Rowan Shannon Barrow 4

What Happened Rowan Shannon Barrow, Executive Vice President, Wealth Services, received an award of 834 performance-based restricted stock units (PRSUs) on 2026-01-22 (transaction code A). The grant was reported at a grant price of $0.00 (total reported acquisition value $0). The PRSUs will convert to common shares if and when they vest.

Key Details

• Transaction date: 2026-01-22; Form 4 filed: 2026-01-23 (timely filing).
• Grant size and price: 834 PRSUs @ $0.00 (reported acquisition 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 Financial Services Corp. common stock within 60 days of the applicable vest date.
• 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 filing.

Context PRSUs are conditional awards that convert to actual shares only if vesting and performance/employment conditions are met; they are not an immediate purchase of stock. Because this is a compensation award (not an open-market buy or sale), it primarily reflects company compensation decisions rather than a direct buying/selling signal by the insider.