Burke & Herbert Financial Services Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$BHRB
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On December 19, 2025, Burke & Herbert Bank & Trust Company (“Bank”), the wholly-owned subsidiary of Burke & Herbert Financial Corp. (the “Company”), entered into the First Amendment to the Summit Community Bank Supplemental Executive Retirement Plan and Consent to Termination of Summit Community Bank Supplemental Executive Retirement Trust (the “Amendment”) with H. Charles Maddy, III and the key executives of Summit Community Bank, Inc. (collectively, the “Participants”) that were a party to the Summit Community Bank Supplemental Executive Retirement Plan dated July 1, 2021 (the “SERP”).
In connection with the merger of Summit Community Bank, Inc. (“Summit”) with and into the Bank on May 3, 2024, and as required by the terms of the SERP upon a change in control event, the benefits under the SERP fully vested and Summit established the Summit Community Bank Supplemental Executive Retirement Trust (the “Trust”) and appointed FirstBank as the Trustee of the Trust to hold assets contributed to the Trust for purposes of paying benefits under the SERP to the Participants.
The Bank and the Participants entered into the Amendment in order to terminate the Trust and to amend the SERP to waive the requirement that a “rabbi trust” be maintained to pay benefits under the SERP in connection with the merger of Summit into the Bank. All of the other provisions of the SERP remain in full force and effect, including the full vesting of the Participant’s Normal Retirement Benefit (as defined in the SERP) upon the merger of Summit into the Bank and the requirement that a “rabbi trust” be established upon a future change in control of the Bank.
Each Participant in the SERP, including Mr. Maddy, entered into the same form of Amendment except for the cross-reference to the subsection of the SERP that was amended. A copy of the Amendment form is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
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 23rd day of December, 2025.
| Burke & Herbert Financial Services Corp. | |||||
By: | /s/ Roy E. Halyama | ||||
Name: | Roy E. Halyama | ||||
Title: | Executive Vice President, CFO | ||||