BOYLE DAVID P 4

What Happened

• David P. Boyle, Chair & CEO and director of Burke & Herbert Financial Services Corp. (BHRB), had 3,361 restricted stock units (RSUs) convert into common shares on Jan 19, 2026. Of those, 1,736 shares were withheld/treated as a tax payment at $64.67 per share, totaling $112,267. Net shares retained from this vesting were 1,625 shares.
• This was a vesting/conversion of awards (not an open-market buy or motivated sale). The withholding is a routine sell-to-cover/tax payment rather than a market sale for investment purposes.

Key Details

• Transaction date: 2026-01-19; Form 4 filed: 2026-01-22.
• Conversion: 3,361 RSUs converted to 3,361 common shares (code M). Tax withholding: 1,736 shares withheld/used to satisfy tax liability at $64.67/share = $112,267 (code F).
• Net shares retained from this grant: 3,361 − 1,736 = 1,625 shares.
• Footnotes: RSUs convert one-for-one into common stock (F1). These RSUs were granted on Jan 19, 2023 and vested on Jan 19, 2026 contingent on continued service (F2).
• The filing reports the vesting and withholding; total shares owned by Boyle after the transaction are not specified in this filing.

Context

• This is a standard RSU vesting event with a sell-to-cover for taxes (common practice). The Form 4 uses derivative-conversion reporting (code M) for the RSU-to-stock conversion and code F to show shares used to pay tax withholding. This does not necessarily indicate a change in the insider’s investment stance.