What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 481 added, 272 removed, 1062 unchanged (41% of the section changed)

2 unchanged sentences

Consolidated Financial Statements:

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)

Consolidated Balance Sheets as of June 30, 202 6 (Unaudited), and December 31, 202 5

Consolidated Statements of Income for the Three and Six Months Ended June 30, 202 6 , and June 30, 202 5 (Unaudited)

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 202 6 , and June 30, 202 5 (Unaudited)

Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 202 6 , and June 30, 202 5 (Unaudited)

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 202 6 , and June 30, 202 5 (Unaudited)

Notes to the Consolidated Financial Statements (Unaudited)

2 unchanged sentences

(In thousands, except share and per share data)

March 31, 2026

June 30, 2026

December 31, 2025

8 unchanged sentences

Net loans 7,905,295 5,319,853

Other real estate owned, net

Other real estate owned 2,934 2,689

Premises and equipment, net 150,698 136,809

19 unchanged sentences

2,000,000 shares authorized;

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

1,500 shares issued and outstanding at June 30, 2026;

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

2 unchanged sentences

$ 0.50 par value;

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, 20,736,461 shares issued and 20,165,171 shares outstanding at June 30, 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 March 31, 2026, and 571,290 shares, at cost, at December 31, 2025

571,290 shares, at cost, at June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Interest income

13 unchanged sentences

93,042 74,233 164,885 147,220

Credit loss expense - loans and available-for-sale securities 213 900

Credit loss expense (recapture) - loans and available-for-sale securities ( 833 ) 717 ( 620 ) 1,617

Credit loss expense (recapture) - off-balance sheet credit exposures

1 unchanged sentence

Total provision for credit losses

1,379 624 1,391 1,125

Net interest income after credit loss expense 91,663 73,609 163,494 146,095

2 unchanged sentences

Service charges and fees 2,286 2,130 4,141 4,308

Net gains on securities 1,799 1

Net (loss) gain on securities ( 1,868 ) 38 ( 69 ) 39

Income from company-owned life insurance 3,207 2,982 4,686 4,175

24 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income $ 9,482 $ 29,897 $ 36,831 $ 57,098

1 unchanged sentence

Unrealized gains (losses) on securities:

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

Unrealized gain (loss) arising during period, net of tax of ($ 2,374 ) and ($ 43 ) for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of $ 559 and ($ 2,560 ) for the six months ended June 30, 2026, and June 30, 2025, respectively

7,998 145 ( 1,884 ) 8,571

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

Reclassification adjustment for loss (gain) on securities, net of tax of ($ 427 ) and $ 9 for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of ($ 16 ) and $ 9 for the six months ended June 30, 2026, and June 30, 2025, respectively

1,440 ( 29 ) 53 ( 30 )

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

Reclassification adjustment for loss (gain) on fair value hedge, net of tax of $ 156 and $ 9 for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of $ 166 and $ 19 for the six months ended June 30, 2026, and June 30, 2025, respectively

( 527 ) ( 31 ) ( 558 ) ( 62 )

Defined benefit pension plans:

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

Changes in pension plan benefits, net of tax of $ 17 and $ 8 for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of $ 17 and $ 8 for the six months ended June 30, 2026, and June 30, 2025, respectively

( 58 ) ( 26 ) ( 58 ) ( 26 )

Unrealized gain (loss) on cash flow hedge:

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

Unrealized holding gain (loss) on cash flow hedge, net of tax of ($ 218 ) and ($ 202 ) for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of ($ 600 ) and ($ 91 ) for the six months ended June 30, 2026, and June 30, 2025, respectively

735 675 2,020 305

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

Comprehensive income

Reclassification adjustment for losses (gains) included in net income, net of tax $ 66 and $ 168 for the three months ended June 30, 2026, and June 30, 2025, respectively, net of tax of $ 74 and $ 266 for the six months ended June 30, 2026, and June 30, 2025, respectively

( 223 ) ( 564 ) ( 250 ) ( 892 )

Total other comprehensive income (loss) 9,365 170 ( 677 ) 7,866

Comprehensive income (loss)

$ 18,847 $ 30,067 $ 36,154 $ 64,964

See Notes to Consolidated Financial Statements.

1 unchanged sentence

Consolidated Statements of Changes in Shareholders’ Equity

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

For the Three Months Ended June 30, 2026, and 2025

(In thousands, except share and per share data)

Preferred Stock and Surplus Common Stock Retained

Earnings Comprehensive

Earnings Accumulated Other Comprehensive

Income (Loss) Treasury

1 unchanged sentence

Shares Outstanding Amount Additional Paid-in

Balance December 31, 2025 $ 10,413 15,028,524 $ 7,800 $ 405,922 $ 517,058 $ ( 58,960 ) $ ( 27,584 ) $ 854,649

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

Acquisition of LINKBANCORP, Inc.

— 5,082,605 2,541 327,297 — — — 329,838

Net income — — — — 9,482 — — 9,482

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

Other comprehensive income (loss) — — — — — 9,365 — 9,365

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

2 unchanged sentences

Share-based compensation expense, net — 36,625 18 397 ( 115 ) — — 300

Balance June 30, 2026 $ 10,413 20,165,171 $ 10,368 $ 734,764 $ 533,855 $ ( 59,637 ) $ ( 27,584 ) $ 1,202,179

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

Net income — — — — 29,897 — — 29,897

Other comprehensive income (loss) — — — — — 170 — 170

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

Common stock cash dividends, declared — — — — ( 8,254 ) — — ( 8,254 )

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

Share-based compensation expense, net — 24,905 13 552 ( 135 ) — — 430

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

See Notes to Consolidated Financial Statements.

Burke & Herbert Financial Services Corp.

