Burke & Herbert Financial Services Corp. (NasdaqCM:BHRB) executed the non-binding term sheet to acquire Summit Financial Group, Inc. (NasdaqGS:SMMF) from shareholders in a merger of equals transaction on May 30, 2023. Burke & Herbert Financial Services Corp. (NasdaqCM:BHRB) entered into a definitive agreement to acquire Summit Financial Group, Inc. (NasdaqGS:SMMF) from shareholders in a merger of equals transaction for approximately $380 million on August 24, 2023. Under the terms of the definitive agreement, holders of Summit common stock will have the right to receive 0.5043 shares of Burke & Herbert common stock. Existing Burke & Herbert shareholders will own approximately 50% of the outstanding shares of the combined company and Summit shareholders are expected to own approximately 50%. The combined company's board of directors will have 16 directors, consisting of 8 directors from Burke & Herbert and 8 directors from Summit with David P. Boyle serving as Chair. Summit's current Chair, Oscar M. Bean, will join as a Vice Chair of the combined board of directors.

The transaction is expected to close in the first quarter of 2024, subject to satisfaction of customary closing conditions, including regulatory approvals and shareholder approval from Burke & Herbert and Summit shareholders. Summit directors and executive officers have entered into agreements with Burke & Herbert pursuant to which they have committed to vote their shares of Summit common stock in favor of the merger. Burke & Herbert directors and executive officers have entered into agreements with Summit pursuant to which they have committed to vote their shares of Burke & Herbert common stock in favor of the merger. As of December 6, 2023, the transaction has been approved by the shareholders of Burke & Herbert and Summit Financial Group and expected to close in late Q1 2024. The transaction is expected to close in second quarter 2024. As of April 19, 2024, Burke & Herbert and Summit Financial announced receipt of all required regulatory approvals and the merger is expected to close on May 3, 2024, pending satisfaction of customary closing conditions.

Adam Tarvin of Keefe, Bruyette & Woods, A Stifel Company, acted as financial advisor to Burke & Herbert in the transaction and delivered a fairness opinion to the Board of Directors. Burke & Herbert has agreed to pay Keefe, Bruyette & Woods a cash fee equal to 0.80% of the aggregate merger consideration, $500,000 of which became payable to KBW with the rendering of Keefe, Bruyette & Woods? opinion and the balance of which is contingent upon the closing of the merger. Gregory Parisi, Zayne Ridenhour Tweed, Seth A. Winter, David M. Kaplan, Sheri P. Adler, Joel M. Post, Mark A. Goldsmith and David E. Constine III of Troutman Pepper Hamilton Sanders LLP served as legal counsels to Burke & Herbert. D.A. Davidson & Co. acted as financial advisor to Summit and delivered a fairness opinion to the Board of Directors of Summit. Pursuant to the terms of the engagement letter, Summit agreed to pay D.A. Davidson a cash fee of $500,000 concurrently with the rendering of its opinion. Summit agreed to pay D.A. Davidson at the time of closing of the merger a contingent cash fee equal to 0.80% of the aggregate consideration with a minimum fee of $4,000,000, less than $500,000 fee paid in connection with the opinion. Sandra Murphy of Bowles Rice LLP served as legal counsel to Summit. Burke & Herbert has retained Regan & Associates, Inc. as its proxy solicitor, and will pay them a fee of $18,500. Equiniti Trust Company, LLC acted as transfer agent of Burke & Herbert.