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Burke & Herbert Financial Services
Corp.

100 S. Fairfax Street

Alexandria, VA 22314

January 29, 2026

BY EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

 RE: Burke & Herbert Financial Services Corp.

    Registration Statement on Form S-4 (Registration
No. 333-262956)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the United States Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Burke &
Herbert Financial Services Corp., a Virginia corporation (the “Company”) hereby requests that the above referenced Registration
Statement on Form S-4 be declared effective at 4:00 p.m., Eastern Time, on January 30, 2026, or as soon thereafter as is practicable.

Please contact Gregory F. Parisi of Troutman Pepper
Locke LLP at (202) 274-1933, as counsel to the Company, with any questions you may have. In addition, please notify Mr. Parisi when
this request for acceleration has been granted.

 Very truly yours,

  Burke & Herbert Financial Services Corp.

  By:  /s/ Roy E. Halyama

  Name: Roy E. Halyama

  Title: Chief Financial Officer

 cc: Gregory F. Parisi, Esq.

January 27, 2026
David P. Boyle
Chief Executive Officer
Burke & Herbert Financial Services Corp.
100 S. Fairfax Street
Alexandria, VA 22314
Re:Burke & Herbert Financial Services Corp.
Registration Statement on Form S-4
Filed January 26, 2026
File No. 333-292956
Dear David P. Boyle:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at 202-551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Gregory F. Parisi

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Burke & Herbert Financial Services Corp.

100 S. Fairfax Street

Alexandria, Virginia 22314

December 9, 2024

Ms. Susan Block
U. S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0303 VIA EDGAR

Re:    Burke & Herbert Financial Services Corp.

Registration Statement on Form S-3
File No. 333-283261 (the “Registration Statement”)

Request for Acceleration of Effectiveness

Dear Ms. Block:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Burke & Herbert Financial Services Corp. (the “Company”), hereby requests that the effective date of its Registration Statement on Form S-3, File No. 333-283261, as amended (the “Registration Statement”) be accelerated so that it will be declared effective at 4:00 p.m. (EST) on December 11, 2024, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,  Amy J. Tawney of Bowles Rice LLP at (304) 347-1123.

Very truly yours,

Burke & Herbert Financial Services Corp.

By: /s/ David P. Boyle

David P. Boyle

Chair and Chief Executive Officer

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101 South Queen Street, Martinsburg, WV 25401

Attorneys at Law

  125 Granville Square, Suite 400

  Morgantown, WV 26501

600 Quarrier Street, Charleston, WV 25301            501 Avery Street, Parkersburg, WV 26101

P.O. Box 1386, Charleston, WV 25325-1386
  Southpointe Town Center, 1800 Main Street

(304) 347-1100  Suite 200, Canonsburg, PA 15317

  480 West Jubal Early Drive, Suite 130

Amy J. Tawney  Winchester, VA 22601

Partner

atawney@bowlesrice.com

T (304) 347-1123

F (304) 343-3058

bowlesrice.com

December 6, 2024

VIA EDGAR

Ms. Susan Block

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0303

Re:      Burke & Herbert Financial Services Corp.

Registration Statement on Form S-3

Filed November 15, 2024

File No. 333-283261 (the “Registration Statement”)

Dear Ms. Block:

On behalf of Burke & Herbert Financial Services Corp. (the “Company”), we are hereby transmitting for filing via EDGAR Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-3, File No. 333-283261 (the “Amended S-3”).  Simultaneously therewith, the Company is submitting via EDGAR this letter in response to the comment letter it received from the staff of the Division of Corporation Finance (the “Staff”) dated November 26, 2024, with respect to the Registration Statement.  We have included below the comment set forth in the Staff’s letter, as well as the Company’s response thereto.

Form S-3 filed November 15, 2024

General

1.We note the disclosure that Burke & Herbert Financial Services Corp. and/or one or more selling securityholders to be identified in the future may from time to time offer and sell in one or more offerings, together or separately, any combination of the securities described in the prospectus.  Please revise to register a specific amount of securities for the selling securityholders.  Please refer to Compliance and Disclosure Interpretations, Securities Act Rules, Questions and Answers 228.03 and 228.04.  In

Ms. Susan Block

December 6, 2024

Page 2

that regard, please also confirm compliance with Rule 430B(b)(2) and revise to refer to the unnamed security holders by identifying the initial offering transaction by which the securities were sold.  Alternatively, revise to remove the description that indicates that selling security holders may be identified in the future in any combination of the securities described in the prospectus where you are not able to comply with Rule 430B, or advise.  Finally, for any shares that are being offered by selling shareholders, revise this registration statement to specifically register those shares and pay the required fees.

