[Form 4] Burke & Herbert Financial Services Corp. Insider Trading Activity

Rhea-AI Filing Summary

Insider purchase under company ESPP. Jennifer P. Schmidt, Executive Vice President and Chief Risk Officer of Burke & Herbert Financial Services Corp. (BHRB), purchased 160 shares of the issuer's common stock on 08/31/2025 under the companys 2023 Employee Stock Purchase Plan. The shares were bought at $53.006 each, representing the ESPP price equal to 85% of the lower of the closing price on the applicable start or end date. After the transaction Ms. Schmidt beneficially owns 2,473 shares directly. The filing was signed by an attorney-in-fact on 09/11/2025.

Positive

• Shares were purchased under the company's ESPP, reflecting participation in an established employee benefit.
• Purchase price set at 85% of the qualifying price, consistent with ESPP terms disclosed in the filing.
• Filing discloses direct beneficial ownership after the transaction (2,473 shares), providing transparency.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Small ESPP purchase by a senior officer signals routine employee participation rather than a material insider signal.

The 160-share purchase under the ESPP reflects standard participation in an employee benefit program. The 85% pricing feature is specified in the ESPP and explains the below-market execution price; this is not an ad hoc open-market buy. The size of the transaction relative to total beneficial ownership (2,473 shares following the purchase) and typical issuer market caps suggests limited material impact on valuation or control. Disclosure is complete for Section 16 purposes.

Securities Analyst

TL;DR: Transaction is routine and small; unlikely to meaningfully change investor outlook or share supply.

Acquisition of 160 shares at $53.006 via the ESPP is mechanically driven by plan terms (85% of qualifying price). Because the filing shows direct ownership of 2,473 shares post-transaction, the incremental economic exposure is modest. There is no derivative activity disclosed and no indication of additional purchases or sales. For investors, this is a compliance filing documenting employee purchase benefits rather than a market-moving insider trade.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Schmidt Jennifer Palmer

(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, Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

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	08/31/2025		A(1)	V	160	A	$53.006	2,473	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 March 1, 2025, through August 31, 2025. 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 February 28, 2025, which was the lower end of day closing price of either the start date or end date of the applicable purchase period in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for Jennifer P. Schmidt	09/11/2025
	** 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 Jennifer P. Schmidt report in the Form 4 for BHRB?

The Form 4 reports that Jennifer P. Schmidt purchased 160 shares of Burke & Herbert Financial Services Corp. (BHRB) on 08/31/2025 under the companys ESPP.

At what price were the BHRB shares acquired in this filing?

The shares were purchased at a price of $53.006 per share, equal to 85% of the qualifying closing price per the ESPP formula.

How many BHRB shares does the reporting person own after the transaction?

Following the reported transaction, the filing shows 2,473 shares beneficially owned by Jennifer P. Schmidt.

Was this a market purchase or an ESPP purchase for BHRB insider activity?

This was an ESPP purchase for the purchase period March 1, 2025 through August 31, 2025, not an open-market trade.

Does the Form 4 show any derivative transactions or sales by the reporting person?

No. The filing contains only the non-derivative acquisition of common stock; no derivatives or dispositions are reported.