Consolidated Statements of Changes in Shareholders’ Equity

For the Six Months Ended June 30, 2026, and 2025

(In thousands, except share and per share data)

Preferred Stock and Surplus Common Stock Retained

Earnings Accumulated Other Comprehensive

Income (Loss) Treasury

Stock Shareholders’

Shares Outstanding Amount Additional Paid-in

Balance December 31, 2025 $ 10,413 15,028,524 $ 7,800 $ 405,922 $ 517,058 $ ( 58,960 ) $ ( 27,584 ) $ 854,649

Acquisition of LINKBANCORP, Inc.

— 5,082,605 2,541 327,297 — — — 329,838

Net income — — — — 36,831 — — 36,831

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

Other comprehensive income (loss) — — — — — ( 677 ) — ( 677 )

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

2 unchanged sentences

Share-based compensation expense, net — 54,042 27 1,545 ( 228 ) — — 1,344

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

Balance June 30, 2026 $ 10,413 20,165,171 $ 10,368 $ 734,764 $ 533,855 $ ( 59,637 ) $ ( 27,584 ) $ 1,202,179

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

Net income — — — — 57,098 — — 57,098

Other comprehensive income (loss) — — — — — 7,866 — 7,866

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

Common stock cash dividends, declared — — — — ( 16,491 ) — — ( 16,491 )

Preferred stock cash dividends, declared — — — — ( 450 ) — — ( 450 )

Share-based compensation expense, net — 38,608 20 2,062 ( 244 ) — — 1,838

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

See Notes to Consolidated Financial Statements.

2 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities

6 unchanged sentences

Amortization of housing tax credits 3,061 3,567

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

Realized (gain) loss on sales of available-for-sale securities 69 ( 39 )

Realized loss on sales of OREO property — 2

9 unchanged sentences

Proceeds from sale of loans held-for-sale 12,209 14,479

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

Originations of loans held-for-sale ( 13,777 ) ( 13,475 )

(Increase) in accrued interest receivable ( 3,846 ) ( 999 )

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

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

(Increase) in other assets ( 20,213 ) ( 55,847 )

Increase in accrued interest payable and other liabilities 20,681 28,522

Net cash flows provided by operating activities $ 26,815 $ 37,688

10 unchanged sentences

(Increase) decrease in loans made to customers, net ( 21,148 ) 102,851

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

Net cash flows provided by (used in) investing activities $ ( 30,856 ) $ 9,012

Cash Flows from Financing Activities

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 non-interest-bearing accounts 91,696 ( 16,323 )

Net (decrease) in interest-bearing accounts ( 90,098 ) ( 108,980 )

Net increase (decrease) in other short-term borrowings ( 100,000 ) 285,000

Payment for call of subordinated debt

Repayment of finance lease liabilities ( 162 ) ( 113 )

5 unchanged sentences

Issuance of common stock 27 135

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

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

Sale of treasury stock — —

Net cash flows provided by (used in) financing activities $ ( 117,933 ) $ 143,132

Increase (decrease) in cash and cash equivalents ( 121,974 ) 189,832

Cash and cash equivalents

7 unchanged sentences

Interest paid on finance leases 74 53

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

Income taxes 1,071 5,293

Change in unrealized gains on available-for-sale securities ( 2,375 ) 7,876

1 unchanged sentence

Loans transferred to other real estate owned 417 117

Common stock issued for LNKB Merger, net 329,838 —

Preferred stock issued for LNKB Merger, net — —

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.

8 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 as of March 31, 2026, it has over 77 branches and commercial loan offices across Delaware, Kentucky, Maryland, Virginia, and West Virginia.

The Bank’s operations are conducted from it’s over 105 branches and commercial loan offices across Delaware, Kentucky, Maryland, Virginia, West Virginia, and Pennsylvania.

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

2 unchanged sentences

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.

Effective on May 1, 2026 (the “Closing Date”) 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, 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.

Holders of LNKB Common Stock received 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 5,082,605 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

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.

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.

2 unchanged sentences

All significant intercompany accounts and transactions between the Company and the Bank have been eliminated.

In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period.

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

preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

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 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.

The results of operations for the three and six months ended June 30, 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 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 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.

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.

9 unchanged sentences

We do not expect the adoption of ASU 2023-06 to have a material impact on our consolidated financial statements.

Recently Adopted 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.

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.

Note 2— Securities

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

The carrying amount of available-for-sale (“AFS”) securities and their approximate fair values at June 30, 2026, and December 31, 2025, are summarized as follows (in thousands):

June 30, 2026

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

21 unchanged sentences

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

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):

At June 30, 2026, and December 31, 2025, AFS securities with amortized costs of $ 1.5 billion and $ 1.1 billion, respectively, and with estimated fair values of $ 1.4 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 six months ended June 30, 2026, and June 30, 2025, were as follows (in thousands):

Proceeds from Gross realized

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

Six Months Ended June 30, Sales Calls and maturities Principal Payments Gains Losses

2026 $ 299,014 $ 11,425 $ 47,993 $ 2,210 $ 2,279

2025 963 25,281 82,455 45 6

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):

The tax benefit (provision) related to these net realized gains and losses for June 30, 2026, and June 30, 2025, was $ 15.8 thousand, and ($ 8.2 ) thousand, respectively.

The maturities of AFS securities at June 30, 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

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).

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

June 30, 2026

Amortized Cost

10 unchanged sentences

Total $ 19,491 $ 732,813 $ 1,017,847 $ 267,125 $ 2,037,276

March 31, 2026

June 30, 2026

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

9 unchanged sentences

Total $ 19,367 $ 705,225 $ 986,444 $ 252,002 $ 1,963,038

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

At June 30, 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.

Note 2— Securities (continued)

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 March 31, 2026, and December 31, 2025.

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

March 31, 2026

June 30, 2026

Less Than Twelve Months More Than Twelve Months

35 unchanged sentences

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 March 31, 2026, or December 31, 2025.

