Information

June 30, March 31, Dec. 31, Sept. 30, June 30, March 31,

Balance sheet (at period end), $ in 000s 2026 2026 2025 2025 2025 2025

Assets $ 10,991,300 $ 7,927,711 $ 7,920,626 $ 7,889,037 $ 8,053,084 $ 7,838,090

Average interest-earning assets 9,198,632 7,279,297 7,363,743 7,308,536 7,248,238 7,171,931

Gross Loans HFI 7,999,765 5,404,667 5,387,676 5,559,479 5,590,457 5,647,507

Loans (net) 7,905,295 5,336,712 5,319,853 5,491,875 5,523,201 5,579,754

Securities, available-for-sale, at fair value 1,963,038 1,826,037 1,615,954 1,598,407 1,522,611 1,436,869

Intangible assets 80,754 38,063 41,747 45,431 49,114 53,002

Goodwill 118,345 36,253 34,149 34,149 34,149 32,842

Non-interest bearing deposits 2,058,076 1,367,050 1,336,380 1,358,250 1,363,617 1,382,427

Interest-bearing deposits 6,910,006 4,965,215 5,067,561 5,053,802 5,027,357 5,159,444

Deposits, total 8,968,082 6,332,265 6,403,941 6,412,052 6,390,974 6,541,871

Brokered deposits 120,677 3,431 64,410 124,386 132,098 246,902

Uninsured deposits 3,157,531 2,060,145 2,057,873 2,022,739 1,963,566 1,943,227

Short-term borrowings 525,000 525,000 450,000 450,000 650,000 300,000

Subordinated debt, net 152,183 88,841 87,490 86,110 114,692 113,289

Unused borrowing capacity 5,971,283 4,683,943 4,556,923 4,153,137 4,075,313 4,082,879

Total equity 1,202,179 864,504 854,649 822,231 780,018 758,000

Total common equity 1,191,766 854,091 844,236 811,818 769,605 747,587

Accumulated other comprehensive income (loss) (59,637) (69,002) (58,960) (68,454) (87,854) (88,024)

Net Unrealized Gains and Losses on AFS Securities (57,246) (66,157) (54,857) (63,800) (83,576) (83,661)

Per common share information

Impact of Net Unrealized Losses on Book Value $ 2.84 4.40 3.65 4.25 5.57 5.58

Appendix: Balance Sheet Trends

June 30, 2026

Non-Interest expense ($ in 000s) Unadjusted Merger-Related Charges Adjusted

Salaries and Wages 41,378 16,349 25,029

Pensions and Other Employee Benefits 5,787 – 5,787

Occupancy 6,654 1,600 5,054

Equipment Rentals, Depreciation and Amortization 6,934 2,024 4,910

ATM, Card and Network 1,389 – 1,389

Core Deposit Intangible Amortization 5,530 – 5,530

FDIC and Other Reg. Assessments 1,576 – 1,576

Other 24,258 12,414 11,844

Total Non-Interest Expense $ 93,506 32,387 61,119

The following table sets forth the various components of our non-interest expense for the quarter ended June 30, 2026

Appendix: 2026 Q2 Non-Interest Expense Composition

June 30, March 31, Dec. 31, Sept. 30, June 30, March 31,

2026 2026 2025 2025 2025 2025

Common Shareholders’ Equity $ 1,191,766 $ 854,091 $ 844,236 $ 811,818 $ 769,605 $ 747,587

Less: Goodwill and intangible

assets, net

199,099 74,316 75,896 79,580 83,263 85,844

Tangible common equity (non-GAAP) 992,667 779,775 768,340 732,238 686,342 661,743

Shares outstanding at end of

period

20,165,171 15,045,941 15,028,524 15,028,524 15,007,712 14,982,807

Tangible book value per common

share $ 49.23 $ 51.83 $ 51.13 $ 48.72 $ 45.73 $ 44.17

Total Assets 10,991,300 7,927,711 7,920,626 7,889,037 8,053,084 7,838,090

Less: Goodwill and Intangible

assets, net

199,099 74,316 75,896 79,580 83,263 85,844

Tangible assets (non-GAAP) $ 10,792,201 $ 7,853,395 $ 7,844,730 $ 7,809,457 $ 7,969,821 $ 7,752,246