Response:

We have revised the disclosure in the Amended S-3 to remove all references to selling securityholders given that no securities are being registered for resale by any selling securityholders in accordance with the guidance provided in Questions 228.03 and 228.04 of the Securities Act Rules Compliance and Disclosure Interpretations and General Instruction II.G. to Form S-3, Securities Act Rule 430B(b)(2).

We believe the foregoing is responsive to the Staff’s comments and request for additional information.  Please be advised that the Company wishes to have the registration statement declared effective as soon as possible.  Accordingly, should you have any further comments or questions or need any additional information, please do not hesitate to contact the undersigned at (304) 347-1123.

Very truly yours,

/s/Amy J. Tawney

Amy J. Tawney

Bowles Rice LLP

600 Quarrier Street

Charleston, West Virginia 25301

atawney@bowlesrice.com

AJT/sec

cc:  Mr. David Boyle, Burke & Herbert Financial Services Corp.

November 26, 2024
David Boyle
Chief Executive Officer
Burke & Herbert Financial Services Corp.
100 S. Fairfax St.
Alexandria, VA 22314
Re:Burke & Herbert Financial Services Corp.
Registration Statement on Form S-3
Filed November 15, 2024
File No. 333-283261
Dear David Boyle:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-3 filed November 15, 2024
General
We note the disclosure that Burke & Herbert Financial Services Corp. and/or one or
more selling securityholders to be identified in the future may from time to time offer
and sell in one or more offerings, together or separately, any combination of the
securities described in the prospectus.  Please revise to register a specific amount of
securities for the selling securityholders.  Please refer to Compliance and Disclosure
Interpretations, Securities Act Rules, Questions and Answers 228.03 and 228.04.  In
that regard, please also confirm compliance with Rule 430B(b)(2) and revise to refer
to the unnamed security holders by identifying the initial offering transaction by
which the securities were sold.   Alternatively, revise to remove the description that
indicates that selling security holders may be identified in the future in any
combination of the securities described in the prospectus where you are not able to 1.

November 26, 2024
Page 2
comply with Rule 430B, or advise.  Finally, for any shares that are being offered by
selling shareholders, revise this registration statement to specifically register those
shares and pay the required fees.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Susan Block at 202-551-3210 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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Burke & Herbert Financial Services Corp.

100 S. Fairfax Street

Alexandria, VA 22314

October 12, 2023

via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE: Burke & Herbert Financial Services Corp.

 Registration Statement on Form S-4 (Registration No. 333-274810)

 Request for Acceleration of Effectiveness

Ladies and Gentlemen

Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Burke & Herbert Financial Services Corp., a Virginia corporation hereby requests that the above referenced Registration Statement on Form S-4 be declared effective at 2 p.m., Eastern Time, on October 16, 2023, or as soon thereafter as is practicable.

Please contact Gregory F. Parisi of Troutman Pepper Hamilton Sanders LLP at (202) 274-1933 with any questions you may have. In addition, please notify Mr. Parisi when this request for acceleration has been granted.

Very truly yours,

Burke & Herbert Financial Services Corp.

By: /s/ Roy E. Halyama

Name: Roy E. Halyama

Title: Executive Vice President, Chief

Financial Officer and Corporate Secretary

cc: Gregory F. Parisi, Esq.

United States securities and exchange commission logo
October 10, 2023
David P. Boyle
President and Chief Executive Officer
Burke & Herbert Financial Services Corp.
100 S. Fairfax Street
Alexandria, VA 22314
Re:Burke & Herbert Financial Services Corp.
Registration Statement on Form S-4
Filed October 2, 2023
File No. 333-274810
Dear David P. Boyle:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465, or Aisha Adegbuyi at 202-551-
8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Gregory F. Parisi, Esq.

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Burke & Herbert Financial Services Corp.

100 S. Fairfax Street

Alexandria, VA 22314

April 21, 2023

BY EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Michael Henderson, Cara Lubit, Todd K. Schiffman and James Lopez

RE: Burke & Herbert Financial Services Corp.

