Burke & Herbert (BHRB) EVP awarded 3,080 merger incentive PRSUs

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. executive vice president of financial strategy Robert S. Tissue reported an equity award linked to the company’s merger incentive plan. On January 22, 2026, he received 3,080 performance-based restricted stock units (PRSUs) under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan, recorded as an acquisition of common stock at a price of $0 per share. These PRSUs will vest in three annual installments beginning on May 3, 2026, conditioned on his continued employment through each vesting date, and each vested unit will be settled in a share of Burke & Herbert common stock within 60 days of vesting. Following this award, Tissue is shown as beneficially owning 50,740 shares of common stock directly, with an additional 373 shares reported as indirectly owned through his spouse.

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
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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^*

TISSUE ROBERT S

(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, Financial Strategy

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		3,080(1)	A	$0	50,740	D
Common Stock								373	I	By Spouse

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 3,080 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 Robert S. Tissue	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).
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 Burke & Herbert (BHRB) disclose about Robert S. Tissue in this Form 4?

The filing shows that EVP, Financial Strategy Robert S. Tissue received an equity award tied to the company’s merger incentive plan, reported as an acquisition of common stock on January 22, 2026.

How many performance-based restricted stock units did Robert S. Tissue receive from BHRB?

He received an award of 3,080 performance-based restricted stock units (PRSUs) under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan.

What is the vesting schedule for Robert S. Tissue’s 3,080 PRSUs at Burke & Herbert (BHRB)?

The PRSUs will vest in three annual installments beginning on May 3, 2026, subject to his continued employment through each applicable vesting date.

How will the Burke & Herbert PRSUs be settled once vested?

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

How many Burke & Herbert (BHRB) shares does Robert S. Tissue beneficially own after this award?

After the reported transaction, he beneficially owns 50,740 shares of common stock directly and 373 shares indirectly, held by his spouse.

What role does the 2024–2025 Merger Incentive Plan play in this BHRB Form 4?

The Burke & Herbert Bank 2024–2025 Merger Incentive Plan, adopted on May 1, 2024, is the plan under which Tissue’s 3,080 PRSU award was granted.