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Burke & Herbert (NASDAQ: BHRB) CEO uses 5,784 shares for tax withholding

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

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. Chair & CEO David P. Boyle had 5,784 shares of Common Stock withheld on 2026-05-03 at $64.64 per share to satisfy tax obligations by delivering securities. After this tax-withholding disposition, he directly holds 66,936 shares of Common Stock.

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Insider BOYLE DAVID P
Role Chair & CEO
Type Security Shares Price Value
Tax Withholding Common Stock 5,784 $64.64 $374K
Holdings After Transaction: Common Stock — 66,936 shares (Direct, null)
Footnotes (1)
Tax-withholding shares 5,784 shares Common Stock delivered for tax obligations on 2026-05-03
Transaction price per share $64.64 per share Value used for tax-withholding disposition
Shares held after transaction 66,936 shares Direct Common Stock holdings following tax withholding
Tax-withholding transactions count 1 transaction Single F-code tax-withholding disposition reported
Tax-withholding shares summary 5,784 shares taxWithholdingShares in transaction summary
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.
Common Stock financial
"security_title: "Common Stock""
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
transaction code "F" regulatory
"transaction_code: "F" for tax liability by delivering securities"
Form 4 regulatory
"INSIDER FILING DATA (Form 4)"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
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*
BOYLE DAVID P

(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)
Chair & CEO
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 Stock05/03/2026F5,784D$64.6466,936D
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 David P. Boyle05/04/2026
** 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 did BHRB Chair & CEO David P. Boyle report in this Form 4?

David P. Boyle reported a tax-withholding disposition of 5,784 shares of Burke & Herbert Financial Services Corp. common stock. The shares were delivered to cover tax obligations, rather than sold in an open-market transaction, and reflect routine equity compensation administration.

How many BHRB shares were involved in David P. Boyle’s tax withholding?

The Form 4 shows 5,784 common shares of Burke & Herbert Financial Services Corp. were used to satisfy tax obligations. The transaction price was $64.64 per share, consistent with a non-market tax-withholding mechanism instead of a discretionary buy or sell decision in the open market.

What is David P. Boyle’s direct BHRB shareholding after this transaction?

Following the tax-withholding disposition, David P. Boyle directly holds 66,936 shares of Burke & Herbert Financial Services Corp. common stock. This figure, reported in the Form 4, shows his continuing equity stake after shares were delivered to cover the related tax liability.

Was the BHRB Form 4 transaction an open-market sale by David P. Boyle?

No, the Form 4 describes a tax-withholding disposition, coded “F,” meaning shares were delivered to pay an exercise price or tax liability. It does not represent an open-market sale or purchase decision by Boyle, but a mechanical step tied to equity compensation.

What transaction code is used in David P. Boyle’s BHRB Form 4 filing?

The filing uses transaction code “F”, defined as payment of an exercise price or tax liability by delivering securities. This indicates the 5,784 Burke & Herbert common shares were applied toward taxes, rather than traded on the market as a typical buy or sell.