Burke & Herbert (NASDAQ: BHRB) credit chief adds shares through ESPP

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. Chief Credit Officer Robert Victor Hintelmann Jr. acquired 74 shares of common stock on February 28, 2026 at $54.026 per share through the company’s 2023 Employee Stock Purchase Plan. Following this transaction, he directly owns 5,624 common shares.

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^*

Hintelmann Robert Victor Jr.

(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)
	Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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	02/28/2026		A(1)	V	74	A	$54.026	5,624	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. Shares purchased pursuant to the Burke & Herbert Financial Services Corp. 2023 Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of September 1, 2025, through February 28, 2026. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the issuer's common stock on August 29, 2025, which was the lower of the closing price on the (i) start date or (ii) the end date of the applicable purchase period. Because the start date commenced on a non-trading date, the closing price on the immediately preceding trading date was used. These shares were acquired under the ESPP in transactions exempted by Rule 16b-3(c) and Rule 16b-3(d).

Remarks:

	/s/ Matthew Rucker, as Attorney-in-Fact for Robert V. Hintelmann, Jr.	03/04/2026
	** 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’s Chief Credit Officer report on this Form 4?

Burke & Herbert Financial Services Corp.’s Chief Credit Officer Robert Victor Hintelmann Jr. reported acquiring 74 shares of common stock. The shares were obtained through the company’s 2023 Employee Stock Purchase Plan for the purchase period ending February 28, 2026.

At what price were the BHRB shares acquired in the reported Form 4 transaction?

The 74 Burke & Herbert Financial Services Corp. shares were acquired at $54.026 per share. This price reflects the Employee Stock Purchase Plan terms, which use 85% of the applicable closing market price for the designated purchase period.

How many BHRB shares does the insider own after this Form 4 transaction?

After acquiring 74 shares, Robert Victor Hintelmann Jr. directly owns 5,624 shares of Burke & Herbert Financial Services Corp. common stock. This total reflects his updated direct holdings immediately following the Employee Stock Purchase Plan purchase.

What plan was used for the BHRB insider’s February 28, 2026 share acquisition?

The insider obtained the 74 Burke & Herbert Financial Services Corp. shares through the company’s 2023 Employee Stock Purchase Plan. This plan allows eligible employees to purchase stock during set periods under pre-defined pricing terms.

How is the purchase price determined under BHRB’s 2023 Employee Stock Purchase Plan?

The Employee Stock Purchase Plan uses 85% of the closing price of Burke & Herbert Financial Services Corp. common stock on the lower of the start or end date of the purchase period, with an adjustment if the start date is a non-trading day.

Were the BHRB insider’s ESPP share acquisitions exempt under SEC rules?

Yes, the acquisition of 74 Burke & Herbert Financial Services Corp. shares under the Employee Stock Purchase Plan is described as exempt under Rule 16b-3(c) and Rule 16b-3(d), which address certain employee benefit plan transactions.