Burke & Herbert (BHRB) EVP awarded 990 performance-based RSUs in merger plan

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. executive Lauren N. Kimlel, EVP of Branch Banking, received an equity award tied to the company’s merger incentive plan. On January 22, 2026, she was granted 990 performance-based restricted stock units (PRSUs) at a price of $0 per share, increasing her beneficial ownership of common stock to 3,118 shares held directly.

The PRSUs were granted 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 her continued employment through each vesting date. Each vested PRSU will be settled in one share of Burke & Herbert Financial Services Corp. common stock within 60 days after the applicable vesting date, linking her long-term compensation to company performance and retention.

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^*

Kimlel Lauren N.

(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, Branch Banking

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		990(1)	A	$0	3,118	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 990 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 Lauren N. Kimlel	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).
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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 Lauren N. Kimlel?

Burke & Herbert Financial Services Corp. reported that EVP, Branch Banking Lauren N. Kimlel received an award of 990 performance-based restricted stock units (PRSUs) of common stock on January 22, 2026. The transaction was coded as an acquisition at a price of $0 per share.

How many BHRB shares does Lauren N. Kimlel own after this grant?

Following the reported transaction, Lauren N. Kimlel beneficially owns 3,118 shares of Burke & Herbert Financial Services Corp. common stock, held in direct ownership as disclosed in the filing.

What is the Burke & Herbert Bank 2024-2025 Merger Incentive Plan?

The Burke & Herbert Bank 2024–2025 Merger Incentive Plan, adopted on May 1, 2024, is the plan under which 990 PRSUs were awarded to Lauren N. Kimlel. These performance-based restricted stock units are designed to provide incentive compensation related to the company’s merger objectives over the 2024–2025 period.

When will Lauren N. Kimlel’s BHRB PRSU award vest?

The 990 PRSUs granted to Lauren N. Kimlel will vest in three annual installments beginning on May 3, 2026. Vesting on each date is subject to her continued employment through the applicable vesting date.

How are the BHRB performance-based RSUs settled for Lauren N. Kimlel?

Each vested performance-based restricted stock unit (PRSU) awarded to Lauren N. Kimlel will be settled in one share of Burke & Herbert Financial Services Corp. common stock. Settlement will occur within 60 days after each vesting date.

Is Lauren N. Kimlel a director or 10% owner of BHRB?

According to the filing, Lauren N. Kimlel is an officer of Burke & Herbert Financial Services Corp., serving as EVP, Branch Banking. She is not listed as a director or 10% owner in this report.