 Registration Statement on Form 10

 File No. 001-41633

Ladies and Gentleman:

Pursuant to Rule 12d1-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Burke & Herbert Financial Services Corp. (the “Company”) hereby respectfully requests that the effective date and time of the above-referenced Registration Statement on Form 10 be accelerated so that it will become effective under the Exchange Act at 4:00 p.m., Eastern Time, on April 21, 2023, or as soon as practicable thereafter. The Company also respectfully requests that the Securities and Exchange Commission confirm such effective date and time in writing.

Please contact Gregory Parisi of Troutman Pepper Hamilton Sanders LLP, counsel to the Company, at (202) 274-1933 to provide notice of effectiveness, or if you have any questions or comments concerning this request. Thank you for your assistance.

Very Truly Yours,

Burke & Herbert Financial Services Corp.

By: /s/ Roy E. Halyama

Roy E. Halyama

Chief Financial Officer

United States securities and exchange commission logo
April 20, 2023
Roy Halyama
Chief Financial Officer
Burke & Herbert Financial Services Corp.
100 S. Fairfax Street
Alexandria, Virginia 22314
Re:Burke & Herbert Financial Services Corp.
Amendment 2 to Registration Statement on Form 10
Filed on April 20, 2023
File No. 001-41633
Dear Roy Halyama:
            We have reviewed your filing and have the following comment.
            Please respond to our comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to
our comment, we may have additional comments.
Amendment No. 2 to Form 10-12B filed April 20, 2023
General
1.We note that Section 6 of Article IX of your bylaws identifies the United States District
Court for the Eastern District of Virginia, Alexandria Division or, in the event that court
lacks jurisdiction to hear such action, the Circuit Court of the City of Alexandria, Virginia
as the sole and exclusive forum for certain litigation, including any “derivative action.”
Please revise to clearly describe the provision in Item 11 and Risk Factors as appropriate.
Disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise
your registration statement to state that there is uncertainty as to whether a court would

 FirstName LastNameRoy Halyama
 Comapany NameBurke & Herbert Financial Services Corp.
 April 20, 2023 Page 2
 FirstName LastName
Roy Halyama
Burke & Herbert Financial Services Corp.
April 20, 2023
Page 2
enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. If this provision does not apply to
actions arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in the governing documents states this clearly, or tell us how
you will inform investors in future filings that the provision does not apply to any actions
arising under the Securities Act or Exchange Act. Finally, please be certain your risk
factor disclosure includes the risks that your exclusive forum provision may result in
increased costs for investors to bring a claim and that the provision can discourage claims
or limit investors' ability to bring a claim in a judicial forum that they find favorable
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Cara Lubit at 202-551-5909 or Robert Klein at 202-551-3847 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Todd K. Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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Troutman Pepper Hamilton Sanders LLP

401 9th Street, NW, Suite 1000

Washington, DC  20004

troutman.com

Gregory F. Parisi

Partner

202.274.1933

gregory.parisi@troutman.com

April 20, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Michael Henderson, Cara Lubit, Todd K. Schiffman and James Lopez

Re: Burke & Herbert Financial Services Corp.

 Amendment 1 to the Registration Statement on Form 10

 Filed April 3, 2023

 File No. 001-41633

Ladies and Gentlemen:

On behalf of our client, Burke & Herbert Financial Services Corp. (the “Company”), we submit this letter in response to the comments from the staff of the U.S. Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance (the “Staff”) received by letter dated April 19, 2023 (the “Staff Letter”) relating to the Company’s Amendment 1 to the Registration Statement on Form 10 (File No. 001-41633) filed April 3, 2023 (the “Registration Statement”).

Concurrently with the submission of this response to the Staff Letter, the Company is filing Amendment No. 2 to the Registration Statement on Form 10 (the “Amended Registration Statement”), which reflects changes made in response to the Staff Letter and certain other changes.

For ease of reference, the text of each of the Staff’s comments is reproduced in italics in numerical sequence in this letter, with the response of the Company immediately following each comment.

Amendment 1 to the Registration Statement on Form 10 filed April 3, 2023

The Bank, page 11

1.We note your response to comment 5 and revised disclosure on page 15 referencing oversight "primarily through multiple committees that monitor and assess regulatory risks and enterprise-wide risks." Please revise to identify the specific committees or members of the committees that monitor and assess such risks.

RESPONSE:

In response to the Staff’s comment, the Company has revised its disclosure on page 16 to identify the specific committees responsible for monitoring risks.

