Eastern Bankshares (EBC) CEO logs RSU exercise and tax share disposition

Rhea-AI Filing Summary

Eastern Bankshares, Inc. Chief Executive Officer Denis K. Sheahan exercised 34,065 restricted stock units on March 3, 2026, converting them into 34,065 shares of common stock at a stated price of $0.00 per share. To cover associated tax obligations, 15,184 common shares were disposed of at $19.45 per share through share withholding. Following these transactions, Sheahan continued to hold common stock directly and indirectly, including 18,881 shares held directly and additional shares held through a revocable trust, an IRA, and an ESOP. Footnotes explain that the RSUs generally convert into common stock on a one-for-one basis and that a prior Form 4 had inadvertently overstated derivative holdings by 8,606 units, which is corrected in the current totals.

SEC Form 4

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^*

SHEAHAN DENIS K

(Last) (First) (Middle)

125 HIGH STREET

(Street)

BOSTON MA 02110

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. 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 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

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)
				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

Explanation of Responses:

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.

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

What insider transactions did Eastern Bankshares (EBC) CEO Denis Sheahan report?

Denis K. Sheahan reported exercising 34,065 restricted stock units into common stock and disposing of 15,184 common shares at $19.45 per share to satisfy tax obligations. The filing also updates his direct and indirect ownership positions in Eastern Bankshares stock.

How many Eastern Bankshares (EBC) restricted stock units did the CEO exercise?

The CEO exercised 34,065 restricted stock units, converting them into an equal number of Eastern Bankshares common shares at a stated price of $0.00 per share. Footnotes note that each RSU generally converts into one share of common stock on the applicable vesting date.

Why were 15,184 Eastern Bankshares (EBC) shares disposed of in this Form 4?

The 15,184 common shares were disposed of at $19.45 per share to pay tax liabilities related to the RSU exercise. This is a tax-withholding disposition, meaning shares are withheld or delivered to cover taxes rather than representing an open-market sale by the CEO.

What are Denis Sheahan’s Eastern Bankshares (EBC) holdings after these transactions?

After the reported transactions, Denis Sheahan holds Eastern Bankshares common stock both directly and indirectly, including 18,881 shares held directly. Additional common shares are held through a revocable trust, an IRA, and an ESOP, alongside multiple restricted stock unit awards scheduled to vest over time.

Did Eastern Bankshares (EBC) correct any prior reporting errors in this Form 4?

Yes. A footnote states the immediately preceding Form 4, filed on March 3, 2026, inadvertently overstated derivative securities beneficially owned by 8,606 units. The amounts shown in the current report correct that clerical error in the derivative holdings disclosure.

How were Cambridge Bancorp equity awards treated in this Eastern Bankshares (EBC) Form 4?

Footnotes explain that Cambridge Bancorp RSUs and PRSUs were converted into Eastern Bankshares RSUs at a 4.956-to-1 exchange ratio when the merger closed. Several reported RSU awards represent these converted Cambridge grants, with specified vesting schedules and deferral elections for share delivery.