Freeman Danyl R 4

What Happened
Danyl R. Freeman, Chief Human Resources Officer of Burke & Herbert Financial Services Corp. (BHRB), was granted 900 time‑based restricted stock units (RSUs) on January 22, 2026. The award was recorded at $0.00 per share (an equity compensation grant), and each RSU will be settled in one share of common stock upon vesting. This is a compensation award, not an open‑market purchase or sale.

Key Details

• Transaction date: 2026-01-22; Grant/award (code A) of 900 RSUs at $0.00 per RSU.
• Vesting: 900 RSUs vest in three equal annual installments (300 RSUs each year), contingent on continued employment. (Footnote F1)
• Settlement: Each RSU will be settled in one share of Burke & Herbert common stock upon vesting.
• Shares owned after transaction: Not disclosed in the filing.
• Filing date: 2026-02-19 for a 2026-01-22 grant — the Form 4 was filed well after the usual 2‑business‑day reporting window.

Context
RSU grants are a form of executive compensation intended to align management with shareholders and incentivize retention; they do not necessarily signal immediate buying or selling intent. Vesting is time‑based and conditioned on continued employment, so the actual transfer of shares (and any market impact) will occur only as the RSUs vest.