What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 269 added, 426 removed, 1065 unchanged (39% of the section changed)

2 unchanged sentences

Consolidated Financial Statements:

Consolidated Balance Sheets as of Septem ber 30, 2025 (Unaudited), and December 31, 2024

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2025, and September 30, 2024 (Unaudited)

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025, and September 30, 2024 (Unaudited)

Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2025, and September 30, 2024 (Unaudited)

Consolidated Statements of Cash Flows for the N ine Months Ended September 30, 2025, and September 30, 2024 (Unaudited)

Consolidated Balance Sheets as of March 31 , 202 6 (Unaudited), and December 31, 202 5

Consolidated Statements of Income for the Three Months Ended March 31 , 202 6 , and March 31 , 202 5 (Unaudited)

Consolidated Statements of Comprehensive Income for the Three Months Ended March 31 , 202 6 , and March 31 , 202 5 (Unaudited)

Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31 , 202 6 , and March 31 , 202 5 (Unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 6 , and March 31 , 202 5 (Unaudited)

Notes to the Consolidated Financial Statements (Unaudited)

2 unchanged sentences

(In thousands, except share and per share data)

September 30, 2025

March 31, 2026

December 31, 2025

8 unchanged sentences

Net loans 5,336,712 5,319,853

Other real estate owned, net

Premises and equipment, net 136,806 136,809

Other real estate owned 2,742 2,783

Accrued interest receivable 37,625 35,442

18 unchanged sentences

2,000,000 shares authorized;

1,500 shares issued and outstanding at September 30, 2025;

1,500 shares issued and outstanding at March 31, 2026;

1,500 shares issued and outstanding at December 31, 2025

2 unchanged sentences

$ 0.50 par value;

40,000,000 shares authorized, 15,599,814 shares issued and 15,028,524 shares outstanding at September 30, 2025;

40,000,000 shares authorized, 15,617,231 shares issued and 15,045,941 shares outstanding at March 31, 2026;

40,000,000 shares authorized, 15,599,814 shares issued and 15,028,524 shares outstanding at December 31, 2025

3 unchanged sentences

Treasury stock ( 27,584 ) ( 27,584 )

571,290 shares, at cost, at September 30, 2025, and 571,290 shares, at cost, at December 31, 2024

571,290 shares, at cost, at March 31, 2026, and 571,290 shares, at cost, at December 31, 2025

Total Shareholders’ Equity

6 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Interest income

17 unchanged sentences

Total provision for credit losses

262 147 1,387 23,387

Net interest income after credit loss expense 71,831 72,486

29 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income $ 27,349 $ 27,201

1 unchanged sentence

Unrealized gains (losses) on securities:

Unrealized gain (loss) arising during period, net of tax of ($ 5,965 ) and ($ 7,610 ) for the three months ended September 30, 2025, and September 30, 2024, respectively, net of tax of ($ 8,525 ) and ($ 7,714 ) for the nine months ended September 30, 2025, and September 30, 2024, respectively

Unrealized (loss) gain arising during period, net of tax of $ 2,933 and ($ 2,296 ) for the three months ended March 31, 2026, and March 31, 2025, respectively

( 9,882 ) 7,688

Reclassification adjustment for loss (gain) on securities, net of tax of $ 49 and $ 0 for the three months ended September 30, 2025, and September 30, 2024, respectively, net of tax of $ 58 and $ 129 for the nine months ended September 30, 2025, and September 30, 2024, respectively

Reclassification adjustment for (gain) on securities, net of tax of $ 412 and $ 0 for the three months ended March 31, 2026, and March 31, 2025, respectively

( 1,387 ) ( 1 )

Reclassification adjustment for loss (gain) on fair value hedge, net of tax of $ 9 and $ 9 for the three months ended September 30, 2025, and September 30, 2024, respectively, net of tax of $ 27 and $ 25 for the nine months ended September 30, 2025, and September 30, 2024, respectively

Reclassification adjustment for (gain) on fair value hedge, net of tax of $ 9 and $ 9 for the three months ended March 31, 2026, and March 31, 2025, respectively

( 31 ) ( 31 )

Defined benefit pension plans:

Changes in pension plan benefits, net of tax of $ — and $ — for the three months ended September 30, 2025, and September 30, 2024, respectively, net of tax of $ 8 and — for the nine months ended September 30, 2025, and September 30, 2024, respectively

Changes in pension plan benefits, net of tax of $ — and $ — for the three months ended March 31, 2026, and March 31, 2025, respectively

Unrealized gain (loss) on cash flow hedge:

Unrealized holding gain (loss) on cash flow hedge, net of tax of ($ 51 ) and $ 816 for the three months ended September 30, 2025, and September 30, 2024, respectively, net of tax of ($ 142 ) and ($ 128 ) for the nine months ended September 30, 2025, and September 30, 2024, respectively

170 ( 3,071 ) 475 483

Reclassification adjustment for losses (gains) included in net income, net of tax $ 163 and $ 227 for the three months ended September 30, 2025, and September 30, 2024, respectively, net of tax of $ 430 and $ 315 for the nine months ended September 30, 2025, and September 30, 2024, respectively

Unrealized holding gain on cash flow hedge, net of tax of ($ 382 ) and ($ 111 ) for the three months ended March 31, 2026, and March 31, 2025, respectively

Reclassification adjustment for (gains) included in net income, net of tax $ 8 and $ 99 for the three months ended March 31, 2026, and March 31, 2025, respectively

( 28 ) ( 330 )

Total other comprehensive income (loss) 19,400 24,672 27,266 27,736

Comprehensive income (loss)

Total other comprehensive (loss) income ( 10,042 ) 7,696

Comprehensive income

$ 17,307 $ 34,897

2 unchanged sentences

Consolidated Statements of Changes in Shareholders’ Equity

For the Three Months Ended September 30, 2025, and 2024

(In thousands, except share and per share data)

Preferred Stock and Surplus Common Stock Retained

Earnings Comprehensive

Income (Loss) Treasury

Stock Shareholders’

Shares Outstanding Amount Additional Paid-in

Balance June 30, 2025 $ 10,413 15,007,712 $ 7,790 $ 403,234 $ 474,019 $ ( 87,854 ) $ ( 27,584 ) $ 780,018

Net income — — — — 29,964 — — 29,964

Other comprehensive income (loss) — — — — — 19,400 — 19,400

(Purchase) sale of treasury stock, net — — — — — — — —

Common stock cash dividends, declared — — — — ( 8,262 ) — — ( 8,262 )

Preferred stock cash dividends, declared — — — — ( 225 ) — — ( 225 )

Share-based compensation expense, net — 20,812 10 1,422 ( 96 ) — — 1,336

Balance September 30, 2025 $ 10,413 15,028,524 $ 7,800 $ 404,656 $ 495,400 $ ( 68,454 ) $ ( 27,584 ) $ 822,231

Balance June 30, 2024 $ 10,413 14,932,169 $ 7,752 $ 399,553 $ 403,422 $ ( 100,430 ) $ ( 27,584 ) $ 693,126

Net income — — — — 27,622 — — 27,622

Other comprehensive income (loss) — — — — — 24,672 — 24,672

(Purchase) sale of treasury stock, net — — — — — — — —

Common stock cash dividends, declared — — — — ( 7,921 ) — — ( 7,921 )

Preferred stock cash dividends, declared — — — — ( 225 ) — — ( 225 )

Share-based compensation expense, net — 30,834 15 824 ( 54 ) — — 785

Balance September 30, 2024 $ 10,413 14,963,003 $ 7,767 $ 400,377 $ 422,844 $ ( 75,758 ) $ ( 27,584 ) $ 738,059

See Notes to Consolidated Financial Statements.

Burke & Herbert Financial Services Corp.

Consolidated Statements of Changes in Shareholders’ Equity

For the Nine Months Ended September 30, 2025, and 2024

For the Three Months Ended March 31, 2026, and 2025

(In thousands, except share and per share data)

6 unchanged sentences

Net income — — — — 27,349 — — 27,349

Other comprehensive income (loss) — — — — — 27,266 — 27,266

Other comprehensive income — — — — — ( 10,042 ) — ( 10,042 )

(Purchase) sale of treasury stock, net — — — — — — — —

2 unchanged sentences

Share-based compensation expense, net — 17,417 9 1,148 ( 113 ) — — 1,044

Balance September 30, 2025 $ 10,413 15,028,524 $ 7,800 $ 404,656 $ 495,400 $ ( 68,454 ) $ ( 27,584 ) $ 822,231

Balance March 31, 2026 $ 10,413 15,045,941 $ 7,809 $ 407,070 $ 535,798 $ ( 69,002 ) $ ( 27,584 ) $ 864,504

Balance December 31, 2024 $ 10,413 14,969,104 $ 7,770 $ 401,172 $ 434,106 $ ( 95,720 ) $ ( 27,584 ) $ 730,157

Acquisition of Summit Financial Group, Inc.

10,413 7,405,772 3,703 383,329 — — — 397,445

Net income — — — — 27,201 — — 27,201

Other comprehensive income (loss) — — — — — 27,736 — 27,736

Other comprehensive income — — — — — 7,696 — 7,696

(Purchase) sale of treasury stock, net — — — — — — — —

2 unchanged sentences

Share-based compensation expense, net — 13,703 7 1,510 ( 109 ) — — 1,408

Balance September 30, 2024 $ 10,413 14,963,003 $ 7,767 $ 400,377 $ 422,844 $ ( 75,758 ) $ ( 27,584 ) $ 738,059

Balance March 31, 2025 $ 10,413 14,982,807 $ 7,777 $ 402,682 $ 452,736 $ ( 88,024 ) $ ( 27,584 ) $ 758,000

See Notes to Consolidated Financial Statements.

