Burke & Herbert (BHRB) CFO awarded 5,984 PRSUs in incentive plan

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. reported an equity award to its EVP and Chief Financial Officer, Roy Eugene Halyama. On January 22, 2026, he acquired 5,984 shares of common stock at a price of $0, reflecting the settlement mechanics of a performance-based restricted stock unit grant rather than a market purchase. Following this award, he beneficially owns 20,053 shares of common stock directly.

According to the accompanying explanation, the award represents 5,984 performance-based restricted stock units (PRSUs) granted under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan. These PRSUs will vest in three annual installments beginning on May 3, 2026, contingent on his 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^*

Halyama Roy Eugene

(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 Financial 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		5,984(1)	A	$0	20,053	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 5,984 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 Roy E. Halyama	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 insider transaction did Burke & Herbert (BHRB) disclose for its CFO?

The company disclosed that EVP and Chief Financial Officer Roy Eugene Halyama acquired 5,984 shares of common stock on January 22, 2026, tied to a performance-based restricted stock unit award.

How many performance-based restricted stock units did BHRBs CFO receive?

He received an award of 5,984 performance-based restricted stock units (PRSUs) under the Burke & Herbert Bank 2024 3 2025 Merger Incentive Plan.

What is the vesting schedule for the BHRB CFOs 5,984 PRSUs?

The 5,984 PRSUs will vest in three annual installments beginning on May 3, 2026, subject to his continued employment through each vesting date.

How will the BHRB PRSUs be settled when they vest?

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

What is the total number of BHRB shares the CFO beneficially owns after this Form 4 transaction?

After the reported transaction, Roy Eugene Halyama beneficially owns 20,053 shares of Burke & Herbert Financial Services Corp. common stock directly.

Did the BHRB CFO pay any cash for the 5,984 shares reported?

No cash was paid for these shares; the Form 4 lists a transaction price of $0, consistent with shares received through an equity incentive award rather than an open-market purchase.