Business Context and Reporting Period
Company: Burke & Herbert Financial Services Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: December 19, 2025
Reporting Period: Specific event date of December 19, 2025.
This filing reports on a corporate governance and compensatory arrangement event involving the Company's wholly-owned subsidiary, Burke & Herbert Bank & Trust Company ("Bank"). The event relates to the post-merger administration of the Summit Community Bank Supplemental Executive Retirement Plan (SERP) following the merger of Summit Community Bank, Inc. into the Bank on May 3, 2024.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a contractual amendment regarding executive compensation and trust administration rather than periodic financial performance.
Material Changes
- Termination of Trust: The Bank and SERP Participants entered into an amendment to terminate the Summit Community Bank Supplemental Executive Retirement Trust.
- Waiver of Rabbi Trust Requirement: The amendment waives the requirement to maintain a "rabbi trust" to pay benefits under the SERP in connection with the prior merger of Summit into the Bank.
- Preservation of Benefits: All other provisions of the SERP remain in full force, including the full vesting of Participants' Normal Retirement Benefits that occurred upon the May 3, 2024 merger.
- Future Contingency: The requirement to establish a "rabbi trust" remains in effect for any future change in control of the Bank.
Guidance, Outlook, and Risks
Management Commentary: The amendment was executed to streamline the administration of the SERP following the change in control event (the merger). The filing confirms that the benefits for key executives, including H. Charles Maddy, III, are fully vested and secured under the amended plan terms.
Risks and Contingencies: The filing notes that the obligation to establish a rabbi trust is contingent upon a future change in control of the Bank. No other material risks or unusual items are disclosed in this specific report.
Investor Verification Checklist
- Verify the full text of the "First Amendment to the Summit Community Bank Supplemental Executive Retirement Plan" (Exhibit 10.1) to confirm specific benefit calculations.
- Confirm the status of the terminated Trust and the transfer or retention of assets previously held therein.
- Review the Company's most recent 10-K or 10-Q for the total liability associated with the SERP to assess the impact of the trust termination on the balance sheet.
- Monitor for any future "change in control" events that would trigger the reinstatement of the rabbi trust requirement.