[8-K] Burke & Herbert Financial Services Corp. Reports Material Event

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. filed a current report describing several shareholder updates. The company issued a press release with its results of operations and financial condition for the quarter ended December 31, 2025, which is attached as an exhibit.

Management also plans to meet with investors during 2026 and has prepared presentation materials that will be available on the investor relations section of its website and furnished as an exhibit.

In addition, the board of directors declared a regular quarterly cash dividend of $0.55 per share on the company’s common stock, payable on March 2, 2026, to shareholders of record as of the close of business on February 13, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

January 22, 2026

Date of Report (date of earliest event reported)

___________________________________

Burke & Herbert Financial Services Corp.

(Exact name of registrant as specified in its charter)

___________________________________

Virginia (State or other jurisdiction of incorporation or organization)			001-41633 (Commission File Number)			92-0289417 (I.R.S. Employer Identification Number)
100 S. Fairfax Street Alexandria, VA 22314
(Address of principal executive offices and zip code)
(703) 666-3555
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common stock, par value $0.50			BHRB			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 - Results of Operations and Financial Condition.

On January 22, 2026, Burke & Herbert Financial Services Corp. (the "Company") issued a press release announcing its results of operations and financial condition for the quarter ended December 31, 2025. A copy of the press release is included as Exhibit 99.1 to this report.

Item 7.01 - Regulation FD Disclosure

The management of Burke & Herbert Financial Services Corp. anticipates meetings with investors during 2026. A copy of presentation materials will be made available on the investor relations section of the Company's website (https://www.burkeandherbertbank.com) and is furnished as exhibit 99.2 to this report. All information included in this presentation is presented as of the dates indicated, and the Company does not assume any obligation to correct or update such information in the future. The Company disclaims any inferences regarding the materiality of such information which otherwise may arise as a result of it furnishing such information under Item 7.01 of this Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Item 7.01, including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of Section 18 of the Exchange Act.

Item 8.01 - Other Events

On January 22, 2026, the Company announced its Board of Directors declared a regular quarterly cash dividend on the Company's common stock of $0.55 per share, payable on March 2, 2026, to shareholders of record as of the close of business on February 13, 2026.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.						Description
99.1						Press release, dated January 22, 2026
99.2						Earnings Presentation, dated January 22, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 22nd day of January, 2026.

Burke & Herbert Financial Services Corp.
By:			/s/ Roy E. Halyama
Name:			Roy E. Halyama
Title:			Executive Vice President, CFO

FAQ

What did Burke & Herbert Financial Services Corp. (BHRB) announce in this 8-K?

The company reported that it issued a press release with results for the quarter ended December 31, 2025, outlined plans for investor meetings with supporting materials, and declared a regular quarterly cash dividend on its common stock.

What is the amount of Burke & Herbert (BHRB) quarterly dividend?

The board of Burke & Herbert Financial Services Corp. declared a regular quarterly cash dividend of $0.55 per share on the company’s common stock.

When is the Burke & Herbert (BHRB) dividend record date and payment date?

Shareholders of record as of the close of business on February 13, 2026 will receive the dividend, which is payable on March 2, 2026.

Which period’s results does Burke & Herbert (BHRB) discuss in the related press release?

The press release announced by Burke & Herbert Financial Services Corp. covers its results of operations and financial condition for the quarter ended December 31, 2025.

Where can investors find Burke & Herbert (BHRB) investor presentation materials?

Burke & Herbert Financial Services Corp. states that presentation materials for investor meetings will be made available on the investor relations section of its website at https://www.burkeandherbertbank.com and are furnished as Exhibit 99.2.

Are the Burke & Herbert (BHRB) investor materials considered filed with the SEC?

The company notes that the information in Item 7.01 and Exhibit 99.2 is furnished and, under applicable instructions, is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.