2 unchanged sentences

(In thousands, except share and per share data)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows from Operating Activities

7 unchanged sentences

Realized (gain) on sales of available-for-sale securities ( 1,799 ) ( 1 )

Realized (gain) loss on sales of OREO property 2 ( 172 )

Realized loss on sales of OREO property — 2

Provision for credit losses 12 501

8 unchanged sentences

Proceeds from sale of loans held-for-sale 2,573 6,647

Change in fair value of loans held-for-sale — 28

Originations of loans held-for-sale ( 2,184 ) ( 5,540 )

(Increase) in accrued interest receivable ( 2,183 ) ( 27 )

(Increase) in other assets ( 48,903 ) ( 43,413 )

Increase in accrued interest payable and other liabilities 30,287 61,882

Decrease (increase) in other assets 5,928 ( 24,845 )

(Decrease) increase in accrued interest payable and other liabilities ( 6,750 ) 35,679

Net cash flows provided by operating activities $ 26,502 $ 37,647

3 unchanged sentences

Purchases of securities available-for-sale, net ( 319,559 ) ( 48,542 )

Cash (paid) from merger, net — ( 750 )

Business acquisitions, net ( 1,300 ) —

Sales of restricted stock — 29,068

3 unchanged sentences

Proceeds from sale of OREO property — 161

Decrease in loans made to customers, net 142,087 190,979

Net cash flows provided by (used in) investing activities $ ( 6,392 ) $ 202,653

(Increase) decrease in loans made to customers, net ( 10,471 ) 23,944

Net cash flows (used in) provided by investing activities $ ( 240,980 ) $ 22,605

Cash Flows from Financing Activities

Net (decrease) in non-interest-bearing accounts ( 21,690 ) ( 19,833 )

Net (decrease) in interest-bearing accounts ( 82,569 ) ( 85,295 )

Net increase in other short-term borrowings 85,000 158,485

Payment for call of subordinated debt

Net increase in non-interest-bearing accounts 30,670 2,487

Net increase (decrease) in interest-bearing accounts ( 102,346 ) 24,145

Net increase (decrease) in other short-term borrowings 75,000 ( 65,000 )

Repayment of finance lease liabilities ( 78 ) ( 56 )

5 unchanged sentences

Issuance of common stock 9 103

Sale of treasury stock — —

Net cash flows provided by (used in) financing activities $ ( 74,199 ) $ 35,696

Increase (decrease) in cash and cash equivalents ( 3,601 ) 247,267

Net cash flows (used in) financing activities $ ( 5,057 ) $ ( 46,720 )

(Decrease) increase in cash and cash equivalents ( 219,535 ) 13,532

Cash and cash equivalents

7 unchanged sentences

Interest paid on finance leases 35 27

Income taxes 6,543 775

Income taxes paid (net of refunds) 26 3,595

Change in unrealized gains on available-for-sale securities ( 14,615 ) 7,726

1 unchanged sentence

Loans transferred to other real estate owned 417 —

Common stock issued for merger, net — 387,032

Preferred stock issued for merger, net — 10,413

See Notes to Consolidated Financial Statements.

4 unchanged sentences

(“Burke & Herbert”) and its wholly-owned subsidiary Burke & Herbert Bank & Trust Company (“the Bank”), together referred to as “the Company” for purposes of the Notes to the Financial Statements.

As of close of the calendar year 2025, we ceased to be an emerging growth company and became a large accelerated filer.

Therefore, we are no longer exempt from the requirements under Section 404 of the Sarbanes-Oxley Act and are no longer able to take advantage of exemptions from various public company reporting requirements applicable to emerging growth companies.

Burke & Herbert Financial Services Corp.

1 unchanged sentence

Burke & Herbert became a bank holding company when it commenced operations on October 1, 2022, following a reorganization transaction in which it acquired control of the Bank under the Bank Holding Company Act of 1956 (“BHCA”).

This transaction was treated as an internal reorganization as all shareholders of the Bank became shareholders of the Company.

The Company has no material operations other than owning the Bank.

In September 2023, the Company elected to become a financial holding company under the BHCA.

This transaction was treated as an internal reorganization as all shareholders of the Bank became shareholders of Burke & Herbert.

Burke & Herbert has no material operations other than owning the Bank.

In September 2023, Burke & Herbert elected to become a financial holding company under the BHCA.

As a financial holding company of a Virginia state bank, the Company is subject to regulation, supervision, and examination by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “Virginia BFI”).

2 unchanged sentences

The Bank is subject to regulation, supervision, and examination by the Federal Reserve (through the Federal Reserve Bank of Richmond) and the Virginia BFI.

The Bank’s primary market area includes northern Virginia and West Virginia, and it has over 77 branches and commercial loan offices across Delaware, Kentucky, Maryland, Virginia, and West Virginia.

The Bank’s primary market area includes northern Virginia and West Virginia, and as of March 31, 2026, it has over 77 branches and commercial loan offices across Delaware, Kentucky, Maryland, Virginia, and West Virginia.

The Company’s branch locations accept business and consumer deposits from a diverse customer base.

1 unchanged sentence

The Company’s loan portfolio includes commercial and consumer loans, a substantial portion of which are secured by real estate.

Merger with Summit Financial Group, Inc.

Effective on May 3, 2024 (the “Closing Date”), the Company completed its merger (the “M erger”) with Summit Financial Group, Inc., a West Virginia corporation (“Summit”), pursuant to the Agreement and Plan of Reorganization and accompanying Plan of Merger dated August 24, 2023 between the Company and Summit (the “Merger Agreement”).

Pursuant to the Merger Agreement, on the Closing Date, (i) Summit merged with and into the Company with the Company as the surviving entity, and (ii) immediately following the Merger, Summit Community Bank, Inc., a West Virginia chartered bank and wholly-owned subsidiary of Summit (“SCB”) merged with and into the Bank, with the Bank as the surviving bank.

In the Merger, holders of Summit common stock outstanding at the effective time of the Merger received 0.5043 shares of the Company’s Common Stock for each share of Summit common stock they owned, subject to the payment of cash in lieu of fractional shares.

The total aggregate consideration payable in the Merger was approximately 7,405,772 shares of the Company’s Common Stock.

Additionally, each share of the 6.0 % Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series 2021 of Summit (the “Summit Series 2021 Preferred Stock”) issued and outstanding was converted into the right to receive a share of a newly created series of preferred stock of the Company, the Burke & Herbert Series 2021 Preferred Stock (the “Burke & Herbert Series 2021 Preferred Stock”).

Summit’s results of operations are included from the Closing Date forward.

Merger with LINKBANCORP, Inc.

Effective on May 1, 2026 (the “Closing Date”), Burke & Herbert Financial Services Corp., a Virginia corporation (“Burke & Herbert”), completed its previously announced merger with LINKBANCORP, Inc., a Pennsylvania corporation (“LNKB”), pursuant to the Agreement and Plan of Merger dated December 18, 2025 between Burke & Herbert and LNKB (the “LNKB Merger Agreement”).

Pursuant to the LNKB Merger Agreement, on the Closing Date, (i) LNKB merged with and into Burke & Herbert, with Burke & Herbert continuing as the surviving corporation (the “LNKB Merger”), and (ii) immediately following the LNKB Merger, LINKBANK, a Pennsylvania chartered commercial bank and a wholly-owned subsidiary of LNKB (“Link”), merged with and into Burke & Herbert Bank & Trust Company, a Virginia chartered bank (“Burke & Herbert Bank”) and a wholly-owned subsidiary of Burke & Herbert, with Burke & Herbert Bank as the surviving bank.

Pursuant to the LNKB Merger Agreement, at the effective time of the LNKB Merger (the “Effective Time”), each LNKB share of common stock, par value $ 0.01 per share (“LNKB Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by Burke & Herbert and LNKB, was converted into the right to receive 0.1350 shares of Burke & Herbert common stock.

Holders of LNKB Common Stock will receive cash in lieu of fractional shares of Burke & Herbert common stock in accordance with the terms of the LNKB Merger Agreement.

The total aggregate consideration payable in the LNKB Merger was approximately 5,082,657 shares of Burke & Herbert Common Stock.

Management is currently evaluating the fair values of the assets acquired and liabilities assumed as a result of the merger.

Basis of Presentation

2 unchanged sentences

Securities and Exchange Commission (“SEC”).

The accounting and reporting policies of the Company conform to GAAP and reflect practices of the banking industry.

They do not include all of the information and notes required by GAAP for complete financial statements.

As such, these unaudited financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ending December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2025.

The accounting and reporting

Note 1— Nature of Business Activities and Significant Accounting Policies (continued)

policies of the Company conform to GAAP and reflect practices of the banking industry.

They do not include all of the information and notes required by GAAP for complete financial statements.

As such, these unaudited financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2026.

The consolidated financial statements include the accounts of the Company and the Bank (as its wholly-owned subsidiary).

3 unchanged sentences

In the opinion of management, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of operations in these financial statements, have been made.

The results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for any other interim period or for the full year.

The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for any other interim period or for the full year.

All December 31, 2025, amounts and disclosures included in this quarterly report were derived from the Company’s audited consolidated financial statements.

1 unchanged sentence

These reclassifications had no effect on prior year net income or on shareholders’ equity.

Adoption of new accounting standards

In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326):

Purchased Loans.

This ASU amends the accounting for certain acquired loans by expanding the use of the “gross‑up” approach under the CECL model to include purchased seasoned loans.

Under this approach, the allowance for expected credit losses is recognized at the acquisition date as an adjustment to the loan’s amortized cost basis, rather than through a provision for credit losses, thereby eliminating a “day‑one” credit loss expense for loans within the scope of the guidance.

The amendments do not change the accounting for purchased credit‑deteriorated loans, originated loans, credit card loans, or debt securities.

The amendments in this update are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, and are to be applied on a prospective basis.

Early adoption is permitted.

As permitted, the Company has elected to early adopt the amended guidance on January 1, 2026 on a prospective basis.

The Company expects that substantially all the loans acquired in the LNKB Merger will be considered seasoned.

Newly issued not yet adopted accounting standards

1 unchanged sentence

Reporting Comprehensive Income—Expense Disaggregation Disclosures.

This ASU seeks to improve the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

This ASU seeks to improve disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

10 unchanged sentences

Note 2— Securities

The carrying amount of available-for-sale (“AFS”) securities and their approximate fair values at September 30, 2025, and December 31, 2024, are summarized as follows (in thousands):

September 30, 2025

The carrying amount of available-for-sale (“AFS”) securities and their approximate fair values at March 31, 2026, and December 31, 2025, are summarized as follows (in thousands):

March 31, 2026

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

9 unchanged sentences

Total $ 1,912,515 $ 3,930 $ 90,408 $ 1,826,037

Note 2— Securities (continued)

December 31, 2025

10 unchanged sentences

Total $ 1,687,817 $ 8,819 $ 80,682 $ 1,615,954

At September 30, 2025, and December 31, 2024, AFS securities with amortized costs of $ 1.2 billion and $ 1.2 billion, respectively, and with estimated fair values of $ 1.1 billion and $ 1.1 billion, respectively, were pledged to serve as collateral for secured borrowings, derivative exposures, or to secure public deposits as required or permitted by law.

