Burke & Herbert (BHRB) CFO receives 3,650 time-based restricted stock units

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. reported that its Executive Vice President and Chief Financial Officer, Roy Eugene Halyama, acquired 3,650 shares in the form of time-based restricted stock units. These RSUs vest in three equal annual installments, and each unit will be settled in one share of common stock.

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

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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		3,650(1)	A	$0	23,703	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 3,650 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 Roy E. Halyama	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 BHRB report for its CFO?

Burke & Herbert Financial Services Corp. reported that its CFO, Roy Eugene Halyama, received 3,650 time-based restricted stock units. These units represent a form of equity compensation that converts into common stock over time, aligning his interests with long-term company performance.

How many restricted stock units did the BHRB CFO receive?

The CFO received an award of 3,650 restricted stock units. These RSUs vest in three equal annual installments, meaning one-third becomes earned each year, and each vested unit will be settled in one share of Burke & Herbert Financial Services Corp. common stock.

How do the BHRB CFO’s restricted stock units vest?

The 3,650 restricted stock units vest in three equal annual installments. Vesting is contingent on the CFO’s continued employment through each vesting date, which spreads the compensation over multiple years and encourages retention at Burke & Herbert Financial Services Corp.

What does each BHRB restricted stock unit convert into?

Each restricted stock unit converts into one share of Burke & Herbert Financial Services Corp. common stock. Settlement occurs as the units vest over three years, turning this stock-based award into actual share ownership for the CFO over time.

Did the BHRB CFO pay cash for the awarded shares?

The Form 4 shows the transaction price per share as 0.0000, indicating this was a compensation grant rather than an open-market purchase. The CFO receives the shares as part of his equity-based compensation package through restricted stock units.

How did this award affect the BHRB CFO’s reported share holdings?

Following the reported award, total common stock holdings attributed to the CFO are 23,703 shares. This figure reflects his position after the RSU grant, as disclosed in the Form 4, and represents his direct ownership in Burke & Herbert Financial Services Corp.