Burke & Herbert (BHRB) EVP logs RSU vesting and 105-share tax sale

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. executive reports stock award vesting and tax share sale. EVP, Wealth Services Shannon Barrow Rowan filed a Form 4 for transactions on January 19, 2026. A grant of 295 restricted stock units, originally awarded on January 19, 2023, fully vested and was converted into 295 shares of common stock on a one-for-one basis. In a separate transaction coded "F," 105 common shares were disposed of at $64.67 per share, typically indicating shares withheld or sold to cover taxes. After these transactions, Rowan directly owns 3,226 common shares of Burke & Herbert Financial Services Corp.

Insights

Equity compensation and insider-transactions analyst

Routine vesting of stock units and tax-related share sale by BHRB executive.

EVP, Wealth Services Shannon Barrow Rowan reported the vesting of 295 restricted stock units into common stock of Burke & Herbert Financial Services Corp. on January 19, 2026. The RSUs converted on a one-for-one basis into 295 common shares, consistent with standard equity incentive structures.

The filing also shows a transaction coded "F" for 105 common shares at $64.67 per share, which typically reflects shares withheld or sold to satisfy tax obligations tied to the vesting event. Following these routine transactions, Rowan directly holds 3,226 common shares. Given the modest size and compensation-related nature, this activity is best viewed as administrative rather than a signal of changing sentiment.

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)
01/19/2026

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	01/19/2026		M		295	A	(1)	3,331	D
Common Stock	01/19/2026		F		105	D	$64.67	3,226	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
Restricted Stock Units	(1)	01/19/2026		M			295	(2)	01/19/2026	Common Stock	295	$0	0	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On January 19, 2023, the reporting person was granted 295 restricted stock units, vesting on January 19, 2026, assuming continued service at that time.

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for Shannon B. Rowan	01/22/2026
	** 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

Who is the insider reporting this Form 4 for Burke & Herbert Financial Services Corp. (BHRB)?

The Form 4 is filed for Shannon Barrow Rowan, who serves as EVP, Wealth Services at Burke & Herbert Financial Services Corp. and is an officer of the company.

What equity award activity did BHRB executive Shannon Barrow Rowan report on January 19, 2026?

Rowan reported the vesting and conversion of 295 restricted stock units into 295 shares of common stock on January 19, 2026, based on an RSU grant originally awarded on January 19, 2023.

How many Burke & Herbert (BHRB) shares did Shannon Barrow Rowan dispose of, and at what price?

The Form 4 shows a transaction coded "F" where 105 common shares of Burke & Herbert Financial Services Corp. were disposed of at a price of $64.67 per share.

How many Burke & Herbert Financial Services Corp. (BHRB) shares does Shannon Barrow Rowan own after these transactions?

Following the reported transactions on January 19, 2026, Shannon Barrow Rowan directly owns 3,226 shares of common stock of Burke & Herbert Financial Services Corp.

What is the relationship between the restricted stock units and BHRB common stock for this Form 4?

According to the footnotes, the restricted stock units convert into common stock on a one-for-one basis, so each of the 295 RSUs became one share of Burke & Herbert common stock upon vesting.

Were any derivative securities remaining after the reported Form 4 transactions for Burke & Herbert (BHRB)?

After the 295 restricted stock units were converted into common stock, the Form 4 shows 0 derivative securities remaining beneficially owned by Shannon Barrow Rowan.