The Company did no t record an ACL on the AFS securities as of June 30, 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 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:

The Company had 454 securities in an unrealized loss position as of June 30, 2026.

The Company has evaluated AFS securities in an unrealized loss position for credit-related impairment at June 30, 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 March 31, 2026.

As such, there was no ACL on AFS securities at June 30, 2026.

Securities of U.S.

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

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

At June 30, 2026, the unrealized losses associated with 10 U.S.

Treasuries and Government Agency securities, 63 Residential Mortgage Backed – Agency securities, and 25 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 March 31, 2026.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2026.

Securities of U.S.

States and Municipalities

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.

At June 30, 2026, the unrealized losses associated with 257 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 March 31, 2026.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2026.

Residential & Commercial Mortgage Backed – Non-Agency Securities

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.

At June 30, 2026, the unrealized losses associated with 67 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 March 31, 2026.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2026.

Asset-Backed Securities

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.

At June 30, 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 March 31, 2026.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2026.

Other Securities

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

At June 30, 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 prior to the

Note 2— Securities (continued)

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

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 March 31, 2026.

Therefore, the Company has concluded that the unrealized losses for these securities do not require an ACL at June 30, 2026.

Restricted stock, at cost

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.

The Company’s investment in Federal Home Loan Bank (“FHLB”) stock totaled $ 31.9 million and $ 26.8 million at June 30, 2026, and December 31, 2025, respectively.

The Company’s investment in Federal Reserve Bank stock totaled $ 24.0 million and $ 14.8 million at June 30, 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 March 31, 2026, and no impairment has been recognized.

The Company does not consider these investments to be impaired at June 30, 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 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.

The Company’s restricted stock line item on the Consolidated Balance Sheets also includes an investment in Community Bankers’ Bank, totaling $ 111 thousand at June 30, 2026, and $ 111 thousand at December 31, 2025, which is carried at cost and is not impaired at June 30, 2026.

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 June 30, 2026, and December 31, 2025.

Note 3— Loans

10 unchanged sentences

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

Loan balances as of June 30, 2026, and December 31, 2025, by portfolio segment were as follows (in thousands):

June 30, 2026 December 31, 2025

Commercial real estate $ 3,898,387 $ 2,769,287

7 unchanged sentences

Loans, net $ 7,905,295 $ 5,319,853

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.

Net deferred loan fees included in the above loan categories totaled $ 7.3 million and $ 6.2 million at June 30, 2026, and December 31, 2025, respectively.

Note 4— Allowance for Credit Losses

2 unchanged sentences

For purposes of estimating the Company’s ACL, management generally evaluates collectively evaluated loans by federal call code in order to group loans with similar risk characteristics.

During the quarter, management updated the calculation of expected loss rates for the ACL from an internally developed application to a third-party modeling platform.

The input change had a net effect of reducing the modeled reserve by $ 2.4 million.

As a result of this change, the largest reserve reductions occurred in the acquisition, construction & development category of $ 6.5 million, and the commercial real estate category of $ 2.5 million while the modeled reserve for the single family residential category increased by $ 3.5 million, and owner-occupied real estate increased by $ 3.8 million.

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 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.

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

A specific reserve is assigned if the measured value of the loan using one of the before mentioned methods is less than the carrying value of the loan.

Based on management’s analysis, adjustments may be applied for additional factors impacting the risk of loss in the loan portfolio beyond the information that is used to calculate a reasonable and supportable forecast and a reversion period forecast on collectively evaluated loans.

Management may consider an additional or reduced reserve as warranted through qualitative risk factors based on the current and expected conditions as measured in supplemental information relative to the macroeconomic variable loss drivers used to calculate a reasonable and supportable forecast and a reversion period forecast.

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

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).

supportable forecast and a reversion period forecast.

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 six months ended June 30, 2026, and for the three and six months ended June 30, 2025, including the impact of the allowance established for Purchased Seasoned Loans (“PSL”) and Purchased Credit Deteriorated (“PCD”) loans for the six months ended June 30, 2026, (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

March 31, 2026

June 30, 2026

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

Allowance established for acquired PSL loans 6,439 5,532 1,722 4,845 3,751 959 23,248

Allowance established for acquired PCD loans 770 745 788 544 2,390 22 5,259

Provision for (recapture of) credit losses 340 6,093 ( 12,069 ) 1,754 3,226 ( 177 ) ( 833 )

2 unchanged sentences

Balance, end of period $ 34,457 $ 15,521 $ 7,215 $ 15,090 $ 21,337 $ 850 $ 94,470

March 31, 2025

June 30, 2025

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

3 unchanged sentences

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

Six months ended

June 30, 2026

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

Allowance established for acquired PSL loans 6,439 5,532 1,722 4,845 3,751 959 23,248

Allowance established for acquired PCD loans 770 745 788 544 2,390 22 5,259

Provision for (recapture of) credit losses 1,145 6,548 ( 12,517 ) 1,707 2,575 ( 78 ) ( 620 )

Charge-offs ( 100 ) ( 65 ) — ( 258 ) ( 35 ) ( 1,435 ) ( 1,893 )

Recoveries 13 1 1 25 120 493 653

Balance, end of period $ 34,457 $ 15,521 $ 7,215 $ 15,090 $ 21,337 $ 850 $ 94,470

June 30, 2025

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

Provision for (recapture of) credit losses ( 2,247 ) 1,359 ( 5,301 ) 4,182 2,361 1,263 1,617

Charge-offs ( 116 ) ( 1,100 ) ( 1 ) ( 197 ) ( 37 ) ( 1,513 ) ( 2,964 )

Recoveries 32 10 1 25 121 374 563

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

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 March 31, 2026, and December 31, 2025, by portfolio segment (in thousands):

