Burke & Herbert (BHRB) president awarded 5,720 PRSUs in merger plan

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. reported that President and director H. Charles Maddy III received an award of 5,720 performance-based restricted stock units (PRSUs) of common stock on January 22, 2026 at a price of $0 per share. The award was granted under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan adopted May 1, 2024.

The PRSUs will vest in three annual installments beginning on May 3, 2026, subject to his continued employment through each vesting date, and each vested PRSU will be settled in shares of Burke & Herbert Financial Services Corp. common stock within 60 days of vesting. Following this grant, Maddy directly beneficially owned 40,550 common shares, with an additional 19,592 shares held indirectly by his spouse and 16,885 shares held 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

OMB Number:			3235-0287
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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^*

MADDY H CHARLES III

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

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		5,720(1)	A	$0	40,550	D
Common Stock								19,592	I	By Spouse
Common Stock								16,885	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 5,720 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 H. Charles Maddy III	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 BHRB report for H. Charles Maddy III?

Burke & Herbert Financial Services Corp. reported that President and director H. Charles Maddy III received an award of 5,720 performance-based restricted stock units (PRSUs) of common stock on January 22, 2026 at a price of $0 per share.

What plan governs the 5,720 PRSU award reported by BHRB?

The 5,720 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 BHRBs president vest?

The PRSUs will vest in three annual installments beginning on May 3, 2026, and vesting is conditioned on the reporting persons continued employment through each applicable vesting date.

How will the PRSUs be settled for Burke & Herberts president?

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

How many BHRB shares does H. Charles Maddy III own directly after this grant?

After the reported grant, H. Charles Maddy III directly beneficially owned 40,550 shares of Burke & Herbert Financial Services Corp. common stock.

What indirect BHRB shareholdings are associated with H. Charles Maddy III?

In addition to his direct holdings, there are 19,592 Burke & Herbert common shares held indirectly by his spouse and 16,885 shares held indirectly through an IRA.