Burke & Herbert (NASDAQ: BHRB) EVP adds shares through 2023 ESPP

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. executive Lauren N. Kimlel, EVP of Branch Banking, acquired additional common stock through the company’s 2023 Employee Stock Purchase Plan. On February 28, 2026, she obtained 130 shares of common stock at $54.026 per share, bringing her direct holdings to 3,848 shares. The ESPP purchase period ran from September 1, 2025 through February 28, 2026, and the shares were bought at 85% of the issuer’s August 29, 2025 closing price, as provided under the plan and in transactions exempt under Rule 16b-3(c) and 16b-3(d).

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^*

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)
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	130	A	$54.026	3,848	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 Lauren N. Kimlel	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 BHRB executive Lauren N. Kimlel report?

Lauren N. Kimlel reported acquiring 130 shares of Burke & Herbert Financial Services common stock. The shares were obtained on February 28, 2026 through the company’s 2023 Employee Stock Purchase Plan, reflecting a routine, plan-based increase in her direct ownership stake.

At what price were the BHRB shares acquired under the ESPP?

The shares were acquired at $54.026 per share under the Employee Stock Purchase Plan. This purchase price reflects 85% of the closing price of Burke & Herbert Financial Services common stock on August 29, 2025, in line with the ESPP’s pricing formula.

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

After this transaction, Lauren N. Kimlel directly owns 3,848 shares of Burke & Herbert Financial Services common stock. This total includes the 130 shares acquired on February 28, 2026 through the 2023 Employee Stock Purchase Plan purchase period.

What is the Burke & Herbert 2023 Employee Stock Purchase Plan?

The 2023 Employee Stock Purchase Plan allows eligible Burke & Herbert employees to purchase common stock at a discount. Under this plan, shares for the September 1, 2025 to February 28, 2026 period were bought at 85% of the lower closing price on defined reference dates.

Over what period were the ESPP shares for BHRB purchased?

The ESPP shares were purchased for the plan period spanning September 1, 2025 through February 28, 2026. The purchase price was based on the closing price on August 29, 2025, which served as the relevant reference date because the start date fell on a non-trading day.

Are the BHRB ESPP transactions subject to Section 16 short-swing profit rules?

The filing states these shares were acquired under the ESPP in transactions exempted by Rule 16b-3(c) and Rule 16b-3(d). Those provisions allow certain plan-related acquisitions by insiders to be exempt from standard Section 16 short-swing profit recovery rules when properly structured.