March 31, 2026

The following table presents the aging of the recorded investment in past due loans as of June 30, 2026, and December 31, 2025, by portfolio segment (in thousands):

June 30, 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 March 31, 2026, and December 31, 2025 (in thousands):

March 31, 2026

The following table presents the amortized cost basis of the loan portfolio, by year of origination, loan class, and credit quality, as of June 30, 2026, and December 31, 2025 (in thousands):

June 30, 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 $ 89,427 $ 118,293 $ 97,090 $ 167,483 $ 247,540 $ 622,262 $ 263,429 $ 1,605,524

Note 4— Allowance for Credit Losses (continued)

Year to date gross charge-offs $ — $ — $ — $ 32 $ — $ 3 $ — $ 35

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

12 unchanged sentences

Year to date gross charge-offs $ — $ — $ 32 $ 8 $ — $ 14 $ 184 $ 238

Note 4— Allowance for Credit Losses (continued)

Single family residential (1-4 units)

15 unchanged sentences

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

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

The following tables present information about collateral-dependent loans that were individually evaluated for purposes of determining the ACL as of June 30, 2026, and December 31, 2025 (in thousands):

June 30, 2026

With Allowance With No Related Allowance Total

Amortized Cost Related Allowance Amortized Cost Amortized Cost Related Allowance

March 31, 2026

June 30, 2026

Commercial real estate $ 18,141 $ 3,717 $ 21,085 $ 39,226 $ 3,717

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 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 Company has purchased loans relating to the LNKB 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

Note 4— Allowance for Credit Losses (continued)

amount of forgiveness is charged off against the ACL.

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

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

For the six months ended June 30, 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 three months ended March 31, 2026, and for the year ended, December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

Real estate owned activity was as follows for the six months ended June 30, 2026, and for the year ended, December 31, 2025 (in thousands):

June 30, 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 $ 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

The aggregate amount of time deposits that meet or exceed the FDIC Insurance Limit of $250,000, was approximately $ 492.5 million and $ 295.4 million on June 30, 2026, and December 31, 2025, respectively.

Brokered time deposits, which are fully insured, totaled $ 120.7 million and $ 64.4 million as of June 30, 2026, and December 31, 2025, respectively.

Time deposits through the Certificate of Deposit Account Registry Service (“CDARS”) program totaled $ 28.5 million at June 30, 2026, compared to $ 22.4 million at December 31, 2025.

Note 5— Deposits (continued)

The remaining maturities of time deposits as of June 30, 2026, are as follows (in thousands):

As of June 30, 2026

Remaining six months ending, December 31, 2026 $ 1,178,960

Thereafter 9,542

Total $ 1,736,433

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.

At June 30, 2026, and December 31, 2025, amounts included in time deposits for individual retirement accounts totaled $ 159.8 million and $ 111.2 million, respectively.

Overdrafts of $ 756.0 thousand and $ 704.0 thousand were reclassified to loans as of June 30, 2026, and the year ended December 31, 2025, respectively.

Note 6— Borrowed Funds

Short-term borrowings

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 %.

The Company had borrowings of $ 525.0 million and $ 450.0 million at June 30, 2026, and December 31, 2025, respectively.

At June 30, 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 average balance outstanding during the six months ending June 30, 2026, and the year ending December 31, 2025, was $ 571.2 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

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.

Through these sources, the Company has unused capacity of $ 6.0 billion in remaining borrowing capacity as of June 30, 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 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):

The lendable collateral value of securities and loans pledged against available lines of credit as of June 30, 2026, and December 31, 2025, was $ 5.0 billion and $ 3.2 billion, respectively.

As of June 30, 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 June 30, 2026, (in thousands):

Due in 2026 $ 525,000

2 unchanged sentences

Subordinated Debentures

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.

As part of the merger with Summit Financial Group, Inc., which closed on May 3, 2024, (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 June 30, 2026, the net balance was $ 72.8 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 in arrears.

Note 6— Borrowed Funds (continued)

published by the Federal Reserve Bank of New York, plus 230 basis points, payable quarterly in arrears.

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.

In connection with the LNKB Merger, Burke & Herbert assumed $ 62.6 million of subordinated debentures, that were fair valued at $ 62.1 million with a $ 0.5 million discount being amortized into interest expense over the stated maturity.

As of June 30, 2026, the net balance was $ 62.0 million.

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

thereafter, the amount qualifying as Tier 2 capital is reduced by 20 % each year until maturity.

There were three distinct issuances of subordinated debt assumed in the LNKB Merger.

The first has a face value of $ 20.0 million and was issued in the second quarter of 2022.

This subordinated debt, which will mature on April 15, 2032, bears interest at a fixed rate of 4.50 % for the period up to but excluding April 15, 2027 (the “Fixed Interest Rate Period”).

From April 15, 2027, until maturity or redemption (the “Floating Interest Rate Period”), the interest rate will adjust to a floating rate of three-month SOFR plus 203 basis points.

The Company pays interest in arrears semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period.

Subject to limited exceptions, the Company cannot redeem the Notes before the fifth anniversary of the issuance date.

The second issuance, with face value of $ 20.0 million matures on October 1, 2030, and initially bore interest at a fixed rate of 5.00 % until October 1, 2025.

Since October 1, 2025, to the stated maturity date or earlier redemption date, the interest rate resets semi-annually to an annual floating rate of three-month SOFR plus a spread of 475 basis points, but no less than 5.0 %.

The Company has the ability to redeem the notes in this issuance, in whole or in part, since October 1, 2025 plus accrued and unpaid interest.

These Notes are also redeemable in whole or in part upon the occurrence of specific events defined within the indenture.

The third issuance has two tranches.

The first tranche was issued in January 2018, with a face value of $ 4.5 million, which bears interest at a fixed rate of 6.875 % and matures in April 1, 2028.

Interest is payable quarterly in arrears.