Appendix: Notes on Non-GAAP Financial Measures

Total Common Equity, Tangible Book Value, & Tangible Assets: Tangible common equity measures are capital adequacy metrics that may be meaningful

to the Company, as well as analysts and investors, in assessing the Company's use of equity and in facilitating comparisons with peers. Management

believes that these non-GAAP financial measures are valuable indicators of a financial institution's capital strength since they eliminate intangible assets

from shareholders' equity and retain the effect of accumulated other comprehensive income/(loss) in shareholders' equity.

June 30, March 31, Dec. 31, Sept. 30, June 30, March 31,

2026 2026 2025 2025 2025 2025

Net interest income $ 93,042 $ 71,843 $ 74,922 $ 73,770 $ 74,233 $ 72,987

Taxable-equivalent adjustments 2,036 1,628 1,420 1,305 1,059 881

Net interest income (Fully

Taxable-Equivalent - FTE) $ 95,078 $ 73,471 $ 76,342 $ 75,075 $ 75,292 $ 73,868

Average interest-earning assets $ 9,198,632 $ 7,279,297 $ 7,363,743 $ 7,308,536 $ 7,248,238 $ 7,171,931

Net interest margin (non-GAAP) 4.15% 4.09% 4.11% 4.08% 4.17% 4.18%

Net interest margin 4.06% 4.00% 4.04% 4.00% 4.11% 4.13%

Appendix: Notes on Non-GAAP Financial Measures

Net Interest Margin: The interest income earned on certain earning assets is completely or partially exempt from federal income tax. As such, these tax-exempt instruments typically yield lower returns than taxable investments. To provide more meaningful comparisons of net interest income, we use net

interest income on a fully taxable-equivalent (FTE) basis by increasing the interest income earned on tax-exempt assets to make it fully equivalent to

interest income earned on taxable investments. FTE net interest income is calculated by adding the tax benefit on certain financial interest earning assets,

whose interest is tax-exempt, to total interest income then subtracting total interest expense. Management believes FTE net interest income is a standard

practice in the banking industry, and when net interest income is adjusted on an FTE basis, yields on taxable, nontaxable, and partially taxable assets are

comparable; however, the adjustment to an FTE basis has no impact on net income and this adjustment is not permitted under GAAP. FTE net interest

income is only used for calculating FTE net interest margin, which is calculated by annualizing FTE net interest income and then dividing by the average

earning assets.

Appendix: Notes on Non-GAAP Financial Measures

Return and Adjusted Return on Average Tangible Common Equity and Average Assets: In management’s view, adjusted return on average common

equity, return on average tangible common equity, adjusted return on average tangible common equity, and adjusted return on average assets are

performance metrics that may be meaningful to the Company, as well as analysts and investors, in evaluating the Company’s profitability and efficiency in

deploying capital and assets and in facilitating comparisons with peers. These non-GAAP financial measures provide additional insight into the Company’s

underlying operating performance by focusing on returns generated from common equity, tangible common equity, and total assets, as applicable. The

adjusted measures exclude the after-tax effect of one-time merger-related expenses, which management believes enhances period-to-period

comparability and provides a more representative view of the Company’s ongoing earnings performance. Return on average tangible common equity

measures further isolate performance attributable to tangible capital by excluding the impact of intangible assets, while return on average assets reflects

the Company’s effectiveness in generating earnings from its overall asset base. Management believes these measures, when considered together and

alongside GAAP results, provide useful supplemental information for assessing profitability, capital efficiency, and operating trends.

