MADDY H CHARLES III 4

What Happened

• Maddy H. Charles III, President and Director of Burke & Herbert Financial Services Corp. (BHRB), exercised stock options on 2026-06-29. He exercised two option tranches for a total of 22,724 common shares: 7,901 shares at an exercise price implied by the filing of $51.58 (cost $407,534) and 14,823 shares at $52.29 (cost $775,095). Total cash paid on exercise: $1,182,629.
• To satisfy tax and/or exercise-price withholding, 18,354 of the newly acquired shares were surrendered/withheld at a reported value of $71.44 per share (total value $1,311,210). After withholding, the net shares remaining from this exercise equal 4,370 shares. The filing shows corresponding derivative positions cancelled (reported as disposed at $0) upon conversion.

Key Details

• Transaction date: June 29, 2026; Form 4 filed June 30, 2026 (timely).
• Exercise details: 7,901 shares @ $51.58 = $407,534 (M); 14,823 shares @ $52.29 = $775,095 (M).
• Withholding/tax/assignment: 18,354 shares @ $71.44 = $1,311,210 (code F).
• Derivative cancellations: 7,901 and 14,823 option units reported disposed at $0 (conversion of derivatives).
• Shares owned after the transaction: not specified in the filing; net shares retained from this exercise = 4,370.
• Transaction codes: M = option exercise/conversion; F = payment of exercise price or tax liability (share withholding).

Context

• This was an option exercise with the company withholding most of the acquired shares to cover taxes/exercise obligations (a form of cashless exercise/share surrender). That is a routine administrative step rather than an open-market sale.
• Such exercises increase insider exposure only to the extent shares remain after withholding; here the net addition was 4,370 shares. The filing is informational — it does not by itself indicate the insider’s future view of the stock.