[Form 3] Eastern Bankshares, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Eastern Bankshares (EBC) director filed a Form 3 reporting initial ownership following the HarborOne merger effective November 1, 2025. The filing lists 64,627 shares of common stock held directly, plus 707 shares held indirectly via Double Eagle LLC and 711 shares in a rollover 401(k).

It also reports a stock option to purchase 63,696 shares of common stock at an exercise price of $13.38, which must be exercised no later than May 1, 2026. Per the merger terms, HarborOne holders could elect $12.00 in cash or 0.765 EBC shares per HarborOne share, subject to proration.

SEC Form 3

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^*

Sullivan Michael James

(Last) (First) (Middle)

125 HIGH STREET

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2025

3. Issuer Name and Ticker or Trading Symbol
Eastern Bankshares, Inc. [ EBC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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.

FAQ

What did Eastern Bankshares (EBC) disclose in this Form 3?

A director reported initial beneficial ownership after the HarborOne merger, including 64,627 direct shares, 707 via Double Eagle LLC, and 711 in a rollover 401(k).

What derivative securities are reported for EBC?

A stock option to buy 63,696 EBC common shares at $13.38 per share, owned directly.

What is the exercise deadline for the reported stock option?

The option must be exercised no later than May 1, 2026.

What were the key HarborOne merger terms affecting EBC shares?

Each HarborOne share was exchangeable for either $12.00 cash or 0.765 EBC shares, subject to proration.

When did the HarborOne merger become effective?

The merger became effective on November 1, 2025.

Does the reported ownership include pre‑merger holdings?

Yes. The total common stock includes 5,000 shares owned by the reporting person prior to the merger.