Eastern Bankshares (EBC) counsel converts RSUs, corrects 16,961-share error

Rhea-AI Filing Summary

Eastern Bankshares, Inc. Executive VP and General Counsel Kathleen Cloherty exercised 2,165 restricted stock units into 2,165 shares of common stock at $0.0000 per share on March 3, 2026. These restricted stock units convert into common stock on a one-for-one basis.

To cover tax obligations related to this conversion, 961 common shares were disposed of at $19.4500 per share through a tax-withholding transaction. After these transactions, she directly held 57,146 common shares and 32,532 restricted stock units, with additional indirect holdings of common stock through a 401(k) plan and an ESOP as of the report date.

The report also states that an immediately preceding Form 4 understated her beneficially owned common shares by 16,961 shares due to a clerical error that omitted directly held shares acquired on March 1, 2026. The amounts shown now correct that inadvertent exclusion.

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^*

Henry Kathleen Cloherty

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP, General Counsel

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		2,165(1)	A	$0	58,107(7)	D
Common Stock	03/03/2026		F		961	D	$19.45	57,146(7)	D
Common Stock								28,620	I(2)	By 401(k)
Common Stock								4,921	I(2)	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)							(3)	(3)	Common stock	9,488		9,488	D
Restricted Stock Units	(1)							(4)	(4)	Common stock	5,498		5,498	D
Restricted Stock Units	(1)	03/03/2026		M			2,165	(5)	(5)	Common stock	2,165	$0	32,532	D
Restricted Stock Units	(1)							(6)	(6)	Common stock	7,099		7,099	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. Reflects the amount of shares beneficially owned, including shares received due to automatic dividend reinvestment, as of the date of this report.

3. On March 1, 2022, the reporting person was granted 47,438 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.

4. On March 1, 2024, the reporting person was granted 16,490 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.

5. On March 3, 2025, the reporting person was granted 34,697 restricted stock units of which 6,497 vest in three equal annual installments beginning March 3, 2026, after market close, and 28,200 vest after 3 years, subject to continued service. Vested shares will be issued to the reporting person as soon as practicable after the vesting date.

6. On March 2, 2026, the reporting person was granted 7,099 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.

7. The reporting person's immediately preceding Form 4, filed on March 3, 2026, inadvertently understated the amount of securities beneficially owned following reported transaction(s) by 16,961 common shares. The understatement was the effect of a clerical error as the calculation omitted 16,961 directly held shares that were acquired on March 1, 2026 and reported on prior Form 4s. The amount shown in this table corrects the inadvertent exclusion.

	/s/ Kathleen R. Henry, by Power of Attorney	03/05/2026
	** 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).
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FAQ

What insider transactions did Eastern Bankshares (EBC) report for Kathleen Cloherty?

Kathleen Cloherty exercised 2,165 restricted stock units into 2,165 common shares and disposed of 961 common shares to satisfy tax obligations, all on March 3, 2026. The filing also updates and corrects her reported share ownership figures.

How many Eastern Bankshares (EBC) shares does Kathleen Cloherty hold after these transactions?

After the March 3, 2026 transactions, Kathleen Cloherty directly held 57,146 common shares and 32,532 restricted stock units. She also held additional common shares indirectly through a 401(k) plan and an ESOP, as reflected in the ownership tables.

What was the purpose of the 961-share disposition by Kathleen Cloherty at Eastern Bankshares (EBC)?

The 961 common shares were disposed of at $19.4500 per share to pay tax liabilities tied to the restricted stock unit conversion. This is labeled as a tax-withholding transaction rather than an open-market sale, consistent with the Form 4 transaction code F.

How do restricted stock units convert into Eastern Bankshares (EBC) common stock for Kathleen Cloherty?

Her restricted stock units convert into common stock on a one-for-one basis when they vest. The filing notes prior RSU grants with multi-year vesting schedules, after which shares are issued to her as soon as practicable following each vesting date.

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

Yes. The filing explains a prior Form 4 understated her beneficial ownership by 16,961 common shares due to a clerical error. Those shares had been acquired earlier and are now properly included in the updated ownership totals.

What indirect Eastern Bankshares (EBC) holdings does Kathleen Cloherty report?

She reports indirect ownership of common stock through a 401(k) plan and an ESOP. As of this report, her indirect holdings total 28,620 common shares by 401(k) and 4,921 common shares by ESOP, in addition to her directly held shares and restricted stock units.