Eastern Bankshares (EBC) Insider: Sale at $17.02 and Major RSU Grants

Rhea-AI Filing Summary

Eastern Bankshares, Inc. (EBC) Form 4 — Denis K. Sheahan reports transactions and holdings in the issuer's common stock and restricted stock units (RSUs). The filing shows a disposition of 4,162 shares on 09/03/2025 at $17.02 and the grant of 8,606 RSUs on 09/03/2025 (transaction code M, $0 price). The reporting person holds direct common stock and multiple tranches of Company RSUs, including 3,232; 11,241; 34,544; 33,721; 42,221 previously converted from Cambridge awards and a large grant of 154,088 RSUs granted on 03/03/2025. The filing notes RSUs convert one-for-one to common stock and several awards are deferred or subject to future vesting.

Positive

• Large alignment through RSU grants: the reporting person received a material 154,088 RSU award (03/03/2025) and other time-based awards, aligning management incentives with shareholders.
• Clear disclosure of award conversion: Cambridge RSUs and PRSUs were explicitly converted to Company RSUs at a stated exchange ratio, providing transparency about award origins.
• Deferral elections documented: the reporting person elected to defer receipt of vested shares for multiple awards, which is clearly disclosed.

Negative

• Immediate disposition recorded: a sale/disposition of 4,162 shares occurred on 09/03/2025 at $17.02.
• Potential future dilution: RSUs convert one-for-one into common stock on vesting, including a large 154,088 RSU grant, increasing potential outstanding shares upon vesting.

Insights

Financial Analyst

TL;DR: Insider reported a small sale and multiple large RSU grants, including a material 154,088-RSU award, altering future share issuance potential.

The filing documents a 4,162-share sale at $17.02 and multiple time-based and performance-related RSU awards converted from Cambridge awards, plus a significant 154,088 RSU grant on 03/03/2025. RSUs convert one-for-one into common stock on vesting, creating potential future share issuance. The mix of deferred receipt elections and staggered vesting dates spreads future share delivery over multiple years. For valuation and per-share metrics, investors should note the timing and size of vesting schedules when modeling share count dilution.

Corporate Governance Expert

TL;DR: CEO and director transactions reflect routine compensation practices: assumed Cambridge awards, deferred elections, and scheduled vesting; no governance red flags shown.

The report explains conversion of Cambridge RSUs/PRSUs to Company RSUs under the merger terms and documents customary time-based and performance-based vesting, deferral elections, and a power-of-attorney signature. The disclosure is transparent about grant dates, vesting structures, and deferred issuance, meeting standard Section 16 reporting requirements. There are no disclosed related-party or policy exceptions in this Form 4 text.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
09/03/2025

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	09/03/2025		M		8,606(2)	A	$0	38,368	D
Common Stock	09/03/2025		F		4,162	D	$17.02	34,206	D
Common Stock								246,337	I	By Revocable Trust
Common Stock								3,517	I	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)	09/03/2025		M			8,606	(9)	(9)	Common stock	8,606	$0	17,215	D
Restricted Stock Units	(8)							(10)	(10)	Common stock	154,088		154,088	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 and 129,723 vest in five 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.

	/s/ Kathleen R. Henry, by Power of Attorney	09/04/2025
	** 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.

FAQ

What did Denis K. Sheahan report on the Form 4 for EBC?

The filing discloses a 4,162-share disposition at $17.02 on 09/03/2025, the grant of 8,606 RSUs on 09/03/2025, and multiple previously converted and newly granted RSU awards including 154,088 RSUs granted 03/03/2025.

Do the RSUs convert to common stock for EBC reported in this Form 4?

Yes. The filing states that each restricted stock unit converts into one share of Company common stock on a one-for-one basis upon vesting.

Are any of the RSU awards subject to vesting or deferred receipt?

Yes. Several awards are subject to time-based or cliff vesting on specified dates, and the reporting person elected to defer receipt of vested shares for multiple awards.

Was any transaction related to the Cambridge merger disclosed?

Yes. Cambridge RSUs and PRSUs were assumed and converted to Company RSUs at an exchange ratio of 4.956 Company units per Cambridge unit pursuant to the merger agreement.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Kathleen R. Henry, by Power of Attorney on 09/04/2025.