Form 4: Burke & Herbert EVP Awarded Performance Stock Units

Burke & Herbert Financial Services EVP Robert S. Tissue received an award of 3,080 performance-based restricted stock units.

Summary

• Robert S. Tissue, Executive Vice President of Financial Strategy at Burke & Herbert Financial Services Corp. (BHRB), was awarded 3,080 performance-based restricted stock units (PRSUs).
• The award was granted on January 22, 2026, under the Burke & Herbert Bank 2024 2025 Merger Incentive Plan, which was adopted on May 1, 2024.
• These PRSUs will vest in three annual installments, with the first vesting date scheduled for May 3, 2026.
• Vesting is contingent upon Mr. Tissue's continued employment through each applicable vesting date.
• Each vested PRSU will be settled in shares of Burke & Herbert Financial Services Corp. common stock within 60 days of the vested date.
• Following this transaction, Mr. Tissue beneficially owns 50,740 shares directly and 373 shares indirectly through his spouse.

Sentiment

Score: 6

Explanation: The filing reports a routine executive compensation event (stock award) which is generally a positive for aligning management incentives with shareholder interests, but it does not contain information that would significantly alter the company's immediate financial outlook or operations.

Positives

• The award of performance-based restricted stock units aligns executive incentives with long-term company performance and shareholder interests.
• The establishment of the 2024-2025 Merger Incentive Plan indicates a structured approach to executive compensation and retention following a merger.

Risks

• The vesting of the PRSUs is subject to the reporting person's continued employment, meaning the executive could forfeit unvested units if employment ceases.

Future Outlook

The award of performance-based restricted stock units is designed to incentivize the EVP of Financial Strategy, Robert S. Tissue, to contribute to the company's long-term success, with vesting tied to continued employment and future performance over three annual installments starting in May 2026.

Industry Context

The granting of performance-based restricted stock units is a common practice in the financial services industry for executive compensation, aiming to align management's interests with shareholder value creation, particularly in the context of post-merger integration and incentive plans.

Comparison to Industry Standards

• The use of performance-based restricted stock units (PRSUs) is a standard executive compensation tool across the financial sector, similar to practices at regional banks like Old National Bancorp or First Financial Bancorp, which often tie executive incentives to long-term performance metrics and retention.

Corporate Governance

Stakeholder Impact

• Shareholders: The award of performance-based stock units aims to align executive interests with shareholder value creation, potentially leading to improved long-term performance.
• Employees: The Merger Incentive Plan provides a framework for executive compensation, which can influence overall compensation philosophy and morale within the company.

Next Steps

• The performance-based restricted stock units will begin vesting in three annual installments starting May 3, 2026.
• Vested PRSUs will be settled in shares of common stock within 60 days of each vesting date.

Key Dates

Keywords

BHRB, Burke & Herbert Financial Services, Robert S. Tissue, Executive Compensation, Restricted Stock Units, Performance-Based Awards, Insider Transaction, SEC Form 4, Merger Incentive Plan