Burke & Herbert (BHRB) EVP granted 925 restricted stock units in Form 4

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. reported that EVP and Chief Risk Officer Jennifer Palmer Schmidt acquired an equity award under the company’s compensation program. She received 925 time-based restricted stock units that will vest in three equal annual installments, conditioned on her continued employment.

Each restricted stock unit will be settled in one share of Burke & Herbert Financial Services Corp. common stock when it vests. Following this award, Schmidt’s directly owned common stock holdings total 4,472 shares.

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
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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^*

Schmidt Jennifer Palmer

(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, Chief Risk 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		925(1)	A	$0	4,472	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. The reporting person received an award of 925 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 Jennifer P. Schmidt	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 Burke & Herbert (BHRB) report for Jennifer Palmer Schmidt?

Burke & Herbert reported that EVP and Chief Risk Officer Jennifer Palmer Schmidt received an equity award of 925 restricted stock units. These time-based RSUs are part of her compensation and will convert into common shares as they vest over several years.

How many Burke & Herbert (BHRB) RSUs were granted to Jennifer Palmer Schmidt?

She was granted 925 time-based restricted stock units in Burke & Herbert common stock. The award vests in three equal annual installments, with each unit settling into one share of common stock upon vesting, assuming she remains employed through each vesting date.

What is the vesting schedule for Jennifer Palmer Schmidt’s BHRB restricted stock units?

The 925 restricted stock units will vest in three equal annual installments. Vesting is conditioned on Jennifer Palmer Schmidt’s continued employment with Burke & Herbert through each applicable vesting date, aligning long-term compensation with ongoing service to the company.

How will Jennifer Palmer Schmidt’s BHRB RSUs be settled when they vest?

Each restricted stock unit will be settled in one share of Burke & Herbert Financial Services Corp. common stock. As the RSUs vest in annual installments, she will receive the corresponding number of common shares, provided she remains employed through each vesting date.

How many Burke & Herbert (BHRB) shares does Jennifer Palmer Schmidt own after this Form 4 transaction?

After the reported award, Jennifer Palmer Schmidt directly owns 4,472 shares of Burke & Herbert common stock. This total reflects her holdings following the grant of 925 restricted stock units reported in the Form 4 insider transaction filing.

Was Jennifer Palmer Schmidt’s BHRB Form 4 transaction a purchase or an equity award?

The transaction was an equity award, not an open-market purchase. Burke & Herbert granted Jennifer Palmer Schmidt 925 restricted stock units as compensation, recorded under a grant or award acquisition code rather than a cash share purchase on the market.