Securities and Exchange Commission

April 20, 2023

Page 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 41

2.We reissue comment 7 in part.  We note your added disclosure on page 47 which discusses events and uncertainties.  In comment 7 we also cited known trends that you disclosed elsewhere in the prospectus.  Please specifically discuss these and other material known trends in Management’s Discussion and Analysis.

RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure under the “Key Factors Affecting Financial Performance” heading beginning on page 47 to specifically address such trends.

General

3.We note that in your response to comment 12 you stated that “management believes that recent events will not have a material impact to the Company’s financial position at the end of the first quarter 2023.”  Please disclose this in the Form 10.

RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on page 43 to include the requested statement.

4.In regard to comment 14, please disclose whether you have a Chief Risk Officer. Additionally, please clarify the extent to which the Asset/Liability Committee has a set schedule for meeting.  We note the disclosure that they convene “upon the determination that abnormal market risks are occurring or may be forthcoming[.]”

RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on page 31 to indicate that the Company does not have a Chief Risk Officer.

We have revised our disclosure on page 65 to clarify the meeting schedule for the Asset/Liability Committee.

Thank you for your consideration of the Company’s response. If you have any questions or require additional information, please do not hesitate to contact me at the phone number or address set forth above.

Very truly yours,

/s/ Gregory F. Parisi

Gregory F. Parisi, Esq.

Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
April 19, 2023
Roy Halyama
Chief Financial Officer
Burke & Herbert Financial Services Corp.
100 S. Fairfax Street
Alexandria, Virginia 22314
Re:Burke & Herbert Financial Services Corp.
Amendment 1 to the Registration Statement on Form 10
Filed on April 3, 2023
File No. 001-41633
Dear Roy Halyama:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment 1 to the Registration Statement on Form 10
The Bank, page 11
1.We note your response to comment 5 and revised disclosure on page 15 referencing
oversight "primarily through multiple committees that monitor and assess regulatory risks
and enterprise-wide risks." Please revise to identify the specific committees or members
of the committees that monitor and assess such risks.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
41
2.We reissue comment 7 in part. We note your added disclosure on page 47 which discusses
events and uncertainties. In comment 7 we also cited known trends that you
disclosed elsewhere in the prospectus. Please specifically discuss these and other material
known trends in Management's Discussion and Analysis.

 FirstName LastNameRoy Halyama
 Comapany NameBurke & Herbert Financial Services Corp.
 April 19, 2023 Page 2
 FirstName LastName
Roy Halyama
Burke & Herbert Financial Services Corp.
April 19, 2023
Page 2
General
3.We note that in your response to comment 12 you stated that "management believes that
recent events will not have a material impact to the Company’s financial position at the
end of the first quarter 2023."  Please disclose this in the Form 10.
4.In regard to comment 14, please disclose whether you have a Chief Risk Officer.
Additionally, please clarify the extent to which the Asset/Liability Committee has a set
schedule for meeting. We note the disclosure that they convene "upon the determination
that abnormal market risks are occurring or may be forthcoming[.]"
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Michael Henderson at 202-551-3364 or Cara Lubit at 202-551-5909 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Todd K. Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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Troutman Pepper Hamilton Sanders LLP

401 9th Street, NW, Suite 1000

Washington, DC  20004

troutman.com

Gregory F. Parisi

Partner

202.274.1933

gregory.parisi@troutman.com

April 3, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Michael Henderson, Cara Lubi, Todd K. Schiffman and James Lopez

Re: Burke & Herbert Financial Services Corp.

 Registration Statement on Form 10

 Filed February 28, 2023

 File No. 001-41633

Ladies and Gentlemen:

On behalf of our client, Burke & Herbert Financial Services Corp. (the “Company”), we submit this letter in response to the comments from the staff of the U.S. Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance (the “Staff”) received by letter dated March 29, 2023 (the “Staff Letter”) relating to the Company’s Registration Statement on Form 10 (File No. 001-41633) filed February 28, 2023 (the “Registration Statement”).

Concurrently with the submission of this response to the Staff Letter, the Company is filing Amendment No. 1 to the Registration Statement on Form 10 (the “Amended Registration Statement”), which reflects changes made in response to the Staff Letter and certain other changes.

For ease of reference, the text of each of the Staff’s comments is reproduced in italics in numerical sequence in this letter, with the response of the Company immediately following each comment.

Registration Statement on Form 10 filed February 28, 2023

Industry & Market Data, page 3

1.We note the statement that “there can be no assurance as to the accuracy or completeness” of information. Please delete as this is an inappropriate disclaimer to the investor's ability to rely on the disclosure.

