Freeman Danyl R 4

What Happened

• Danyl R. Freeman, Chief Human Resources Officer of Burke & Herbert Financial Services Corp. (BHRB), was granted 704 performance-based restricted stock units (PRSUs) on January 22, 2026. The Form 4 shows the grant price as $0.00 (award, not a purchase), total reported acquisition value $0.
• This is a compensation award (not an open-market purchase or sale). The award vests in three annual installments beginning May 3, 2026, subject to continued employment; each vested PRSU will be settled in shares within 60 days of vesting.

Key Details

• Transaction date: 2026-01-22; reported on Form 4 filed 2026-01-23 (timely filing).
• Grant: 704 PRSUs @ $0.00 (award); reported acquisition value $0.
• Vesting: Three annual installments starting May 3, 2026; settlement in shares within 60 days of each vesting date.
• Shares owned after transaction: Not specified in this filing.
• Footnote: Award made under the Burke & Herbert Bank 2024–2025 Merger Incentive Plan adopted May 1, 2024; PRSUs are performance-based and contingent on continued employment through each vesting date.

Context

• PRSUs are a common form of executive compensation that convert to company shares only if vesting conditions are met (here, time/continued employment and possibly performance). Because this is a grant, it does not reflect an immediate purchase or sale of stock and should be viewed as compensation/retention, not a direct market signal.