Burke & Herbert Financial Services Corp. 8-K

What Happened
Burke & Herbert Bank & Trust Company (the Bank), a wholly owned subsidiary of Burke & Herbert Financial Services Corp., filed an 8‑K reporting that on December 19, 2025 it executed a First Amendment to the Summit Community Bank Supplemental Executive Retirement Plan (SERP) and a Consent to Termination of the Summit Community Bank Supplemental Executive Retirement Trust with H. Charles Maddy, III and other Summit plan participants. The Trust had been established and FirstBank appointed trustee after Summit Community Bank merged into the Bank on May 3, 2024, which triggered full vesting of participant benefits. The Amendment terminates that Trust and waives the requirement that a “rabbi trust” be maintained to pay SERP benefits in connection with the May 3, 2024 merger; all other SERP provisions — including the participants’ fully vested Normal Retirement Benefits and the requirement to establish a rabbi trust upon any future change in control — remain in effect. A form of the Amendment is filed as Exhibit 10.1.

Key Details

• Amendment and Consent executed on December 19, 2025 by Burke & Herbert Bank & Trust Company and Summit SERP participants (including H. Charles Maddy, III).
• Summit merged into the Bank on May 3, 2024; that merger caused full vesting of SERP benefits and led to establishment of a Trust with FirstBank as trustee.
• The Amendment terminates the Summit Trust and waives the rabbi trust requirement specifically for the May 3, 2024 merger, while preserving all other SERP terms and future rabbi trust requirements on a subsequent change in control.
• Form of the Amendment is attached as Exhibit 10.1 to the 8‑K.

Why It Matters
This filing affects how the company holds and will pay supplemental retirement benefits for former Summit executives. Although participants’ benefits remain fully vested (no reduction in accrued benefit rights), terminating the rabbi trust means those benefit payments will no longer be held in a separate trust created after the merger and instead would be paid according to the amended plan terms — potentially from company resources when due. The amendment appears administrative and post‑merger in nature; the 8‑K does not disclose dollar amounts, payment timing, or any immediate cash impact. Investors should note this is a change in benefit funding/administration rather than a reduction in executive benefits.