The proceeds from sales, calls, and maturities of debt securities available-for-sale, including principal payments received, and the related gross gains and losses realized, for the nine months ended September 30, 2025, and September 30, 2024, were as follows (in thousands):

At March 31, 2026, and December 31, 2025, AFS securities with amortized costs of $ 1.1 billion and $ 1.1 billion, respectively, and with estimated fair values of $ 1.0 billion and $ 1.1 billion, respectively, were pledged to serve as collateral for secured borrowings, derivative exposures, or to secure public deposits as required or permitted by law.

The proceeds from sales, calls, and maturities of debt securities available-for-sale, including principal payments received, and the related gross gains and losses realized, for the three months ended March 31, 2026, and March 31, 2025, were as follows (in thousands):

Proceeds from Gross realized

Nine Months Ended September 30, Sales Calls and maturities Principal Payments Gains Losses

Three Months Ended March 31, Sales Calls and maturities Principal Payments Gains Losses

2026 $ 65,418 $ 11,215 $ 19,142 $ 2,004 $ 205

2025 — 10,867 39,506 1 —

The tax benefit (provision) related to these net realized gains and losses for September 30, 2025, and September 30, 2024, was ($ 57.7 ) thousand, and ($ 128.7 ) thousand, respectively.

The maturities of AFS securities at September 30, 2025, were as follows (in thousands):

The tax benefit (provision) related to the net realized gains and losses for the three months ended March 31, 2026, and March 31, 2025, was ($ 411.8 ) thousand, and ($ 0.2 ) thousand, respectively.

The maturities of AFS securities at March 31, 2026, were as follows (in thousands):

(Expected maturities of securities not due at a single maturity date are based on average life at estimated prepayment speed.

Expected maturities may differ from contractual maturities because borrowers have the right to call or prepay some obligations with or without call or prepayment penalties).

September 30, 2025

Expected maturities may differ from

Note 2— Securities (continued)

contractual maturities because borrowers have the right to call or prepay some obligations with or without call or prepayment penalties).

March 31, 2026

Amortized Cost

10 unchanged sentences

Total $ 17,786 $ 689,897 $ 929,323 $ 275,509 $ 1,912,515

Note 2— Securities (continued)

September 30, 2025

March 31, 2026

One Year or Less One to Five Years Five to Ten Years After Ten Years Total

9 unchanged sentences

Total $ 17,689 $ 663,755 $ 891,893 $ 252,700 $ 1,826,037

At September 30, 2025, and December 31, 2024, there were no holdings of securities of any one issuer, other than the U.S.

At March 31, 2026, and December 31, 2025, there were no holdings of securities of any one issuer, other than the U.S.

Government and its agencies, in any amount greater than 10% of shareholders’ equity.

The following table shows the gross unrealized losses and fair value of the Company’s securities with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2025, and December 31, 2024.

Note 2— Securities (continued)

AFS securities in a continuous unrealized loss position for less than twelve months and more than twelve months are as follows (in thousands):

September 30, 2025

March 31, 2026

Less Than Twelve Months More Than Twelve Months

10 unchanged sentences

Total $ 615,267 $ 9,447 $ 839,647 $ 80,961 $ 90,408

Note 2— Securities (continued)

December 31, 2025

18 unchanged sentences

If this assessment indicates that a credit loss exists, the present value of the expected cash flows of the security is compared to the amortized cost basis of the security.

If the present value of the cash flows expected to be collected is less than the amortized cost, an allowance for credit losses (“ACL”) is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis under the current expected credit loss (“CECL”) standard, and declines due to non-credit factors are recorded in accumulated other comprehensive income (“AOCI”), net of taxes.

Note 2— Securities (continued)

other comprehensive income (“AOCI”), net of taxes.

If a credit loss is recognized in earnings, subsequent improvements to the expectation of collectability will be recognized through the ACL.

If the fair value of the security increases above its amortized cost, the unrealized gain will be recorded in accumulated other comprehensive income, net of taxes, in the Consolidated Balance Sheets.

The Company did no t record an ACL on the AFS securities as of September 30, 2025, or December 31, 2024.

The Company did no t record an ACL on the AFS securities as of March 31, 2026, or December 31, 2025.

The Company considers the unrealized losses on the AFS securities to be related to fluctuations in market conditions, primarily interest rates, and not reflective of deterioration in credit.

The Company had 441 securities in an unrealized loss position as of September 30, 2025.

The Company has evaluated AFS securities in an unrealized loss position for credit-related impairment at September 30, 2025, and concluded no impairment existed based on a combination of factors, which included:

The Company had 478 securities in an unrealized loss position as of March 31, 2026.

The Company has evaluated AFS securities in an unrealized loss position for credit-related impairment at March 31, 2026, and concluded no impairment existed based on a combination of factors, which included:

(1) the securities are of high credit quality, (2) unrealized losses are primarily the result of market volatility and increases in market interest rates, (3) the contractual terms of the investments do not permit the issuer(s) to settle the securities at a price less than the par value of each investment, (4) issuers continue to make timely principal and interest payments, and (5) the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis.

As such, there was no ACL on AFS securities at September 30, 2025.

As such, there was no ACL on AFS securities at March 31, 2026.

Securities of U.S.

Treasury and Federal Agencies and Federal Agency Mortgage (Residential and Commercial) Backed Securities

At September 30, 2025, the unrealized losses associated with 11 U.S.

At March 31, 2026, the unrealized losses associated with 10 U.S.

Treasuries and Government Agency securities, 11 Residential Mortgage Backed – Agency securities, and 15 Commercial Mortgage Backed – Agency securities were generally driven by changes in interest rates and not due to credit losses given the explicit or implicit guarantees provided by the U.S.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at September 30, 2025.

Note 2— Securities (continued)

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at March 31, 2026.

Securities of U.S.

States and Municipalities

At September 30, 2025, the unrealized losses associated with 311 State and Municipal securities were primarily caused by changes in interest rates and not the credit quality of the securities.

At March 31, 2026, the unrealized losses associated with 347 State and Municipal securities were primarily caused by changes in interest rates and not the credit quality of the securities.

These securities are investment grade and were generally underwritten in accordance with our own investment standards prior to the decision to purchase, without relying on a bond insurer’s guarantee in making the investment decision.

1 unchanged sentence

As a result, we expect to recover the entire amortized cost basis of these securities.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at September 30, 2025.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at March 31, 2026.

Residential & Commercial Mortgage Backed – Non-Agency Securities

At September 30, 2025, the unrealized losses associated with 57 Residential Mortgage Backed – Non-Agency securities and 13 Commercial Mortgage Backed – Non-Agency securities were generally driven by changes in interest rates, credit spreads, and projected collateral losses.

At March 31, 2026, the unrealized losses associated with 63 Residential Mortgage Backed – Non-Agency securities and 8 Commercial Mortgage Backed – Non-Agency securities were generally driven by changes in interest rates, credit spreads, and projected collateral losses.

We assess for credit impairment by estimating the present value of expected cash flows.

1 unchanged sentence

Based on our assessment of the expected credit losses and the credit enhancement level of the securities, we expect to recover the entire amortized cost of these securities.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at September 30, 2025.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at March 31, 2026.

Asset-Backed Securities

At September 30, 2025, the unrealized losses associated with 17 Asset-Backed securities were generally driven by changes in interest rates, credit spreads, and projected collateral losses.

At March 31, 2026, the unrealized losses associated with 17 Asset-Backed securities were generally driven by changes in interest rates, credit spreads, and projected collateral losses.

We assess for credit impairment by estimating the present value of expected cash flows.

1 unchanged sentence

Based on our assessment of the expected credit losses and the credit enhancement level of the securities, we expect to recover the entire amortized cost of these securities.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at September 30, 2025.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at March 31, 2026.

Other Securities

At September 30, 2025, the unrealized losses associated with 7 securities were primarily driven by interest rates and not the credit quality of the securities.

These investments were underwritten in accordance with our own investment standards prior to the decision to purchase, without relying on a bond insurer’s guarantee in making the investment decision.

At March 31, 2026, the unrealized losses associated with 7 securities were primarily driven by interest rates and not the credit quality of the securities.

These investments were underwritten in accordance with our own investment standards

Note 2— Securities (continued)

prior to the decision to purchase, without relying on a bond insurer’s guarantee in making the investment decision.

Based on our assessment of the expected credit losses, we expect to recover the entire amortized cost basis of the securities.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at September 30, 2025.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at March 31, 2026.

Restricted stock, at cost

The Company’s investment in Federal Home Loan Bank (“FHLB”) stock totaled $ 26.8 million and $ 18.2 million at September 30, 2025, and December 31, 2024, respectively.

The Company’s investment in Federal Reserve Bank stock totaled $ 14.8 million and $ 14.8 million at September 30, 2025, and December 31, 2024, respectively.

The Company’s investment in Federal Home Loan Bank (“FHLB”) stock totaled $ 30.5 million and $ 26.8 million at March 31, 2026, and December 31, 2025, respectively.

The Company’s investment in Federal Reserve Bank stock totaled $ 14.8 million and $ 14.8 million at March 31, 2026, and December 31, 2025, respectively.

FHLB and Federal Reserve stock are generally viewed as long-term investments and as restricted investment securities, which are carried at cost, because there is no market for the stocks other than member institutions.

Therefore, when evaluating FHLB and Federal Reserve stock for impairment, their values are based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value.

The Company does not consider these investments to be impaired at September 30, 2025, and no impairment has been recognized.

The Company does not consider these investments to be impaired at March 31, 2026, and no impairment has been recognized.

FHLB stock and Federal Reserve stock are included in a separate line item, restricted stock, at cost on the Consolidated Balance Sheets and are not part of the Company’s AFS securities portfolio.

The Company’s restricted stock line item on the Consolidated Balance Sheets also includes an investment in Community Bankers’ Bank, totaling $ 111 thousand at September 30, 2025, and $ 111 thousand at December 31, 2024, which is carried at cost and is not impaired at September 30, 2025.

The Company also has other restricted investments including Independent Community Bancorp, Inc.

and WV Bankers Title which are included in restricted stock on the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

The Company’s restricted stock line item on the Consolidated Balance Sheets also includes an investment in Community Bankers’ Bank, totaling $ 111 thousand at March 31, 2026, and $ 111 thousand at December 31, 2025, which is carried at cost and is not impaired at March 31, 2026.

The Company also has other restricted stock investments including WV Bankers Title and Atlantic Community Bankers Bank which are included in restricted stock on the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.

Note 3— Loans

9 unchanged sentences

• Consumer non-real estate and other loans, which includes overdrafts, carry risk associated with the credit-worthiness of the borrower and the value of the collateral, if any.

