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Rowan Shannon Barrow reported acquisition or exercise transactions in this Form 4 filing.
Burke & Herbert Financial Services Corp. executive Rowan Shannon Barrow, EVP of Wealth Services, received an equity award in the form of 1,000 time-based restricted stock units of common stock. The award vests in three equal annual installments, conditioned on continued employment through each vesting date.
Each restricted stock unit will be settled in one share of Burke & Herbert Financial Services Corp. common stock when it vests, increasing Barrow’s direct equity stake over time. Following this grant, Barrow directly holds 5,060 shares of the company’s common stock.
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.
Burke & Herbert Financial Services Corp. plans to acquire LINKBANCORP, Inc. in an all‑stock merger. LNKB shareholders will receive 0.1350 shares of Burke & Herbert common stock for each LNKB share, with cash paid instead of fractional shares.
Based on recent Nasdaq prices cited, this values LNKB at about $8.56–$9.38 per share, or roughly $323–$354 million in aggregate. Burke & Herbert expects to issue approximately 5.1 million shares, after which former LNKB holders are estimated to own about 25% of the combined company and existing Burke & Herbert shareholders about 75%.
Special virtual shareholder meetings for both companies are scheduled for March 25, 2026, where each will vote on the merger and a possible adjournment. Both boards unanimously recommend voting “FOR” their respective merger and adjournment proposals. The transaction is intended to qualify as a tax‑free reorganization for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. Neither Burke & Herbert nor LNKB shareholders have appraisal or dissenters’ rights in connection with the merger.
Burke & Herbert Financial Services Corp. officer Patrick K. Huffman filed an amended insider trading report to correct a previous mistake. The earlier filing incorrectly showed an award of 950 time-vested restricted stock units as if they had already been granted.
The explanation clarifies that this RSU award will not be effective until May 3, 2026, and the units vest in three annual installments beginning on that date. As of January 22, 2026, Huffman beneficially owned 1,000 shares of common stock, which is what the updated Form 4/A reflects.
Burke & Herbert Financial Services Corp. officer Robert V. Hintelmann, Jr., Chief Credit Officer, filed an amended insider transaction report to correct a prior error. A previously reported award of 2,850 time-vested restricted stock units was mistakenly shown as if already granted.
The explanation clarifies that this RSU award will not be effective until May 3, 2026. As of January 22, 2026, the reporting person beneficially owned 3,500 shares of common stock directly, with no effective change in actual ownership from a true transaction.
Burke & Herbert Financial Services Corp. announced that H. Charles Maddy III will retire as President and will not stand for re-election as a director at the 2026 annual meeting, with his retirement effective June 30, 2026. The company states his decision is not due to any disagreement over operations or policies, and he will remain a director of Burke & Herbert Bank & Trust Company and Chair of the Burke & Herbert Bank Foundation.
The board anticipates appointing Executive Vice President and CFO Roy E. Halyama as successor President of both the company and the bank after the 2026 annual meeting. The Compensation Committee also approved a new 2026 incentive plan with annual cash and long-term equity incentives for leadership. For 2026, target incentives as a percentage of base salary are 80% short-term and 120% long-term for David P. Boyle, 70% and 90% for Halyama, and 100% short-term and 0% long-term for Maddy.
The annual plan ties payouts to fully diluted EPS (35% weight), ROE on a GAAP basis (30%), non-performing assets (15%), and customer service/NPS plus strategic and individual goals (20). Long-term awards are an equal mix of time-based RSUs and performance-based RSUs, with potential share awards for Boyle of 9,740 RSUs and 0–19,480 PRSUs depending on results, and for Halyama of 3,650 RSUs and 0–7,300 PRSUs.
Burke & Herbert Financial Services Corp. plans an all-stock acquisition of LINKBANCORP, Inc. in a bank holding company merger. LNKB shareholders would receive 0.1350 shares of Burke & Herbert common stock for each LNKB share, with cash paid only in lieu of fractional shares. Based on Burke & Herbert’s $69.45 Nasdaq closing price on December 17, 2025, the exchange ratio implied approximately $9.38 per LNKB share, or about $354.2 million in aggregate consideration.
After closing, LNKB will cease to exist as a public company and LINKBANK will merge into Burke & Herbert Bank & Trust Company. Former LNKB shareholders are expected to own about 25% of the combined company, with existing Burke & Herbert shareholders owning about 75%. Both companies will hold virtual special meetings in 2026 to vote on the merger and related adjournment proposals. Neither set of shareholders has appraisal or dissenters’ rights. The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes, except for cash received instead of fractional shares, and remains subject to shareholder and regulatory approvals.
Burke & Herbert Financial Services Corp. EVP and Chief Risk Officer Jennifer P. Schmidt reported receiving an equity award tied to the company’s merger incentive plan. On January 22, 2026, she acquired 1,074 shares of common stock at a price of $0, increasing her directly held stake to 3,547 common shares after the transaction.
The award represents performance-based restricted stock units (PRSUs) granted under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan adopted May 1, 2024. These PRSUs will vest in three annual installments beginning on May 3, 2026, subject to her continued employment through each vesting date. Each vested PRSU will be settled in shares of Burke & Herbert Financial Services Corp. common stock within 60 days of the applicable vesting date.
Burke & Herbert Financial Services Corp. reported that EVP, Wealth Services, Shannon B. Rowan received an award of 834 performance-based restricted stock units (PRSUs) on January 22, 2026 under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan. The PRSUs were granted at a price of $0 per share as equity compensation, increasing Rowan’s directly held common stock to 4,060 shares after the transaction.
The award will vest in three annual installments beginning on May 3, 2026, as long as Rowan remains employed through each vesting date. Each vested PRSU will be settled in Burke & Herbert Financial Services Corp. common stock within 60 days after the applicable vesting date, tying a portion of the executive’s compensation to the company’s long-term performance and continued service.