Burke & Herbert Financial Services Corp. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders of Record The Common Stock of the Company is listed on the Nasdaq Capital Market under the symbol “BHRB”. As of February 24, 2026, the Company had 15,038,857 shares of Common Stock outstanding and there were 1,224 holders of record of our common stock. Dividends There are no restrictions in the Company’s corporate articles on its ability to pay dividends. The Company has historically paid quarterly cash dividends to its shareholders and expects to pay comparable dividends in the future. On January 22, 2026, the Company announced a cash dividend of $0.55 per share on the Company’s outstanding Common Stock, payable on March 2, 2026, to shareholders of record as of February 13, 2026. Holders of our Common Stock are only entitled to receive dividends when, as, and if declared by the Board out of funds legally available for dividends. As the Company is a financial holding company and does not engage directly in business activities of a material nature, its ability to pay dividends depends, in large part, upon the receipt of dividends from the Bank. Any future determination relating to our dividend policy will be made by the Board and will depend on a number of factors, including general and economic conditions, industry standards, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, our ability to service debt obligations senior to our Common Stock, banking regulations, contractual, legal, tax and regulatory restrictions, and limitations on the payment of dividends by the Company to its shareholders or by the Bank, and such other factors as the Board may deem relevant. Purchases of Equity Securities by the Issuer In April, 2025, our Board of Directors authorized a share repurchase program pursuant to which Burke & Herbert may purchase up to $50.0 million of the Company’s common stock. The repurchases can be made in the open market, in privately negotiated transactions, or in structured share repurchase programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, and other factors. The program does not obligate Burke & Herbert to acquire any particular amount of common stock and the program may be suspended at any time at our discretion. The following table provides information about the Company’s purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act for the periods indicated: Period Total number of shares purchased Average price paid per share (1) (2) Total number of shares purchased as part of publicly announced plans or programs (2) Approximate dollar value of shares that may yet be purchased under the plans or programs (3) October 1 - 31, 2025 — — — 50,000 November 1 - 30, 2025 — — — 50,000 December 1 - 31, 2025 — — — 50,000 (1) There were no shares purchased during the period that were transferred to the Company from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units during the period. (2) No shares were purchased by the Company under any share repurchase program during the quarter ended December 31, 2025. (3) The Company’s share repurchase program was authorized on April 25, 2025. 60 Table of Contents During the years ended December 31, 2024 and December 31, 2023, we had no active share repurchase programs. Restricted Stock Unit Share Withholding We also withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock unit awards under our equity incentive program. During the year ended December 31, 2025, we withheld approximately 11,746 shares at a total cost of $684,592 through net share settlements. Refer to Note 23 of the Notes to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for further discussion regarding our equity incentive plan. Performance Graph Set forth below is a line graph comparing the cumulative total return of the Company’s Common Stock assuming reinvestment of dividends, with that of the Nasdaq Composite Total Return Index and the Keefe, Bruyette & Woods Regional Banking Total Return Index for the five-year period, ending December 31, 2025. The cumulative total shareholder return assumes a $100 investment, on December 30, 2020, in the common stock of the Company, and each index and the cumulative return is measured as of each subsequent fiscal year-end. There is no assurance that the Company’s common stock performance will continue in the future with the same or similar trends as depicted in the graph. 61 Table of Contents For the Year Ended 12/30/2020 12/31/2021 12/31/2022 12/31/2023 12/30/2024 12/31/2025 Burke & Herbert Financial Services Corp. 100.00 133.86 177.23 163.00 167.14 172.91 Nasdaq Composite Total Return Index 100.00 122.18 82.42 119.21 154.46 187.11 Keefe, Bruyette & Woods Regional Banking Total Return Index 100.00 136.64 127.17 126.66 143.38 152.70 The Stock Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing. 62 Table of Contents Item 6. Reserved 63 Table of Contents