Form 4: Burke & Herbert President Exercises SSARs, Adjusts Holdings

H. Charles Maddy III, President and Director of Burke & Herbert Financial Services Corp., reported the exercise of stock settled appreciation rights and subsequent share dispositions for tax purposes.

Summary

• H. Charles Maddy III, President and Director of Burke & Herbert Financial Services Corp. (BHRB), exercised 15,616 Stock Settled Appreciation Rights (SSARs) at an exercise price of $43.33 per share on February 10, 2026.
• Following the exercise, 11,537 shares of common stock were disposed of at $69.62 per share on February 10, 2026, to cover tax liabilities.
• After these transactions, Maddy III directly holds 44,629 shares of common stock.
• Indirect beneficial ownership includes 19,592 shares held by a spouse and 16,884 shares held in an IRA.
• A previous Form 4 filed on January 27, 2025, and amended on March 11, 2025, incorrectly reported 16,885 shares in a 401(k) from the Summit ESOP; this filing clarifies that 16,884 shares were rolled over into an IRA.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it represents an executive realizing value from their compensation, which is a normal course of business. The disposition for tax purposes is a standard practice.

Positives

• Exercise of 15,616 Stock Settled Appreciation Rights (SSARs) indicates value realization from previously granted equity awards.
• The exercise price of $43.33 for the SSARs is significantly lower than the disposition price of $69.62, suggesting a profitable transaction for the insider.

Negatives

• Disposition of 11,537 shares of common stock reduces direct beneficial ownership, although this was for tax liability related to the SSAR exercise.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving the exercise of equity awards and subsequent tax-related dispositions, are common occurrences in the financial services industry as executives realize value from their compensation plans. These transactions are generally not indicative of broader industry trends but rather individual compensation events.

Stakeholder Impact

• Shareholders: The transactions represent a routine insider compensation event and do not significantly alter the company's operational or financial standing. The slight reduction in direct insider holdings due to tax-related sales is a common occurrence.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to equity compensation and tax obligations, specifically the exercise of SSARs and subsequent share sales. These events are generally pre-planned and do not reflect a change in the company's fundamental outlook or the insider's long-term conviction. Therefore, it does not provide a basis for a change in investment recommendation, suggesting a 'hold' position is appropriate based solely on this filing.

Keywords

Burke & Herbert Financial Services, BHRB, Form 4, Insider Trading, Stock Settled Appreciation Rights, SSARs, Equity Compensation, H. Charles Maddy III, Director, President, Share Disposition, Tax Withholding, Beneficial Ownership