Burke & Herbert Financial Services Corp. (NASDAQ: BHRB) has filed a preliminary prospectus supplement with the Securities and Exchange Commission on September 28, 2026. The filing details the company's intent to offer and sell a newly issued series of Fixed-to-Floating Rate Subordinated Notes due 2036.
The offering is expected to raise $100 million in aggregate principal amount. The notes are scheduled to mature in 10 years and feature a call option after 5 years. Kroll Bond Rating Agency has assigned an expected security rating of BBB- (Positive) to the notes.
The company stated that the proceeds from the offering, combined with existing cash on hand, will be used to redeem up to $117.6 million in aggregate principal amount of outstanding subordinated debt. Additionally, the funds will be used to redeem up to $15.0 million in aggregate liquidation preference of outstanding preferred stock. The remaining proceeds are designated for general corporate purposes, including providing capital to Burke & Herbert Bank & Trust to support its growth.
The offering is being conducted pursuant to a shelf registration statement on Form S-3 (File No. 333-283261), which was declared effective by the SEC on December 11, 2024. Keefe, Bruyette & Woods, A Stifel Company, is serving as the sole manager for the transaction.
