Business Context and Reporting Period
This Form 8-K Current Report was filed by Burke & Herbert Financial Services Corp. on July 6, 2026. The filing discloses the formalization of the retirement of H. Charles Maddy, III, who served as President of the Company and Burke & Herbert Bank & Trust Company. His retirement became effective on June 30, 2026.
Key Financial Metrics
The filing does not provide general financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data presented is limited to the specific compensation and severance costs associated with the executive departure.
- Cash Severance: $558,334.40 (representing 10 months of base salary).
- Vehicle Transfer: $58,400 (fair value).
- Retirement Gift: Approximately $35,375.
- Equity Acceleration: 6,673.32 unvested performance-based restricted stock units (PRSUs).
- Benefits: Company payment of COBRA coverage for 10 months.
Material Changes
The primary material change is the execution of a Separation and Release of Claims agreement on July 6, 2026, finalizing the previously announced retirement of the President. This agreement includes a general waiver and release of claims against the Company and affiliates, along with covenants regarding confidentiality, non-disparagement, non-competition, and non-solicitation.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, outlook, or management commentary regarding future business performance. The document notes that the Separation Agreement will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026. The accelerated vesting of PRSUs is subject to applicable withholding and will be delivered by no later than March 15, 2027.
Investor Verification Checklist
- Verify the total one-time cash outflow of approximately $652,109.40 (severance, vehicle, and gift) in the upcoming Q3 2026 financial statements.
- Confirm the valuation and accounting treatment of the 6,673.32 accelerated PRSUs in the September 30, 2026 Form 10-Q.
- Review the full text of the Separation Agreement (Exhibit to the 10-Q) for specific non-compete and non-solicitation terms.
- Monitor the appointment of a successor President, as the current President's role ended June 30, 2026.