Sec Form 4 Filing - Markwood Julie R @ Burke & Herbert Financial Services Corp. - 2024-05-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Markwood Julie R 2. Issuer Name and Ticker or Trading Symbol Burke & Herbert Financial Services Corp. [ BHRB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 100 SOUTH FAIRFAX STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2024 (Street) ALEXANDRIA, VA22313 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/03/2024 A 2,046 A 2,046 D Common Stock 05/03/2024 A 6,854 A 6,854 I By ESOP Trust ( 2 ) Common Stock 05/03/2024 A 127 A 127 I As Custody for Children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Settled Appreciation Rights $ 51.58 05/03/2024 A 1,413 02/09/2017( 3 ) 02/09/2027 Common Stock 1,413 $ 51.58 1,413 D Stock Settled Appreciation Rights $ 47.47 05/03/2024 A 2,939 02/07/2019( 3 ) 02/07/2029 Common Stock 2,939 $ 47.47 2,939 D Stock Settled Appreciation Rights $ 43.33 05/03/2024 A 2,954 07/15/2021( 3 ) 07/15/2031 Common Stock 2,954 $ 43.33 2,954 D Stock Settled Appreciation Rights $ 52.29 05/03/2024 A 2,841 02/09/2023( 3 ) 02/09/2033 Common Stock 2,841 $ 52.29 2,841 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Markwood Julie R 100 SOUTH FAIRFAX STREET ALEXANDRIA, VA22313 Chief Accounting Officer Signatures /s/ Kirtan Parikh, as Attorney-in-Fact for Julie R. Markwood 05/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The Summit ESOP was terminated pursuant to the Merger Agreement. ( 3 )Represents stock appreciation rights ("SARs") that were converted from Summit SARs into Burke & Herbert SARs pursuant to the Merger Agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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