Burke & Herbert (BHRB) officer adds 109 ESPP shares in Form 4

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. reported that SVP and Chief Accounting Officer Patrick Kip Huffman acquired 109 shares of common stock through the company’s 2023 Employee Stock Purchase Plan. The shares were bought for the purchase period from September 1, 2025, through February 28, 2026, leaving him with 1,604 directly held shares.

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^*

Huffman Patrick Kip

(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)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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	02/28/2026		A(1)	V	109	A	$54.026	1,604	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 September 1, 2025, through February 28, 2026. 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 August 29, 2025, which was the lower of the closing price on the (i) start date or (ii) the end date of the applicable purchase period. Because the start date commenced on a non-trading date, the closing price on the immediately preceding trading date was used. These shares were acquired under the ESPP in transactions exempted by Rule 16b-3(c) and Rule 16b-3(d).

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for Patrick K. Huffman	03/04/2026
	** 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 Burke & Herbert (BHRB) report in this Form 4?

Burke & Herbert reported that Patrick Kip Huffman acquired 109 shares of common stock. The shares were obtained through the 2023 Employee Stock Purchase Plan for a defined purchase period ending February 28, 2026, and are held as direct ownership.

Who is the insider involved in this Burke & Herbert (BHRB) Form 4 filing?

The insider is Patrick Kip Huffman, who serves as Senior Vice President and Chief Accounting Officer. He reported acquiring common stock through the company’s 2023 Employee Stock Purchase Plan and now directly owns a total of 1,604 common shares following this transaction.

How many Burke & Herbert (BHRB) shares did the insider acquire and what is his new total?

Patrick Kip Huffman acquired 109 shares of Burke & Herbert common stock. After this Employee Stock Purchase Plan transaction, his directly owned holdings increased to 1,604 common shares, as reported in the Form 4 non-derivative transaction table.

How was the purchase price determined for the Burke & Herbert (BHRB) ESPP shares?

The ESPP shares were purchased at 85% of the closing price of Burke & Herbert common stock on August 29, 2025. That date represented the lower of the closing prices on the start or end date of the September 1, 2025–February 28, 2026 purchase period.

What period did the Burke & Herbert (BHRB) ESPP transaction cover in this Form 4?

The Employee Stock Purchase Plan transaction covered the purchase period from September 1, 2025, through February 28, 2026. Shares acquired during this interval were priced using the plan’s formula tied to the lower closing price on specified reference dates.

Under what rules was the Burke & Herbert (BHRB) ESPP acquisition exempted?

The acquisition of shares under Burke & Herbert’s 2023 Employee Stock Purchase Plan was described as exempt under Rule 16b-3(c) and Rule 16b-3(d). These exemptions apply to certain employee benefit plan transactions by officers and directors of public companies.