ESPP purchase adds shares for Burke & Herbert (BHRB) EVP

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. executive Rowan Shannon Barrow, EVP of Wealth Services, acquired 63 shares of common stock through the company’s 2023 Employee Stock Purchase Plan at a price of $54.026 per share.

Following this ESPP purchase for the period from September 1, 2025 through February 28, 2026, Barrow directly holds a total of 5,123 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

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^*

Rowan Shannon Barrow

(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, Wealth Services

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	63	A	$54.026	5,123	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 Shannon B. Rowan	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 insider transaction did Burke & Herbert (BHRB) report for Rowan Shannon Barrow?

Rowan Shannon Barrow acquired 63 Burke & Herbert shares through the 2023 Employee Stock Purchase Plan. The shares were recorded at $54.026 each, increasing Barrow’s direct common stock holdings to 5,123 shares after the transaction for the referenced ESPP purchase period.

How many Burke & Herbert (BHRB) shares does Rowan Shannon Barrow now own?

Rowan Shannon Barrow now directly owns 5,123 common shares of Burke & Herbert Financial Services Corp. This total reflects the addition of 63 shares acquired under the company’s 2023 Employee Stock Purchase Plan for the purchase period ending February 28, 2026.

At what price were Rowan Shannon Barrow’s new Burke & Herbert (BHRB) shares acquired?

The 63 new shares were acquired at $54.026 per share under the 2023 Employee Stock Purchase Plan. The plan provided a purchase price equal to 85% of the applicable closing price, based on the lower of the start or end date for the ESPP period.

What plan was used for Rowan Shannon Barrow’s Burke & Herbert (BHRB) share acquisition?

The shares were acquired under the 2023 Employee Stock Purchase Plan (ESPP) of Burke & Herbert Financial Services Corp. The ESPP allowed the executive to purchase stock at a discount to market, based on the lower of the period’s start or end closing price.

How was the ESPP purchase price determined for Burke & Herbert (BHRB) shares?

The ESPP purchase price equaled 85% of a reference closing price. It was based on the lower of the issuer’s common stock closing price on August 29, 2025 or the closing price at the purchase period’s end, with an adjusted date used when the start fell on a non-trading day.