Burke & Herbert (BHRB) EVP awarded 600 restricted stock units in Form 4

Rhea-AI Filing Summary

Kimlel Lauren N. reported acquisition or exercise transactions in this Form 4 filing.

Burke & Herbert Financial Services Corp. executive Lauren N. Kimlel, EVP of Branch Banking, received an equity award in the form of 600 time-based restricted stock units of common stock. The award was granted at no cash cost and represents additional compensation rather than an open-market purchase.

The 600 RSUs will vest in three equal annual installments, subject to Kimlel’s continued employment through each vesting date. After this grant, Kimlel’s directly owned common stock holdings total 3,718 shares, aligning her compensation more closely with the company’s long-term performance.

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

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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^*

Kimlel Lauren N.

(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, Branch Banking

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		600(1)	A	$0	3,718	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 600 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 Lauren N. Kimlel	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 did Burke & Herbert (BHRB) report in this Form 4 filing?

Burke & Herbert reported that EVP of Branch Banking, Lauren N. Kimlel, received an award of 600 time-based restricted stock units. This equity grant increases her stock-based compensation and ties part of her pay to the company’s future share performance over several years.

How many Burke & Herbert (BHRB) shares did the executive acquire?

The executive was granted 600 time-based restricted stock units of Burke & Herbert common stock. These units will convert into shares over time as they vest, meaning the executive’s effective ownership stake will increase gradually if employment continues through each vesting date.

Was the Burke & Herbert (BHRB) Form 4 transaction an open-market stock purchase?

No, the Form 4 shows a grant of 600 restricted stock units, not an open-market stock purchase. The award was given at a stated price of $0.0000 per share as part of compensation, vesting over three years based on continued employment with the company.

What is the vesting schedule for the Burke & Herbert (BHRB) RSU award?

The 600 restricted stock units will vest in three equal annual installments. Each installment requires the executive to remain employed through the applicable vesting date. Once vested, each RSU will be settled in one share of Burke & Herbert common stock, increasing actual share ownership.

How many Burke & Herbert (BHRB) shares does the executive own after this grant?

Following the reported transaction, the executive directly holds 3,718 shares of Burke & Herbert common stock. This figure reflects ownership after accounting for the RSU grant. As the 600 RSUs vest over time, they will be settled in additional shares, further increasing direct holdings.

What does transaction code "A" mean in the Burke & Herbert (BHRB) Form 4?

Transaction code "A" in this Form 4 indicates a grant, award, or other acquisition of securities. Here, it refers to 600 time-based restricted stock units granted to the executive as compensation, rather than a purchase or sale in the open market or through a discretionary trade.