Burke & Herbert (BHRB) grants 900 RSUs to Chief Human Resources Officer

Rhea-AI Filing Summary

Freeman Danyl R reported acquisition or exercise transactions in this Form 4 filing.

Burke & Herbert Financial Services Corp. reported that Chief Human Resources Officer Danyl R. Freeman received an award of 900 time-based restricted stock units (RSUs) on January 22, 2026. The RSUs vest in three equal annual installments, conditioned on continued employment through each vesting date, and each RSU will be settled in one share of common stock. Following this grant, Freeman directly holds 4,053 common shares, and an IRA associated with Freeman indirectly holds 6,106 common shares.

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^*

Freeman Danyl R

(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)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		A		900(1)	A	$0	4,053	D
Common Stock								6,106	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person received an award of 900 time-based restricted stock units (RSUs). The award will vest in three equal annual installments subject to the reporting person's continued employment through each applicable vesting date. Each RSU will be settled in a share of Burke & Herbert Financial Services Corp. common stock.

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for Danyl R. Freeman	02/19/2026
	** 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) disclose in this Form 4 filing?

The filing discloses a grant of 900 time-based restricted stock units to Chief Human Resources Officer Danyl R. Freeman. These RSUs vest in three equal annual installments and each unit will be settled in one share of Burke & Herbert common stock.

How many RSUs did Burke & Herbert (BHRB) grant to Danyl R. Freeman?

Burke & Herbert granted 900 time-based restricted stock units to Danyl R. Freeman. The award is structured to vest in three equal annual installments, with each vested RSU converting into one share of Burke & Herbert Financial Services Corp. common stock upon settlement.

What are the vesting terms of the BHRB RSU award to Danyl R. Freeman?

The 900 RSUs vest in three equal annual installments, each subject to Freeman’s continued employment through the applicable vesting date. After vesting, each restricted stock unit will be settled in a single share of Burke & Herbert Financial Services Corp. common stock.

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

After the RSU award, Freeman directly holds 4,053 shares of Burke & Herbert common stock. In addition, an IRA associated with Freeman indirectly holds 6,106 common shares, reflecting separate direct and indirect ownership positions reported in the Form 4.

Is the BHRB RSU grant to Danyl R. Freeman a cash transaction?

No cash changed hands in this RSU grant, which is recorded at a per-share price of 0.0000. The award represents equity-based compensation that will convert into common stock as the 900 time-based restricted stock units vest over three years.