The second tranche has a face value of $ 18.1 million and initially bore interest at a fixed rate of 6.00 %, from June 25, 2020 up to but excluding July 1, 2025, and was payable semi-annually in arrears.

From and including July 1, 2025, up to but excluding July 1, 2030, or to a redemption date, the interest rate on the second tranche shall reset quarterly to the then current three-month SOFR plus 590 basis points, payable quarterly in arrears.

Beginning on July 1, 2025, through maturity, the subordinated notes may be redeemed at the Company’s option on any scheduled interest payment date.

These subordinated notes mature on July 1, 2030.

Subordinated Debentures Owed to Unconsolidated Subsidiary Trusts

13 unchanged sentences

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 March 31, 2026, are as follows (in thousands):

The remaining maturities of subordinated debentures as of June 30, 2026, are as follows (in thousands):

Subordinated debentures

Subordinated debentures owed to unconsolidated subsidiary trusts

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

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

2030 38,050 —

Thereafter 95,000 19,589

4 unchanged sentences

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):

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Operating lease income $ 662 $ 699 $ 1,357 $ 1,393

Total lease income $ 662 $ 699 $ 1,357 $ 1,393

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

The remaining maturities of operating lease receivables as of June 30, 2026, are as follows (in thousands):

Operating Leases

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

Remaining six months ending, December 31, 2026 $ 1,302

Thereafter 1,371

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 around twelve years .

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

4 unchanged sentences

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

Balance Sheet Classification March 31, 2026 December 31, 2025

Balance Sheet Classification June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Finance lease cost

3 unchanged sentences

Total lease cost $ 1,633 $ 939 $ 3,253 $ 1,873

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):

The Company’s future undiscounted lease payments for finance and operating leases with initial terms of one year or more as of June 30, 2026, are as follows (in thousands):

Operating Leases Finance Leases

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

Remaining six months ending, December 31, 2026 $ 2,921 $ 248

2027 5,606 504

7 unchanged sentences

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

The following table presents additional information about the Company’s leases as of June 30, 2026, and December 31, 2025.

Supplemental lease information (dollars in thousands) June 30, 2026 December 31, 2025

Finance lease weighted average remaining lease term (years) 10.03 10.61

2 unchanged sentences

Operating lease weighted average discount rate 4.54 % 4.64 %

Three Months Ended March 31,

Six Months Ended June 30,

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

Management believes as of June 30, 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 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.”

As of June 30, 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 March 31, 2026, and December 31, 2025 (in thousands except for ratios):

The following table presents the actual and required capital amounts and ratios for the Company and the Bank at June 30, 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 March 31, 2026

As of June 30, 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 March 31, 2026, approximately $ 359.2 million of retained earnings was available for dividend declaration consistent with the Company’s capital plan.

As of June 30, 2026, approximately $ 345.7 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 March 31, 2026, such derivatives were

As of June 30, 2026, such derivatives were

Note 9— Derivatives (continued)

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.

As of June 30, 2025, such derivatives were used to hedge the variable cash flows associated with variable-rate liabilities.

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.

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These back-to-back interest rate swaps are reported at fair value in other assets and accrued interest and other liabilities in the Company’s Consolidated Balance Sheets.

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 March 31, 2026, and December 31, 2025 (in thousands):

March 31, 2026

Changes in the fair value of interest rate swaps are recorded in other non-interest expense in the other operating line item 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 June 30, 2026, and December 31, 2025 (in thousands):

June 30, 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 March 31, 2026, and March 31, 2025 (in thousands):

The table below presents the effect of cash flow hedge accounting on AOCI for the three months ended June 30, 2026, and June 30, 2025 (in thousands):

Derivatives in Cash Flow

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

Hedging Relationships June 30, 2026 Location of Gain or (Loss) Reclassified from AOCI into Income June 30, 2026

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

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Derivatives in Cash Flow

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

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

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

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Total $ 877 $ 877 $ — $ 732 $ 732 $ —

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).

The table below presents the effect of cash flow hedge accounting on AOCI for the six months ended June 30, 2026, and June 30, 2025 (in thousands):

Derivatives in Cash Flow

Hedging Relationships June 30, 2026 Location of Gain or (Loss) Reclassified from AOCI into Income June 30, 2026

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 2,620 2,620 — Interest Expense 324 324 —

Total $ 2,620 $ 2,620 $ — $ 324 $ 324 $ —

Derivatives in Cash Flow

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

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

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

Interest Rate Products 396 396 — Interest Expense 1,158 1,158 —

Total $ 396 $ 396 $ — $ 1,158 $ 1,158 $ —

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 six months ended June 30, 2026, and June 30, 2025 (in thousands).

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

Three months ended

March 31, 2026 March 31, 2025

June 30, 2026 June 30, 2025

Interest Income Interest Expense Interest Income Interest Expense

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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

Six months ended

June 30, 2026 June 30, 2025

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 $ 723 $ 324 $ 80 $ 1,158

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

— 324 — 1,158

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 — 324 — 1,158

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

(1) The Company voluntarily discontinued a fair value hedging relationship and these amounts include the gain or (loss) and the hedging adjustment on a voluntary discontinued hedging relationship.

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Credit-risk-related Contingent Features

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 June 30, 2026, excluding back to back interest rate swaps, there are no derivatives in a liability position.

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

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 March 31, 2026, and December 31, 2025, is as follows (in thousands):

March 31, 2026 December 31, 2025

A summary of the contractual amounts of the Company’s financial instruments outstanding at June 30, 2026, and December 31, 2025, is as follows (in thousands):

June 30, 2026 December 31, 2025

Commitments to extend credit $ 1,457,160 $ 970,255

5 unchanged sentences

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

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 recorded a provision for credit losses on unfunded commitments of $ 2.2 million and recapture of credit losses of $ 93.0 thousand on unfunded commitments for the three months ended June 30, 2026 and June 30, 2025, respectively.

The Company recorded a provision for credit losses on unfunded commitments of $ 2.0 million and a recapture of credit losses of $ 492.0 thousand for the six months ended June 30, 2026 and June 30, 2025, respectively.

The ACL on off-balance-sheet credit totaled $ 5.2 million and $ 3.2 million as of June 30, 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 March 31, 2026, and December 31, 2025, 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 June 30, 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 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 an investment in an S&P 500 index fund that is traded on an exchange, and we classify it as Level 1 as of June 30, 2026.

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

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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

1 unchanged sentence

These loans currently consist of one-to-four family residential loans originated for sale in the secondary market.

Note 11— Fair Value Measurements (continued)

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

Fair Value Measurements at March 31, 2026, Using:

Fair Value Measurements at June 30, 2026, Using:

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

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Derivatives $ — $ 2,604 $ — $ 2,604

Note 11— Fair Value Measurements (continued)

Financial liabilities

Derivatives $ — $ 2,671 $ — $ 2,671

Note 11— Fair Value Measurements (continued)

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a non-recurring basis in the financial statements:

16 unchanged sentences

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

Fair Value Measurements at March 31, 2026, Using:

Fair Value Measurements at June 30, 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 March 31, 2026, and December 31, 2025 (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 June 30, 2026, and December 31, 2025 (in thousands except for percentages):

Description Fair Value Valuation Techniques Unobservable Inputs Range

March 31, 2026

June 30, 2026

Collateral dependent loans $ 28,602 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

4 unchanged sentences

Fair value of financial instruments

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:

The carrying amounts and estimated fair values of financial instruments not carried at fair value, at June 30, 2026, and December 31, 2025, were as follows (in thousands):

Fair Value Measurements at June 30, 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 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)

The following table presents changes in accumulated other comprehensive income (loss) by component, net of tax, for the three and six months ended June 30, 2026, and June 30, 2025 (in thousands):

Three months ended June 30, 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

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

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Ending Balance $ 1,706 $ ( 57,246 ) $ ( 4,097 ) $ ( 59,637 )

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)

Three months ended June 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 $ 213 $ ( 83,661 ) $ ( 4,576 ) $ ( 88,024 )

4 unchanged sentences

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 months ended March 31, 2026, and March 31, 2025 (in thousands).

Six months ended June 30, 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

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

Net unrealized gains (losses) 2,020 ( 1,884 ) — 136

net realized (gains) losses reclassified to earnings ( 250 ) ( 505 ) — ( 755 )

Net change in pension plan benefits — — ( 58 ) ( 58 )

Ending Balance $ 1,706 $ ( 57,246 ) $ ( 4,097 ) $ ( 59,637 )

Six months ended June 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 $ 911 $ ( 92,055 ) $ ( 4,576 ) $ ( 95,720 )

Net unrealized gains (losses) 305 8,571 — 8,876

net realized (gains) losses reclassified to earnings ( 892 ) ( 92 ) — ( 984 )

Net change in pension plan benefits — — ( 26 ) ( 26 )

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

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 six months ended June 30, 2026, and June 30, 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

March 31, 2026 March 31, 2025

Three months ended Six months ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 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 months ended March 31, 2026, and March 31, 2025, is as follows (in thousands):

Three Months Ended March 31,

Other operating expense from the Consolidated Statements of Income for the three and six months ended June 30, 2026, and June 30, 2025, is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Historic tax credit amortization $ 240 $ 435 $ 479 $ 870

9 unchanged sentences

Total $ 24,258 $ 10,007 $ 34,683 $ 19,121

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 13— Other Operating Expense (continued)

The Company incurred merger-related expenses of $ 33.7 million for the six months ended June 30, 2026, including $ 1.2 million of which were incurred during the three months ended March 31, 2026.

These expenses are included in the consultant fees, audit fees, 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 $ 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.

Total compensation cost that has been charged against income for equity compensation awards granted was $ 3.0 million and $ 1.5 million for the three months ended June 30, 2026, and June 30, 2025, respectively.

The total income tax benefit was $ 697.1 thousand and $ 310.4 thousand for the three months ended June 30, 2026, and June 30, 2025, respectively.

Total compensation cost that has been charged against income for equity compensation awards granted was $ 4.1 million and $ 2.4 million for the six months ended June 30, 2026, and June 30, 2025, respectively.

The total income tax benefit was $ 945.6 thousand and $ 499.5 thousand for the six months ended June 30, 2026, and June 30, 2025, respectively.

2019 Stock Incentive Plan

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Compensation expense is recognized over the vesting period of the awards based on the fair value of the award at grant date.

No new awards are issuable under the 2019 SIP.

2023 Stock Incentive Plan

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

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

Following shareholder approval of the 2013 SIP on March 30, 2023, no further share-based awards will be 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 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.

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

Based on our shares outstanding as of June 30, 2026, and awards that were recycled from the 2019 SIP, the total shares authorized for issuance under the plan as of June 30, 2026 was 474,578 .

A total of 118,192 and 96,132 shares were issued during the six months ended June 30, 2026, and June 30, 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.

These RSUs vest over three to five years .

These RSUs vest over three years .

The Board, from time to time, approves performance-based RSU awards that may be earned between a three to five year performance period.

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Forfeited ( 4,000 ) 63.34

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.

Non-vested at June 30, 2026 233,026 $ 63.10

As of June 30, 2026, there was $ 11.1 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 1.97 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 March 31, 2026, total shares authorized for issuance were 473,978 and 442,165 shares were available to be issued.

At June 30, 2026, 473,978 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.

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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 three months ended March 31, 2026:

March 31, 2026

The following table presents information for the 2023 ESPP for the six months ended June 30, 2026:

June 30, 2026

Shares purchased 6,917

2 unchanged sentences

Stock Appreciation Rights (“SARs”)

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 .

