Kimlel Lauren N. 4

What Happened
Lauren N. Kimlel, Executive Vice President, Branch Banking at Burke & Herbert Financial Services Corp., received an award of 990 performance-based restricted stock units (PRSUs) on January 22, 2026. The grant price is reported as $0.00 (no cash paid). The PRSUs will convert into common shares only as they vest.

Key Details

• Transaction date: 2026-01-22; Form 4 filed: 2026-01-23 (timely filing).
• Transaction type/code: Award/Acquisition (A).
• Units granted: 990 PRSUs; grant price reported $0.00.
• Shares owned after transaction: not disclosed in this filing.
• Footnote: Award granted under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan (adopted May 1, 2024). Vesting: three annual installments beginning May 3, 2026, subject to continued employment. Each vested PRSU will be settled in common stock within 60 days of vesting.
• No 10b5-1 plan, tax-withholding, or sale details are indicated in this filing.

Context
This is a performance-based equity award (retention/incentive), not an open-market purchase or sale. PRSUs only convert to shares if vesting and any performance conditions are met, so this grant does not represent an immediate insider purchase of stock. Such awards are common compensation and retention tools and should be interpreted differently than outright insider buying or selling.