Eastern Bankshares Inc.

03/05/2026 | Press release | Distributed by Public on 03/05/2026 17:14

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
SHEAHAN DENIS K
2. Issuer Name and Ticker or Trading Symbol
Eastern Bankshares, Inc. [EBC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
125 HIGH STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026
(Street)
BOSTON, MA 02110
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (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)
Code V Amount (A) or (D) Price
Common Stock 03/03/2026 M 34,065(2) A $ 0 34,065 D
Common Stock 03/03/2026 F 15,184 D $19.45 18,881 D
Common Stock 250,781 I By Revocable Trust
Common Stock 33,305 I By IRA
Common Stock 889 I(12) By ESOP
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 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
Restricted Stock Units (1)(2) (3) (3) Common stock 3,232 3,232 D
Restricted Stock Units (1)(2) (4) (4) Common stock 11,241 11,241 D
Restricted Stock Units (1)(2) (5) (5) Common stock 34,544 34,544 D
Restricted Stock Units (1)(2) (6) (6) Common stock 33,721 33,721 D
Restricted Stock Units (1)(2) (7) (7) Common stock 42,221 42,221 D
Restricted Stock Units (8) (9) (9) Common stock 17,215(13) 17,215(13) D
Restricted Stock Units (2) 03/03/2026 M 34,065 (10) (10) Common stock 34,065 $ 0 120,023 D
Restricted Stock Units (8) (11) (11) Common stock 24,340 24,340 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHEAHAN DENIS K
125 HIGH STREET
BOSTON, MA 02110
X Chief Executive Officer

Signatures

/s/ Kathleen R. Henry, by Power of Attorney 03/05/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Eastern Bankshares, Inc. (the "Company") issued these time-based restricted stock units ("RSUs") as of July 12, 2024, when the Company completed a merger with Cambridge Bancorp ("Cambridge"). Pursuant to the terms of the Agreement and Plan of Merger, dated September 19, 2023, Cambridge RSUs and performance-based restricted stock units ("PRSUs") were assumed and converted to Company RSUs at an exchange ratio of 4.956 Company units for each Cambridge unit.
(2) Restricted stock units convert into common stock on a one-for-one basis.
(3) This award for 3,232 Company RSUs replaced an award of Cambridge RSUs granted to the reporting person on February 15, 2021, that vested in three equal annual installments beginning one year after the grant date. The reporting person elected to defer receipt of common stock issuable upon the vesting of these RSUs.
(4) This award for 11,241 Company RSUs replaced an award of Cambridge RSUs granted to the reporting person on February 15, 2022, that provided for vesting in three equal annual installments beginning one year after the grant date. The final tranche of this Company RSU award vested on February 15, 2025. The reporting person elected to defer receipt of common stock issuable upon vesting except for shares withheld for tax obligations.
(5) This award for 34,544 Company RSUs replaced an award of Cambridge RSUs granted to the reporting person on April 28, 2023, that provided for vesting in three equal annual installments beginning one year after the grant date. Subject to continued service, the remaining tranches will vest on April 28 of 2025 and 2026, respectively. The reporting person elected to defer receipt of common stock issuable upon vesting except for shares withheld for tax obligations.
(6) This award for 33,721 Company RSUs replaced an award of Cambridge PRSUs granted to the reporting person on February 15, 2022. The Company RSU award provided for cliff vesting on December 31, 2024. The reporting person elected to defer receipt of common stock issuable upon vesting except for shares withheld for tax obligations.
(7) This award for 42,221 Company RSUs replaced an award of Cambridge PRSUs that Cambridge granted to the reporting person on April 28, 2023. Subject to continued service, the Company RSU award provides for cliff vesting on December 31, 2025. The reporting person elected to defer receipt of common stock issuable upon vesting except for shares withheld for tax obligations.
(8) Each restricted stock unit represents a contingent right to receive one share of Company common stock on the applicable vesting date.
(9) On September 3, 2024, the reporting person was granted 25,821 restricted stock units that vest in three equal annual installments beginning September 3, 2025, subject to continued service. Vested shares will be issued to the reporting person as soon as practicable after the vesting date.
(10) On March 3, 2025, the reporting person was granted 154,088 restricted stock units of which 24,365 vest in three equal annual installments beginning March 3, 2026 after market close, and 129,723 vest in five equal installments beginning on March 3, 2026, after market close, subject to continued service. Vested shares will be issued to the reporting person as soon as practicable after the vesting date.
(11) On March 2, 2026, the reporting person was granted 24,340 restricted stock units that vest in three equal annual installments beginning March 2, 2027, subject to continued service. Vested shares will be issued to the reporting person as soon as practicable after the vesting date.
(12) Reflects the amount of shares beneficially owned, including shares received due to automatic dividend reinvestment, as of the date of this report.
(13) The reporting person's immediately preceding Form 4, filed on March 3, 2026, inadvertently overstated the amount of derivative securities beneficially owned by 8,606 shares. The amount shown in this table corrects the inadvertent clerical error.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Eastern Bankshares Inc. published this content on March 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 05, 2026 at 23:14 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]