[Form 4] Burke & Herbert Financial Services Corp. Insider Trading Activity

Rhea-AI Filing Summary

Shannon B. Rowan, an executive serving as EVP, Wealth Services, purchased 63 shares of Burke & Herbert Financial Services Corp. common stock on 08/31/2025 through the company's 2023 Employee Stock Purchase Plan (ESPP). The shares were acquired at an effective price of $53.006 per share, which reflects the ESPP's 85% pricing feature applied to the lower of the start or end date closing price for the purchase period.

Following this transaction, Ms. Rowan beneficially owns 3,036 shares directly. The filing reports the purchase as exempt under the applicable Rule 16b-3 provisions for employee benefit plan transactions.

Positive

• Participation in ESPP at a discounted price (85% of applicable closing price) demonstrates executive alignment with employee ownership
• Increased direct ownership to 3,036 shares, strengthening insider stake albeit modestly

Negative

• None.

Insights

Securities Analyst

TL;DR: Small ESPP purchase by an executive increases insider ownership modestly; transaction is routine and rule-exempt.

The 63-share purchase is a typical participation in an ESPP using the plan's discounted pricing formula, increasing direct holdings to 3,036 shares. The transaction was reported under Section 16 and claimed exempt treatment under Rule 16b-3(c) and (d), which is standard for company-sponsored purchase plans and suggests no unusual compensation or related-party exchange. The size of the purchase is immaterial relative to typical market capitalization for public companies, indicating limited immediate market impact.

Corporate Governance Expert

TL;DR: Disclosure is complete for the ESPP purchase; no governance red flags are evident.

The form identifies the reporting person and the nature of the acquisition as an ESPP purchase at an 85% formula price, which the filer discloses as compliant with Rule 16b-3. The reporting line shows an individual officer role and direct beneficial ownership. There are no indications of related-party transfers, option exercises, or disposals that would raise governance concerns. Given the small absolute size of the transaction, it appears to be standard employee participation rather than a material insider trade.

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
Estimated average burden
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^*

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)
08/31/2025

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	08/31/2025		A(1)	V	63	A	$53.006	3,036	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 March 1, 2025, through August 31, 2025. 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 February 28, 2025, which was the lower end of day closing price of either the start date or end date of the applicable purchase period in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for Shannon B. Rowan	09/11/2025
	** 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 BHRB insider Shannon B. Rowan purchase on 08/31/2025?

She purchased 63 shares of Burke & Herbert Financial Services Corp. common stock under the company's ESPP.

At what price were the BHRB ESPP shares purchased?

The shares were acquired at an effective price of $53.006 per share, reflecting the ESPP pricing formula.

How many BHRB shares does Shannon B. Rowan own after this transaction?

After the purchase she beneficially owns 3,036 shares directly.

Was the BHRB transaction exempt from reporting rules?

The purchase was reported as exempt under Rule 16b-3(c) and 16b-3(d), standard for employee plan transactions.

What role does the reporting person hold at BHRB?

The form identifies Shannon B. Rowan as an Officer (EVP, Wealth Services).