MADDY H CHARLES III 4

What Happened
Maddy H. Charles III, President and Director of Burke & Herbert Financial Services Corp. (BHRB), was granted 5,720 performance-based restricted stock units (PRSUs) on 2026-01-22. The award was reported as an acquisition at $0.00 (no cash paid). The PRSUs do not convert to actual shares until they vest per the plan terms.

Key Details

• Transaction date: 2026-01-22; filing date: 2026-01-23 (timely filing).
• Amount: 5,720 PRSUs granted; acquisition price reported $0.00.
• Vesting: Award vests in three annual installments beginning May 3, 2026, subject to continued employment.
• Settlement: Each vested PRSU will be settled in shares of BHRB common stock within 60 days of the vesting date.
• Plan: Granted under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan (adopted May 1, 2024).
• Shares owned after transaction: not disclosed in the filing.

Context
PRSUs are a form of deferred, performance-based compensation; they represent a potential future issuance of stock rather than an immediate purchase or sale. Such awards are common for executives and indicate compensation alignment with future performance and tenure, but do not by themselves signal an immediate change in insider buying or selling.