(See table on next slide)

June 30, March 31, Dec. 31, Sept. 30, June 30, March 31,

2026 2026 2025 2025 2025 2025

Average common shareholders' equity $ 1,053,502 $ 861,274 $ 832,411 $ 782,577 $ 757,354 $ 740,417

Average goodwill and other intangibles (159,202) (76,923) (79,338) (83,079) (85,562) (88,899)

Average deferred tax liabilities on goodwill and other intangibles 19,635 8,602 9,382 9,787 10,567 11,389

Average tangible common equity (non-GAAP) $ 913,935 $ 792,953 $ 762,455 $ 709,285 $ 682,359 $ 662,907

Average total assets $ 10,010,483 $ 7,913,098 $ 7,979,528 $ 7,890,929 $ 7,864,185 $ 7,768,738

Average goodwill and other intangibles (159,202) (76,923) (79,338) (83,079) (85,562) (88,899)

Average deferred tax liabilities on goodwill and other intangibles 19,635 8,602 9,382 9,787 10,567 11,389

Average tangible total assets (non-GAAP) $ 9,870,916 $ 7,844,777 $ 7,909,572 $ 7,817,637 $ 7,789,190 $ 7,691,228

Net income applicable to common shareholders $ 9,257 $ 27,124 $ 30,019 $ 29,739 $ 29,672 $ 26,976

Operating net income applicable to common shareholders (non-GAAP) $ 37,478 $ 28,238 $ 30,019 $ 29,739 $ 29,672 $ 26,976

Annualized return on average common equity 3.53% 12.77% 14.31% 15.08% 15.71% 14.78%

Annualized adjusted return on average common equity (non-GAAP) 14.27 13.30 14.31 15.08 15.71 14.78

Annualized return on average tangible common equity (non-GAAP) 4.06 13.87 15.62 16.63 17.44 16.50

Annualized adjusted return on average tangible common equity

(non-GAAP) 16.45 14.44 15.62 16.63 17.44 16.50

Annualized return on average assets 0.37 1.39 1.49 1.50 1.51 1.41

Annualized adjusted return on average assets (non-GAAP) 1.50 1.45 1.49 1.50 1.51 1.41

Appendix: Notes on Non-GAAP Financial Measures

June 30, March 31, Dec. 31, Sept. 30, June 30, March 31,

2026 2026 2025 2025 2025 2025

Net income applicable to common

$ 9,257 $ 27,124 $ 30,019 $ 29,739 $ 29,672 $ 26,976

Add back significant items (tax

effected):

Merger-related 28,221 1,114 - - - -

Total significant items 28,221 1,114 - - - -

Operating net income $ 37,478 $ 28,238 $ 30,019 $ 29,739 $ 29,672 $ 26,976

Weighted average dilutive shares 18,499,030 15,131,481 15,139,792 15,112,413 15,023,807 15,026,376

Adjusted diluted EPS $ 2.03 $ 1.87 $ 1.98 $ 1.97 $ 1.97 $ 1.80

Non-interest expense $ 93,506 $ 51,381 $ 48,500 $ 48,092 $ 49,305 $ 49,664

Remove significant items:

Merger-related 32,387 1,410 - - - -

Total significant items 32,387 1,410 - - - -

Adjusted non-interest expense $ 61,119 $ 49,971 $ 48,500 $ 48,092 $ 49,305 $ 49,664

Efficiency ratio 87.48% 60.67% 56.04% 56.34% 56.60% 59.83%

Adjusted efficiency ratio (non-GAAP) 57.18 59.00 56.04 56.34 56.60 59.83

Operating net income, adjusted diluted EPS, and adjusted non-interest expense: Operating net income is a non-GAAP financial measure that is derived

from net income adjusted for significant items. The Company believes that operating net income is useful in periods with certain significant items such as

merger-related expenses. The operating net income is more reflective of management’s ability to grow the business and manage expenses. Adjusted non-interest expense also removes these significant items, such as merger-related expenses. Management believes it represents a more normalized non-interest expense total for periods with such identified significant items.

Appendix: Notes on Non-GAAP Financial Measures

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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