MADDY H CHARLES III 4
4 · Burke & Herbert Financial Services Corp. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Burke & Herbert (BHRB) President Maddy H. Charles III Exercises Options
What Happened
Maddy H. Charles III, President and Director of Burke & Herbert Financial Services Corp. (BHRB), exercised 15,616 stock options on 2026-02-10, resulting in the acquisition of 15,616 common shares valued at $676,641 (at $43.33 per share). To cover the exercise price/tax liability, 11,537 shares were withheld/disposed at $69.62 per share, generating proceeds of $803,206. Net shares retained from this transaction: 4,079 shares (15,616 acquired minus 11,537 withheld). This appears to be a routine cashless exercise with withholding to satisfy tax/expense obligations rather than an outright open-market sale as a directional trade.
Key Details
- Transaction date: 2026-02-10; Form filed: 2026-02-11 (timely filing).
- Option exercise (Code M): 15,616 shares @ $43.33 = $676,641 (acquired).
- Tax/withholding (Code F): 11,537 shares @ $69.62 = $803,206 (disposed/withheld).
- Net shares acquired: 4,079.
- Shares owned after transaction: not specified in the provided filing.
- Footnote: a prior Form 4 (Jan 27, 2025; amended Mar 11, 2025) corrected the number of shares rolled into an IRA from a Summit ESOP distribution (should have been 16,884).
- Transaction codes: M = option exercise; F = payment of exercise price/tax withholding.
Context
For option exercises, it's common for insiders to have shares withheld or sold to cover taxes and exercise costs (a cashless exercise). The withholding here used a higher market price ($69.62) than the exercise valuation shown ($43.33), resulting in withheld proceeds that exceeded the exercise valuation. Withholding/sales to cover tax obligations are routine and do not necessarily signal a change in the insider's view of the company.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-02-10$43.33/sh+15,616$676,641→ 56,166 total - Tax Payment
Common Stock
2026-02-10$69.62/sh−11,537$803,206→ 44,629 total - Exercise/Conversion
Stock Settled Appreciation Rights
2026-02-10−15,616→ 0 totalExercise: $43.33From: 2021-07-15Exp: 2031-07-15→ Common Stock (15,616 underlying)
- 19,592(indirect: By Spouse)
Common Stock
- 16,884(indirect: By IRA)
Common Stock
[F1]
Footnotes (1)
- [F1]On January 27, 2025, the reporting person filed a Form 4 which inadvertently reported that he owned 16,885 shares in his 401(k) following the distribution of shares from the Summit Financial Group, Inc. ("Summit") ESOP upon its termination. This Form 4 was amended on March 11, 2025 to report that the 16,885 shares were rolled over into an IRA and not a 401(k) upon distribution of the shares from the Summit ESOP. In fact, as reported in this Form 4, the number of shares rolled over into the IRA upon distribution of the shares from the ESOP was 16,884.