Loan balances as of September 30, 2025, and December 31, 2024, by portfolio segment were as follows (in thousands):

September 30, 2025 December 31, 2024

Note 3— Loans (continued)

Loan balances as of March 31, 2026, and December 31, 2025, by portfolio segment were as follows (in thousands):

March 31, 2026 December 31, 2025

Commercial real estate $ 2,806,846 $ 2,769,287

7 unchanged sentences

Loans, net $ 5,336,712 $ 5,319,853

Net deferred loan fees included in the above loan categories totaled $ 4.8 million and $ 4.4 million at September 30, 2025, and December 31, 2024, respectively.

Net deferred loan fees included in the above loan categories totaled $ 6.1 million and $ 6.2 million at March 31, 2026, and December 31, 2025, respectively.

Note 4— Allowance for Credit Losses

3 unchanged sentences

Loans that do not share similar risk characteristics are evaluated on an individual loan basis and are excluded from the collective evaluation for the ACL.

Loans identified to be individually evaluated under CECL include loans on non-accrual

Note 4— Allowance for Credit Losses (continued)

status and may include accruing loans that do not share similar risk characteristics to other accruing loans that are collectively evaluated on a loan pool basis.

Loans identified to be individually evaluated under CECL include loans on non-accrual status and may include accruing loans that do not share similar risk characteristics to other accruing loans that are collectively evaluated on a loan pool basis.

A specific reserve analysis may be applied to the individually evaluated loans, which considers collateral value, an observable market price, or the present value of the expected future cash flows.

3 unchanged sentences

These qualitative risk factors considered by management are largely comparable to legacy factors prior to the adoption of CECL.

The following tables present the activity in the ACL for the three and nine months ended September 30, 2025, and for the three and nine months ended September 30, 2024, including the impact of the allowance established for Purchase Credit Deteriorated (“PCD”) loans for the nine months ended September 30, 2024, (in thousands).

Note 4— Allowance for Credit Losses (continued)

The following tables present the activity in the ACL for the three months ended March 31, 2026, and for the three months ended March 31, 2025, (in thousands).

Commercial real estate Owner-occupied commercial real estate Acquisition, construction & development Commercial & industrial Single family residential (1-4 units) Consumer non-real estate and other Total

Three months ended

September 30, 2025

Balance, beginning of period $ 28,113 $ 3,530 $ 12,085 $ 10,643 $ 12,208 $ 677 $ 67,256

Provision for (recapture of) credit losses ( 2,045 ) ( 455 ) 4,270 ( 1,947 ) 376 375 574

Charge-offs — — — ( 26 ) ( 171 ) ( 322 ) ( 519 )

Recoveries 6 20 — 10 96 161 293

Balance, end of period $ 26,074 $ 3,095 $ 16,355 $ 8,680 $ 12,509 $ 891 $ 67,604

September 30, 2024

Balance, beginning of period $ 27,304 $ 5,040 $ 18,639 $ 4,768 $ 11,648 $ 618 $ 68,017

Provision for (recapture of) credit losses ( 1,516 ) ( 1,073 ) 3,084 425 ( 1,006 ) 171 85

Charge-offs — — — ( 32 ) ( 67 ) ( 206 ) ( 305 )

Recoveries 3 — — 9 1 7 20

Balance, end of period $ 25,791 $ 3,967 $ 21,723 $ 5,170 $ 10,576 $ 590 $ 67,817

Commercial real estate Owner-occupied commercial real estate Acquisition, construction & development Commercial & Industrial Single family residential (1-4 units) Consumer non-real estate and other Total

Nine months ended

September 30, 2025

March 31, 2026

Balance, beginning of period $ 26,190 $ 2,760 $ 17,221 $ 8,227 $ 12,536 $ 889 $ 67,823

3 unchanged sentences

Balance, end of period $ 27,001 $ 3,150 $ 16,773 $ 8,191 $ 11,928 $ 912 $ 67,955

September 30, 2024

March 31, 2025

Balance, beginning of period $ 30,444 $ 3,261 $ 17,386 $ 6,633 $ 9,763 $ 553 $ 68,040

Allowance established for acquired PCD loans 7,503 1,931 5,968 5,684 2,608 216 23,910

Provision for (recapture of) credit losses 4,296 699 ( 5,912 ) 1,728 ( 308 ) 397 900

2 unchanged sentences

Balance, end of period $ 34,746 $ 3,273 $ 11,474 $ 8,272 $ 9,554 $ 434 $ 67,753

Note 4— Allowance for Credit Losses (continued)

The recorded investment in loans excludes accrued interest receivable due to immateriality.

The following table presents the aging of the recorded investment in past due loans as of September 30, 2025, and December 31, 2024, by portfolio segment (in thousands):

September 30, 2025

The following table presents the aging of the recorded investment in past due loans as of March 31, 2026, and December 31, 2025, by portfolio segment (in thousands):

March 31, 2026

30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or More Past Due Total Past Due Current Loans Total Loans 90 Days Past Due or More & Still Accruing Non-accrual loans

22 unchanged sentences

The Company uses the following definitions for credit risk classifications:

Note 4— Allowance for Credit Losses (continued)

These include satisfactory loans that have acceptable levels of risk.

9 unchanged sentences

While there may be the possibility of some recovery in the future, it is not practical or desirable to defer writing off these loans at the present time.

Note 4— Allowance for Credit Losses (continued)

The Company has a portfolio of smaller homogenous loans that are not individually risk rated that are included within the single family residential and consumer non-real estate and other loan classes.

Generally, these loan classes are rated as “Pass” unless these loans are on non-accrual and are then classified as substandard.

The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of September 30, 2025, and December 31, 2024 (in thousands):

September 30, 2025

The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of March 31, 2026, and December 31, 2025 (in thousands):

March 31, 2026

2026 2025 2024 2023 2022 Prior Revolving Loans Total

23 unchanged sentences

Year to date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ —

Note 4— Allowance for Credit Losses (continued)

Commercial & industrial

13 unchanged sentences

Total $ 27,595 $ 67,156 $ 75,390 $ 125,562 $ 179,116 $ 483,551 $ 170,370 $ 1,128,740

Note 4— Allowance for Credit Losses (continued)

Year to date gross charge-offs $ — $ — $ — $ 41 $ — $ 24 $ — $ 65

28 unchanged sentences

Pass $ 51,546 $ 27,499 $ 139,222 $ 56,766 $ 32,792 $ 13,664 $ 48,012 $ 369,501

Note 4— Allowance for Credit Losses (continued)

Special Mention — — 3,511 — — 137 91 3,739

13 unchanged sentences

Single family residential (1-4 units)

Note 4— Allowance for Credit Losses (continued)

Pass $ 66,662 $ 82,957 $ 131,349 $ 180,837 $ 125,345 $ 362,811 $ 168,043 $ 1,118,004

14 unchanged sentences

Totals $ 592,281 $ 499,751 $ 770,492 $ 879,537 $ 710,263 $ 1,311,327 $ 624,025 $ 5,387,676

The following tables present information about collateral-dependent loans that were individually evaluated for purposes of determining the ACL as of September 30, 2025, and December 31, 2024 (in thousands):

September 30, 2025

Loans for which the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral are considered to be collateral-dependent loans.

Collateral can have a significant financial effect in mitigating exposure to credit risk and, where there is sufficient collateral, an allowance for credit losses is not recognized or is minimal.

For collateral-dependent loans, the allowance for credit losses is individually assessed based on the fair value of the collateral less estimated costs of sale.

The Company's collateral-dependent loans are secured by real estate, inventory and equipment.

Collateral values are generally based on appraisals, which are adjusted for changes in market indices.

As of March 31, 2026 and December 31, 2025, the Company had $ 72.4 million and $ 68.7 million of collateral-dependent impaired loans, respectively.

The collateral-dependent loans at March 31, 2026 consisted of $ 43.0 million of commercial real estate loans, $ 8.1 million of owner-occupied commercial real estate loans, $ 13.1 million of acquisition, construction & development loans, $ 4.2 million of commercial & industrial loans, and $ 4.1 million of single family residential loans.

The collateral-dependent loans at December 31, 2025 consisted of $ 38.2 million of commercial real estate loans, $ 9.0 million of owner-occupied commercial real estate loans, $ 13.3 million of acquisition, construction & development loans, $ 4.4 million of commercial & industrial loans, and $ 3.8 million of single family residential loans.

For the three months ended March 31, 2026 and the year ended December 31, 2025, there were no significant deterioration or changes in the collateral securing these loans.

Note 4— Allowance for Credit Losses (continued)

The following tables present information about collateral-dependent loans that were individually evaluated for purposes of determining the ACL as of March 31, 2026, and December 31, 2025 (in thousands):

March 31, 2026

With Allowance With No Related Allowance Total

Amortized Cost Related Allowance Amortized Cost Amortized Cost Related Allowance

September 30, 2025

March 31, 2026

Commercial real estate $ 21,546 $ 5,726 $ 21,481 $ 43,027 $ 5,726

16 unchanged sentences

Total $ 23,085 $ 9,632 $ 45,636 $ 68,721 $ 9,632

Note 4— Allowance for Credit Losses (continued)

Purchased Credit Deteriorated Loans

The Company has purchased loans for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination.

The Company has purchased loans relating to our 2024 merger with Summit Financial Group, Inc.

(the “Summit Merger”) for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination.

The carrying amount of those loans, at acquisition, is as follows (in thousands):

8 unchanged sentences

The Company may modify loans to borrowers experiencing financial difficulty by providing principal forgiveness, term extension, interest rate reduction, or an other-than-insignificant payment delay.

When principal forgiveness is provided, the amount of forgiveness is charged off against the ACL.

When principal forgiveness is provided, the

Note 4— Allowance for Credit Losses (continued)

amount of forgiveness is charged off against the ACL.

The Company may also provide multiple types of modifications on an individual loan.

For the nine months ended September 30, 2025, and for the year ended, December 31, 2024, the Company did not extend any modifications to borrowers experiencing financial difficulty that had a more-than-insignificant direct change in the contractual cash flows of the loan.

For the three months ended March 31, 2026, and for the year ended, December 31, 2025, the Company did not extend any modifications to borrowers experiencing financial difficulty that had a more-than-insignificant direct change in the contractual cash flows of the loan.

Other Real Estate Owned

Real estate owned activity was as follows for the nine months ended September 30, 2025, and for the year ended, December 31, 2024 (in thousands):

September 30, 2025 December 31, 2024

Real estate owned activity was as follows for the three months ended March 31, 2026, and for the year ended, December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

Beginning balance $ 2,689 $ 2,783

5 unchanged sentences

Note 5— Deposits

The aggregate amount of time deposits that meet or exceed the FDIC Insurance Limit of $250,000, was approximately $ 295.9 million and $ 284.4 million on September 30, 2025, and December 31, 2024, respectively.

