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Item 9A. Controls and Procedures

2025-03-17 compared with 2024-03-22 · 77 added, 39 removed, 89 unchanged (57% of the section changed)

6 unchanged sentences

Management’s Annual Report on Internal Control over Financial Reporting

This annual report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act.

The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 using the criteria set forth in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013 framework).

Based on the assessment using those criteria, management concluded that the internal control over financial reporting was effective on December 31, 2024.

Attestation Report of Independent Auditor

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

3 unchanged sentences

Directors, Executive Officers, and Corporate Governance

Pursuant to General Instructions G(3) of Form 10-K, the information contained under the captions “The Board of Directors,” “Executive Officers,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders is incorporated into this item by reference.

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons.

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Pursuant to General Instructions G(3) of Form 10-K, the information contained under captions “Proposal 1 Election of Directors,” “The Board of Directors,” “Executive Officers,” “Delinquent Section 16(a) Reports” and “The Board of Directors - Code of Ethics” in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders is incorporated into this item by reference.

Executive Compensation

Pursuant to General Instructions G(3) of Form 10-K, the information contained under the captions “Executive Compensation,” “Director Compensation,” and “Compensation Committee Interlocks and Insider Participation” in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders is incorporated into this item by reference.

Pursuant to General Instructions G(3) of Form 10-K, the information contained under the caption “Executive Compensation,” “Executive Compensation - Director Compensation,” and “Executive Compensation - Compensation Committee Interlocks and Insider Participation” in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders is incorporated into this item by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

Pursuant to General Instructions G(3) of Form 10-K, the information contained under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders is incorporated by reference.

Pursuant to General Instructions G(3) of Form 10-K, the information contained under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders is incorporated by reference.

Equity Compensation Plans

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Equity compensation plans approved by shareholders (1)

Equity compensation plans not approved by shareholders

100,510 (1) $ — (2) 536,607 (3)

(1) Consists of RSUs awarded under the 2023 SIP following its approval by shareholders at the Company’s 2023 annual meeting of shareholders on March 30, 2023.

(2) There is no weighted average exercise price to disclose because RSU awards do not have an exercise price.

Equity compensation plans not approved by shareholders 33,692 (4) — (2) — (5)

Total 134,202 $ — 536,607

(1) Consists of 100,510 shares of common stock issuable pursuant to outstanding RSUs awarded under the 2023 SIP.

(2) Since RSU awards do not have an exercise price, they are not included in the weighted average exercise price.

(3) Includes 224,377 shares of common stock remaining available for future equity awards under the 2023 SIP at December 31, 2024, as well as 312,230 shares of common stock remaining available for issuance and delivery under the 2023 ESPP.

The 2023 SIP and the 2023 ESPP both authorize up to 250,000 shares of Common Stock for issuance, increasing on an annual basis by an amount equal to the lesser of 1% of the Company’s common shares issued and outstanding on the last day of the immediately preceding fiscal years and such smaller number of Common Stock as may be determined by the Board.

The 2023 SIP and the 2023 ESPP both authorize up to 250,000 shares of Common Stock for issuance, increasing on an annual basis by an amount equal to the lesser of 1% of the Company’s common shares issued and outstanding on the last day of the immediately preceding fiscal years (not to exceed 250,000 for the 2023 ESPP) and such smaller number of Common Stock as may be determined by the Board.

The 2023 SIP also includes share recycling to the extent that an award granted under the 2023 SIP or 2019 SIP terminates, expires, is canceled, or is forfeited for any reason, the shares associated with that award will become available for grant under the 2023 Plan.

As of December 31, 2023, no shares have been recycled from the 2019 SIP.

The maximum number of shares of common stock available for issuance under both the 2023 SIP and the 2023 ESPP was increased by 74,287 shares on January 1, 2024.

As of December 31, 2024, 600 shares have been recycled from the 2019 SIP.

As of December 31, 2024, there was an open purchase period under the 2023 ESPP, which concluded on February 28, 2025.

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(4) Includes RSUs awarded under the 2019 SIP prior to the adoption of the 2023 SIP.

The 2019 SIP was originally adopted by the board of directors of Burke & Herbert Bank & Trust Company and was then subsequently adopted by the Board of the Company, as amended, on October 27, 2022, upon its commencement of operations as a bank holding company.

The 2019 SIP was originally adopted by the Board of Directors of the Bank and was then subsequently adopted by the Board of the Company, as amended, on October 27, 2022, upon its commencement of operations as a bank holding company.

The 2019 SIP is an omnibus equity incentive plan which allows for the grant of Common Stock, stock options, SARs, restricted stock, RSUs, dividend equivalent rights, and cash-based awards to employees, directors, and consultants of the Company and its affiliates.

