UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 2328, 2025

Date of Report (date of earliest event reported)

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Burke & Herbert Financial Services Corp.

(Exact name of registrant as specified in its charter)

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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)

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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 25.02 - ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 2328, 2025, Burke & Herbert Financial Services Corp. and its subsidiary Burke & Herbert Bank & Trust Company (collectively, the ~~"Company"~~“Bank Entities”) ~~issued~~entered ainto ~~press~~Second ~~release~~Amended ~~announcing~~and ~~its~~Restated ~~results~~Employment ofAgreements ~~operations~~with David P. Boyle and ~~financial~~Roy ~~condition~~E. ~~for~~Halyama ~~the~~(each, ~~quarter~~an ~~ended~~“Employment ~~September 30~~Agreement” and collectively, ~~2025.~~the A“Employment ~~copy~~Agreements”), amending and restating the terms of their prior employment agreements. The Employment Agreements modify the ~~press~~terms ~~release~~and isconditions ~~included~~of Mr. Boyle’s continued employment as ~~Exhibit~~Chief ~~99.1~~Executive toOfficer ~~this~~and ~~report~~Mr. Halyama’s continued employment as Chief Financial Officer of the Bank Entities.

~~Item~~The ~~7.01~~Employment Agreements are structured with a three-year ~~Regulation~~term FDand ~~Disclosure~~will automatically renew for additional three-year terms, unless the Bank Entities provide written notice of non-renewal at least 90 days prior to the expiration of the then-current term or unless the agreement is otherwise terminated.

The ~~management~~Employment ofAgreements ~~Burke~~memorialize &the ~~Herbert~~executives’ ~~Financial~~current ~~Services~~annual ~~Corp~~base salaries, which are $875,000 for Mr. ~~anticipates~~Boyle ~~meetings~~and ~~with~~$450,000 ~~investors~~for ~~during~~Mr. ~~2025~~Halyama. AIn ~~copy~~addition, ofthe ~~presentation~~Employment ~~materials~~Agreements ~~will~~provide bethat ~~made~~in ~~available~~future onyears, the ~~investor~~executives ~~relations~~will ~~section~~have the opportunity to earn an annual incentive with a target amount not less than 70% of ~~the~~base ~~Company's~~salary ~~website~~for ~~(https://www~~Mr.~~burkeandherbertbank.com)~~ Boyle and is60% ~~furnished~~of asbase ~~exhibit~~salary 99for Mr.2 toHalyama. ~~this~~Under ~~report~~his Employment Agreement, Mr. ~~All~~Boyle ~~information~~will ~~included~~continue to participate in ~~this~~the ~~presentation~~Burke is& ~~presented~~Herbert asBank of& ~~the~~Trust ~~dates~~Company ~~indicated~~Supplemental Executive Retirement Plan (the “SERP”), ~~and~~with the ~~Company~~Bank ~~does~~Entities ~~not~~making ~~assume~~a ~~any~~minimum ~~obligation~~annual contribution to ~~correct~~the orSERP ~~update~~on ~~such~~his ~~information~~behalf inequal ~~the~~to ~~future.~~twenty ~~The~~percent ~~Company~~of ~~disclaims~~his ~~any~~annual ~~inferences~~compensation. ~~regarding~~Mr. ~~the~~Boyle ~~materiality~~will ofalso ~~such~~continue ~~information~~to ~~which~~be ~~otherwise~~provided ~~may~~the ~~arise~~use asof a ~~result~~company-owned ofautomobile itand ~~furnishing~~country ~~such~~club ~~information~~dues ~~under~~or ~~Item~~paid ~~7.01~~an ofannual ~~this~~allowance ~~Form~~in ~~8-K~~lieu of these perquisites.

InUnder ~~accordance~~both ~~with~~Employment ~~General~~Agreements, ~~Instruction~~should ~~B.2~~the ofexecutive ~~Form~~terminate ~~8-K~~his employment with Good Reason, or should the ~~information~~Bank ~~furnished~~Entities terminate his employment without Just Cause (as both terms are defined in ~~this~~the ~~Item~~applicable ~~7.01~~Employment Agreement), ~~including~~then ~~Exhibit~~subject ~~99.2~~to the execution of a release of claims, ~~shall~~the ~~not~~executive will be ~~deemed~~entitled ~~"filed"~~to ~~for~~(A) ~~purposes~~two times base salary and target annual incentive, and (B) an amount equal to the cost of ~~Section~~COBRA coverage for 18 ofmonths for Mr. Boyle and 12 months for Mr. Halyama, all payable in a lump sum. If such termination occurs within the ~~Securities~~two-year ~~Exchange~~period ~~Act~~following ofa ~~1934~~change in control, asthen ~~amended~~subject (to the ~~"Exchange~~execution ~~Act")~~of a release of claims, orthe ~~otherwise~~executive will be ~~subject~~entitled to (A) three times base salary and target annual incentive for Mr. Boyle and 2.99 times base salary and target annual incentive for Mr. Halyama, and (B) an amount equal to the ~~liabilities~~cost of ~~Section~~COBRA coverage for 18 ofmonths ~~the~~for ~~Exchange~~both ~~Act~~executives, all payable in a lump sum. Upon a termination described in this paragraph, Mr. Boyle would vest into his SERP benefits.

~~Item~~Under 8the new Employment Agreements, the executives agree to comply with and be bound by the Bank Entities’ policies, including clawback policies.01 The executives are also bound by new restrictive covenant agreements (attached as Exhibit A to the Employment Agreements) which contain a non-disclosure ~~Other~~and ~~Events~~non-disparagement provision, as well as non-solicitation and non-competition provisions that apply for 12 months following the executive’s termination.

OnThis ~~October 23,~~summary ~~2025,~~of the ~~Company~~Employment ~~announced~~Agreements ~~its~~does ~~Board~~not ofpurport ~~Directors~~to ~~declared~~be acomplete ~~regular~~and ~~quarterly~~is ~~cash~~qualified ~~dividend~~in onits ~~the~~entirety ~~Company's~~by ~~common~~reference ~~stock~~to ofthe ~~$0.55~~Employment ~~per~~Agreements ~~share,~~with ~~payable~~Mr. onBoyle ~~December 1,~~and ~~2025~~Mr. Halyama, tocopies ~~shareholders~~ of ~~record~~which asare ofattached ~~the~~hereto ~~close~~as ofExhibits ~~business~~10.1 onand ~~November 14~~10.2, ~~2025~~respectively, and are incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.						Description
99.1						Press release, dated October 23, 2025
10.1						Second Amended and Restated Employment Agreement, dated as of October 28, 2025 by and among Burke & Herbert Bank & Trust Company, Burke & Herbert Financial Services Corp. and David P. Boyle
99.2						Earnings Presentation, dated October 23, 2025
10.2						Second Amended and Restated Employment Agreement, dated as of October 28, 2025 by and among Burke & Herbert Bank & Trust Company, Burke & Herbert Financial Services Corp. and Roy E. Halyama
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 ~~23th~~29th day of October, 2025.


Burke & Herbert Financial Services Corp.

By:			/s/ Roy E. Halyama
Name:			Roy E. Halyama
Title:			Executive Vice President, CFO

Filing Compare · Burke & Herbert Financial Services Corp.