Ritchie Bradford E 4

What Happened
Bradford E. Ritchie, Executive Vice President and Chief Lending Officer of Burke & Herbert Financial Services Corp. (BHRB), was granted 2,706 performance-based restricted stock units (PRSUs) on January 22, 2026. The grant price is recorded as $0.00 (award), so no cash was exchanged. The PRSUs will convert to common shares only if and when they vest.

Key Details

• Transaction date: 2026-01-22 (Form 4 filed 2026-01-23). Transaction code: A (award/grant).
• Grant amount: 2,706 PRSUs; reported acquisition price: $0.00; reported value: $0.
• 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 Burke & Herbert common stock within 60 days of the vesting date (per footnote).
• Shares owned after transaction: Not disclosed in the filing.
• Filing timeliness: Reported promptly (filed one day after the reported transaction); not marked late.

Context
PRSUs are a form of equity compensation that do not represent immediately transferable shares; they only convert to stock if vesting conditions are met. Such awards are common for executives and align compensation with long-term performance; they are not the same as open-market purchases or sales and do not by themselves indicate trading intent.