Burke & Herbert Financial Services Corp.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On July 6, 2026, Burke & Herbert Financial Services Corp. (the “Company”) and Burke & Herbert Bank & Trust Company (the “Bank”), entered into a change in control agreement with Kirtan Parikh, the Company’s and the Bank’s Executive Vice President and Chief Financial Officer (the “CIC Agreement”). Under the CIC Agreement, Mr. Parikh is eligible for severance benefits in the event there is both a change in control of the Company or the Bank and Mr. Parikh’s employment is terminated by the Company or the Bank without “cause” or by Mr. Parikh for “good reason” (each as defined therein). The termination must occur during the period beginning three months prior to the change in control and ending 12 months following the closing date of the change in control event. The benefits payable to Mr. Parikh under the CIC Agreement in such an event consist of the following, subject to any applicable withholdings: • 24 months of Mr. Parikh’s base salary as of the date of the CIC; • a lump-sum severance payment equal to two times the target annual incentive bonus Mr. Parikh received (or was eligible to receive) for the fiscal year immediately preceding the date of the CIC; and • payment of certain healthcare premiums for continued coverage for up to 18 months. In exchange for the CIC severance benefits, Mr. Parikh would enter into and not revoke a separation and release agreement which will contain a release of claims, a cooperation clause, a non-disparagement clause and an affirmation of post-employment restrictions with respect to non-solicitation of customers and employees. The foregoing is only a summary of the material terms of the CIC Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the CIC Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.