Burke & Herbert (BHRB) EVP receives 488 PRSUs under merger incentive plan

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. reported that EVP and Chief Experience Officer Angela R. Zirk received an award of 488 performance-based restricted stock units (PRSUs) of common stock on 01/22/2026 at a grant price of $0 per share. These PRSUs were granted 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, conditioned on Zirk’s continued employment through each vesting date. Each vested PRSU will be settled in one share of Burke & Herbert common stock within 60 days after vesting. Following this grant, Zirk holds 2,412 common shares directly and 1,928 common shares indirectly through an IRA.

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^*

Zirk Angela R

(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 Experience 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		488(1)	A	$0	2,412	D
Common Stock								1,928	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 488 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 a 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 Angela R. Zirk	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 transaction did Angela R. Zirk report in this Burke & Herbert (BHRB) Form 4?

Angela R. Zirk reported the receipt of 488 performance-based restricted stock units (PRSUs) of Burke & Herbert Financial Services Corp. common stock, recorded as an acquisition of common stock at a grant price of $0 per share on 01/22/2026.

Under what plan were the 488 PRSUs granted to the Burke & Herbert (BHRB) executive?

The 488 PRSUs were granted under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan, which was adopted on May 1, 2024.

How do the PRSUs granted to Angela R. Zirk vest and settle?

The PRSU award 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 one share of Burke & Herbert common stock within 60 days of the vesting date.

What is Angela R. Zirk’s role at Burke & Herbert Financial Services Corp. (BHRB)?

Angela R. Zirk is an officer of Burke & Herbert Financial Services Corp., serving as EVP, Chief Experience Officer.

How many Burke & Herbert (BHRB) shares does Angela R. Zirk own after this Form 4 transaction?

After the reported transaction, Angela R. Zirk beneficially owns 2,412 shares of common stock directly and 1,928 shares indirectly through an IRA.

Is the indirect ownership reported in this Form 4 for Burke & Herbert (BHRB) held through a specific vehicle?

Yes. The Form 4 shows 1,928 shares of common stock held indirectly by Angela R. Zirk through an IRA, noted as “By IRA.”