The only outstanding equity awards granted under the 2019 SIP are RSUs, which vest upon the completion of a service period, specific performance goal, and/or a combination thereof.

(5) The Company had no equity compensation plans not approved by the shareholders under which equity awards may have been granted at December 31, 2023, because no future awards could be granted under the 2019 SIP as of the date of the 2023 SIP’s approval.

The table does not include information for the Summit Financial Group, Inc.

Long-Term Incentive Plan (the “Summit LTIP”) assumed by the Company upon completion of the Merger.

As of December 31, 2024, 118 shares of common stock are issuable pursuant to outstanding RSUs issued under the Summit LTIP, and 136,943 shares of common stock are issuable, based upon our December 31, 2024, closing price of $62.36, with respect to 183,971 SAR awards exercisable at December 31, 2024, under the Summit LTIP.

No further grants may be made under the Summit LTIP.

(5) No further awards may be granted under either the 2019 SIP or the Summit LTIP.

Certain Relationships and Related Transactions, and Director Independence

Pursuant to General Instructions G(3) of Form 10-K, the information contained under the captions “The Board of Directors - Director Independence” and “Company Transactions With Related Parties” in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders is incorporated into this item by reference.

Pursuant to General Instructions G(3) of Form 10-K, the information contained under the captions “The Board of Directors - Director Independence” and “Company Transactions With Related Parties” in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders is incorporated into this item by reference.

Principal Accounting Fees and Services

Pursuant to General Instructions G(3) of Form 10-K, the information contained under the captions “Audit Committee Report” in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders is incorporated into this item by reference.

Pursuant to General Instructions G(3) of Form 10-K, the information contained under the caption “Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders is incorporated into this item by reference.

Exhibit and Financial Statement Schedules

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The following exhibits are included as part of this Form 10-K:

A gree ment and Plan of Re organization between Burke & Herbert Financial Services Corp.

A greement and Plan of Reorganization between Burke & Herbert Financial Services Corp.

and Summit Financial Group, Inc.

, dated as of August 24, 2023 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed August, 25, 2023)

dated as of August 24, 2023 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on August 25, 2023)

3.1* Articles of Incorporation of Burke & Herbert Financial Services Corp.

(incorporated by reference to Exhibit 3.1 to the Form 10 Registration Statement, filed February 28, 2023)

3.2* Articles of Amendment to the Articles of Incorporation of Burke & Herbert Financial Services Corp .

(incorporated by reference to Exhibit 3.2 to the Form 10/A Registration Statement, filed April 3, 2023)

, as amended (incorporated by reference to Exhibit 3.1 to the Form 10-Q, filed August 13, 2024)

3.3* Bylaws of Burke & Herbert Financial Services Corp.

(incorporated by reference to Exhibit 3.2 to the Form 10 Registration Statement, filed February 28, 2023)

(incorporated by reference to Exhibit 3.4 to the Form 10-Q, filed May 10, 2024)

4.1* Specimen certificate for the Common Stock of Burke & Herbert Financial Services Corp.

(incorporated by reference to Exhibit 4.1 to the Form 10/A Registration Statement, filed April 3, 2023)

4.2# D escription of the Securities

2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 10 Registration Statement, filed February 28, 2023)

Description of Burke & Herbert Financial Serv ices Corp.

Securities (incorporated by reference to Exhibit 4.1 to the Form S-3 Registration Statement, Filed November 15, 2024)

Summit Financial Group, Inc., Form of 5.00% Fixed-to-Floating Rate Subordinated Notes due 2030 (included as Exhibit A to the Form of Subordinated Note Purchase Agreement dated as of September 22, 2020, by and between Summit Financial Group, Inc.

and each of the Purchasers) (incorporated by reference to Exhibit 10.1 to Summit Financial Group, Inc.’s Form 8-K filed on September 23, 2020 (File No.

Summit Financial Group, Inc., Forms of 3.25% Fixed-to-Floating Rate Subordinated Note due 2031 (included as Exhibit A-1 and Exhibit A-2 to the Indenture, dated as of November 16, 2021, by and between Summit Financial Group, Inc.

and UMB Bank, N.A., as Trustee) (incorporated by reference to Exhibit 4.1 to Summit Financial Group, Inc.’s Form 8-K filed on November 17, 2021 (File No.

Indenture, date d as of November 16, 2021, by and between Summit Financial Group, Inc.

and UMB Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Summit Financial Group, Inc.’s Form 8-K filed on November 17, 2021 (File No.

2019 Stock Incentive Plan as Amended October 27, 2022 (incorporated by reference to Exhibit 10.2 to the Form 10 Registration Statement, filed February 28, 2023)

2021 Amended & Restated Nonqualified Deferred Compensation Plan for Employers & Directors (incorporated by reference to Exhibit 10.3 to the Form 10 Registration Statement, filed February 28, 2023)

2021 Amended & Restated Nonqualified Deferred Compensation Plan for Employe es & Directors (incorporated by reference to Exhibit 10.3 to the Form 10 Registration Statement, filed February 28, 2023)

Amended & Restated Employment Agreement, dated as of September 1, 2022, by and among Burke & Herbert Bank & Trust, and David P.

