Burke & Herbert (BHRB) EVP receives 1,000 restricted stock units award

Rhea-AI Filing Summary

Rowan Shannon Barrow reported acquisition or exercise transactions in this Form 4 filing.

Burke & Herbert Financial Services Corp. executive Rowan Shannon Barrow, EVP of Wealth Services, received an equity award in the form of 1,000 time-based restricted stock units of common stock. The award vests in three equal annual installments, conditioned on continued employment through each vesting date.

Each restricted stock unit will be settled in one share of Burke & Herbert Financial Services Corp. common stock when it vests, increasing Barrow’s direct equity stake over time. Following this grant, Barrow directly holds 5,060 shares of the company’s 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^*

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)
01/22/2026

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		1,000(1)	A	$0	5,060	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 1,000 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 Shannon B. Rowan	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 BHRB report for Rowan Shannon Barrow?

Rowan Shannon Barrow received an award of 1,000 time-based restricted stock units of Burke & Herbert Financial Services Corp. common stock. These RSUs are a form of equity compensation that will convert into shares as they vest over time.

How do the 1,000 RSUs granted to the BHRB executive vest?

The 1,000 RSUs granted to Rowan Shannon Barrow vest in three equal annual installments. Each installment requires Barrow to remain employed through the applicable vesting date before the units convert into common shares.

What does each restricted stock unit represent in the BHRB Form 4 filing?

Each restricted stock unit awarded to Rowan Shannon Barrow represents the right to receive one share of Burke & Herbert Financial Services Corp. common stock. Settlement occurs upon vesting, effectively delivering actual shares as the vesting conditions are satisfied.

How many BHRB shares does Rowan Shannon Barrow own after this award?

After the restricted stock unit award, Rowan Shannon Barrow directly holds 5,060 shares of Burke & Herbert Financial Services Corp. common stock. This figure reflects total direct ownership reported following the equity compensation transaction on the Form 4.

Was the BHRB executive’s RSU award a purchase or a compensation grant?

The transaction was a compensation grant, not an open-market purchase. Rowan Shannon Barrow received 1,000 time-based restricted stock units as an award, recorded with a transaction code indicating grant, award, or other acquisition on the Form 4.