Burke & Herbert CHRO updates tax-withheld shares

Burke & Herbert Financial Services Corp. reported that Chief Human Resources Officer Danyl R. Freeman had 2,003 shares of common stock withheld on July 29, 2026 at $74.08 per share to pay tax liability in connection with stock-settled SARs.

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. reported that Chief Human Resources Officer Danyl R. Freeman had 2,003 shares of common stock withheld on July 29, 2026 at $74.08 per share to pay tax liability in connection with stock-settled SARs. Following this tax-withholding disposition, Freeman directly holds 4,684 common shares. This Form 4/A amends a prior filing to correct the withheld-share amount by one share.

Insider Trade Summary

Tax Withholding: 2,003 shares

Tax Withholding 1 txn

Insider Freeman Danyl R

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	2,003	$74.08	$148K

Holdings After Transaction: Common Stock — 4,684 shares (Direct)

Footnotes (1)

1. F1. This Form 4/A is being filed to amend the Form 4 filed on July 30, 2026 to correct the number of shares of Common Stock issued upon settlement of stock-settled SARs exercised on July 29, 2026. The original filing used an estimated tax withholding amount to calculate the number of shares deliverable upon settlement; following final calculation of taxes on the exercise date, the number of shares withheld was adjusted from 2,002 shares to 2,003 shares. This amendment restates the affected line item in Table I accordingly.

Key Figures

Shares withheld for taxes: 2,003 shares Per-share value for withholding: $74.08 per share Shares owned after transaction: 4,684 shares +1 more

4 metrics

Shares withheld for taxes 2,003 shares Common stock withheld on July 29, 2026 to pay tax liability on stock-settled SARs

Per-share value for withholding $74.08 per share Value used for 2,003 withheld common shares on July 29, 2026

Shares owned after transaction 4,684 shares Directly held Burke & Herbert common stock following the July 29, 2026 disposition

Original withheld share count 2,002 shares Estimated tax-withholding amount in the original Form 4 before this amendment

Key Terms

stock-settled SARs, Form 4/A, tax withholding, Payment of tax liability by delivering or withholding securities

4 terms

stock-settled SARs financial

"shares of Common Stock issued upon settlement of stock-settled SARs exercised"

Form 4/A regulatory

"This Form 4/A is being filed to amend the Form 4 filed"

Form 4/A is an amended filing that corrects or updates an earlier Form 4, the mandatory report that insiders (like company executives, directors, or large shareholders) must file when their ownership stakes change. Think of it as an edited receipt showing who bought or sold stock and when; investors use it to track insider confidence, detect potential conflicts, and spot trading patterns that might signal future company prospects.

tax withholding financial

"original filing used an estimated tax withholding amount to calculate"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

Payment of tax liability by delivering or withholding securities financial

"transaction code description Payment of tax liability by delivering or withholding securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did BHRB executive Danyl R. Freeman report in this Form 4/A?

Danyl R. Freeman reported 2,003 shares of Burke & Herbert common stock withheld on July 29, 2026 at $74.08 per share to pay tax liability related to stock-settled SARs.

Why was this Burke & Herbert (BHRB) Form 4/A filed as an amendment?

The Form 4/A corrects an earlier Form 4 that used an estimated tax withholding amount. The final tax calculation increased withheld shares from 2,002 to 2,003, and the amended filing restates that line item.

How many Burke & Herbert (BHRB) shares does Danyl R. Freeman own after this transaction?

After the July 29, 2026 tax-withholding disposition, Danyl R. Freeman directly holds 4,684 shares of Burke & Herbert Financial Services Corp. common stock, as reported in the insider ownership table.

What was the price used for the BHRB tax-withholding shares on July 29, 2026?

The tax-withholding disposition used a price of $74.08 per share for the 2,003 shares of Burke & Herbert common stock withheld to cover tax liability on stock-settled SARs.

Was the BHRB Form 4/A transaction a market sale by Danyl R. Freeman?

The transaction is coded F, indicating payment of tax liability by delivering or withholding securities related to stock-settled SARs, rather than a discretionary open-market purchase or sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2026 - 01:33 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Freeman Danyl R

(Last) (First) (Middle)

100 SOUTH FAIRFAX STREET

(Street)

ALEXANDRIA VIRGINIA 22314

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Burke & Herbert Financial Services Corp. [ BHRB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/30/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/29/2026		F		2,003(1)	D	$74.08	4,684	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4/A is being filed to amend the Form 4 filed on July 30, 2026 to correct the number of shares of Common Stock issued upon settlement of stock-settled SARs exercised on July 29, 2026. The original filing used an estimated tax withholding amount to calculate the number of shares deliverable upon settlement; following final calculation of taxes on the exercise date, the number of shares withheld was adjusted from 2,002 shares to 2,003 shares. This amendment restates the affected line item in Table I accordingly.

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for Danyl R. Freeman	08/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)