13 unchanged sentences

2023 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the Form S-8, filed on May 26, 2023)

Employment Agreement, dated as of August 24, 2023, by and between Burke & Herbert Bank & Trust Company and H.

Charles Maddy, III (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 3, 2024)

Burke & Herbert Bank 2024-2025 Merger Incentive Plan (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on May 3, 2024)

Burke & Herbert Bank 2024-2025 Merger Incentive Plan Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.5 to the Form 8-K filed on May 3, 2024 )

Separation Agreement and Release of Claims, dated as of January 2, 2025, by and between Burke & Herbert Bank & Trust Company and Jeffrey Welch

Summit Financial Group, Inc.

2014 Long- Term Incentive Plan (incorporated by reference to Summit Financial Group, Inc.’s Form S-8 filed on September 25, 2014 (File No.

F orm of Summit Fina ncial Group, Inc.

201 4 Long-Term Incentive Plan Stock Settled Stock Appreciation Rights Agreement 2015 Award (incorporated by reference to Exhibit 10.1 to Summit Financial Group, Inc.’s Form 8-K filed April 29, 2015 (File No.

Form of Summit Financial Group, Inc.

2014 Long-Term Incentive Plan Stock Settled Stock Appreciation Rights Agreement 201 7 Award (incorporated by reference to Exhibit 10.3 to Summit Financial Group, Inc.’s Form 8-K filed February 15, 2017(File No.

Form of Summit Financial Group, Inc.

2014 Long-Term Incentive Plan Stock Settled Stock Appreciation Rights Agreement 201 9 Award (incorporated by reference to Exhibit 10.3 to Summit Financial Group, Inc.’s Form 8-K filed February 7, 2019 (File No.

Form of Summit Financial Group, Inc.

2014 Long-Term Incentive Plan Stock Settled Stock Appreciation Rights Agreement 20 21 Award (incorporated by reference to Exhibit 10.2 to Summit Financial Group, Inc.’s Form 8-K filed July 21, 2021 (File No.

Form of Summit Financial Group, Inc.

2014 Long-Term Incentive Plan Stock Settled Stock Appreciation Rights Agreement 2023 Award

Burk e & Herbert Financial Services Corp.

Insider Trading Policy

Subsidiaries of Burke & Herbert Financial Services Corp.

C onsent of Crowe LLP

24.1 Power of Attorney (included as part of the signature page to this report)

R ule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer of Registrant

Rule 13a-14(a)/15d-14(a) Certification of the Principal Fi nan cial Officer of Registrant

S ection 1350 Certification of the Principal Executive Officer of Re gistrant

Consent of Crowe LLP

Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer of Registrant

Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer of Registrant

Section 1350 Certification of the Principal Executive Officer of Registrant

Section 1350 Certification of the Principal Financial Officer of Registrant

E xecutive Compensation Recovery Policy

Executive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Form 10-K filed on March 22, 2024)

101 The following materials from the registrant’s Annual Report on Form 10-K Report for the year ended December 31, 2024, formatted in Inline XBRL:

(i) the Consolidated Balance Sheets, (ii) the Consolidated Income Statements, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

The cover page of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (contained in Exhibit 101).

3 unchanged sentences

# Filed herewith

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable or pertain to items as to which the required disclosures have been made elsewhere in the financial statements and notes thereto, and therefore have been omitted.

Form 10-K Summary

3 unchanged sentences

Burke & Herbert Financial Services Corp.

Chairman of the Board, President, & Chief Executive Officer

BE IT KNOWN BY THESE PRESENT:

Each of the undersigned directors and officers, has made, constituted, and appointed, and does hereby make, constitute, and appoint Roy E.

Halyama and Kirtan Parikh, and each of them (with full power to each of them to act alone), with full power of substitution, his or her true and lawful attorneys-in-fact, for him or her and in his or her name, place and stead to affix his or her signature as director or officer or both, as the case may be, of the registrant, to any and all amendments to this Annual Report on Form 10-Kt and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to be done in the premises, as fully as he or she might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 17, 2025.

Chairman of the Board, President & Chief Executive Officer (Principal Executive Officer)

Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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Kirtan Parikh

Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

Senior Vice President and Interim Chief Accounting Officer (Principal Accounting Officer)

Charles Maddy, III

President and Director

/s/ Julian F.

2 unchanged sentences

/s/ Katherine D.

/s/ Nicolas Carosi III

Nicolas Carosi III

/s/ Michael D.

/s/ Georgette R.

/s/ Charles S.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures