Burke & Herbert SEC Filings

Burke & Herbert Financial Services Corp. amended and restated employment agreements for CEO David P. Boyle and CFO Roy E. Halyama. The three-year agreements auto-renew unless the company gives 90 days’ notice. Base salaries are $875,000 for Mr. Boyle and $450,000 for Mr. Halyama, with annual incentive targets of 70% and 60% of base salary, respectively.

Mr. Boyle continues in the SERP with a minimum annual contribution of 20% of annual compensation, plus a company car and country club dues or an allowance. If terminated without Just Cause or for Good Reason, each executive receives a lump sum of 2x base salary and target bonus plus COBRA costs (18 months for Boyle; 12 months for Halyama). If within two years after a change in control, severance increases to 3x for Boyle and 2.99x for Halyama, with 18 months COBRA; Boyle’s SERP vests. New restrictive covenants include 12-month non-compete and non-solicit, along with clawback compliance.

Burke & Herbert Financial Services Corp. (BHRB) reported an insider purchase. Director Shawn P. McLaughlin bought 1,000 shares of common stock at $61 on 10/28/2025.

Following the transaction, he beneficially owned 67,000 shares directly and 1,000 shares indirectly through McLaughlin Ryder Investments, Inc.

Burke & Herbert Financial Services Corp. declared a regular quarterly cash dividend of $0.55 per share, payable on December 1, 2025 to shareholders of record as of November 14, 2025.

The company also announced it released results of operations and financial condition for the quarter ended September 30, 2025 via a press release and furnished an investor presentation on its website. The presentation was provided under Regulation FD and is not deemed filed under the Exchange Act.

Gary L. Hinkle, a director of Burke & Herbert Financial Services Corp. (BHRB), reported transactions dated 09/15/2025. He purchased 100 shares at $61.50 and 1,600 shares at $61.70, reported as acquisitions by a joint revocable trust. The Form 4 also lists multiple indirect holdings including 248,559 and 250,159 shares (by joint revocable trust entries), 266 shares as custodian for a grandchild, 6,666 shares via HT Services, 2,420 shares held by spouse, and 32,201 shares by Hinkle Trucking. The filing shows a disposition of 11,288 shares on the same date. The form was signed by an attorney-in-fact on behalf of Mr. Hinkle.

Shannon B. Rowan, an executive serving as EVP, Wealth Services, purchased 63 shares of Burke & Herbert Financial Services Corp. common stock on 08/31/2025 through the company's 2023 Employee Stock Purchase Plan (ESPP). The shares were acquired at an effective price of $53.006 per share, which reflects the ESPP's 85% pricing feature applied to the lower of the start or end date closing price for the purchase period.

Following this transaction, Ms. Rowan beneficially owns 3,036 shares directly. The filing reports the purchase as exempt under the applicable Rule 16b-3 provisions for employee benefit plan transactions.

Lauren N. Kimlel, an executive (EVP, Branch Banking) and director of Burke & Herbert Financial Services Corp. (BHRB), purchased 132 shares of the issuer's common stock on 08/31/2025 under the companys 2023 Employee Stock Purchase Plan (ESPP). The shares were acquired at a price of $53.006 per share, reflecting the ESPPs 85% purchase price based on the lower of the closing prices on the ESPP measurement dates. After the purchase, Ms. Kimlel beneficially owned 2,128 shares. The Form 4 was signed by an attorney-in-fact and filed in connection with this transaction.

Insider purchase under company ESPP. Jennifer P. Schmidt, Executive Vice President and Chief Risk Officer of Burke & Herbert Financial Services Corp. (BHRB), purchased 160 shares of the issuer's common stock on 08/31/2025 under the companys 2023 Employee Stock Purchase Plan. The shares were bought at $53.006 each, representing the ESPP price equal to 85% of the lower of the closing price on the applicable start or end date. After the transaction Ms. Schmidt beneficially owns 2,473 shares directly. The filing was signed by an attorney-in-fact on 09/11/2025.

Burke & Herbert Financial Services Corp. (BHRB) delivered a strong turnaround in Q2 2025. Net income reached $29.9 million versus a $16.9 million loss in Q2 2024; basic EPS improved to $1.98 from –$1.41. Net interest income grew 24% to $74.2 million, driven by a 16% rise in interest income and stable funding costs. The provision for credit losses dropped to $0.6 million (Q2 2024: $23.9 million), lifting net interest income after provision to $73.6 million (105% higher YoY). Non-interest income advanced 35% to $12.9 million, while non-interest expense fell 23% to $49.3 million, reflecting post-merger efficiencies and lower equipment and other operating costs.

Balance-sheet metrics remain solid but funding mix shifted. Total assets grew 3% since year-end to $8.05 billion. Loans declined 1.4% to $5.59 billion and deposits slipped 1.9% to $6.39 billion, with both non-interest and interest-bearing categories lower. Short-term borrowings rose sharply to $650 million (Dec-24: $365 million), partially offsetting deposit outflows. Shareholders’ equity increased 6.8% to $780 million; accumulated other comprehensive loss narrowed to $-87.9 million. The allowance for credit losses stands at $67.3 million, essentially unchanged. As of 5 Aug 2025, 15.0 million common shares were outstanding.