Burke & Herbert (BHRB) risk chief adds 231 ESPP shares

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. executive Jennifer Palmer Schmidt, EVP and Chief Risk Officer, acquired 231 shares of common stock through the company’s 2023 Employee Stock Purchase Plan. The shares were purchased at $54.026 per share, bringing her direct holdings to 4,703 shares following the transaction.

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

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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^*

Schmidt Jennifer Palmer

(Last) (First) (Middle)

100 SOUTH FAIRFAX STREET

(Street)

ALEXANDRIA VA 22314

(City) (State) (Zip)

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)
	EVP, Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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

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

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

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	02/28/2026		A(1)	V	231	A	$54.026	4,703	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. Shares purchased pursuant to the Burke & Herbert Financial Services Corp. 2023 Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of September 1, 2025, through February 28, 2026. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the issuer's common stock on August 29, 2025, which was the lower of the closing price on the (i) start date or (ii) the end date of the applicable purchase period. Because the start date commenced on a non-trading date, the closing price on the immediately preceding trading date was used. These shares were acquired under the ESPP in transactions exempted by Rule 16b-3(c) and Rule 16b-3(d).

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for Jennifer P. Schmidt	03/04/2026
	** 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.

FAQ

What did Burke & Herbert (BHRB) executive Jennifer Palmer Schmidt report on this Form 4?

Jennifer Palmer Schmidt reported acquiring 231 shares of Burke & Herbert common stock. The shares were obtained through the 2023 Employee Stock Purchase Plan and increased her direct ownership to 4,703 shares after the transaction, reflecting routine employee-related share accumulation.

How many BHRB shares did the executive acquire and at what price?

She acquired 231 shares of Burke & Herbert common stock at a price of $54.026 per share. The acquisition occurred under the company’s Employee Stock Purchase Plan, which allowed purchases at a discount from the applicable market closing price.

What plan was used for Jennifer Palmer Schmidt’s recent BHRB share acquisition?

The shares were purchased under the Burke & Herbert Financial Services Corp. 2023 Employee Stock Purchase Plan. This plan permits eligible employees to buy company stock, in this case at a discounted price based on specified closing prices within the purchase period.

How did this transaction change Jennifer Palmer Schmidt’s BHRB share ownership?

After acquiring 231 shares, her direct ownership rose to 4,703 Burke & Herbert common shares. This reflects a modest increase in her personal equity stake through a routine employee stock purchase plan transaction rather than an open-market trade.

Was the BHRB executive’s share acquisition under a discounted employee stock plan?

Yes. The shares were bought pursuant to the 2023 Employee Stock Purchase Plan at 85% of the relevant closing market price. The filing notes that these ESPP acquisitions are exempt under Rule 16b-3(c) and Rule 16b-3(d) of the securities regulations.