Danyl R. Freeman - May 3, 2024 Form 4 Insider Report for Burke & Herbert Financial Services Corp. (BHRB)

Role
Chief Human Resources Officer
Signature
/s/ Kirtan Parikh, as Attorney-in-Fact for Danyl R. Freeman
Stock symbol
BHRB
Transactions as of
May 3, 2024
Transactions value $
$466,181
Form type
4
Date filed
5/6/2024, 04:42 PM
Previous filing
Apr 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHRB Common Stock Award +1.52K 1.52K May 3, 2024 Direct F1
transaction BHRB Common Stock Award +6.12K 6.12K May 3, 2024 By ESOP Trust F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BHRB Stock Settled Appreciation Rights Award $65.9K +1.28K $51.58 1.28K May 3, 2024 Common Stock 1.28K $51.58 Direct F3
transaction BHRB Stock Settled Appreciation Rights Award $130K +2.74K $47.47 2.74K May 3, 2024 Common Stock 2.74K $47.47 Direct F3
transaction BHRB Stock Settled Appreciation Rights Award $123K +2.84K $43.33 2.84K May 3, 2024 Common Stock 2.84K $43.33 Direct F3
transaction BHRB Stock Settled Appreciation Rights Award $147K +2.82K $52.29 2.82K May 3, 2024 Common Stock 2.82K $52.29 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of the Agreement and Plan of Reorganization (the "Merger Agreement"), dated as of August 24, 2023, by and between Burke & Herbert Financial Services Corp. ("Burke & Herbert") and Summit Financial Group, Inc. ("Summit"), on May 3, 2024 (the "Closing Date") Summit merged with and into Burke & Herbert (the "Merger"), with Burke & Herbert continuing as the surviving company of the Merger. Pursuant to the Merger Agreement, on the Closing Date each share of Summit common stock held by the reporting person was converted into the right to receive 0.5043 of a share of common stock of Burke & Herbert rounded down to the nearest whole number of shares. The closing price of Burke & Herbert's common stock on May 2, 2024, was $51.67 per share.
F2 The Summit ESOP was terminated pursuant to the Merger Agreement.
F3 Represents stock appreciation rights ("SARs") that were converted from Summit SARs into Burke & Herbert SARs pursuant to the Merger Agreement.