Burke & Herbert Financial Services Corp. filed a Form 8-K on August 11, 2026, disclosing that it entered into a change in control agreement with Executive Vice President and Chief Financial Officer Kirtan Parikh, effective July 6, 2026.

Key Highlights

  • Agreement date: The change in control agreement was entered into on July 6, 2026, between the company, Burke & Herbert Bank & Trust Company, and CFO Kirtan Parikh.
  • Base salary severance: Mr. Parikh would be eligible to receive 24 months of his base salary as of the date of the change in control event.
  • Bonus severance: A lump-sum 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 change in control date.
  • Healthcare coverage: Payment of certain healthcare premiums for continued coverage for up to 18 months.
  • Trigger window: 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.
  • Release requirement: In exchange for benefits, Mr. Parikh would be required to enter into and not revoke a separation and release agreement containing a release of claims, cooperation clause, non-disparagement clause, and affirmation of post-employment non-solicitation restrictions.

Details of the Kirtan Parikh Change in Control Agreement at Burke & Herbert

According to the filing, Burke & Herbert Financial Services Corp. (NASDAQ:BHRB) and its subsidiary Burke & Herbert Bank & Trust Company entered into a change in control agreement with Kirtan Parikh, identified in the filing as the company's and the bank's Executive Vice President and Chief Financial Officer. The agreement was executed on July 6, 2026, and the 8-K was signed and filed on August 11, 2026.

The filing disclosed that severance benefits under the agreement are triggered only upon the occurrence of two conditions simultaneously: a change in control of the company or the bank, and Mr. Parikh's employment being terminated either by the company or the bank without "cause" or by Mr. Parikh for "good reason," as those terms are defined in the agreement. The filing noted the termination must fall within the specified window beginning three months before the change in control and ending 12 months after its closing date.

The company disclosed that the full text of the change in control agreement will not be filed with this 8-K but will instead be included as an exhibit to the company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026. The filing stated that the summary presented "does not purport to be a complete description of the rights and obligations of the parties thereunder."

What Was Disclosed

The filing reported the execution of a change in control agreement with CFO Kirtan Parikh, specifying severance terms including 24 months of base salary, a bonus-based lump sum, and up to 18 months of healthcare premium payments, contingent on both a change in control and a qualifying termination.