Brokered time deposits, which are fully insured, totaled $ 124.4 million and $ 244.8 million as of September 30, 2025, and December 31, 2024, respectively.

Time deposits through the Certificate of Deposit Account Registry Service (“CDARS”) program totaled $ 22.8 million at September 30, 2025, compared to $ 35.7 million at December 31, 2024.

Note 5— Deposits (continued)

The remaining maturities of time deposits as of September 30, 2025 are as follows (in thousands):

As of September 30, 2025

Remaining three months ending, December 31, 2025 $ 553,403

The aggregate amount of time deposits that meet or exceed the FDIC Insurance Limit of $250,000, was approximately $ 302.2 million and $ 295.4 million on March 31, 2026, and December 31, 2025, respectively.

Brokered time deposits, which are fully insured, totaled $ 3.4 million and $ 64.4 million as of March 31, 2026, and December 31, 2025, respectively.

Time deposits through the Certificate of Deposit Account Registry Service (“CDARS”) program totaled $ 22.4 million at March 31, 2026, compared to $ 22.4 million at December 31, 2025.

The remaining maturities of time deposits as of March 31, 2026 are as follows (in thousands):

As of March 31, 2026

Remaining nine months ending, December 31, 2026 $ 899,459

Thereafter 6,608

Total $ 1,020,418

At September 30, 2025, and December 31, 2024, amounts included in time deposits for individual retirement accounts totaled $ 114.6 million and $ 118.9 million, respectively.

Overdrafts of $ 657.4 thousand and $ 1.6 million were reclassified to loans as of September 30, 2025, and the year ended December 31, 2024, respectively.

At March 31, 2026, and December 31, 2025, amounts included in time deposits for individual retirement accounts totaled $ 110.7 million and $ 111.2 million, respectively.

Overdrafts of $ 524.4 thousand and $ 704.0 thousand were reclassified to loans as of March 31, 2026, and December 31, 2025, respectively.

Note 6— Borrowed Funds

Short-term borrowings

The Company had borrowings of $ 450.0 million and $ 365.0 million at September 30, 2025, and December 31, 2024, respectively.

At September 30, 2025, the interest rate on this debt was 4.24 %.

At December 31, 2024, the interest rate on this debt ranged from 4.43 % to 4.57 %.

The average balance outstanding during the nine months ending September 30, 2025, and the year ending December 31, 2024, was $ 412.7 million and $ 422.5 million, respectively.

The Company had borrowings of $ 525.0 million and $ 450.0 million at March 31, 2026, and December 31, 2025, respectively.

At March 31, 2026, the interest rate on this debt was 3.82 %.

At December 31, 2025, the interest rate on this debt was 3.75 %.

The average balance outstanding during the three months ending March 31, 2026, and the year ending December 31, 2025, was $ 492.4 million and $ 422.1 million, respectively.

The Company has a finance lease liability that is not included in these balances - see Note 7 - Leased Property for a discussion of this liability that is included in the accrued interest and other liabilities line in the Consolidated Balance Sheets.

The Company has available secured lines of credit with the Federal Reserve Bank of Richmond, such as the Borrower-In-Custody program, the FHLB of Atlanta, and unsecured federal funds lines of credit from correspondent banking relationships.

Through these sources, the Company has unused capacity of $ 4.2 billion in remaining borrowing capacity as of September 30, 2025.

Note 6— Borrowed Funds (continued)

relationships.

Through these sources, the Company has unused capacity of $ 4.7 billion in remaining borrowing capacity as of March 31, 2026.

The advances on credit lines are secured by both securities and loans.

The lendable collateral value of securities and loans pledged against available lines of credit as of September 30, 2025, and December 31, 2024, was $ 3.2 billion and $ 3.1 billion, respectively.

As of September 30, 2025, all of the Company’s borrowings will mature within one calendar year.

The contractual maturities of these borrowings, which all occur within one year of the reporting date, are as follows as of September 30, 2025, (in thousands):

The lendable collateral value of securities and loans pledged against available lines of credit as of March 31, 2026, and December 31, 2025, was $ 3.4 billion and $ 3.2 billion, respectively.

As of March 31, 2026, all of the Company’s borrowings will mature within one calendar year.

The contractual maturities of these borrowings, which all occur within one year of the reporting date, are as follows as of March 31, 2026, (in thousands):

Due in 2026 $ 525,000

2 unchanged sentences

Subordinated Debentures

As part of the Merger, Burke & Herbert assumed $ 75.0 million of subordinated debentures, that were fair valued at $ 61.5 million with a $ 13.5 million discount being amortized into interest expense over the stated maturity.

As of September 30, 2025, the net balance was $ 68.9 million.

As part of the Summit Merger, Burke & Herbert assumed $ 75.0 million of subordinated debentures, that were fair valued at $ 61.5 million with a $ 13.5 million discount being amortized into interest expense over the stated maturity.

As of March 31, 2026, the net balance was $ 71.5 million.

The subordinated debt qualifies as Tier 2 capital under Federal Reserve Board guidelines, until the debt is within 5 years of its maturity;

2 unchanged sentences

This subordinated debt bears interest at a fixed rate of 3.25 % per year, from acquisition date to, but excluding, December 1, 2026, payable semi-annually in arrears.

From and including, December 1, 2026 to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term Secured Overnight Financing Rate (“SOFR”), as published by the Federal Reserve Bank of New York, plus 230 basis points, payable quarterly

Note 6— Borrowed Funds (continued)

This debt has a 10 -year term, and generally, is not prepayable by us within the first 5 years from issuance, which was fourth quarter 2021.

Through the Merger, Burke & Herbert also assumed $ 30 million of subordinated debentures that were fair valued at $ 29.8 million with a $ 0.2 million discount being amortized into interest expense over the stated maturity.

This subordinated debt qualified as Tier 2 capital under Federal Reserve Board guidelines, until the debt was within 5 years of its maturity;

thereafter, the amount qualifying as Tier 2 capital would have been reduced by 20 % each year until its maturity.

The subordinated debentures were issued on September 22, 2020, had a 10 -year term, and generally, were not prepayable by us within the first 5 years from issuance, absent specific events.

This subordinated debt bore interest at a fixed rate of 5.00 % per year from the date of assumption to, but excluding, September 30, 2025, payable quarterly in arrears.

On September 30, 2025, the Company redeemed all $ 30 million aggregate principal amount of this subordinated debt.

The redemption was made pursuant to the optional redemption provisions set forth in the indenture, at a redemption price equal to 100 % of the principal amount plus accrued and unpaid interest to the redemption date.

The redemption was funded with available cash in the form of a dividend from the Company’s Bank subsidiary.

Subordinated Debentures Owed to Unconsolidated Subsidiary Trusts

As part of the Merger, Burke & Herbert became the sponsor for SFG Capital Trust I, SFG Capital Trust II, and SFG Capital Trust III.

As part of the Summit Merger, Burke & Herbert became the sponsor for SFG Capital Trust I, SFG Capital Trust II, and SFG Capital Trust III.

For each of these trusts, 100 % of the common equity is owned by us.

SFG Capital Trust I issued $ 3.5 million in capital securities and $ 109 thousand in common securities and invested the proceeds in $ 3.6 million of debentures, which were assumed by Burke & Herbert in the Merger.

SFG Capital Trust II issued $ 7.5 million in capital securities and $ 232 thousand in common securities and invested the proceeds in $ 7.7 million of debentures, which were assumed by Burke & Herbert in the Merger.

SFG Capital Trust III issued $ 8.0 million in capital securities and $ 248 thousand in common securities and invested the proceeds in $ 8.3 million of debentures, which were assumed by Burke & Herbert in the Merger.

Distributions on the capital securities issued by the trusts are payable quarterly at a variable rate equal to three-month term SOFR, plus 345 basis points for SFG Capital Trust I, three-month term SOFR, plus 280 basis points for SFG Capital Trust II, and three-month term SOFR, plus 145 basis points for SFG Capital Trust III, and equals the interest rate earned on the debentures held by the trusts and is recorded as interest expense by us.

3 unchanged sentences

The capital securities issued by SFG Capital Trust I, SFG Capital Trust II, and SFG Capital Trust III qualify as Tier 1 capital under the Federal Reserve guidelines.

In accordance with these Guidelines, trust preferred securities are limited to 25% of Tier 1 capital elements, net of goodwill.

In accordance with these Guidelines, trust preferred securities are limited to

Note 6— Borrowed Funds (continued)

25% of Tier 1 capital elements, net of goodwill.

The amount of trust preferred securities and certain other elements in excess of the limit can be included in Tier 2 capital.

The remaining maturities of subordinated debentures as of September 30, 2025, are as follows (in thousands):

The remaining maturities of subordinated debentures as of March 31, 2026, are as follows (in thousands):

Subordinated debentures

Subordinated debentures owed to unconsolidated subsidiary trusts

Remaining three months ending, December 31, 2025 $ — $ —

Remaining nine months ending, December 31, 2026 $ — $ —

Thereafter 75,000 19,589

3 unchanged sentences

The Company enters into operating leases with customers to lease vacant space in certain owned premises that is not being used by the Company.

These operating leases are typically payable in monthly installments with terms ranging from around one year to around ten years and may contain renewal options.

These operating leases are typically payable in monthly installments with terms ranging from around one year to around nine years and may contain renewal options.

The components of lease income, which were included in non-interest expense on the Consolidated Statements of Income, were as follows (in thousands):

Note 7— Leased Property (continued)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Operating lease income $ 695 $ 693

Total lease income $ 695 $ 693

The remaining maturities of operating lease receivables as of September 30, 2025, are as follows (in thousands):

The remaining maturities of operating lease receivables as of March 31, 2026, are as follows (in thousands):

Operating Leases

Remaining three months ending, December 31, 2025 $ 696

Remaining nine months ending, December 31, 2026 $ 1,949

Thereafter 1,370

4 unchanged sentences

Certain leases offer the option to extend the lease term, and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably assured of being exercised.

Including renewal options, the terms of the Company’s leases range from less than one year to approximately thirteen years .

Including renewal options, the terms of the Company’s leases range from less than one year to around twelve years .

The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

2 unchanged sentences

The right-of-use asset and lease liability are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets.

