Burke & Herbert (BHRB) EVP granted 1,074 PRSUs tied to merger plan

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. EVP and Chief Risk Officer Jennifer P. Schmidt reported receiving an equity award tied to the company’s merger incentive plan. On January 22, 2026, she acquired 1,074 shares of common stock at a price of $0, increasing her directly held stake to 3,547 common shares after the transaction.

The award represents performance-based restricted stock units (PRSUs) granted under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan adopted May 1, 2024. These PRSUs will vest in three annual installments beginning on May 3, 2026, subject to her continued employment through each vesting date. Each vested PRSU will be settled in shares of Burke & Herbert Financial Services Corp. common stock within 60 days of the applicable vesting date.

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^*

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		1,074(1)	A	$0	3,547	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 1,074 performance-based restricted stock units ("PRSUs") under the Burke & Herbert Bank 2024 - 2025 Merger Incentive Plan adopted May 1, 2024. The award will vest in three annual installments beginning on May 3, 2026, subject to the reporting person's continued employment through each applicable vesting date. Each vested PRSU will be settled in share of Burke & Herbert Financial Services Corp. common stock within 60 days of the vested date.

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for Jennifer P. Schmidt	01/23/2026
	** 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 did Burke & Herbert (BHRB) EVP Jennifer P. Schmidt report on this Form 4?

EVP and Chief Risk Officer Jennifer P. Schmidt reported an acquisition of 1,074 shares of Burke & Herbert Financial Services Corp. common stock on January 22, 2026, at a price of $0 per share, as part of an equity award.

How many Burke & Herbert (BHRB) shares does Jennifer P. Schmidt own after this transaction?

Following the reported transaction, Jennifer P. Schmidt beneficially owns 3,547 shares of Burke & Herbert Financial Services Corp. common stock, held in direct ownership.

What type of equity award did the BHRB executive receive?

The executive received 1,074 performance-based restricted stock units (PRSUs) under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan, which are designed to be settled in shares of Burke & Herbert Financial Services Corp. common stock upon vesting.

When do the performance-based RSUs for BHRB’s EVP begin to vest?

The PRSUs will vest in three annual installments beginning on May 3, 2026. Vesting is conditioned on the executive’s continued employment through each applicable vesting date.

How are the vested PRSUs for Burke & Herbert (BHRB) settled?

Each vested PRSU will be settled in shares of Burke & Herbert Financial Services Corp. common stock within 60 days of the vesting date, according to the disclosure.

What plan governs this equity grant to the Burke & Herbert (BHRB) executive?

The grant was made under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan, which was adopted on May 1, 2024 and provides for performance-based restricted stock unit awards.