Executive Chair Rivers Robert Francis converted options into 47,491 shares, covered exercise/tax liability with 56,568 shares and was granted 80,052 shares, increasing direct ownership by 45% to 344,136 units (SEC Form 4)
$EBC
Savings Institutions
Finance
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Eastern Bankshares, Inc. [ EBC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/03/2025 | M | 47,491(1) | A | $0 | 285,148 | D | |||
| Common Stock | 03/03/2025 | F | 21,064 | D | $17.73 | 264,084 | D(2) | |||
| Common Stock | 03/03/2025 | A | 80,052(9)(10) | A | $0 | 344,136 | D | |||
| Common Stock | 03/03/2025 | F | 35,504 | D | $17.73 | 308,632 | D(2) | |||
| Common Stock | 3,912 | I(3) | By ESOP | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 03/03/2025 | M | 21,347 | (5) | (5) | Common stock | 21,347 | $0 | 42,695 | D | ||||
| Restricted Stock Units | (1) | 03/03/2025 | M | 10,610 | (6) | (6) | Common stock | 10,610 | $0 | 10,610 | D | ||||
| Restricted Stock Units | (1) | 03/03/2025 | M | 15,534 | (7) | (7) | Common stock | 15,534 | $0 | 31,070 | D | ||||
| Restricted Stock Units | (4) | 03/03/2025 | A | 33,671 | (8) | (8) | Common stock | 33,671 | $0 | 33,671 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units convert into common stock on a one-for-one basis. Reflects the amount of shares beneficially owned, including shares received due to automatic dividend reinvestment, as of the date of this report. |
| 2. Includes 200,000 shares held in joint tenancy with spouse. |
| 3. Reflects the amount of shares beneficially owned, including shares received due to automatic dividend reinvestment, as of the date of this report. |
| 4. Each restricted stock unit represents a contingent right to receive one share of EBC common stock on the applicable vesting date. |
| 5. On March 1, 2022, the reporting person was granted 106,736 restricted stock units that vest in five equal annual installments beginning March 1, 2023, subject to continued service. Vested shares will be issued to the reporting person as soon as practicable after the vesting date. |
| 6. On March 1, 2023, the reporting person was granted 31,829 restricted stock units that vest in three equal annual installments beginning March 1, 2024, subject to continued service. Vested shares will be issued to the reporting person as soon as practicable after the vesting date. |
| 7. On March 1, 2024, the reporting person was granted 46,604 restricted stock units that vest in three equal annual installments beginning March 1, 2025, subject to continued service. Vested shares will be issued to the reporting person as soon as practicable after the vesting date. |
| 8. On March 3, 2025, the reporting person was granted 33,671 restricted stock units that vest in three equal annual installments beginning March 1, 2026, subject to continued service. Vested shares will be issued to the reporting person as soon as practicable after the vesting date. |
| 9. Represents shares of Eastern Bankshares, Inc. (the "Company") common stock, par value $0.01 per share ("Common Stock") received upon vesting of a performance restricted stock unit ("PRSU") award eligible to vest based upon both (i) the Company's performance measured at the end of the three-year performance period of January 1, 2022 through December 31, 2024 (the "Performance Period") relative to the KBW Nasdaq Regional Banking Index with respect to growth in earnings per share ("EPS Measure"), and (ii) the Company's performance measured at the end of the Performance Period relative to the KBW Nasdaq Regional Banking Index with respect to total shareholder return ("TSR Measure"). |
| 10. (Continued from footnote 9) Based on the Company's three year performance on the TSR Measure and EPS Measure respectively, as measured at the end of the Performance Period, the Compensation Committee determined that (i) performance under the TSR Measure did not meet the minimum threshold, resulting in no award of shares for this metric, and (ii) performance under the EPS Measure met the maximum payout threshold of 150% of target. |
| /s/ Kathleen R. Henry, by Power of Attorney | 03/05/2025 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||