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bhrb-20260423

false000196433300019643332026-04-232026-04-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 23, 2026

Date of Report (date of earliest event reported)

Burke & Herbert Financial Services Corp.

(Exact name of registrant as specified in its charter)

Virginia

(State or other jurisdiction of

incorporation or organization)

001-41633

(Commission File Number)

92-0289417

(I.R.S. Employer Identification Number)

100 S. Fairfax Street

Alexandria, VA 22314

(Address of principal executive offices and zip code)

(703) 666-3555

(Registrant's telephone number, including area code)

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.50

BHRB

The Nasdaq Stock Market LLC

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 2.02 - Results of Operations and Financial Condition.

On April 23, 2026, Burke & Herbert Financial Services Corp. (the "Company") issued a press release announcing its results of operations and financial condition for the quarter ended March 31, 2026. A copy of the press release is included as Exhibit 99.1 to this report.

Item 7.01 - Regulation FD Disclosure

The management of Burke & Herbert Financial Services Corp. anticipates meetings with investors during 2026. A copy of presentation materials will be made available on the investor relations section of the Company's website (https://www.burkeandherbertbank.com) and is furnished as exhibit 99.2 to this report. All information included in this presentation is presented as of the dates indicated, and the Company does not assume any obligation to correct or update such information in the future. The Company disclaims any inferences regarding the materiality of such information which otherwise may arise as a result of it furnishing such information under Item 7.01 of this Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Item 7.01, including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of Section 18 of the Exchange Act.

Item 8.01 - Other Events

On April 23, 2026, the Company announced its Board of Directors declared a regular quarterly cash dividend on the Company's common stock of $0.55 per share, payable on June 1, 2026, to shareholders of record as of the close of business on May 15, 2026.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.

Description

99.1

Press release, dated April 23, 2026

99.2

Earnings Presentation, dated April 23, 2026

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 April, 2026.

Burke & Herbert Financial Services Corp.

By:

/s/ Roy E. Halyama

Name:

Roy E. Halyama

Title:

Executive Vice President, CFO

bhrb-20260122false000196433300019643332026-01-222026-01-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 22, 2026 Date of Report (date of earliest event reported)

Burke & Herbert Financial Services Corp. (Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation or organization) 001-41633 (Commission File Number) 92-0289417 (I.R.S. Employer Identification Number)

100 S. Fairfax Street Alexandria, VA 22314

(Address of principal executive offices and zip code)

(703) 666-3555

(Registrant's telephone number, including area code)

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:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, par value $0.50BHRBThe Nasdaq Stock Market LLC

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 2.02 - Results of Operations and Financial Condition. On January 22, 2026, Burke & Herbert Financial Services Corp. (the "Company") issued a press release announcing its results of operations and financial condition for the quarter ended December 31, 2025. A copy of the press release is included as Exhibit 99.1 to this report. Item 7.01 - Regulation FD Disclosure The management of Burke & Herbert Financial Services Corp. anticipates meetings with investors during 2026. A copy of presentation materials will be made available on the investor relations section of the Company's website (https://www.burkeandherbertbank.com) and is furnished as exhibit 99.2 to this report. All information included in this presentation is presented as of the dates indicated, and the Company does not assume any obligation to correct or update such information in the future. The Company disclaims any inferences regarding the materiality of such information which otherwise may arise as a result of it furnishing such information under Item 7.01 of this Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Item 7.01, including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of Section 18 of the Exchange Act. Item 8.01 - Other Events On January 22, 2026, the Company announced its Board of Directors declared a regular quarterly cash dividend on the Company's common stock of $0.55 per share, payable on March 2, 2026, to shareholders of record as of the close of business on February 13, 2026.

Item 9.01 - Financial Statements and Exhibits (d) The following exhibits are being filed herewith:

Exhibit No.Description 99.1Press release, dated January 22, 2026

99.2 Earnings Presentation, dated January 22, 2026

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 22nd day of January, 2026.

Burke & Herbert Financial Services Corp.

By: /s/ Roy E. Halyama Name: Roy E. Halyama Title: Executive Vice President, CFO