Burke & Herbert (BHRB) COO awarded 1,980 PRSUs under merger plan

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. Chief Operating Officer Joseph Hager reported receiving an award of 1,980 performance-based restricted stock units (PRSUs) on common stock at a grant price of $0. The PRSUs were granted 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, as long as Hager remains employed through each vesting date, and each vested PRSU will be settled in a share of Burke & Herbert Financial Services Corp. common stock within 60 days of vesting. Following this grant, Hager beneficially owns 6,173 shares of common stock directly and 1,317 shares indirectly through an IRA.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hager Joseph

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,980	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 6,173 shares (Direct); Common Stock — 1,317 shares (Indirect, By IRA)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Hager Joseph

(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 Operating 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		1,980(1)	A	$0	6,173	D
Common Stock								1,317	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 1,980 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 Joseph W. Hager	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 Chief Operating Officer Joseph Hager?

The filing shows that Chief Operating Officer Joseph Hager received an award of 1,980 performance-based restricted stock units (PRSUs) on Burke & Herbert Financial Services Corp. common stock at a grant price of $0.

Under which plan were the 1,980 PRSUs for BHRB's COO granted?

The 1,980 PRSUs were granted under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan, which was adopted on May 1, 2024.

How and when do the PRSUs granted to BHRB's COO vest?

The award vests in three annual installments beginning on May 3, 2026, and each installment requires the COO’s continued employment through its vesting date.

How will the PRSUs for BHRB's COO be settled once vested?

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

How many BHRB shares does the COO beneficially own after this award?

After the reported transaction, the COO beneficially owns 6,173 shares of Burke & Herbert Financial Services Corp. common stock directly and 1,317 shares indirectly by IRA.

What role does Joseph Hager hold at Burke & Herbert Financial Services Corp.?

According to the filing, Joseph Hager serves as Chief Operating Officer of Burke & Herbert Financial Services Corp.