Business Context and Reporting Period
Company: Burke & Herbert Financial Services Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: July 6, 2026
Reporting Period: Specific event date (July 6, 2026)
This filing reports the execution of a Change in Control (CIC) Agreement with Kirtan Parikh, the Company's Executive Vice President and Chief Financial Officer.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements and does not contain financial performance data.
Material Changes
The primary material change is the establishment of a new compensatory arrangement for the CFO effective July 6, 2026. This agreement defines severance eligibility triggered by a change in control combined with termination without "cause" or resignation for "good reason" within a specific window (3 months prior to 12 months post-change in control).
Guidance, Outlook, and Management Commentary
Compensatory Arrangement Details:
- Base Salary: 24 months of base salary as of the agreement date.
- Severance Bonus: Lump-sum payment equal to two times the target annual incentive bonus for the fiscal year preceding the change in control.
- Healthcare: Payment of premiums for up to 18 months of continued coverage.
Future Filings: The full CIC Agreement will be filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
Investor Verification Checklist
- Verify the specific definitions of "cause" and "good reason" in the full CIC Agreement when filed in the Q3 2026 10-Q.
- Confirm the exact base salary and target annual incentive bonus figures for Kirtan Parikh to calculate potential severance liability.
- Monitor for any announcements regarding a change in control of the Company or the Bank.
- Review the upcoming 10-Q filing for the complete legal text of the agreement.