Burke & Herbert Enters Change‑in‑Control Agreement for CFO Kirtan Parikh

What Happened
Burke & Herbert Financial Services Corp. filed an 8‑K (Item 5.02) disclosing a change‑in‑control (CIC) agreement dated July 6, 2026 with Kirtan Parikh, the Company’s and Burke & Herbert Bank & Trust Company’s Executive Vice President and Chief Financial Officer. Under the agreement, Mr. Parikh is eligible for severance if there is a change in control of the Company or the Bank and his employment is terminated without “cause” or he resigns for “good reason” during the protection window beginning three months before the change in control and ending 12 months after the closing of that event.

Key Details

• Severance cash: 24 months of Mr. Parikh’s base salary as of the CIC date.
• Bonus payment: a lump‑sum equal to two times the target annual incentive bonus Mr. Parikh received (or was eligible to receive) for the fiscal year immediately preceding the CIC.
• Benefits continuation: payment of certain health‑care premiums for up to 18 months.
• Conditions: payment is conditioned on Mr. Parikh entering (and not revoking) a separation and release agreement that includes a release of claims, cooperation and non‑disparagement clauses, and affirmation of post‑employment non‑solicitation restrictions.
• Administrative: The CIC Agreement will be filed as an exhibit to the Company’s Form 10‑Q for the quarter ended September 30, 2026.

Why It Matters
This agreement outlines potential cash and benefit obligations the company could face if a change‑in‑control and qualifying termination occur, which could affect future cash flow or transaction economics. It also serves as a retention/transition measure for a key executive (the CFO) during any potential sale or change in control. Investors should note the terms and monitor future filings for the full agreement and any actual change‑in‑control events that could trigger these payments.