BHRB (BHRB) president Maddy exercises rights, adjusts direct and IRA stakes

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. president and director H. Charles Maddy III reported equity transactions in company stock. On February 10, 2026, he exercised 15,616 stock-settled appreciation rights at $43.33 per share into common stock. A separate transaction coded F on the same date shows the disposition of 11,537 common shares at $69.62 per share, leaving 44,629 common shares owned directly.

In addition, he reports indirect ownership of 19,592 common shares held by his spouse and 16,884 common shares held in an IRA. A footnote clarifies that this IRA position reflects a corrected rollover amount of 16,884 shares from a prior employee stock ownership plan distribution.

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
Estimated average burden
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)
02/10/2026

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	02/10/2026		M		15,616	A	$43.33	56,166	D
Common Stock	02/10/2026		F		11,537	D	$69.62	44,629	D
Common Stock								19,592	I	By Spouse
Common Stock								16,884(1)	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
Stock Settled Appreciation Rights	$43.33	02/10/2026		M			15,616	07/15/2021	07/15/2031	Common Stock	15,616	$0	0	D

Explanation of Responses:

1. On January 27, 2025, the reporting person filed a Form 4 which inadvertently reported that he owned 16,885 shares in his 401(k) following the distribution of shares from the Summit Financial Group, Inc. ("Summit") ESOP upon its termination. This Form 4 was amended on March 11, 2025 to report that the 16,885 shares were rolled over into an IRA and not a 401(k) upon distribution of the shares from the Summit ESOP. In fact, as reported in this Form 4, the number of shares rolled over into the IRA upon distribution of the shares from the ESOP was 16,884.

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for H. Charles Maddy III	02/11/2026
	** 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 transactions did BHRB president H. Charles Maddy III report on February 10, 2026?

He reported exercising 15,616 stock-settled appreciation rights at $43.33 per share into Burke & Herbert common stock and a separate F-coded transaction disposing of 11,537 common shares at $69.62 per share, resulting in 44,629 common shares owned directly afterward.

How many BHRB shares does H. Charles Maddy III own directly and indirectly after this Form 4?

After the reported transactions, he owns 44,629 Burke & Herbert common shares directly. Indirectly, he reports 19,592 common shares held by his spouse and 16,884 common shares held in an IRA, according to the ownership table in the filing.

What derivative security did the BHRB Form 4 disclose for H. Charles Maddy III?

The filing discloses stock-settled appreciation rights with an exercise price of $43.33 per share. On February 10, 2026, 15,616 of these derivative rights were exercised into an equal number of Burke & Herbert common shares, leaving zero such derivative securities beneficially owned afterward.

What does the F transaction code represent in the BHRB insider filing?

The Form 4 shows a transaction coded “F” for 11,537 Burke & Herbert common shares at $69.62 per share on February 10, 2026. This code identifies the nature of that disposition in contrast to the “M” code used for the exercise of derivative securities.

How was the reported BHRB IRA share balance corrected in this Form 4?

A footnote explains that an earlier Form 4 mistakenly showed 16,885 shares in a 401(k), later amended to an IRA. This Form 4 further clarifies the correct rollover amount from the Summit ESOP distribution was 16,884 shares into the IRA, not 16,885.

What roles does H. Charles Maddy III hold at Burke & Herbert Financial Services Corp.?

The filing identifies H. Charles Maddy III as both a director and an officer of Burke & Herbert Financial Services Corp., with the officer title of President. He is not marked as a 10% owner in the relationship section of the report.