What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-17 · 38 added, 43 removed, 123 unchanged (40% of the section changed)

13 unchanged sentences

Based on the assessment using those criteria, management concluded that the internal control over financial reporting was effective on December 31, 2025.

The Company’s internal control over financial reporting as of December 31, 2025, has been audited by Crowe LLP, an independent registered public accounting firm, as stated in their accompanying report appearing on page 95 , which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Attestation Report of Independent Auditor

In accordance with the JOBS Act enacted on April 5, 2012, the Company qualifies as an “emerging growth company,” which entitles the Company to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs.

Specifically, the JOBS Act defers the requirement to have the Company’s independent auditor assess the Company’s internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.

As such, the Company is exempted from the requirement to include an auditor attestation report in this Annual Report for so long as the Company remains an EGC, which may be for as long as five years following its initial registration in the United States.

The Report of Management's Assessment of Internal Control Over Financial Reporting and the Report of Crowe LLP, Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report on Form 10-K.

The attestation report of the Company's independent registered public accounting firm appears on page 95 of the Annual Report on Form 10-K of Burke & Herbert Financial Services Corp.

for the year ended December 31, 2025.

Changes in Internal Control Over Financial Reporting

8 unchanged sentences

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.

Pursuant to General Instructions G(3) of Form 10-K, the information contained under captions “Proposal 1 Election of Directors,” “Board of Directors - Meetings and Committees of the Board of Directors,” “Executive Officers,” “Delinquent Section 16(a) Reports” and “Board of Directors - Code of Ethics” in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders is incorporated into this item by reference.

Since the disclosure of the procedures in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders, the Company has not adopted any material changes to the procedures by which shareholders may recommend nominees to the Company’s Board of Directors.

Executive Compensation

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.

Pursuant to General Instructions G(3) of Form 10-K, the information contained under the caption “Executive Compensation,” excluding the information under the subheading “Pay Versus Performance”, “Compensation Discussion and Analysis”, “CEO Pay Ratio” and “Compensation Committee Report” in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders is incorporated into this item by reference.

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

16 unchanged sentences

As of December 31, 2025, 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.

Participants purchased 7,020 aggregate shares during this purchase period.

As of December 31, 2025, there was an open purchase period under the 2023 ESPP, which will conclude on February 28, 2026.

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

3 unchanged sentences

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.

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

As of December 31, 2025, zero shares of common stock are issuable pursuant to outstanding RSUs issued under the Summit LTIP, and 35,093 shares of common stock are issuable, based upon our December 31, 2025, closing price of $62.31, with respect to 156,427 SAR awards exercisable at December 31, 2025, under the Summit LTIP.

No further grants may be made under the Summit LTIP.

1 unchanged sentence

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 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 “Board of Directors - Director Independence” and “Company Transactions With Related Parties” in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders is incorporated into this item by reference.

Principal Accountant Fees and Services

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 2026 Annual Meeting of Shareholders is incorporated into this item by reference.

11 unchanged sentences

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

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 Form 8-K filed on August 25, 2023)

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

, 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 3.4 to the Form 10-Q, filed May 10, 2024)

Agreement and Plan of Merger between Burke & Herbert Financial Services Corp.

and LINKBANCORP, Inc.

(incorporated by reference to Exhibit 2.1 to the Form 8-K, filed December 18, 2025)

3.1* Articles of Incorporation of Burke & Herbert Financial Services Corp., as amended (incorporated by reference to Exhibit 3.1 to the Form 10-Q, filed August 13, 2024)

Amended & Restated Bylaws of Burke & Herbert Financial Services Corp.

(incorporated by reference to Exhibit 3.1 to the Form 8-K, filed December 18, 2025)

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)

Description of Burke & Herbert Financial Serv ices Corp.

Description of Burke & Herbert Financial Services Corp.

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

3 unchanged sentences

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.

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.

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 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.

Boyle (incorporated by reference to Exhibit 10.4 to the Form 10 Registration Statement, filed February 28, 2023)

First Amendment to Employment Agreement, dated as of October 27, 2022, by and among Burke & Herbert Bank & Trust, and David P.

Boyle (incorporated by reference to Exhibit 10.5 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 Roy E.

Halyama (incorporated by reference to Exhibit 10.6 to the Form 10 Registration Statement, filed February 28, 2023)

First Amendment to Employment Agreement, dated as of October 27, 2022, by and among Burke & Herbert Bank & Trust, and Roy E.

Halyama (incorporated by reference to Exhibit 10.7 to the Form 10 Registration Statement, filed February 28, 2023)

Change in Control Agreement, dated as of June 16, 2014, by and among Burke & Herbert Bank & Trust and Jeffrey A.

Welch (incorporated by reference to Exhibit 10.8 to the Form 10 Registration Statement, filed February 28, 2023)

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

S econd Amended and Restated Employment Agreement, dated as of October 28, 2025, by and among Burke & Herbert Bank & Trust Company, Burke & Herbert Financial Services C orp.

Boy le (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 29, 2025)

S econd Amended and Restated Employm ent Agreement , dated as of October 28, 2 025 , by and among Burke & Herbert Bank & Trust Company, Burke & Herbert Financial Services Corp.

Halyama (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on October 29, 2025)

Burke & Herbert Bank & Trust Supplemental Executive Retirement Plan, effective January 23, 2014 (incorporated by reference to Exhibit 10.9 to the Form 10 Registration Statement, filed February 28, 2023)

7 unchanged sentences

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

S eparation Agreement and Release of Claims, dated as of January 2, 2025, by and between Burke & Herbert Bank & Trust Company and Jeffrey Welch (incorporated by reference to Exhibit 10.14 to the Form 10-K filed March 17, 2024)

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.

5 unchanged sentences

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

2014 Long-Term Incentive Plan Stock Settled Stock Appreciation Rights Agreement 2023 Award (incorporated by reference to Exhibit 10.20 to the Form 10-K filed on March 22, 2024)

Offer Letter with Patrick “ Kip ” Huffman dated March 11, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 21, 2025)

F orm of Summit Community Bank Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.1 to Summit Financial Group, Inc.’s Form 8-K filed July 21, 2021 (File No.

Form of First Amendment to the Summit Community Bank Supplemental Executive Retirement Plan and Consent to Termination of Summit Community Bank Supp lemental Executive Retirement Trust (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on December 23, 2025)

Burke & Herbert Financial Services Corp.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Form 10-K filed on March 22, 2024)

Subsidiaries of Burke & Herbert Financial Services Corp.

(incorporated by reference to Exhibit 21.1 to the Form 10-K filed on March 22, 2024)

Consent of Crowe LLP

12 unchanged sentences

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.

All other schedules for which provision is made in the applicable accounting regulations 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

1 unchanged sentence

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 17, 2025

February 27, 2026

Burke & Herbert Financial Services Corp.

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 and Chief Executive Officer (Principal Executive Officer)

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

/s/ Kirtan Parikh

Kirtan Parikh

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

/s/ Patrick K.

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

Charles Maddy, III

8 unchanged sentences

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