RESPONSE:

In response to the Staff’s comment, the Company has removed the disclaimer.

Securities and Exchange Commission

April 3, 2023

Page 2

Business Overview, Page 1

2.In the last sentence on page 4, please briefly define “deposit listing services” and clarify whether these could include brokered deposits.

RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure under the “Investment Activities” header, now starting on page 6.

Management has specifically defined how we use “deposit listing services” and in light of the recent events referenced in comments 12 through 14, has expanded the commentary around “borrowed funds,” as well.

3.Please revise page 4 or where appropriate to provide a separate discussion for each loan category in your portfolio and discuss the risks that are unique to each category.

RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure starting on page 4 to provide a separate discussion on the specific material loan categories along with the risks that are unique to each of those categories.

The Bank, page 9

4.Where you identify capital and regulatory ratios and your actual ratios, please revise to cross reference to the tabular disclosure provided elsewhere, for example on page 123.

RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on Page 11 to include the following reference “See Note 11— Regulatory Capital Matters, in Notes to the December 31, 2022 Consolidated Financial Statements of the Company (the “Notes to Consolidated Financial Statements”) for additional information.”

In reviewing the Registration Statement, the Company has also included the above reference within Item 2. Financial Information – specifically following the “Selected Financial Data” table within footnote 5 of the Amended Registration Statement. This update can be found on page 41.

5.We note the discussion of cybersecurity on page 13. Please revise here or where appropriate to clarify the nature of the board’s role in overseeing the company’s cybersecurity risk management, the manner in which the board administers this oversight function and any effect this has on the board’s leadership structure.

RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure which begins on page 15 to provide additional details on the Company’s management of cybersecurity risk and the board’s oversight role.

The expected replacement or discontinuation of London Interbank Offered Rate (LIBOR) as a benchmark..., page 31

6.We note in the last sentence of “Recent Accounting Pronouncements” on page 102 you state, “The Company has limited exposure to the number of loans tied to LIBOR and the loan documents allow for the index to move to an alternative rate if the index currently in place, LIBOR, no longer exists. For any new loans, the Company is using an alternative rate as an

Securities and Exchange Commission

April 3, 2023

Page 3

index.” Please revise this risk factor to be consistent with the financial statement disclosures. Additionally, please advise us of the status of your efforts to modify the 7 loans indexed to LIBOR and tell us their approximate dollar amount:

RESPONSE:

The Company has revised its discussion of LIBOR in the risk factors and financial statement disclosures for consistency. Additionally, the Company has quantified the approximate aggregate value of such outstanding loans and has described its activities to modify such loans on page 35 within the Risk Factors.

Managements Discussion and Analysis of Financial Condition and Results of Operations, page 37

7.We note in the final sentence on page 1 that, “...additional employees and infrastructure are expected to be needed to manage the increasing customer relationships that would come with sustained growth.” We also note the statement in the second from last paragraph of the carryover risk factor on pages 33-34 that, “Our investment in compliance with existing and evolving regulatory requirements will result in increased administrative expenses that we did not previously incur. These costs may materially increase our general and administrative expenses.” Please revise the MD&A to discuss material trends, demands, commitments, events and uncertainties that could impact the company's liquidity, financial condition or operating results.

RESPONSE:

The Company has added a section within Item 2. Financial Information called “Key Factors Affecting Financial Performance” starting on page 47 by bifurcating factors that management can control and factors that are external to management that may impact our financial performance.

Executive Incentive Compensation, page 69

8.We note disclosure of the incentive weighting and amounts of actual incentive payments for 2022. Please revise to further clarify and quantify the targets for each metric that were used to calculate the actual incentive amounts paid. See Item 402(o) of Regulation S-K.

RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on page 75 to disclose the target amounts and the actual 2022 amounts used to calculate the actual incentive amounts paid. Further clarification was provided in the text following the table on page 75 of Item 6.

Description of the Registrant's Securities to Be Registered, page 81

9.Please revise to reconcile the number of authorized common shares identified here (20 million) with the amount in your articles of incorporation filed as Exhibit 3.1 (500,000). The series preferred amounts also do not reconcile. Please revise accordingly.

RESPONSE:

The Company has included a copy of the Articles of Amendment to its Articles of Incorporation as Exhibit 3.2, to reflect the amendment to its articles as of October 28, 2022, which amended the Company’s articles to give effect to a 40:1 forward share split and par value change, approved by the Company’s Board of Directors on October 27, 2022. This amendment changed the number of authorized shares to 20,000,000 shares of common stock, with a $0.50 par value. The amount of authorized Serial Preferred Stock has been revised throughout the Amended Registration

Securities and Exchange Commission

April 3, 2023

Page 4

Statement to reflect that the Company is authorized to issue 2,000,000 shares of serial preferred stock, as provided in the Company’s amended articles.

Item 13. Financial Statements and Supplementary Data

Consolidated Statements of Income, page 89

10.Please revise the face of your consolidated statements of income to comply with the presentation requirements under Rule 9-04 of Regulation S-X. For example, we note that the line item for “Provision for (recapture of) loan losses” should be presented below the line item Net interest income and should also present a subtotal for net interest income after provision for (recapture of) loan losses.

RESPONSE:

In response to the Staff’s comment, the Company has revised the face of its consolidated statements of income on page 95.

Note 1— Nature of Business Activities and Significant Accounting Policies

Loans, page 96

11.Please revise to disclose your accounting policy for charging off loans. To the extent that there are different criteria used by loan portfolio segment or other relevant factors, describe as applicable.

RESPONSE:

In response to the Staff’s comment, we have disclosed our accounting policy for charging off loans  under the heading, “Significant Accounting Policies--Allowance for Loan Losses,” on page 104 of the Amended Registration Statement.

General

12.In light of recent market events and activities within the banking sector, please revise Business, Risk Factors, Management’s Discussion and Analysis and other sections, where appropriate, to address any material impact these events and activities have had on your financial condition, operations, customer base, liquidity, capital position and risk profile. Provide quantitative and qualitative disclosure as appropriate and clarify what actions management is undertaking in response to the market events and activities.

RESPONSE:

In response to the Staff’s request, the Company has made numerous changes to its disclosure throughout the document, expanding disclosure under Business, Risk Factors, Management’s Discussion and Analysis, and other sections to provide more information about its financial condition, operations, customers, liquidity and risk management. Principally, the Company added a new Risk Factor and expanded other risk factors in light of recent market events in its industry.  It has also added a section “Recent Events in the Financial Services Industry” (page 42) and expanded on the discussion of “Liquidity Management” (page 45) in its Management’s Discussion and Analysis to discuss recent events and the Company’s response. The Company enhanced its discussion of market risk and interest rate sensitivity on page 65, and in its responses to the Staff’s other comments, considered recent market events in crafting its replies.

In response to the Staff’s comments on requesting enhanced quantitative disclosures, management believes that publicly disclosing select intra-period calculations could be misleading as such information would not have followed our internal control framework. The Company’s execution of its risk framework, which applies to all of our public disclosures, when taken in

Securities and Exchange Commission

April 3, 2023

Page 5

whole, provides the necessary context about our full financial position. Moreover, management believes that recent events will not have a material impact to the Company’s financial position at the end of the first quarter 2023.

13.In this regard, examples of expanded disclosure may include but are not limited to the following:

•Provide an update on your liquidity management and capital position as of a more recent date. Include qualitative and quantitative information about your cash position, investment securities, deposits, borrowings and sources of available but unused borrowings. For example, we note that you had gross unrealized losses of $165.8 million on AFS securities at December 31, 2022. Any such revised disclosures should include identifying and discussing material stress testing scenarios, metrics or measures that you have utilized to evaluate, monitor and manage your liquidity and capital position;

•Discuss material trends and recent activities, as of a more recent date, in your deposits balance, such as deposit inflows, withdrawals, uninsured vs. insured deposits and average rates offered by type of deposit (e.g., demand deposits, time deposits, etc.);

•Disclose and discuss any significant market, industry or individual concentrations in your deposit balance and how you manage the concentration risk, if applicable. For example, revise to disclose if there are any significant industries or other concentrations within the population of depositors with any deposits in excess of the FDIC insurance limit of $250,000; and

•In regard to your Quantitative and Qualitative Disclosures about Market Risk, expand your discussion of interest rate risk and interest rate sensitivity to help readers better understand and assess potential impacts to various financial statement line items impacting your financial condition and results of operations.

