STOCK TITAN

Burke & Herbert (BHRB) director receives merger stock and option awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. director Diane Poillon reported equity awards tied to the merger of LINKBANCORP into Burke & Herbert effective May 1, 2026. She acquired 1,928 shares of common stock as a grant/award and now holds 1,928 shares directly.

Poillon was also granted 675 stock options for Burke & Herbert common stock, each with a $74.08 exercise price and expiring on June 14, 2029. These options cover 675 underlying common shares and are held directly as part of her director compensation and merger-related equity conversion.

Positive

  • None.

Negative

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Insights

Diane Poillon received stock and options via merger-related awards, not open-market buying.

Director Diane Poillon acquired 1,928 common shares and 675 stock options in Burke & Herbert as grant/award transactions. The footnotes explain these stem from converting her prior LINKBANCORP holdings under a merger agreement effective May 1, 2026, so no cash purchase occurred.

The options have a $74.08 exercise price and expire on June 14, 2029, providing long-dated equity exposure. Because these are compensation and merger-conversion entries rather than discretionary market buys or sells, they are typically viewed as routine and carry limited standalone signal for the company’s outlook.

Insider Poillon Diane
Role null
Type Security Shares Price Value
Grant/Award Stock Options 675 $0.00 --
Grant/Award Common Stock 1,928 $0.00 --
Holdings After Transaction: Stock Options — 675 shares (Direct, null); Common Stock — 1,928 shares (Direct, null)
Footnotes (1)
  1. Pursuant to the Agreement and Plan of Merger dated December 18, 2025 (the "Merger Agreement") by and between LINKBANCORP, Inc. ("LNKB") and BHRB, effective May 1, 2026 (the "Closing Date") LNKB merged into BHRB (the "merger") with BHRB surviving. Pursuant to the Merger Agreement, each of the Reporting Person's 14,285 directly held shares of LNKB common stock outstanding at the Closing Date was converted into the right to receive 0.1350 shares of BHRB common stock, with cash to be received in lieu of fractional shares Pursuant to the Merger Agreement by and between LNKB and BHRB, effective as of the Closing Date, each of the Reporting Person's LNKB options outstanding at the Closing Date were converted into the right to receive an option of Burke & Herbert, subject to the same terms and conditions as applied to the corresponding LNKB Option immediately prior to the Closing Date, as adjusted pursuant to the Merger Agreement.
Common shares acquired 1,928 shares Grant/award acquisition on May 1, 2026; total shares after transaction
Stock options granted 675 options Grant/award acquisition on May 1, 2026; underlying common stock
Option exercise price $74.08 per share Burke & Herbert stock options converted from LNKB options
Option expiration date June 14, 2029 Expiration for 675 Burke & Herbert stock options
LNKB shares converted 14,285 shares Directly held LINKBANCORP shares converted at 0.1350 BHRB per share
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger dated December 18, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Agreement regulatory
"Pursuant to the Merger Agreement, each of the Reporting Person's 14,285 directly held shares"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Stock Options financial
"Stock Options, transaction code A, derivative, 675.0000 shares"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
exercise price financial
"conversion_or_exercise_price: "74.0800""
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
fractional shares financial
"with cash to be received in lieu of fractional shares"
Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.
SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Poillon Diane

(Last)(First)(Middle)
100 SOUTH FAIRFAX STREET

(Street)
ALEXANDRIA VIRGINIA 22314

(City)(State)(Zip)

UNITED STATES

(Country)
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026A1,928(1)A(1)1,928D
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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options$74.08(2)05/01/2026(2)A675(2)06/14/2020(2)06/14/2029(2)Common Stock675(2)(2)675(2)D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger dated December 18, 2025 (the "Merger Agreement") by and between LINKBANCORP, Inc. ("LNKB") and BHRB, effective May 1, 2026 (the "Closing Date") LNKB merged into BHRB (the "merger") with BHRB surviving. Pursuant to the Merger Agreement, each of the Reporting Person's 14,285 directly held shares of LNKB common stock outstanding at the Closing Date was converted into the right to receive 0.1350 shares of BHRB common stock, with cash to be received in lieu of fractional shares
2. Pursuant to the Merger Agreement by and between LNKB and BHRB, effective as of the Closing Date, each of the Reporting Person's LNKB options outstanding at the Closing Date were converted into the right to receive an option of Burke & Herbert, subject to the same terms and conditions as applied to the corresponding LNKB Option immediately prior to the Closing Date, as adjusted pursuant to the Merger Agreement.
Remarks:
/s/ Matthew Rucker, as Attorney-in-Fact for Diane Poillon05/01/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Diane Poillon acquire in Burke & Herbert (BHRB) according to this Form 4?

Diane Poillon acquired 1,928 shares of Burke & Herbert common stock and 675 stock options. The filing classifies both as grant or award acquisitions, reflecting equity she received rather than stock bought in the open market.

How is the LINKBANCORP merger described in Diane Poillon’s BHRB Form 4?

The footnotes state that under an Agreement and Plan of Merger, LINKBANCORP merged into Burke & Herbert effective May 1, 2026. Poillon’s LNKB shares and options were converted into Burke & Herbert stock and options based on the merger’s agreed exchange terms.

What exchange ratio applied to Diane Poillon’s LINKBANCORP shares in the BHRB merger?

Each of Diane Poillon’s directly held 14,285 LNKB shares was converted into the right to receive 0.1350 Burke & Herbert shares, with cash paid instead of fractional shares. This ratio, disclosed in the footnote, determined her resulting Burke & Herbert common stock position.

What are the key terms of Diane Poillon’s Burke & Herbert stock options reported on this Form 4?

Poillon holds 675 Burke & Herbert stock options with a $74.08 exercise price, expiring on June 14, 2029. These options were issued by converting her prior LINKBANCORP options, keeping substantially the same terms and conditions after the merger.

Is Diane Poillon’s BHRB Form 4 transaction an open-market stock purchase or sale?

No. The Form 4 classifies both transactions under code A as grant, award, or other acquisition. The footnotes explain the new shares and options arose from the merger conversion of her LINKBANCORP equity, rather than from buying or selling stock in the market.

How many Burke & Herbert common shares does Diane Poillon own after this Form 4?

After these transactions, Diane Poillon directly owns 1,928 shares of Burke & Herbert common stock. The Form 4 shows this figure as her total non-derivative shares following the reported merger-related grant and reflects her post-merger direct share position.