Bradford Ritchie (BHRB) awarded 1,790 restricted stock units in equity grant

Rhea-AI Filing Summary

Ritchie Bradford E reported acquisition or exercise transactions in this Form 4 filing.

Burke & Herbert Financial Services Corp. executive Bradford E. Ritchie, EVP and Chief Lending Officer, received an equity award of 1,790 restricted stock units of common stock. The award was granted at no cash purchase price and represents additional compensation rather than an open-market share purchase.

According to the award terms, the 1,790 time-based restricted stock units will vest in three equal annual installments, as long as Ritchie remains employed through each vesting date. After this grant, his directly held common stock holdings reported in this filing total 23,737 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^*

Ritchie Bradford E

(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 Lending 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		1,790(1)	A	$0	23,737	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 1,790 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 Bradford E. Ritchie	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).
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FAQ

What insider transaction did BHRB executive Bradford Ritchie report on this Form 4?

Bradford E. Ritchie reported receiving an award of 1,790 restricted stock units of Burke & Herbert Financial Services Corp. common stock. This is a stock-based compensation grant, not an open-market purchase, and it increases his reported direct holdings to 23,737 common shares.

Was cash paid for the 1,790 BHRB shares reported in Bradford Ritchie’s Form 4?

No cash was paid for the 1,790 shares reported, as the transaction price per share is listed as $0.0000. The filing describes this as a grant of restricted stock units, meaning it is an equity compensation award rather than a purchase in the market.

How do the 1,790 BHRB restricted stock units granted to Bradford Ritchie vest?

The 1,790 time-based restricted stock units vest in three equal annual installments. Vesting is conditioned on Bradford Ritchie’s continued employment with Burke & Herbert Financial Services Corp. through each vesting date, aligning his compensation with longer-term service at the company.

What will each restricted stock unit become for BHRB executive Bradford Ritchie?

Each restricted stock unit awarded to Bradford Ritchie will be settled in one share of Burke & Herbert Financial Services Corp. common stock. Settlement occurs as the units vest over time, effectively converting the RSUs into actual shares as employment-based vesting conditions are met.

What is Bradford Ritchie’s BHRB share ownership after this Form 4 transaction?

After the reported award, Bradford Ritchie’s direct ownership stands at 23,737 shares of Burke & Herbert Financial Services Corp. common stock. This figure reflects his holdings following the grant of 1,790 restricted stock units disclosed in the Form 4 filing.

Is the BHRB Form 4 for Bradford Ritchie a buy or a grant of shares?

The Form 4 reflects a grant of shares, not a market buy. It is coded as a grant, award, or other acquisition of 1,790 restricted stock units, awarded as equity compensation with a zero-dollar transaction price per share, subject to time-based vesting conditions.