8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 21, 2025

Date of Report (date of earliest event reported)

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Burke & Herbert Financial Services Corp.

(Exact name of registrant as specified in its charter)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c) On April 21, 2025, Burke & Herbert Financial Services Corp. (the “Company”) announced the appointment of Patrick “Kip” Huffman, CPA, as Senior Vice President and Chief Accounting Officer. Mr. Huffman, age 40, brings nearly 20 years of accounting and finance experience to his role. He will be responsible for overseeing all aspects of the Company’s accounting function including policy, financial and regulatory reporting, and risk control execution.

For the last two years, Mr. Huffman served as the Senior Vice President and Chief Accounting Officer of ACNB Bank. Mr. Huffman served as Senior Vice President and Chief Accounting Officer of Freedom Bank of Virginia from March 2021 to April, 2023, and served as Senior Vice President and Controller from January, 2019 to March 2021. Mr. Huffman is a licensed Certified Public Accountant and has over 10 years of accounting experience working with numerous banking entities.

In connection with his appointment, the Company entered into a letter agreement with Mr. Huffman on March 11, 2025, setting forth the initial terms of his employment and compensation (the “Offer Letter”). The Offer Letter provides that Mr. Huffman's employment with the Company will commence on April 21, 2025 and will be on an at-will basis. Pursuant to the Offer Letter, Mr. Huffman will be eligible to participate in the Company's Management Incentive Plan. Mr. Huffman will be awarded 1,000 shares of restricted stock that cliff-vest in three years. Mr. Huffman will also be eligible to participate in a variety of the Company’s benefits, subject to satisfaction of the terms and conditions of each plan. The Company has agreed to negotiate a change in control agreement with Mr. Huffman. The foregoing description of the Offer Letter is qualified in its entirety by reference to the copy of the Offer Letter filed as Exhibit 10.1 hereto.

No family relationship exists between Mr. Huffman and any of the Company’s directors or executive officers. There are no arrangements or understandings between Mr. Huffman and any other person pursuant to which Mr. Huffman was appointed as an officer of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Huffman had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

A copy of the related press release, which the Company issued on April 21, 2025, is attached as Exhibit 99.1 hereto.

Item 9.01 - Financial Statements and Exhibit

(d) The following exhibits are being filed herewith:

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 21st day of April, 2025.

a20250318-pkhofferletter

Document

Burke & Herbert Financial Services Corp. Announces Appointment of Chief Accounting Officer

April 21, 2025

ALEXANDRIA, Va., April 21, 2025 /PRNewswire/ -- Burke & Herbert Financial Services Corp. (the “Company” or “Burke & Herbert”) (Nasdaq: BHRB) announced the appointment of Patrick “Kip” Huffman, CPA, as Senior Vice President and Chief Accounting Officer. Huffman brings nearly 20 years of accounting and finance experience to his role. He most recently served as Senior Vice President and Chief Accounting Officer for a community bank based in the Mid-Atlantic region. He will be responsible for overseeing all aspects of the Company’s accounting function including policy, financial and regulatory reporting, and risk control execution.

About Burke & Herbert

Burke & Herbert Financial Services Corp. is the financial holding company for Burke & Herbert Bank & Trust Company. Burke & Herbert Bank & Trust Company is the oldest continuously operating bank under its original name headquartered in the greater Washington, D.C. metropolitan area. With over 75 branches across Delaware, Kentucky, Maryland, Virginia, and West Virginia, Burke & Herbert Bank & Trust Company offers a full range of business and personal financial solutions designed to meet customers' banking, borrowing, and investment needs. Learn more at investor.burkeandherbertbank.com.

Cautionary Note Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the beliefs, goals, intentions, and expectations of the Company regarding revenues, earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of expected losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; and other statements that are not historical facts.

Forward–looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “will,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward–looking statements speak only as of the date they are made; the Company does not assume any duty, does not undertake, and specifically disclaims any obligation to update such forward–looking statements, whether written or oral, that may be made from time to time, whether because of new information, future events, or otherwise, except as required by law. Furthermore, because forward–looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements because of a variety of factors, many of which are beyond the control of the Company. Further, factors identified herein are not necessarily all of the factors that could cause the Company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm the Company. Accordingly, you should consider all of these risks, uncertainties and other factors carefully in evaluating

all such forward-looking statements made by the Company and not place undue reliance on forward-looking statements.

The risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to, the following: costs or difficulties associated with newly developed or acquired operations; changes in general economic, political, or market trends (either nationally or locally in the areas in which we conduct, or will conduct, business), including inflation, changes in interest rates, market volatility and monetary fluctuations, and changes in federal government policies and practices, as well as the impact from recently announced and future tariffs on the markets we serve; increased competition; changes in consumer confidence and demand for financial services, including changes in consumer borrowing, repayment, investment, and deposit practices; changes in asset quality and credit risk; our ability to control costs and expenses; adverse developments in borrower industries or declines in real estate values; changes in and compliance with federal and state laws and regulations that pertain to our business and capital levels; our ability to raise capital as needed; the impact, extent and timing of technological changes; the effects of any cybersecurity breaches; and the other factors discussed in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” section of the Company's Annual Report on Form 10–K for the year ended December 31, 2024, the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, September 30, 2024, and other reports the Company files with the SEC.