CEO at Burke & Herbert (BHRB) granted 9,740 restricted stock units

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. reported that Chair and CEO David P. Boyle acquired an equity award on common stock in the form of 9,740 time-based restricted stock units (RSUs). The award was granted at a price of $0.00 per unit.

The RSUs vest in three equal annual installments, conditioned on Boyle’s continued employment through each vesting date. Each RSU will be settled in one share of Burke & Herbert common stock upon vesting. After this grant, Boyle directly holds 72,720 shares of common stock.

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^*

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		9,740(1)	A	$0	72,720	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 9,740 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 David P. Boyle	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 insider transaction did Burke & Herbert (BHRB) report for David P. Boyle?

Burke & Herbert reported that Chair and CEO David P. Boyle received an equity award of 9,740 time-based restricted stock units (RSUs). These RSUs represent contingent rights to receive common shares, expanding his long-term, stock-based compensation rather than reflecting an open-market purchase or sale.

How many restricted stock units did BHRB grant to its CEO David P. Boyle?

David P. Boyle was granted 9,740 time-based restricted stock units. Each RSU represents a right to receive one share of Burke & Herbert common stock, subject to vesting conditions tied to continued employment across three annual vesting dates.

What is the vesting schedule for David P. Boyle’s 9,740 RSUs at BHRB?

The 9,740 RSUs granted to David P. Boyle vest in three equal annual installments. Each installment requires that he remain employed through the applicable vesting date, aligning the award with ongoing service over the multi-year period.

How will David P. Boyle’s RSUs at Burke & Herbert (BHRB) be settled?

Each restricted stock unit granted to David P. Boyle will be settled in one share of Burke & Herbert common stock. Settlement occurs as the RSUs vest over time, turning the units into actual shares rather than immediate cash compensation.

What is David P. Boyle’s direct common stock holding in BHRB after this award?

After receiving the RSU-related acquisition reported, David P. Boyle directly holds 72,720 shares of Burke & Herbert common stock. This total reflects his ownership immediately following the grant of 9,740 restricted stock units tied to future share settlement.

Did David P. Boyle pay any price per share for the awarded BHRB RSUs?

The reported award to David P. Boyle lists a transaction price of $0.00 per share. This indicates the grant was part of his compensation package rather than an open-market purchase requiring cash outlay for the newly awarded units.