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

Rhea-AI Filing Summary

Lauren N. Kimlel, an executive (EVP, Branch Banking) and director of Burke & Herbert Financial Services Corp. (BHRB), purchased 132 shares of the issuer's common stock on 08/31/2025 under the companys 2023 Employee Stock Purchase Plan (ESPP). The shares were acquired at a price of $53.006 per share, reflecting the ESPPs 85% purchase price based on the lower of the closing prices on the ESPP measurement dates. After the purchase, Ms. Kimlel beneficially owned 2,128 shares. The Form 4 was signed by an attorney-in-fact and filed in connection with this transaction.

Positive

• Insider purchase of 132 shares indicates executive participation in the companys ESPP
• Transaction disclosed on Form 4 with price, date, and post-transaction holdings
• ESPP purchase price set at 85% of the lower measurement date closing price, as disclosed

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider participation via ESPP shows limited-size insider purchase, consistent with routine employee equity participation rather than a material ownership shift.

The purchase of 132 shares under the ESPP is a routine, compliant transaction for an executive participating in a company plan. The 85% purchase price mechanism is disclosed and aligns with plan rules, and the transaction was reported on a timely Form 4. At the post-transaction holding of 2,128 shares, this is a modest ownership stake relative to typical institutional holdings, so the market impact is expected to be minimal. The filing does not report any derivative transactions or sales.

Corporate Governance Expert

TL;DR: Transaction reflects standard ESPP mechanics and appears properly reported, with no governance red flags in the filing.

The Form 4 discloses title, relationship to the issuer, transaction date, price calculation, and post-transaction beneficial ownership, meeting disclosure expectations. The signature by an attorney-in-fact is noted and acceptable when authorized. There is no indication of late reporting or undisclosed agreements; however, the filing is limited to a single purchase and does not provide broader context on total insider holdings or plan limits.

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^*

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)
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	132	A	$53.006	2,128	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 Lauren N. Kimlel	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 Lauren N. Kimlel report on the Form 4 for BHRB?

She reported purchasing 132 shares of Burke & Herbert Financial Services Corp. common stock on 08/31/2025 under the ESPP at $53.006 per share, resulting in 2,128 shares beneficially owned.

How was the ESPP purchase price determined for the BHRB transaction?

The shares were purchased at 85% of the closing price on the applicable ESPP measurement date, specifically using the lower end of day closing price on February 28, 2025 as disclosed.

Does the Form 4 for BHRB show any option exercises or derivative transactions?

No. The filing only reports a non-derivative acquisition of common stock; Table II for derivatives is blank in the provided content.

What is Lauren Kimlels role at Burke & Herbert as listed on the Form 4?

She is listed as an Executive Vice President, Branch Banking and a Director of the issuer.

When was the Form 4 signed and by whom?

The filing shows the signature executed by Matthew Rucker, as Attorney-in-Fact for Lauren N. Kimlel on 09/11/2025.