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Burke & Herbert (NASDAQ: BHRB) president withholds shares for tax liability

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. director and president Charles H. Maddy III reported routine updates to his common stock holdings. The filing shows an F-code tax-withholding disposition of 1,541 shares at $64.64 per share to cover tax obligations, not an open‑market sale.

After this tax withholding, he directly holds 43,088 common shares, with additional indirect holdings of 16,884 shares through an IRA and 19,592 shares held by his spouse.

Positive

  • None.

Negative

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Insider MADDY H CHARLES III
Role President
Type Security Shares Price Value
Tax Withholding Common Stock 1,541 $64.64 $100K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 43,088 shares (Direct, null); Common Stock — 19,592 shares (Indirect, By Spouse)
Footnotes (1)
Tax-withheld shares 1,541 shares F-code disposition to cover tax liability
Tax-withholding price $64.64 per share Value of shares delivered for taxes
Direct holdings after transaction 43,088 shares Common stock held directly post-transaction
Indirect IRA holdings 16,884 shares Common stock held indirectly by IRA
Indirect spouse holdings 19,592 shares Common stock held indirectly by spouse
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
F-code financial
"transaction_code": "F""
Indirect ownership financial
""direct_or_indirect": "I""
IRA financial
""nature_of_ownership": "By IRA""
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
SEC Form 4
FORM 4UNITED 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*
MADDY H CHARLES III

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/03/2026F1,541D$64.6443,088D
Common Stock19,592IBy Spouse
Common Stock16,884IBy IRA
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
Remarks:
/s/ Matthew Rucker, as Attorney-in-Fact for H. Charles Maddy III05/04/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transaction did BHRB president Charles H. Maddy III report?

Charles H. Maddy III reported an F-code tax-withholding disposition of 1,541 Burke & Herbert common shares. These shares were delivered at $64.64 each to satisfy tax obligations, rather than sold in the open market, and are treated as a routine compensation-related event.

At what price were Charles H. Maddy III’s BHRB shares withheld for taxes?

The 1,541 Burke & Herbert common shares used for tax withholding were valued at $64.64 per share. This F-code transaction reflects payment of a tax liability by delivering securities instead of cash, a standard mechanism tied to equity compensation events.

How many BHRB shares does Charles H. Maddy III hold directly after this filing?

Following the tax-withholding disposition, Charles H. Maddy III directly holds 43,088 Burke & Herbert common shares. This post-transaction balance appears in the Form 4 as the total shares following the F-code transaction, indicating his remaining direct ownership position after taxes were covered.

What indirect BHRB holdings does Charles H. Maddy III report?

The filing lists 16,884 Burke & Herbert common shares held indirectly through an IRA and 19,592 shares held indirectly by his spouse. Both positions are classified as indirect ownership, supplementing his direct holdings and providing a fuller picture of his overall reported equity interest.

Does the BHRB Form 4 show any open-market buys or sells by Charles H. Maddy III?

The Form 4 does not show any open-market purchases or sales. It records an F-code tax-withholding disposition of 1,541 shares and two holding entries for indirect accounts, indicating routine ownership updates rather than discretionary trading activity in the market.