Burke & Herbert Financial Services Corp.

09/28/2026 | Press release | Distributed by Public on 09/28/2026 14:23

Free Writing Prospectus (Form FWP)

Free Writing Prospectus

Filed pursuant to Rule 433

Supplementing the

Preliminary Prospectus Supplement, dated September 28, 2026

Registration No. 333-283261

Burke & Herbert Financial Services Corp.
$100,000,000
7.00% Fixed-to-Floating Rate Subordinated Notes due 2036

Term Sheet

Issuer: Burke & Herbert Financial Services Corp. (the "Company").
Security: 7.00% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes").
Aggregate Principal Amount: $100,000,000.
Expected Ratings*: BBB- (positive) by Kroll Bond Rating Agency.
Trade Date: September 28, 2026.
Settlement Date: September 30, 2026 (T+2).
Final Maturity Date (if not previously redeemed): October 1, 2036.
Coupon: From and including the Settlement Date, to, but excluding October 1, 2031, or the date of earlier redemption (the "fixed rate period"), the Notes will bear interest at a fixed rate of 7.00% per annum, payable semi-annually in arrears. From and including October 1, 2031, to, but excluding, the maturity date or the date of earlier redemption (the "floating rate period"), the Notes will bear interest at a floating rate per annum equal to the Three-Month Term SOFR, or such other Benchmark rate, plus 222 basis points for each quarterly interest period during the floating rate period, payable quarterly in arrears. Notwithstanding the foregoing, in the event the Three-Month Term SOFR (or other applicable Benchmark rate) is less than zero, the Three-Month Term SOFR (or other applicable Benchmark rate) shall be deemed to be zero.
Interest Payment Dates: Until but excluding October 1, 2031, or the date of earlier redemption, the Company will pay interest on the Notes semi-annually on April 1 and October 1 of each year, commencing April 1, 2027. From and including October 1, 2031 to, but excluding, the maturity date or date of earlier redemption, the Company will pay interest on the Notes quarterly on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2032.
Record Dates: The 15th calendar day immediately preceding the applicable interest payment date, whether or not a Business Day.
Day Count Convention: During the fixed rate period, 30/360 to, but excluding, October 1, 2031; during the floating rate period, a 360-day year and the number of days actually elapsed.
Optional Redemption: The Company may, at its option, redeem the Notes before the maturity date, in whole or in part, beginning with the interest payment date of October 1, 2031, and on any interest payment date thereafter, subject to obtaining the prior approval of the Federal Reserve Board to the extent such approval is then required under applicable laws or regulations, including capital regulations, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption; provided, however, that interest due on an interest payment date falling on or prior to the applicable redemption date will be payable to the holders of the Notes as of the record date for such interest payment date.
Special Redemption: The Company may also redeem the Notes at any time, including prior to October 1, 2031, at the Company's option, in whole but not in part, subject to obtaining the prior approval of the Federal Reserve Board to the extent such approval is then required under applicable laws or regulations, including capital regulations, upon the occurrence of a "Tax Event" (a change or prospective change in law that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes), a "Tier 2 Capital Event" (a subsequent event that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes) or a "1940 Act Event" (the Company becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended), in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to, but excluding, the redemption date; provided, however, that interest due on an interest payment date falling on or prior to the applicable redemption date will be payable to the holders of the Notes as of the record date for such interest payment date.
Denominations: Book-entry form through the facilities of The Depository Trust Company in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
Use of Proceeds: The Company intends to use the net proceeds from this offering, plus cash on hand: (i) to repay $4.5 million aggregate principal amount of its outstanding 6.875% Subordinated Note due April 1, 2028 (the "2028 Note"), $18.1 million aggregate principal amount of its outstanding 6.00% Fixed-to-Floating Rate Subordinated Notes due July 1, 2030 (the "July 2030 Notes") and $20.0 million aggregate principal amount of its outstanding 5.00% Fixed-to-Floating Rate Subordinated Notes due October 1, 2030 (the "October 2030 Notes"), plus, in each case, accrued and unpaid interest, (ii) to potentially repay all or part of its outstanding $75.0 million aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due December 1, 2031 (the "2031 Notes"), plus accrued and unpaid interest, (iii) to potentially redeem all or part of its outstanding $15.0 million aggregate liquidation preference of 2021 Preferred Stock and (iv) for general corporate purposes, including providing capital to Burke & Herbert Bank & Trust Company (the "Bank") to support its growth. A conditional notice of redemption was delivered to the holders of the July 2030 Notes with respect to the redemption of all of the outstanding principal amount of such notes. The redemption of the July 2030 Notes is contingent on this offering of the Notes and the amount of proceeds resulting from this offering. A notice of prepayment was delivered to the holder under the 2028 Note but is not contingent on this offering of the Notes.
Price to Public: 100.00% of par.

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Ranking:

The Notes will be the Company's unsecured subordinated obligations and:
· will rank junior in right of payment to all of the Company's existing and future Senior Debt;
· will rank equal in right of payment and upon the Company's liquidation with all of its existing and future unsecured subordinated indebtedness, including the Company's (i) the 2028 Note; (ii) the July 2030 Notes; (iii) the October 2030 Notes; (iv) the 2031 Notes; and (v) 4.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2032;
· will rank senior to the Company's obligations relating to any outstanding junior subordinated debt securities issued to its capital trust subsidiaries;
· will be effectively subordinated to any of the Company's future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and
· will be structurally subordinated to the existing and future indebtedness of the Company's subsidiaries, including, without limitation, the Bank's deposits, liabilities to general creditors and liabilities arising during the ordinary course of business or otherwise.
As of June 30, 2026, on a consolidated basis, the Company had no outstanding secured indebtedness that ranked structurally senior to the Notes and outstanding subordinated debt securities with a carrying value of approximately $134.8 million (inclusive of fair value adjustments) that rank equal in right of payment to the Notes. As of June 30, 2026, on a consolidated basis, the Company had approximately $9.6 billion of liabilities to which the Notes will be structurally subordinated.
CUSIP/ISIN: 12135YAA6 / US12135YAA64
Sole Book-Running Manager: Keefe, Bruyette & Woods, Inc.

*Note: 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 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.

The Company expects that delivery of the Notes will be made against payment therefor on or about the Settlement Date indicated above, which will be the second business day following the trade date of September 28, 2026 (such settlement cycle being referred to as "T+2"). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day before delivery of the Notes will be required, by virtue of the fact that the Notes will initially settle in two business days (T+2), to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery should consult their advisors.

The Company has filed a shelf registration statement (File No. 333-283261) (including a base prospectus) and a related preliminary prospectus supplement dated September 28, 2026 (the "Preliminary Prospectus Supplement") with the Securities and Exchange Commission ("SEC") for the offering to which this communication relates. Before you invest, you should read the base prospectus in that shelf registration statement, the Preliminary Prospectus Supplement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, the Company, the underwriter or any dealer participating in the offering will arrange to send you the base prospectus and the Preliminary Prospectus Supplement if you request it by contacting Keefe, Bruyette & Woods, Inc. by calling toll-free at 1-800-966-1559, or by emailing [email protected].

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This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Other information (including other financial information) presented in the Preliminary Prospectus Supplement is deemed to have changed to the extent affected by the information contained herein. Capitalized terms used in this Pricing Term Sheet but not defined have the meanings given them in the Preliminary Prospectus Supplement.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

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Burke & Herbert Financial Services Corp. published this content on September 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 28, 2026 at 20:23 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]