Upon completion of the Summit Merger, 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.

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 for the Summit Merger .

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 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

Fair value $ 14.89 $ 16.92 $ 14.56

Risk-free interest rate 4.51 % 4.32 % 4.14 %

Expected dividend yield 3.95 % 3.95 % 3.95 %

Expected common stock volatility 32.56 % 32.56 % 32.56 %

Expected contractual life (in years)

4.77 7.20 8.77

As of June 30, 2026, there were 106,883 SARs outstanding with a weighted average exercise price of $ 48.10 .

These options have a remaining expense amount of $ 263 thousand that will be recognized throughout the next 3.10 years.

Stock Options

Upon completion of the LNKB Merger and as part of the Merger Agreement, the Company assumed incentive stock options and non-qualified stock option awards that had been issued to existing employees that will continue with the same terms and conditions, adjusted for the exchange ratio of 0.135 .

As of June 30, 2026, there were 68,219 outstanding stock options with a weighted average exercise price of $ 68.43 .

The stock options were acquired through the LNKB Merger and were valued upon acquisition using the Black-Scholes method.

This resulted in a remaining expense on these stock options of $ 173 thousand that will be recognized throughout the next 2.4 years.

Note 14— Share-Based Compensation (continued)

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

Weighted Average

Dollars in thousands, except per share information

Aggregate Intrinsic Value

Remaining Contractual Term (Yrs.) Exercise Price

Outstanding, December 31, 2025

184,719 $ 1,980 4.84 $ 48.48

Granted (or acquired) — — — —

Exercised ( 20,451 ) ( 353 ) — 45.03

Forfeited — — — —

Expired — — — —

Outstanding, March 31, 2026

164,268 $ 1,627 4.56 $ 48.91

Exercisable SARs:

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.

As part of the LNKB Merger, the Company assumed stock purchase warrants that were initially issued by LNKB in connection with LNKB’s initial stock offering via private placement, giving organizers the right to purchase shares of common stock at the initial offering price of $ 10.00 per share, or $ 74.07 per share as adjusted by the LNKB Merger’s exchange ratio.

For organizers, the warrants serve as a reward for bearing the financial risk of the Company’s organization by advancing “seed money” for its organizational and pre-opening expenses.

The organizers’ warrants are non-voting and are exercisable for a period of ten years from the date of grant.

All grants were issued during 2019.

These warrants are transferable in accordance with the warrant agreement, but are not puttable to the Company.

These shares may be issued from previously authorized but unissued shares of stock.

To date, organizers have not exercised any warrants since their issuance.

As of June 30, 2026, there were 207,560 warrants outstanding with a strike price of $ 74.07 and a total fair value of $ 2.5 million.

The Board has made no additional authorization to issue any further warrants as of June 30, 2026, and has no current plans for future issuance of warrants.

Note 15— Earnings Per Share

4 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) applicable to common shares (in thousands) $ 9,257 $ 29,672 $ 36,381 $ 56,648

Weighted average number of shares 18,416,204 14,998,857 16,736,101 14,987,732

Options effect of dilutive shares 94,151 49,893

Net effect of dilutive securities 82,826 24,950 106,634 33,497

Weighted average dilutive shares 18,499,030 15,023,807 16,842,735 15,021,229

1 unchanged sentence

Diluted earnings (loss) per common share 0.50 1.97 2.16 3.77

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.

The following table presents a summary of securities that could potentially dilute basic earnings per share in future periods that were included in the computation of diluted earnings per share for the periods presented.

Dilutive securities Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Stock options and stock appreciation rights 115,551 167,024 115,551 167,024

Warrants — — — —

Restricted stock units 165,442 — 169,839 —

Total dilutive securities 280,993 167,024 285,390 167,024

Note 15— Earnings Per Share (continued)

The following table presents a summary of securities that could potentially dilute basic earnings per share in future periods that were not included in the computation of diluted earnings per share because inclusion would have been anti-dilutive for the periods presented.

Antidilutive securities Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Stock options and stock appreciation rights 17,109 26,042 17,109 26,042

Warrants 207,560 — 207,560 —

Restricted stock units 67,584 188,379 63,187 188,379

Total anti-dilutive securities 292,253 214,421 287,856 214,421

Note 16— Business Combination

Effective on May 1, 2026, Burke & Herbert completed the LNKB Merger.

In the LNKB Merger, holders of LNKB Common Stock outstanding at the Effective Time of the LNKB Merger received 0.135 shares of Burke & Herbert common stock for each share of LNKB Common Stock they owned, subject to the payment of cash in lieu of fractional shares.

The total aggregate consideration payable in the LNKB Merger was approximately 5,082,605 shares of Burke & Herbert common stock.

LNKB’s results of operations from May 1, 2026, were included in the Company’s results beginning with reporting as of June 30, 2026.

Net interest income and income before income taxes for LNKB were estimated to be $ 18.1 million and $ 5.0 million, respectively, since the date of the acquisition through June 30, 2026, and are included in the Company’s Consolidated Statement of Income.

LNKB Merger-related costs of $ 33.7 million are included in non-interest expense in the Company’s income statement for the six months ended June 30, 2026.

A portion of these LNKB Merger-related costs are captured in the line item Other Operating Non-Interest Expense on the consolidated Income Statement with further description in Note 13 - Other Operating Expense .

The fair value of the common shares issued as part of the consideration paid for LNKB was determined on the basis of the closing price of the Company’s common shares on the date of completion of the LNKB Merger.

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

We recognized goodwill of $ 82.1 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 will expire during the quarter ending June 30, 2027.