Note 7— Leased Property (continued)

Right-of-use assets and liabilities by lease type, and the associated balance sheet classifications are as follows (in thousands):

Balance Sheet Classification September 30, 2025 December 31, 2024

Balance Sheet Classification March 31, 2026 December 31, 2025

Right-of-use assets:

7 unchanged sentences

The components of total lease cost were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Finance lease cost

3 unchanged sentences

Total lease cost $ 974 $ 932

Note 7— Leased Property (continued)

The Company’s future undiscounted lease payments for finance and operating leases with initial terms of one year or more as of September 30, 2025, are as follows (in thousands):

The Company’s future undiscounted lease payments for finance and operating leases with initial terms of one year or more as of March 31, 2026, are as follows (in thousands):

Operating Leases Finance Leases

Remaining three months ending, December 31, 2025 $ 824 $ 84

Remaining nine months ending, December 31, 2026 $ 2,507 $ 371

2027 3,015 504

6 unchanged sentences

Net lease liabilities $ 14,047 $ 4,680

The following table presents additional information about the Company’s leases as of September 30, 2025, and December 31, 2024.

Supplemental lease information (dollars in thousands) September 30, 2025 December 31, 2024

Note 7— Leased Property (continued)

The following table presents additional information about the Company’s leases as of March 31, 2026, and December 31, 2025.

Supplemental lease information (dollars in thousands) March 31, 2026 December 31, 2025

Finance lease weighted average remaining lease term (years) 10.28 10.61

2 unchanged sentences

Operating lease weighted average discount rate 4.65 % 4.64 %

Nine Months Ended September 30,

Three Months Ended March 31,

Cash paid for amounts included in the measurement of lease liabilities 2026 2025

11 unchanged sentences

The net unrealized gain or loss on AFS securities is not included in computing regulatory capital.

Management believes as of September 30, 2025, the Company and the Bank meet all capital adequacy requirements to which they are subject.

Management believes as of March 31, 2026, the Company and the Bank meet all capital adequacy requirements to which they are subject.

“Prompt corrective action” regulations provide five classifications:

2 unchanged sentences

If “undercapitalized”, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.

As of September 30, 2025, and December 31, 2024, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for “prompt corrective action.”

As of March 31, 2026, and December 31, 2025, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for “prompt corrective action.”

Note 8— Regulatory Capital Matters (continued)

The following table presents the actual and required capital amounts and ratios for the Company and the Bank at September 30, 2025, and December 31, 2024 (in thousands except for ratios):

The following table presents the actual and required capital amounts and ratios for the Company and the Bank at March 31, 2026, and December 31, 2025 (in thousands except for ratios):

Actual Minimum Required Capital - Basel III Minimum Required to be Well Capitalized

Amount Ratio Amount Ratio Amount Ratio

As of September 30, 2025

As of March 31, 2026

Total Capital to risk weighted assets

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Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies.

As of September 30, 2025, approximately $ 297.0 million of retained earnings was available for dividend declaration consistent with the Company’s capital plan.

As of March 31, 2026, approximately $ 359.2 million of retained earnings was available for dividend declaration consistent with the Company’s capital plan.

Note 9— Derivatives

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Interest rate swaps, designated as cash flow hedges, involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

As of September 30, 2025, such derivatives

As of March 31, 2026, such derivatives were

Note 9— Derivatives (continued)

were used to hedge the variable cash flows associated with variable-rate liabilities.

As of September 30, 2024, such derivatives were used to hedge the variable cash flows associated with variable-rate debt and variable-rate securities.

used to hedge the variable cash flows associated with variable-rate liabilities.

As of March 31, 2025, such derivatives were used to hedge the variable cash flows associated with variable-rate debt and variable-rate securities.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense or interest income in the same period(s) during which the hedged transaction affects earnings.

During the next twelve months, the Company estimates that an additional $ 6.5 thousand will be reclassified as an increase in interest expense.

During the next twelve months, the Company estimates that an additional $ 1.4 million will be reclassified as a reduction in interest expense.

Derivatives not designated as hedges

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Changes in the fair value of interest rate swaps are recorded in other non-interest expense and sum to zero because of offsetting terms of swaps with borrowers and swaps with dealer counterparties.

The table below presents the fair value of the Company’s derivative financial instruments, which includes accrued interest, as well as their classification on the Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024 (in thousands):

September 30, 2025

The table below presents the fair value of the Company’s derivative financial instruments, which includes accrued interest, as well as their classification on the Consolidated Balance Sheets as of March 31, 2026, and December 31, 2025 (in thousands):

March 31, 2026

Balance Sheet Location Notional Amount Fair Value

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Note 9— Derivatives (continued)

The table below presents the effect of cash flow hedge accounting on AOCI for the three months ended September 30, 2025, and September 30, 2024 (in thousands):

Derivatives in Cash Flow

Hedging Relationships September 30, 2025 Location of Gain or (Loss) Reclassified from AOCI into Income September 30, 2025

Amount of Gain or (Loss) Recognized in OCI on Derivative

Amount of Gain or (Loss) Recognized in OCI Included Component Amount of Gain or (Loss) Recognized in OCI Excluded Component Amount of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from AOCI into Income Included Component Amount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component

Interest Rate Products $ — $ — $ — Interest Income $ — $ — $ —

Interest Rate Products 221 221 — Interest Expense 709 709 —

Total $ 221 $ 221 $ — $ 709 $ 709 $ —

Derivatives in Cash Flow

Hedging Relationships September 30, 2024 Location of Gain or (Loss) Reclassified from AOCI into Income September 30, 2024

Amount of Gain or (Loss) Recognized in OCI on Derivative

Interest Rate Products $ — $ — $ — Interest Income $ — $ — $ —

Interest Rate Products ( 3,887 ) ( 3,887 ) — Interest Expense 1,080 1,080 —

Total $ ( 3,887 ) $ ( 3,887 ) $ — $ 1,080 $ 1,080 $ —

The table below presents the effect of cash flow hedge accounting on AOCI for the nine months ended September 30, 2025, and September 30, 2024 (in thousands):

The table below presents the effect of cash flow hedge accounting on AOCI for the three months ended March 31, 2026, and March 31, 2025 (in thousands):

Derivatives in Cash Flow

Hedging Relationships September 30, 2025 Location of Gain or (Loss) Reclassified from AOCI into Income September 30, 2025

Hedging Relationships March 31, 2026 Location of Gain or (Loss) Reclassified from AOCI into Income March 31, 2026

Amount of Gain or (Loss) Recognized in OCI on Derivative

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Derivatives in Cash Flow

Hedging Relationships September 30, 2024 Location of Gain or (Loss) Reclassified from AOCI into Income September 30, 2024

Hedging Relationships March 31, 2025 Location of Gain or (Loss) Reclassified from AOCI into Income March 31, 2025

Amount of Gain or (Loss) Recognized in OCI on Derivative

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Total $ 480 $ 480 $ — $ 428 $ 428 $ —

Note 9— Derivatives (continued)

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income for the three and nine months ended September 30, 2025, and September 30, 2024 (in thousands).

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income for the three months ended March 31, 2026, and March 31, 2025 (in thousands).

Location and Amount of Gain or (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships

Three months ended

September 30, 2025 September 30, 2024

Interest Income Interest Expense Interest Income Interest Expense

Total amounts of income and expense line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded $ 40 $ 709 $ 40 $ 1,080

The effects of fair value and cash flow hedging:

Gain or (loss) on fair value hedging relationships in Subtopic 815-20

Interest contracts

Hedged items (1)

Derivatives designated as hedging instruments — — — —

Gain or (loss) on cash flow hedging relationships in Subtopic 815-20

Interest contracts

Amount of gain or (loss) reclassified from AOCI into income

— 709 — 1,080

Amount of gain or (loss) reclassified from AOCI into income as a result that a forecasted transaction is no longer probable of occurring — — — —

Amount of gain or (loss) reclassified from AOCI into income - included component — 709 — 1,080

Amount of gain or (loss) reclassified from AOCI into income - excluded component — — — —

Location and Amount of Gain or (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships

Nine months ended

September 30, 2025 September 30, 2024

March 31, 2026 March 31, 2025

Interest Income Interest Expense Interest Income Interest Expense

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Amount of gain or (loss) reclassified from AOCI into income

— 1,868 ( 611 ) 2,113

Amount of gain or (loss) reclassified from AOCI into income as a result that a forecasted transaction is no longer probable of occurring — — — —

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Credit-risk-related Contingent Features

As of September 30, 2025, the fair value of derivatives in a liability position, which includes accrued interest but excludes any adjustment for non-performance risk related to these agreements, was $ 174.2 thousand.

As of March 31, 2026, the fair value of derivatives in a liability position, which includes accrued interest but excludes any adjustment for non-performance risk related to these agreements, was $ 4.6 thousand.

As of December 31, 2025, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk related to these agreements, was $ 340.0 thousand.

As of September 30, 2025, and as of December 31, 2024, the Company has posted the full amount of collateral related to these agreements.

As of March 31, 2026, and as of December 31, 2025, the Company has posted the full amount of collateral related to these agreements.

Note 10— Commitments and Contingencies

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Since many of our commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.

A summary of the contractual amounts of the Company’s financial instruments outstanding at September 30, 2025, and December 31, 2024, is as follows (in thousands):

September 30, 2025 December 31, 2024

A summary of the contractual amounts of the Company’s financial instruments outstanding at March 31, 2026, and December 31, 2025, is as follows (in thousands):

March 31, 2026 December 31, 2025

Commitments to extend credit $ 827,496 $ 970,255

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Allowance for credit losses - off-balance-sheet credit exposures

The Company recorded a recapture of credit losses on unfunded commitments of $ 312.0 thousand and provision for credit losses of $ 62.0 thousand on unfunded commitments for the three months ended September 30, 2025 and September 30, 2024, respectively.

The Company recorded a recapture of credit losses on unfunded commitments of $ 804.0 thousand and a provision for credit losses of $ 3.9 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

The ACL on off-balance-sheet credit totaled $ 3.2 million and $ 4.0 million as of September 30, 2025, and December 31, 2024, and is included in accrued interest and other liabilities on the accompanying Consolidated Balance Sheets.

The Company recorded a recapture of credit losses on unfunded commitments of $ 201.0 thousand and recapture of credit losses of $ 398.8 thousand on unfunded commitments for the three months ended March 31, 2026 and March 31, 2025, respectively.

The ACL on off-balance-sheet credit totaled $ 3.0 million and $ 3.2 million as of March 31, 2026, and December 31, 2025, and is included in accrued interest and other liabilities on the accompanying Consolidated Balance Sheets.

The Company is a party to litigation, claims, and proceedings arising in the normal course of business that are ordinary and routine to the nature of the Company’s business and operations.

Management, after consultation with legal counsel, believes that the liabilities, if any, arising from any currently pending or threatened litigation, claims, or proceedings will not be material to the Company’s financial position as of September 30, 2025, and December 31, 2024, respectively.