RESPONSE:

As noted in our response to Comment 12, the Company has revised its disclosure throughout in response to recent market events. In response to the Staff’s request, the Company has

•Provided an update as to actions taken in response to recent market events noting that, under multiple stress scenarios, the Company remained above well-capitalized levels and within internal liquidity guidelines (please note that the estimated gross unrealized loss on AFS securities improved by approximately $20 million by the end of the first quarter 2023);

•Provided an update on its liquidity management and capital position by providing information identifying and discussing material stress testing scenarios, metrics, and measures used to monitor and manage the Company’s position in the current market environment;

•Enhanced its Management Discussion and Analysis to discuss material trends and recent market activities and events;

•Described the lack of specific industry or individual concentrations in its deposit balance and uninsured deposits, while explaining how it manages concentration risks; and

•Expanded its discussion of interest rate risk and interest rate sensitivity.

14.We note the statement on page 59 that your Asset/Liability Committee manages interest rate sensitivity “by changing the mix, pricing and re-pricing characteristics of its assets and

Securities and Exchange Commission

April 3, 2023

Page 6

liabilities, through the management of its investment portfolio, its offerings of loan and selected deposit terms and through wholesale funding.” Explain and quantify the existence of material asset liability mismatch, if applicable, for the periods presented or as of a more recent date, and discuss how the ALCO considers, measures, and manages mismatch and related risks, including what information it has considered related to recent market events. Please disclose whether you have a Chief Risk Officer, which individuals or committees are responsible for the “risk management practices” referenced on pages 18 and 28, and disclose the frequency of meetings by the relevant individuals and/or committees.

RESPONSE:

In response to the Staff’s request, the Company has added details to its disclosure to provide more details about how the ALCO manages interest rate risks and the possibility of material asset liability mismatch on page 65. There are no material asset liability mismatches for the periods presented. Additionally, the Company has further described its risk management practices on page 20 of the Amended Registration Statement.

Thank you for your consideration of the Company’s response.  If you have any questions or require additional information, please do not hesitate to contact me at the phone number o

United States securities and exchange commission logo
March 29, 2023
Roy Halyama
Chief Financial Officer
Burke & Herbert Financial Services Corp.
100 S. Fairfax Street
Alexandria, Virginia 22314
Re:Burke & Herbert Financial Services Corp.
Registration Statement on Form 10
Filed on February 28, 2023
File No. 001-41633
Dear Roy Halyama:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10 filed on February 28, 2023
Industry and Market Data, page iii
1.We note the statement that "there can be no assurance as to the accuracy or completeness"
of information.  Please delete as this is an inappropriate disclaimer to the investor's ability
to rely on the disclosure.
Business Overview, page 1
2.In the last sentence on page 4, please briefly define "deposit listing services" and clarify
whether these could include brokered deposits.
3.Please revise page 4 or where appropriate to provide a separate discussion for each loan
category in your portfolio and discuss the risks that are unique to each category.

 FirstName LastNameRoy Halyama
 Comapany NameBurke & Herbert Financial Services Corp.
 March 29, 2023 Page 2
 FirstName LastName
Roy Halyama
Burke & Herbert Financial Services Corp.
March 29, 2023
Page 2
The Bank, page 9
4.Where you identify capital and regulatory ratios and your actual ratios, please revise to
cross reference to the tabular disclosure provided elsewhere, for example on page 123.
5.We note the discussion of cybersecurity on page 13.  Please revise here or where
appropriate to clarify the nature of the board’s role in overseeing the company’s
cybersecurity risk management, the manner in which the board administers this oversight
function and any effect this has on the board’s leadership structure.
The expected replacement or discontinuation of London Interbank Offered Rate (LIBOR) as a
benchmark..., page 31
6.We note in the last sentence of "Recent Accounting Pronouncements" on page 102 you
state, "The Company has limited exposure to the number of loans tied to LIBOR and the
loan documents allow for the index to move to an alternative rate if the index currently in
place, LIBOR, no longer exists. For any new loans, the Company is using an alternative
rate as an index." Please revise this risk factor to be consistent with the financial statement
disclosures. Additionally, please advise us of the status of your efforts to modify the 7
loans indexed to LIBOR and tell us their approximate dollar amount.
Managements Discussion and Analysis of Financial Condition and Results of Operations, page
37
7.We note in the final sentence on page 1 that, "...additional employees and infrastructure
are expected to be needed to manage the increasing customer relationships that would
come with sustained growth."  We also note the statement in the second from last
paragraph of the carryover risk factor on pages 33-34 that, "Our investment in compliance
with existing and evolving regulatory requirements will result in increased administrative
expenses that we did not previously incur. These costs may materially increase our
general and administrative expenses."  Please revise the MD&A to discuss material trends,
demands, commitments, events and uncertainties that could impact the company's
liquidity, financial condition or operating results.
Executive Incentive Compensation, page 69
8.We note disclosure of the incentive weighting and amounts of actual incentive
payments for 2022. Please revise to further clarify and quantify the targets for each metric
that were used to calculate the actual incentive amounts paid. See Item 402(o) of
Regulation S-K.

