Burke & Herbert (NASDAQ: BHRB) CRO reports 271-share tax-withholding move

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. executive Jennifer Palmer Schmidt, EVP and Chief Risk Officer, reported a tax-withholding disposition of company stock. On May 3, 2026, 271 shares of common stock were withheld at $64.64 per share to cover tax obligations. This was not an open-market sale. After this withholding, Schmidt directly holds 4,432 shares of Burke & Herbert Financial Services Corp. common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schmidt Jennifer Palmer

Role EVP, Chief Risk Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	271	$64.64	$18K

Holdings After Transaction: Common Stock — 4,432 shares (Direct, null)

Footnotes (1)

Key Figures

Tax-withheld shares: 271 shares Tax-withholding price: $64.64 per share Shares held after transaction: 4,432 shares

3 metrics

Tax-withheld shares 271 shares Common Stock disposed of on May 3, 2026

Tax-withholding price $64.64 per share Value used for 271-share disposition

Shares held after transaction 4,432 shares Direct Common Stock ownership after May 3, 2026 event

Key Terms

tax-withholding disposition, Common Stock, Form 4

3 terms

tax-withholding disposition financial

"reported a tax-withholding disposition of company stock"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock financial

"271 shares of common stock were withheld at $64.64 per share"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 regulatory

"The Form 4 shows 271 shares of Burke & Herbert Financial Services Corp."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

Schmidt Jennifer Palmer

(Last) (First) (Middle)

100 SOUTH FAIRFAX STREET

(Street)

ALEXANDRIA VIRGINIA 22314

(City) (State) (Zip)

UNITED STATES

(Country)

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, Chief Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/03/2026		F		271	D	$64.64	4,432	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:

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for Jennifer P. Schmidt	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did BHRB executive Jennifer Palmer Schmidt report?

Jennifer Palmer Schmidt reported a tax-withholding disposition of Burke & Herbert Financial Services Corp. stock. On May 3, 2026, 271 common shares were withheld at $64.64 per share to satisfy tax obligations tied to equity compensation, rather than being sold in the open market.

Did the BHRB insider transaction involve an open-market sale of shares?

No, the transaction was classified as a tax-withholding disposition, not an open-market sale. Shares were delivered to cover tax liabilities related to equity compensation, so the insider did not execute a typical buy-or-sell trade on the open market.

How many BHRB shares were involved in Jennifer Palmer Schmidt’s Form 4 filing?

The Form 4 shows 271 shares of Burke & Herbert Financial Services Corp. common stock were disposed of through tax withholding. These shares were used to pay tax obligations associated with equity compensation rather than being sold for cash in the market.

What is Jennifer Palmer Schmidt’s BHRB shareholding after this transaction?

Following the tax-withholding disposition, Jennifer Palmer Schmidt directly holds 4,432 shares of Burke & Herbert Financial Services Corp. common stock. This post-transaction balance reflects her remaining direct ownership after 271 shares were used to satisfy related tax obligations.

What does transaction code F mean in the BHRB Form 4 filing?

Transaction code F indicates a tax-withholding disposition, where shares are delivered to cover an exercise price or tax liability. In this BHRB filing, 271 shares were used to satisfy tax obligations, rather than representing a traditional open-market sale or purchase.