Burke & Herbert (BHRB) CEO granted 13,067 PRSUs in merger plan

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. Chair and CEO David P. Boyle received an equity award of 13,067 performance-based restricted stock units (PRSUs) under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan. The PRSUs were reported as an acquisition of common stock at a price of $0 per share, bringing his directly held beneficial ownership to 62,980 common shares.

The award will vest in three annual installments beginning on May 3, 2026, as long as Boyle remains employed through each vesting date. Each vested PRSU will be settled in shares of Burke & Herbert Financial Services Corp. common stock within 60 days after the applicable vesting date, tying his compensation more closely to the company’s long-term performance and merger-related goals.

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

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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^*

BOYLE DAVID P

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair & CEO

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		13,067(1)	A	$0	62,980	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. The reporting person received an award of 13,067 performance-based restricted stock units ("PRSUs") under the Burke & Herbert Bank 2024 - 2025 Merger Incentive Plan adopted May 1, 2024. The award will vest in three annual installments beginning on May 3, 2026, subject to the reporting person's continued employment through each applicable vesting date. Each vested PRSU will be settled in share of Burke & Herbert Financial Services Corp. common stock within 60 days of the vested date.

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for David P. Boyle	01/23/2026
	** 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).
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FAQ

What insider transaction did BHRB report for David P. Boyle?

The company reported that Chair and CEO David P. Boyle acquired 13,067 performance-based restricted stock units (PRSUs), effectively at $0 per share, as an equity award.

How many Burke & Herbert (BHRB) shares does David P. Boyle own after this award?

Following the reported transaction, David P. Boyle beneficially owns 62,980 shares of Burke & Herbert Financial Services Corp. common stock in direct form.

What plan governs the 13,067 PRSU award reported by BHRB?

The 13,067 PRSUs were granted under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan, which was adopted on May 1, 2024.

When do the 13,067 PRSUs granted to the BHRB CEO vest?

The award will vest in three annual installments beginning on May 3, 2026, subject to the CEO’s continued employment through each vesting date.

How will the BHRB PRSUs for David P. Boyle be settled?

Each vested PRSU will be settled in shares of Burke & Herbert Financial Services Corp. common stock within 60 days after the applicable vesting date.

Is the reported BHRB insider transaction a purchase for cash?

No. The filing shows an acquisition (code A) of 13,067 PRSUs at a $0 price per unit, indicating this is a compensation-related equity grant, not an open-market purchase.