 FirstName LastNameRoy Halyama
 Comapany NameBurke & Herbert Financial Services Corp.
 March 29, 2023 Page 3
 FirstName LastName
Roy Halyama
Burke & Herbert Financial Services Corp.
March 29, 2023
Page 3
Description of the Registrant's Securities to Be Registered, page 81
9.Please revise to reconcile the number of authorized common shares identified here (20
million) with the amount in your articles of incorporation filed as Exhibit 3.1 (500,000).
The series preferred amounts also do not reconcile.  Please revise accordingly.
Item 13. Financial Statements and Supplementary Data
Consolidated Statements of Income, page 89
10.Please revise the face of your consolidated statements of income to comply with the
presentation requirements under Rule 9-04 of Regulation S-X. For example, we note that
the line item for  “Provision for (recapture of) loan losses” should be presented below the
line item Net interest income and should also present a subtotal for net interest income
after provision for (recapture of) loan losses.
Note 1— Nature of Business Activities and Significant Accounting Policies
Loans, page 96
11.Please revise to disclose your accounting policy for charging off loans.  To the extent that
there are different criteria used by loan portfolio segment or other relevant factors,
describe as applicable.
General
12.In light of recent market events and activities within the banking sector, please revise
Business, Risk Factors, Management’s Discussion and Analysis and other sections, where
appropriate, to address any material impact these events and activities have had on your
financial condition, operations, customer base, liquidity, capital position and risk profile.
Provide quantitative and qualitative disclosure as appropriate and clarify what actions
management is undertaking in response to the market events and activities.
13.In this regard, examples of expanded disclosure may include but are not limited to the
following:
•Provide an update on your liquidity management and capital position as of a more
recent date.  Include qualitative and quantitative information about your cash
position, investment securities, deposits, borrowings and sources of available but
unused borrowings.  For example, we note that you had gross unrealized losses of
$165.8 million on AFS securities at December 31, 2022.  Any such revised
disclosures should include identifying and discussing material stress testing
scenarios, metrics or measures that you have utilized to evaluate, monitor and
manage your liquidity and capital position;
•Discuss material trends and recent activities, as of a more recent date, in your
deposits balance, such as deposit inflows, withdrawals, uninsured vs. insured deposits
and average rates offered by type of deposit (e.g., demand deposits, time deposits,
etc.);

 FirstName LastNameRoy Halyama
 Comapany NameBurke & Herbert Financial Services Corp.
 March 29, 2023 Page 4
 FirstName LastName
Roy Halyama
Burke & Herbert Financial Services Corp.
March 29, 2023
Page 4
•Disclose and discuss any significant market, industry or individual concentrations in
your deposit balance and how you manage the concentration risk, if applicable.  For
example, revise to disclose if there are any significant industries or other
concentrations within the population of depositors with any deposits in excess of the
FDIC insurance limit of $250,000; and
•In regard to your Quantitative and Qualitative Disclosures about Market Risk, expand
your discussion of interest rate risk and interest rate sensitivity to help readers better
understand and assess potential impacts to various financial statement line items
impacting your financial condition and results of operations.
14.We note the statement on page 59 that your Asset/Liability Committee manages interest
rate sensitivity “by changing the mix, pricing and re-pricing characteristics of its assets
and liabilities, through the management of its investment portfolio, its offerings of loan
and selected deposit terms and through wholesale funding.” Explain and quantify the
existence of material asset liability mismatch, if applicable, for the periods presented or as
of a more recent date, and discuss how the ALCO considers, measures, and manages
mismatch and related risks, including what information it has considered related to recent
market events. Please disclose whether you have a Chief Risk Officer, which individuals
or committees are responsible for the “risk management practices” referenced on pages 18
and 28, and disclose the frequency of meetings by the relevant individuals and/or
committees.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Michael Henderson at 202-551-3364 or Cara Lubit at 202-551-5909 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Todd K. Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance