MADDY H CHARLES III 4

What Happened

• Maddy H. Charles III, President and a Director of Burke & Herbert Financial Services Corp. (BHRB), exercised stock options on 2026-06-25 to acquire 15,934 common shares. The exercise price was $47.47 per share, a total cost/value of $756,387.
• To cover exercise price and/or tax withholding, 12,380 of the acquired shares were surrendered (tax/withholding code F) and reported at a market valuation of $69.29 per share, totaling $857,810. After accounting for the withheld shares, the transaction results in a net increase of 3,554 shares retained by the insider (15,934 acquired − 12,380 withheld).
• The filing also reports the conversion/cancellation of the related derivative instrument (15,934 units) at $0, which commonly accompanies option exercises.

Key Details

• Transaction date: 2026-06-25; SEC filing date: 2026-06-29.
• Exercise: 15,934 shares at $47.47 = $756,387 (code M).
• Withholding/payment: 12,380 shares at $69.29 = $857,810 (code F) surrendered to cover taxes/exercise obligations.
• Net shares retained from this event: +3,554 shares (based on reported acquired vs. withheld amounts).
• Shares owned after the transaction: not specified in the filing.
• No 10b5-1 plan or late-filing flag noted in the provided details.

Context

• This was an options exercise (insider converting options into shares). The surrender of shares to cover taxes/exercise costs is a common, routine outcome of a cashless exercise and does not by itself indicate a buy/sell market sentiment.
• Retail investors should view this primarily as an exercise/compensation event rather than an open-market purchase or sale; the insider did retain a modest net number of shares after withholding.