New insider Sullivan Michael James claimed ownership of 66,045 shares (SEC Form 3)
$EBC
Savings Institutions
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
Eastern Bankshares, Inc. [ EBC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 64,627(1) | D | |
| Common Stock | 707(2) | I | Held by Double Eagle LLC |
| Common Stock | 711(2) | I | Rollover 401(k) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (3) | (3) | Common Stock | 63,696(4) | $13.38(5) | D | |
| Explanation of Responses: |
| 1. Pursuant to the terms of the Agreement and Plan of Merger dated April 24, 2025 among Eastern Bankshares, Inc. ("Eastern"), Eastern Bank, HarborOne Bancorp, Inc. (HarborOne"), and HarborOne Bank (the "Merger Agreement"), upon the merger of HarborOne into Eastern, effective November 1, 2025 (the "Merger"), each share of HarborOne common stock was converted into the right to receive, at the election of the holder, either (i) $12.00 in cash or (ii) 0.765 shares of Eastern common stock (the "Exchange Ratio"), subject to certain proration provisions contained in the Merger Agreement. In addition to the shares of common stock received by the reporting person in the Merger, the total common stock includes 5,000 shares owned by reporting person prior to the Merger. |
| 2. Pursuant to the terms of the Merger Agreement, each share of HarborOne common stock was converted into the right to receive, at the election of the holder, either (i) $12.00 in cash or (ii) the Exchange Ratio, subject to certain proration provisions contained in the Merger Agreement. |
| 3. Pursuant to the terms of the Merger Agreement, the stock option must be exercised no later than May 1, 2026 (i.e., within six (6) months from the time reporting person's employment as a director of HarborOne was terminated). |
| 4. Pursuant to the Merger Agreement, each outstanding and unexercised option to purchase shares of HarborOne common stock was converted into an option to purchase shares of Eastern common stock by multiplying the number of shares by the Exchange Ratio (rounded down to the nearest whole share). |
| 5. Pursuant to the Merger Agreement, the exercise price per share of each converted option was determined by dividing the exercise price of the HarborOne stock option by the Exchange Ratio (rounded up to the nearest whole cent). |
| /s/ Kathleen R. Henry, by Power of Attorney | 11/10/2025 | |
| ** 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 5 (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. | ||