BOYLE DAVID P 4

What Happened
David P. Boyle, Chair, CEO and a director of Burke & Herbert Financial Services Corp. (BHRB), was granted 13,067 performance-based restricted stock units (PRSUs) on 2026-01-22. The Form 4 reports the award at $0.00 per unit (i.e., no cash paid at grant). The PRSUs will convert to common shares if and when they vest; each vested PRSU will be settled in one share within 60 days of the vesting date.

Key Details

• Transaction date: 2026-01-22; reported on Form 4 filed 2026-01-23 (timely filing).
• Grant: 13,067 PRSUs; grant price shown as $0.00 (award/grant code A).
• Vesting: Award vests in three annual installments beginning May 3, 2026, subject to continued employment through each vesting date.
• Settlement: Each vested PRSU will be settled in shares of Burke & Herbert common stock within 60 days of vesting.
• Plan: Award made under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan (adopted May 1, 2024).
• Shares owned after transaction: not specified in the provided filing excerpt.

Context
This is an equity award (deferred/contingent compensation), not an open-market purchase or sale. Because vesting is tied to continued employment (and potentially performance), these units do not represent immediately tradeable shares and are a long-term incentive rather than an immediate bullish or bearish trading signal.