Berkshire Hathaway 8-K 2026-05-02

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

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) May 2, 2026

BERKSHIRE HATHAWAY INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(402) 346-1400

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 (see General Instruction A.2. below):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Section13(a) of the Exchange Act. ☐

On May 2, 2026, Berkshire Hathaway Inc. (“Berkshire” or “Company”) issued a press release announcing the Company’s earnings for the first quarter ended March 31, 2026. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference.

(c) As previously announced, Charles C. Chang will succeed Marc D. Hamburg as Berkshire’s Chief Financial Officer on June 1, 2026. In his new role, Mr. Chang will be paid an annual cash salary of $8,000,000.

(e) In connection with Mr. Hamburg’s retirement as Berkshire’s Chief Financial Officer and in recognition of Mr. Hamburg’s many decades of service, Berkshire will provide Mr. Hamburg (or his spouse, if he predeceases her), with up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting on June 1, 2026 and ending no later than May 31, 2037. Berkshire will provide Mr. Hamburg with tax gross-up payments to cover Mr. Hamburg’s imputed tax expenses related to this travel benefit. Berkshire estimates its cost of providing this benefit will be approximately $490,000 per year.

(a) On May 3, 2026, the Board of Directors of Berkshire (the “Board”) voted to amend and restate Berkshire’s By-Laws effective immediately. The primary purpose of the amendment was to update the officer roles and responsibilities to conform to Berkshire’s current operating structure. Changes were made to Sections 4 (Officers and Agents), 6 (Capital Stock) and 10 (Execution of Papers) of Berkshire’s By-Laws. The foregoing description of the amendment and restatement of the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws attached hereto as Exhibit 3(ii) and incorporated by reference.

On May 2, 2026, Berkshire held an annual meeting of its shareholders. The agenda items for the meeting along with the vote of the Company’s Class A and Class B common shareholders voting together as a single class with respect to each of the agenda items are shown below. There were four items acted on at that meeting as follows: 1) Election of Directors; 2) A non-binding resolution to approve the compensation of the Company’s Named Executive Officers; 3) A non-binding resolution to determine the frequency with which shareholders shall be entitled to have an advisory vote on executive compensation; 4) A shareholder proposal requesting that the Company issue a report disclosing the Board’s oversight framework for workforce and human-capital management across its operating subsidiaries.

The results of the other matters acted upon at the meeting were as follows.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.