Management, after consultation with legal counsel, believes that the liabilities, if any, arising from any currently pending or threatened litigation, claims, or proceedings will not be material to the Company’s financial position as of March 31, 2026, and December 31, 2025, respectively.

Note 11— Fair Value Measurements

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Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Note 11— Fair Value Measurements (continued)

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;

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Equity investments are recorded at fair value on a recurring basis, with changes in fair value reported in net income.

Through the Merger we acquired an investment in an S&P 500 index mutual fund that is traded on an exchange, and we classify it as Level 2 as of September 30, 2025.

Through the Merger, we acquired perpetual preferred stock of a bank holding company issued in October 2022 in a private offering.

Through the Summit Merger we acquired an investment in an S&P 500 index mutual fund that is traded on an exchange, and we classify it as Level 2 as of March 31, 2026.

Through the Summit Merger, we acquired perpetual preferred stock of a bank holding company issued in October 2022 in a private offering.

The perpetual preferred stock does not trade on an exchange or in an active over-the-counter market;

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The Company has considered counterparty credit risk in the valuation of its interest rate swap assets and has considered its own credit risk in the valuation of its interest rate swap liabilities.

Note 11— Fair Value Measurements (continued)

Loans held-for-sale

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Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):

Fair Value Measurements at September 30, 2025, Using:

Fair Value Measurements at March 31, 2026, Using:

Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

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Assets that were measured at fair value on a non-recurring basis during the period are summarized below (in thousands):

Fair Value Measurements at September 30, 2025, Using:

Fair Value Measurements at March 31, 2026, Using:

Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

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Other real estate owned — — 2,689 2,689

The following table presents quantitative information about Level 3 Fair Value Measurements for assets measured at fair value on a non-recurring basis at September 30, 2025, and December 31, 2024 (in thousands except for percentages):

The following table presents quantitative information about Level 3 Fair Value Measurements for assets measured at fair value on a non-recurring basis at March 31, 2026, and December 31, 2025 (in thousands except for percentages):

Description Fair Value Valuation Techniques Unobservable Inputs Range

September 30, 2025

March 31, 2026

Collateral dependent loans $ 22,779 Appraisal of collateral Management adjustments (e.g., liquidity, selling costs, etc.) 5.0 % to 20.0 % for liquidity, 6.0 % to 8.0 % for selling costs

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Fair value of financial instruments

The carrying amounts and estimated fair values of financial instruments not carried at fair value, at September 30, 2025, and December 31, 2024, were as follows (in thousands):

Fair Value Measurements at September 30, 2025, Using:

The carrying amounts and estimated fair values of financial instruments not carried at fair value, at March 31, 2026, and December 31, 2025, were as follows (in thousands):

Fair Value Measurements at March 31, 2026, Using:

Carrying Amount Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

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Note 12— Accumulated Other Comprehensive Income (Loss)

The following table presents changes in accumulated other comprehensive income (loss) by component, net of tax, for the three and nine months ended September 30, 2025, and September 30, 2024 (in thousands):

Three months ended September 30, 2025

Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income

Beginning Balance $ 324 $ ( 83,576 ) $ ( 4,602 ) $ ( 87,854 )

Net unrealized gains (losses) 170 19,970 — 20,140

net realized (gains) losses reclassified to earnings ( 546 ) ( 194 ) — ( 740 )

Net change in pension plan benefits — — — —

Ending Balance $ ( 52 ) $ ( 63,800 ) $ ( 4,602 ) $ ( 68,454 )

Three months ended September 30, 2024

Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income

Beginning Balance $ 2,730 $ ( 97,415 ) $ ( 5,745 ) $ ( 100,430 )

Net unrealized gains (losses) ( 3,071 ) 28,628 — 25,557

net realized (gains) losses reclassified to earnings ( 853 ) ( 32 ) — ( 885 )

Net change in pension plan benefits — — — —

Ending Balance $ ( 1,194 ) $ ( 68,819 ) $ ( 5,745 ) $ ( 75,758 )

Note 12— Accumulated Other Comprehensive Income (Loss) (continued)

Nine months ended September 30, 2025

Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income

The following table presents changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended March 31, 2026, and March 31, 2025 (in thousands):

Three months ended March 31, 2026

Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income (Loss)

Beginning Balance $ ( 64 ) $ ( 54,857 ) $ ( 4,039 ) $ ( 58,960 )

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Ending Balance $ 1,194 $ ( 66,157 ) $ ( 4,039 ) $ ( 69,002 )

Nine months ended September 30, 2024

Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income

Three months ended March 31, 2025

Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Defined Benefit Pension Items Accumulated Other Comprehensive Income (Loss)

Beginning Balance $ 911 $ ( 92,055 ) $ ( 4,576 ) $ ( 95,720 )

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Note 12— Accumulated Other Comprehensive Income (Loss) (continued)

The following table presents amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2025, and September 30, 2024 (in thousands).

The following table presents amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2026, and March 31, 2025 (in thousands).

Details about Accumulated Other Comprehensive Income Components Amount Reclassified From Accumulated Other Comprehensive Income Affected Line Item in the Statements of Income

Three months ended Nine months ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Three months ended

March 31, 2026 March 31, 2025

Cash flow hedges:

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Note 13— Other Operating Expense

Other operating expense from the Consolidated Statements of Income for the three and nine months ended September 30, 2025, and September 30, 2024, is as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Other operating expense from the Consolidated Statements of Income for the three months ended March 31, 2026, and March 31, 2025, is as follows (in thousands):

Three Months Ended March 31,

Historic tax credit amortization $ 239 $ 435

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Total $ 10,425 $ 9,114

Note 13— Other Operating Expense (continued)

The Company incurred Merger-related expenses of zero and $ 11.3 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

These expenses are included in the consultant fees, audit fees, legal expense, donation, and other line items detailed in other operating expenses.

The Company incurred merger-related expenses of $ 1.4 million and zero for the three months ended March 31, 2026 and March 31, 2025, respectively.

These expenses are primarily included in the consultant fees, audit expense, legal expense, and other line items detailed in other operating expenses.

Note 14— Share-Based Compensation

The Company has a share-based incentive plan described below that allows it to offer a variety of equity compensation awards subject to approval.

Total compensation cost that has been charged against income for restricted stock unit awards granted was $ 1.1 million and $ 566.9 thousand for the three months ended September 30, 2025, and September 30, 2024, respectively.

The total income tax benefit was $ 242.9 thousand and $ 119.0 thousand for the three months ended September 30, 2025, and September 30, 2024, respectively.

Total compensation cost that has been charged against income for restricted stock unit awards granted was $ 3.5 million and $ 2.0 million for the nine months ended September 30, 2025, and September 30, 2024, respectively.

The total income tax benefit was $ 806.1 thousand and $ 410.5 thousand for the nine months ended September 30, 2025, and September 30, 2024, respectively.

Total compensation cost that has been charged against income for restricted stock unit awards granted was $ 1.1 million and $ 1.3 million for the three months ended March 31, 2026, and March 31, 2025, respectively.

The total income tax benefit was $ 248.5 thousand and $ 264.7 thousand for the three months ended March 31, 2026, and March 31, 2025, respectively.

2019 Stock Incentive Plan

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In 2023, a new stock incentive plan (“2023 SIP”) was approved by the Company’s Board of Directors (the “Board”) and shareholders.

Upon the plan’s shareholder approval date of March 30, 2023, no further share-based awards will be issued under the 2019 SIP.

Since the plan’s shareholder approval date of March 30, 2023, no further share-based awards have been issued under the 2019 SIP.

The 2023 SIP provides for the issuance of share-based awards to directors and employees of the Company.

The 2023 SIP authorized the issuance of 250,000 shares, subject to an annual increase in available shares and shares and shares recycled from the 2019 SIP that were cancelled.

Based on our shares outstanding as of September 30, 2025, and awards that were recycled from the 2019 SIP, the total shares authorized for issuance under the plan as of September 30, 2025 was 324,887 .

A total of 95,587 and 64,365 shares were issued during the nine months ended September 30, 2025, and September 30, 2024, respectively.

The 2023 SIP authorized the issuance of 250,000 shares, subject to an annual increase in available shares and shares recycled from the 2019 SIP that were cancelled.

Based on our shares outstanding as of March 31, 2026, and awards that were recycled from the 2019 SIP, the total shares authorized for issuance under the plan as of March 31, 2026 was 474,578 .

A total of 58,605 and 77,441 shares were issued during the three months ended March 31, 2026, and March 31, 2025, respectively.

For time-based RSUs, the fair value was determined by using the closing stock price on the date prior to the grant date.

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Forfeited ( 4,000 ) 63.34

Non-vested at September 30, 2025 173,989 $ 59.53

As of September 30, 2025, there was $ 6.8 million of total unrecognized compensation costs related to non-vested shares granted under both the 2019 SIP and 2023 SIP.

Non-vested at March 31, 2026 226,222 $ 61.13

As of March 31, 2026, there was $ 8.7 million of total unrecognized compensation costs related to non-vested shares granted under both the 2019 SIP and 2023 SIP.

The cost is expected to be recognized over a weighted average period of 1.26 years.

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Upon the 2023 ESPP’s shareholder approval date of March 30, 2023, the 2023 ESPP reserved 250,000 shares of common stock for issuance to employees, subject to an annual increase in reserved shares.

At September 30, 2025, 299,391 shares were available to be issued.

At March 31, 2026, total shares authorized for issuance were 473,978 and 442,165 shares were available to be issued.

Whole shares are sold to participants in the 2023 ESPP at 85 % of the lower of the stock price at the beginning or end of each semi-annual offering period.

The first semi-annual offering period began on September 1, 2023, and the current semi-annual offering period began on September 1, 2025.

The first semi-annual offering period began on September 1, 2023, and the current semi-annual offering period began on March 1, 2026.

Eligible employees may purchase shares in an amount that does not exceed the lesser of the IRS limit of $25,000 or 15 % of their annual salary.

The following table presents information for the 2023 ESPP for the nine months ended September 30, 2025:

September 30, 2025

The following table presents information for the 2023 ESPP for the three months ended March 31, 2026:

March 31, 2026

Shares purchased 6,917

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Stock Appreciation Rights (“SARs”)

Upon completion of the Merger and as a part of the Merger Agreement, Burke & Herbert assumed SAR awards that had been issued to existing employees that would continue with the same terms and conditions adjusted for the exchange ratio of 0.5043 .

As part of the Merger, a significant portion of SAR awards accelerated their vesting and thus did not require any future service component.

