Form 4: Burke & Herbert Financial Services Director Receives Restricted Stock Unit Grant

Julian Forrest Barnwell Jr., a Director at Burke & Herbert Financial Services Corp., was granted 1,000 restricted stock units as compensation for his service.

Summary

• Julian Forrest Barnwell Jr., a Director of Burke & Herbert Financial Services Corp. (BHRB), acquired 1,000 shares of common stock on May 23, 2025.
• These shares were awarded as restricted stock units (RSUs) for his service as a director, with a transaction price of $0.
• The RSUs are set to vest on the first anniversary of the grant date (May 23, 2026), contingent upon continued service and satisfaction of attendance requirements.
• Upon vesting, the units will be settled in shares of the Issuer's common stock on a one-for-one basis.
• Following this transaction, Mr. Barnwell beneficially owns a total of 401,963 shares of common stock, comprising 21,580 shares held directly and 380,383 shares held indirectly through various trusts (Barnwell Family Trust, Barnwell Charitable Lead Trust, Patricia Barnwell Irrevocable Trust, and Julian F Barnwell, Jr Irrevocable Trust).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It's a routine compensation event that aligns director interests with shareholders, which is generally viewed favorably, but it doesn't indicate significant operational or financial news.

Positives

• The grant of restricted stock units aligns the director's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The vesting schedule encourages continued service and commitment from the director.

Risks

• The value of the restricted stock units is subject to the future performance of Burke & Herbert Financial Services Corp.'s common stock, meaning the actual value realized by the director could be lower than anticipated if the stock price declines.

Future Outlook

The 1,000 restricted stock units granted to Director Julian Forrest Barnwell Jr. are expected to vest on May 23, 2026, subject to his continued service and meeting attendance requirements, converting into common stock on a one-for-one basis.

Industry Context

This transaction is a routine insider compensation event common across publicly traded companies, including those in the financial services sector, where equity grants are used to incentivize and retain directors and executives.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) as a component of director compensation is a common practice in the financial services industry and aligns with corporate governance best practices aimed at linking executive and director incentives to shareholder value creation.
• While specific comparable companies or projects are not detailed in this filing, RSU grants are standard across financial institutions like Truist Financial Corporation (TFC), PNC Financial Services Group (PNC), and Capital One Financial Corporation (COF) for their non-employee directors, typically varying in size based on company scale and board responsibilities.

Corporate Governance

Related Party Transactions

• Julian Forrest Barnwell Jr. holds shares indirectly through various family trusts, including the Barnwell Family Trust, Barnwell Charitable Lead Trust, Patricia Barnwell Irrevocable Trust, and Julian F Barnwell, Jr Irrevocable Trust, indicating related party beneficial ownership.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's incentives with shareholder interests, potentially leading to better long-term decision-making.
• Employees: No direct impact on employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• The 1,000 restricted stock units are expected to vest on May 23, 2026, converting into common stock.

Key Dates

Keywords

Burke & Herbert Financial Services Corp., BHRB, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Director Compensation, Beneficial Ownership, Equity Grant, Corporate Governance