Burke & Herbert Financial Services Corp. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of December 31, 2025, the Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. In designing and evaluating its disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that objectives of the disclosure controls and procedures are met. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of December 31, 2024, were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to management of the Company, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control over Financial Reporting 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, 2025 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, 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 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 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. 166 Table of Contents Item 9B. Other Information During the three months ended December 31, 2025, none of our directors or officers (as defined by Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended). 167 Table of Contents Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 168 Table of Contents PART III Item 10. Directors, Executive Officers, and Corporate Governance 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,” “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. 169 Table of Contents Item 11. Executive Compensation 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. 170 Table of Contents Item 12. 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 2026 Annual Meeting of Shareholders is incorporated by reference. Equity Compensation Plans The following table sets forth securities authorized for issuance under the 2019 SIP, the 2023 SIP, and the 2023 ESPP as of December 31, 2025. Figures below are presented on an as-converted basis. Plan Category Number of securities to be issued upon exercise of outstanding options, warrant and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by shareholders (1) 157,517 (1) $ — (2) 753,273 (3) Equity compensation plans not approved by shareholders 23,332 (4) — (2) — (5) Total 180,849 $ — 753,273 (1) Consists of 157,517 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 304,191 shares of common stock remaining available for future equity awards under the 2023 SIP at December 31, 2025, as well as 449,082 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 (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. The maximum number of shares of common stock available for issuance under both the 2023 SIP and the 2023 ESPP was increased by 149,691 shares on January 1, 2025. As of December 31, 2025, 600 shares have been recycled from the 2019 SIP. 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. 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. 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 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. (5) No further awards may be granted under either the 2019 SIP or the Summit LTIP. 171 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence 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. 172 Table of Contents Item 14. 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. 173 Table of Contents Part IV Item 15. Exhibit and Financial Statement Schedules (a) FINANCIAL STATEMENTS: The following financial statements are included in Item 8 in Notes to Consolidated Financial Statements of this Form 10-K: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 202 5 , and 202 4 Consolidated Statements of Income for the Years Ended December 31, 202 5 , 202 4 , and 202 3 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 5 , 202 4 , and 202 3 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 202 5 , 202 4 , and 202 3 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 , and 202 3 Notes to the Consolidated Financial Statements (b) EXHIBITS: The following exhibits are included as part of this Form 10-K: Exhibit No. Description 2.1* 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) 3.2* 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) 4.2* 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) 4.3* 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. 000-16587)) 4.4* 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. 000-16587)) 4.5* 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. 000-16587)) 10.1*† 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) 10.2*† 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) 10.3*† 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. and David P. Boy le (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 29, 2025) 10.4*† 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. and Roy E. Halyama (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on October 29, 2025) 174 Table of Contents 10.5*† 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) 10.6*† Burke & Herbert Financial Services Corp. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Form S-8, filed on May 26, 2023) 10.7*† Burke & Herbert Financial Services Corp. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the Form S-8, filed on May 26, 2023) 10.8*† 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) 10.9*† 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) 10.10*† 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 ) 10.11*† 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) 10.12*† 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. 333-198939)) 10.13*† Form of Summit Financial Group, Inc. 2014 Long-Term Incentive Plan Stock Settled Stock Appreciation Rights Agreement 2017 Award (incorporated by reference to Exhibit 10.3 to Summit Financial Group, Inc.’s Form 8-K filed February 15, 2017(File No. 000-16587)) 10.14*† Form of Summit Financial Group, Inc. 2014 Long-Term Incentive Plan Stock Settled Stock Appreciation Rights Agreement 2019 Award (incorporated by reference to Exhibit 10.3 to Summit Financial Group, Inc.’s Form 8-K filed February 7, 2019 (File No. 000-16587)) 10.15*† Form of Summit Financial Group, Inc. 2014 Long-Term Incentive Plan Stock Settled Stock Appreciation Rights Agreement 2021 Award (incorporated by reference to Exhibit 10.2 to Summit Financial Group, Inc.’s Form 8-K filed July 21, 2021 (File No. 000-16587)) 10.16*† Form of Summit Financial Group, Inc. 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) 10.17*† 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) 10.18*† 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. 000-16587) 10.19*† 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) 19.1* 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) 21.1* Subsidiaries of Burke & Herbert Financial Services Corp. (incorporated by reference to Exhibit 21.1 to the Form 10-K filed on March 22, 2024) 23.1# Consent of Crowe LLP 31.1# Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer of Registrant 31.2# Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer of Registrant 32.1# Section 1350 Certification of the Principal Executive Officer of Registrant 32.2# Section 1350 Certification of the Principal Financial Officer of Registrant 97.1* Executive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Form 10-K filed on March 22, 2024) 175 Table of Contents 101 The following materials from the registrant’s Annual Report on Form 10-K Report for the year ended December 31, 2025, formatted in Inline XBRL: (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. 104 The cover page of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (contained in Exhibit 101). __________________ * Previously filed † Management Contract or compensatory plan or arrangement # Filed herewith (c) FINANCIAL STATEMENT SCHEDULES. 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. 176 Table of Contents Item 16. Form 10-K Summary Not applicable. 177 Table of Contents SIGNATURES 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. Date: February 27, 2026 Burke & Herbert Financial Services Corp. By: /s/ David P. Boyle Name: David P. Boyle Title: 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 February 27, 2026. By: /s/ David P. Boyle Name: David P. Boyle Title: Chairman of the Board and Chief Executive Officer (Principal Executive Officer) By: /s/ Roy E. Halyama Name: Roy E. Halyama Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) By: /s/ Patrick K. Huffman Name: Patrick K. Huffman Title: Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) By: /s/ H. Charles Maddy, III Name: H. Charles Maddy, III Title: President and Director By: /s/ Mark G. Anderson Name: Mark G. Anderson Title: Director By: /s/ Julian F. Barnwell, Jr. Name: Julian F. Barnwell, Jr. Title: Director By: /s/ Oscar M. Bean Name: Oscar M. Bean Title: Director 178 Table of Contents By: /s/ Katherine D. Bonnafé Name: Katherine D. Bonnafé Title: Director By: /s/ James M. Burke Name: James M. Burke Title: Director By: /s/ James P. Geary, II Name: James P. Geary, II Title: Director By: /s/ Georgette R. George Name: Georgette R. George Title: Director By: /s/ Gary L. Hinkle Name: Gary L. Hinkle Title: Director By: /s/ S. Laing Hinson Name: S. Laing Hinson Title: Director By: /s/ Shawn P. McLaughlin Name: Shawn P. McLaughlin Title: Director By: /s/ Charles S. Piccirillo Name: Charles S. Piccirillo Title: Director By: /s/ Jose D. Riojas Name: Jose D. Riojas Title: Director By: /s/ Jill S. Upson Name: Jill S. Upson Title: Director 179