Burke & Herbert (NASDAQ: BHRB) COO granted 1,320 restricted stock units

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. Chief Operating Officer Joseph Hager reported an equity award of 1,320 shares of common stock in the form of time-based restricted stock units. The award was granted at a price of $0.0000 per share and is classified as a grant or other acquisition.

The RSUs will vest in three equal annual installments, conditioned on his continued employment through each vesting date, and each unit will be settled in one share of common stock. Following this grant, Hager directly owns 7,493 common shares, and he also has indirect ownership of 1,317 shares through an IRA.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hager Joseph

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,320	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 7,493 shares (Direct); Common Stock — 1,317 shares (Indirect, By IRA)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Hager Joseph

(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 Operating 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		1,320(1)	A	$0	7,493	D
Common Stock								1,317	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 1,320 time-based restricted stock units (RSUs). The award will vest in three equal annual installments subject to the reporting person's continued employment through each applicable vesting date. Each RSU will be settled in a share of Burke & Herbert Financial Services Corp. common stock.

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for Joseph W. Hager	02/19/2026
	** 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 COO Joseph Hager report on this Form 4?

Joseph Hager reported receiving an award of 1,320 time-based restricted stock units in Burke & Herbert Financial Services Corp. common stock. The grant is a non-cash equity award at $0.0000 per share, classified as a grant or other acquisition.

How do Joseph Hager’s new BHRB restricted stock units vest?

The 1,320 restricted stock units vest in three equal annual installments, subject to Joseph Hager’s continued employment through each vesting date. Each vested RSU will be settled in one share of Burke & Herbert Financial Services Corp. common stock, aligning compensation with long-term service.

What is Joseph Hager’s direct and indirect BHRB share ownership after the grant?

After the grant, Joseph Hager directly owns 7,493 shares of Burke & Herbert Financial Services Corp. common stock. He also has indirect ownership of 1,317 additional shares held through an IRA, reflecting both direct and retirement-account-based holdings reported on the Form 4.

Does the BHRB Form 4 show a stock purchase or a stock grant for Joseph Hager?

The Form 4 shows a stock grant, not a market purchase. Joseph Hager received 1,320 time-based restricted stock units at a stated price of $0.0000 per share, categorized as a grant, award, or other acquisition of common stock.

How will Joseph Hager’s BHRB restricted stock units be settled when they vest?

Each restricted stock unit will be settled in one share of Burke & Herbert Financial Services Corp. common stock upon vesting. Settlement occurs as the RSUs vest in three equal annual installments, provided he remains employed through each applicable vesting date.