Burke & Herbert Financial Services Corp. 8-K

What Happened

• Burke & Herbert Financial Services Corp. announced that H. Charles Maddy, III retired as President of the Company and Burke & Herbert Bank & Trust Company effective June 30, 2026. The company filed an 8-K on July 7, 2026 (Item 5.02) to disclose a Separation and Release of Claims dated July 6, 2026 between the Company, the Bank and Mr. Maddy.
• The filing confirms Mr. Maddy will also receive benefits under existing agreements assumed by the Company (his August 24, 2023 employment agreement, an Executive Salary Continuation Agreement and a Supplemental Executive Retirement Plan previously with Summit Community Bank, Inc.), and he remains eligible for a pro‑rated 2026 Incentive Plan cash award.

Key Details

• Cash severance: lump-sum payment of $558,334.40 (value of remaining 10‑month base salary under his employment agreement).
• Other payouts/benefits: transfer of a company vehicle valued at $58,400; company-paid COBRA medical/dental/vision coverage for Mr. Maddy and eligible dependent for 10 months (if timely elected); retirement gift of about $35,375.
• Equity: accelerated vesting of 6,673.32 unvested performance‑based restricted stock units (PRSUs) granted May 6, 2024 and Jan 23, 2025. Each PRSU will convert to one share of common stock, to be delivered by no later than March 15, 2027, subject to withholding.
• Other arrangements: the Bank will continue the Life Insurance Endorsement Method Split Dollar Plan Agreement with Mr. Maddy per its terms.

Why It Matters

• This is an executive leadership change (President retirement) with disclosed one‑time cash and non‑cash costs: a known lump‑sum severance payment, vehicle transfer, COBRA coverage, a retirement gift, and accelerated equity vesting. These items will affect near‑term compensation expense and result in issuance of shares tied to vesting PRSUs.
• For investors, the filing clarifies the company’s contractual obligations tied to the retirement and confirms which legacy Summit agreements the company assumed, providing transparency on expected cash and equity impacts disclosed by the company.