Management used the Black-Scholes option-pricing model to fair value these accelerated SAR awards and included this value as part of the purchase price consideration discussed in Note 16 - Business Combination .

Upon completion of the Summit Merger and as a part of the Summit Merger Agreement, Burke & Herbert assumed SAR awards that had been issued to existing employees that would continue with the same terms and conditions adjusted for the exchange ratio of 0.5043 .

As part of the Summit Merger, a significant portion of SAR awards accelerated their vesting and thus did not require any future service component.

Management used the Black-Scholes option-pricing model to fair value these accelerated SAR awards and included this value as part of the purchase price consideration.

The Company also used the Black-Scholes option-pricing model to fair value the non-accelerated SAR awards that were not fully vested.

The SAR awards that have been assumed by the Company, were issued in 2019, 2021, and 2023, and these SAR awards become exercisable ratably over seven years ( 14.3 % per year) and contractually expire ten years after the grant date.

Upon completion of the Merger, the Company determined the fair value per SAR using the following assumptions:

Upon completion of the Summit Merger, the Company determined the fair value per SAR using the following assumptions:

# of years to full vesting 7 years 7 years 7 years

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Note 14— Share-Based Compensation (continued)

A summary of SAR and option activity during the nine months ended September 30, 2025, is as follows:

A summary of SAR and option activity during the three months ended March 31, 2026, is as follows:

Weighted Average

Dollars in thousands, expect per share information SARs

Dollars in thousands, except per share information

Aggregate Intrinsic Value

1 unchanged sentence

Outstanding, December 31, 2025

184,719 $ 1,980 4.84 $ 48.48

Granted (or acquired) — — — —

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Expired — — — —

Outstanding, September 30, 2025

Outstanding, March 31, 2026

164,268 $ 1,627 4.56 $ 48.91

Exercisable SARs:

At September 30, 2025 156,427 $ 2,091 4.80 $ 48.32

The total fair value of SARs exercised was $ 731.1 thousand during the nine months ended September 30, 2025.

The total fair value of SARs vested was $ 126.1 thousand during the nine months ended September 30, 2025.

As of September 30, 2025, there was $ 354.8 thousand of total unrecognized compensation costs related to non-vested SARs acquired through the Merger.

At March 31, 2026 140,976 $ 1,888 4.28 $ 48.90

The total fair value of SARs exercised was $ 328.6 thousand during the three months ended March 31, 2026.

The total fair value of SARs vested was $ 73.2 thousand during the three months ended March 31, 2026.

As of March 31, 2026, there was $ 225.6 thousand of total unrecognized compensation costs related to non-vested SARs acquired through the Summit Merger.

The cost is expected to be recognized over a weighted average period of 1.96 years.

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Dilutive potential common stock has no effect on income available to common shareholders.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income (loss) applicable to common shares (in thousands) $ 27,124 $ 26,976

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Diluted earnings (loss) per common share 1.79 1.80

Stock awards equivalent to 23,303 and 27,418 shares of common stock were not considered in computing diluted earnings per common share for the three months ended September 30, 2025, and September 30, 2024, respectively, because they are antidilutive.

Stock awards equivalent to 31,173 and 51,094 shares of common stock were not considered in computing diluted earnings per share for the nine months ended September 30, 2025 and September 30, 2024, respectively, because they are antidilutive.

Note 16— Business Combination

Effective on May 3, 2024, Burke & Herbert completed the Merger with Summit, pursuant to the Merger Agreement.

In the Merger, holders of Summit common stock outstanding at the effective time of the Merger received 0.5043 shares of Burke & Herbert common stock for each share of Summit common stock they owned, subject to the payment of cash in lieu of fractional shares.

The total aggregate consideration payable in the Merger was approximately 7,405,772 shares of Burke & Herbert common stock.

Additionally, each share of Summit’s 6.0 % Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series 2021 issued and outstanding was converted into the right to receive a share of Burke & Herbert Series 2021 Preferred Stock.

We accounted for the Merger using the acquisition method of accounting in accordance with ASC 805, Business Combinations, and accordingly, the assets and liabilities of Summit were recorded at their respective fair values on the date of completion of the Merger.

We recognized goodwill of $ 34.1 million in connection with the acquisition, which is not amortized for financial reporting purposes, but is subject to annual impairment testing.

The goodwill arising from the transaction is no t deductible for tax purposes and consisted largely of synergies and the cost savings resulting from the combining of the operations of the companies.

The fair values of assets and liabilities are subject to refinement for up to one year after the acquisition date if any additional information relative to the acquisition date fair values becomes available.

This one year period expired during the quarter ending June 30, 2025.

The following table summarizes adjustments to goodwill subsequent to December 31, 2024 (in thousands):

Balance at December 31, 2024 $ 32,783

Adjustment to goodwill acquired in conjunction with the acquisition of Summit 1,366

Balance at June 30, 2025 $ 34,149

The adjustment to goodwill resulted in additional review of deferred tax asset and other compensation plan estimates that were established during the Merger and disclosed in the tables below.

The core deposit intangible represents the value of long-term deposit relationships acquired in this transaction and will be amortized over an estimated weighted average life of 7 years using an accelerated method which approximates the estimated run-off of the acquired deposits.

The fair value of intangible assets related to core deposits was $ 68.8 million on the date of acquisition.

The fair value of purchased financial assets with credit deterioration was $ 380.8 million on the date of the acquisition.

The gross contractual amounts receivable relating to the purchased financial assets with credit deterioration was $ 442.3 million.

After the Merger, all of the securities, held-to-maturity, were reclassified as available-for-sale.

The following table details the total consideration paid for Summit on May 3, 2024, the fair values of the assets acquired and liabilities assumed and the resulting goodwill at the acquisition date.

Note 16— Business Combination (continued)

($ in thousands, except share information)

Consideration May 3, 2024

Common stock of Summit Financial Group, Inc.

Exchange ratio 0.5043

Expected Burke & Herbert common stock to be issued 7,406,522

Actual Burke & Herbert common stock issued 7,405,772

Fractional common stock to be paid in cash 750

Actual Burke & Herbert common stock issued 7,405,772

Price per share of Burke & Herbert common stock issued $ 51.67

Purchase price consideration for common stock issued 382,656

Fractional common stock to be paid in cash 750

Average 10 day closing price used to pay fractional common stock $ 53.66

Cash paid for fractional shares 40

Implied value of stock appreciation rights ("SARs") and restricted stock units 4,336

Fair value of preferred stock issued by Burke & Herbert 10,413

Fully diluted transaction value $ 397,445

Goodwill $ 34,149

Note 16— Business Combination (continued)

As Recorded Estimated Estimated

by Summit Fair Value Fair Value

($ in thousands) May 3, 2024 Adjustments May 3, 2024

Total purchase price consideration $ 397,445

Recognized amounts of identifiable assets acquired and liabilities assumed

Cash and equivalents $ 53,357 $ — 53,357

Securities, available-for-sale, at fair value 491,608 — 491,608

Securities, held-to-maturity, at amortized cost 93,573 ( 7,430 ) 86,143

Equity and other investments 36,085 — 36,085

Loans, gross 3,707,940 ( 153,306 ) 3,554,634

Allowance for credit losses ( 49,471 ) 25,991 ( 23,480 )

Loans, net of allowance 3,658,469 ( 127,315 ) 3,531,154

Premises and equipment, net 62,255 13,276 75,531

Accrued interest receivable 19,610 — 19,610

Company-owned life insurance 86,363 — 86,363

Goodwill and intangibles 73,144 ( 4,384 ) 68,760

Other assets 43,169 11,263 54,432

Total identifiable assets acquired 4,617,633 ( 114,590 ) 4,503,043

Deposits 3,704,072 ( 7,136 ) 3,696,936

Borrowings 283,398 — 283,398

Subordinated debentures and trust preferred securities 123,533 ( 16,466 ) 107,067

Unfunded reserve liability 6,692 ( 3,190 ) 3,502

Accrued interest and other liabilities 47,537 1,307 48,844

Total liabilities 4,165,232 ( 25,485 ) 4,139,747

Total identifiable net assets 452,401 ( 89,105 ) 363,296

Goodwill $ 34,149

Stock awards equivalent to 9,816 and 41,553 shares of common stock were not considered in computing diluted earnings per common share for the three months ended March 31, 2026, and March 31, 2025, respectively, because they are antidilutive.

Note 16— Goodwill and Other Intangible Assets

The following table presents the change in goodwill for the three and nine months ended September 30, 2025, and September 30, 2024, (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table presents the change in goodwill for the three months ended March 31, 2026, and March 31, 2025, (in thousands):

Three Months Ended March 31,

Beginning of period $ 34,149 $ 32,783

3 unchanged sentences

End of period $ 36,253 $ 32,842

During the year ended December 31, 2024, the Company recorded $ 32.8 million of goodwill associated with the acquisition of Summit.

See Note 16 - Business Combination to the consolidated financial statements for additional detail regarding this transaction.

During the year ended December 31, 2024, the Company recorded $ 32.8 million of goodwill associated with the Summit Merger.

During the three months ended March 31, 2026, the Company recorded $ 2.1 million of additional goodwill associated with the acquisition of Burke & Herbert Wealth Services, LLC, formerly known as Piedmont Wealth Management.

The Company performs the annual goodwill impairment test on September 30 every year.

Other intangible assets consist of the core deposit intangible which is being amortized on an accelerated basis over its estimated useful life of 7 years.

During the year ended December 31, 2024, the Company recorded $ 68.8 million of core deposit intangibles associated with the acquisition of Summit.

The gross carrying amount and accumulated amortization of other intangible assets for the three and nine months ended September 30, 2025, and September 30, 2024, was as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

At the date of the Summit Merger, the Company recorded $ 68.8 million of core deposit intangibles associated with the Summit Merger.

The gross carrying amounts and accumulated amortization of other intangible assets for the three months ended March 31, 2026, and March 31, 2025, were as follows (in thousands):

Three Months Ended March 31,

Beginning of period $ 41,747 $ 57,300

4 unchanged sentences

The Company reviews other intangible assets for possible impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

Total amortization expense associated with intangible assets was $ 11.9 million for the nine months ended September 30, 2025.

Total amortization expense associated with intangible assets was $ 3.7 million and $ 4.3 million for the three months ended March 31, 2026, and March 31, 2025, respectively.

Estimated amortization expense for future years is as follows (in thousands):

Estimated Amortization

Remaining three months ending, December 31, 2025 $ 3,684

Remaining nine months ending, December 31, 2026 $ 9,413

Thereafter 819

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-Q

Item 1. Financial Statements