The following table summarizes adjustments to or acquired goodwill subsequent to December 31, 2025 (in thousands):

Balance at December 31, 2025 $ 34,149

Goodwill acquired in acquisition of Burke & Herbert Wealth Services, LLC 2,104

Goodwill acquired in acquisition of LNKB 82,092

Balance at June 30, 2026 $ 118,345

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 $ 48.2 million on the date of acquisition.

The fair value of purchased financial assets with credit deterioration was $ 80.9 million on the date of the acquisition.

The gross contractual amounts receivable relating to the purchased financial assets with credit deterioration was $ 97.5 million.

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

Note 16— Business Combination (continued)

The following table details the total consideration paid for LNKB on May 1, 2026, the fair values of the assets acquired and liabilities assumed and the resulting goodwill at the acquisition date.

($ in thousands, except share information)

Consideration May 1, 2026

Common stock of LINKBANCORP, Inc.

Exchange ratio 0.135

Expected Burke & Herbert common stock to be issued 5,083,140

Actual Burke & Herbert common stock issued 5,082,605

Fractional common stock to be paid in cash 535

Actual Burke & Herbert common stock issued 5,082,605

Price per share of Burke & Herbert common stock issued $ 64.31

Purchase price consideration for common stock issued 326,862

Fractional common stock to be paid in cash 535

Average 10 day closing price used to pay fractional common stock $ 64.35

Cash paid for fractional shares 34

Implied value of warrants 2,505

Implied value of stock options 324

Fully diluted transaction value $ 329,725

Goodwill $ 82,092

Note 16— Business Combination (continued)

As Recorded Estimated Estimated

by LNKB Fair Value Fair Value

($ in thousands) May 1, 2026 Adjustments May 1, 2026

Total purchase price consideration $ 329,725

Recognized amounts of identifiable assets acquired and liabilities assumed

Cash and equivalents $ 74,609 $ — 74,609

Securities, available-for-sale, at fair value 246,652 — 246,652

Securities, held-to-maturity, at amortized cost 24,832 ( 379 ) 24,453

Equity and other investments 12,504 — 12,504

Loans, gross 2,600,294 ( 22,206 ) 2,578,088

Allowance for credit losses ( 27,373 ) ( 1,134 ) ( 28,507 )

Loans, net of allowance 2,572,921 ( 23,340 ) 2,549,581

Premises and equipment, net 30,071 787 30,858

Accrued interest receivable 10,719 — 10,719

Company-owned life insurance 54,298 — 54,298

Goodwill and intangibles 72,889 ( 24,668 ) 48,221

Other assets 26,839 ( 3,212 ) 23,627

Total identifiable assets acquired 3,126,334 ( 50,812 ) 3,075,522

Deposits 2,562,680 107 2,562,787

Borrowings 175,000 — 175,000

Subordinated debentures and trust preferred securities 62,318 ( 240 ) 62,078

Unfunded reserve liability 2,507 ( 2,507 ) —

Accrued interest and other liabilities 25,667 2,357 28,024

Total liabilities 2,828,172 ( 283 ) 2,827,889

Total identifiable net assets 298,162 ( 50,529 ) 247,633

Goodwill $ 82,092

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

The following table presents supplemental pro forma information as if the LNKB Merger had occurred on January 1, 2025.

The unaudited pro forma information includes adjustments for non-recurring operating expenses and the related income tax effects.

The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effected on the assumed dates.

Three Months Ended June 30, Six Months Ended June 30,

($ in thousands) 2026 2025 2026 2025

Net Interest Income $ 102,434 $ 99,182 $ 201,059 $ 198,000

Net Income 37,275 37,284 72,155 79,828

Note 17— Goodwill and Other Intangible Assets

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,

The following table presents the change in goodwill for the three and six months ended June 30, 2026, and June 30, 2025, (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Beginning of period $ 36,253 $ 32,842 $ 34,149 $ 32,783

3 unchanged sentences

End of period $ 118,345 $ 34,149 $ 118,345 $ 34,149

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.

During the six months ended June 30, 2026, the Company recorded $ 82.1 million associated with the LNKB Merger and $ 2.1 million of additional goodwill associated with the acquisition of Burke & Herbert Wealth Services, LLC, formerly known as Piedmont Wealth Management.

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

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.

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,

At the Closing Date of the LNKB Merger, the Company recorded $ 48.2 million of core deposit intangibles associated with the acquisition.

The gross carrying amount and accumulated amortization of core deposit intangibles for the three and six months ended June 30, 2026, and June 30, 2025, was as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Beginning of period $ 38,063 $ 53,002 $ 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 $ 3.7 million and $ 4.3 million for the three months ended March 31, 2026, and March 31, 2025, respectively.

Total amortization expense associated with intangible assets was $ 9.2 million for the six months ended June 30, 2026.

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

Estimated Amortization

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

Remaining six months ending, December 31, 2026 $ 12,582

Thereafter 6,302

1 unchanged sentence

Note 18— Segment Information

Segment performance is evaluated using consolidated net income.

The Company operates in one segment – Community Banking and the financial performance of this one segment is used to make resource allocations and performance decisions.

The Company’s Chief Executive Officer is in charge of allocating the Company’s resources and assessing performance, and has been identified as the chief operating decision maker.

While the chief operating decision-maker monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis.

Individual operating results are not reviewed by senior management to make resource allocation or performance decisions.

Therefore, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

The Company operates in one reportable segment, Community Banking.

The Company's Chief Executive Officer has been identified as the chief operating decision maker (“CODM”).

The CODM uses consolidated net income to evaluate the Company's overall operating performance and to allocate capital and other resources.

While the CODM reviews information regarding the Company's products, services, revenue streams, and other operating activities, these activities are managed and evaluated on a consolidated basis.

Information regarding individual business activities is reviewed for operational management purposes and not for the purpose of allocating resources among separate operating segments.

Accordingly, the Company has concluded that it operates in a single reportable segment.

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