Burke & Herbert (BHRB) HR chief awarded 704 PRSUs under merger incentive plan

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. reported that its Chief Human Resources Officer, Danyl R. Freeman, received an award of 704 performance-based restricted stock units (PRSUs) on January 22, 2026. These PRSUs were granted under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan adopted May 1, 2024, and were recorded at a price of $0 per share, reflecting that this was an equity incentive grant rather than an open-market purchase.

The award will vest in three annual installments beginning May 3, 2026, as long as Freeman remains employed through each vesting date. Each vested PRSU will be settled in shares of Burke & Herbert Financial Services Corp. common stock within 60 days after it vests. Following this grant, Freeman beneficially owns 3,153 shares of common stock directly and 6,106 shares indirectly through an IRA, highlighting a meaningful equity alignment with the company.

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

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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^*

Freeman Danyl R

(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)
	Chief Human Resources Officer

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		704(1)	A	$0	3,153	D
Common Stock								6,106	I	By IRA

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 704 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 Danyl R. Freeman	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 insider transaction did BHRB report for Danyl R. Freeman?

The company reported that Chief Human Resources Officer Danyl R. Freeman received an award of 704 performance-based restricted stock units (PRSUs) of Burke & Herbert Financial Services Corp. common stock on January 22, 2026.

How do the 704 PRSUs granted to BHRB executive Danyl Freeman vest?

The 704 PRSUs granted to Danyl R. Freeman under the 2024–2025 Merger Incentive Plan will vest in three annual installments beginning on May 3, 2026, subject to his continued employment through each vesting date.

How will BHRB settle the performance-based RSUs granted to Danyl Freeman?

Each vested PRSU awarded to Danyl R. Freeman will be settled in shares of Burke & Herbert Financial Services Corp. common stock within 60 days of the applicable vesting date.

What is Danyl Freeman’s total BHRB share ownership after this Form 4 transaction?

After the reported grant, Danyl R. Freeman beneficially owns 3,153 shares of common stock directly and 6,106 shares indirectly, held by an IRA.

Was cash paid for the BHRB shares reported in this Form 4 for Danyl Freeman?

No cash was paid; the 704 common shares tied to the PRSUs were recorded at a price of $0 per share, reflecting that this was an equity incentive award under a company plan.

Under which plan did BHRB grant PRSUs to Danyl R. Freeman?

The award of 704 PRSUs to Danyl R. Freeman was granted under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan, which was adopted on May 1, 2024.