MADDY H CHARLES III 4

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.