Eastern Bankshares, Inc. SEC Filings

Eastern Bankshares insider transactions: The filing reports that on 08/27/2025 the reporting person executed a purchase of 13,706 shares of Common Stock at $17.07 per share (transaction code P) and a disposition of 43,629 shares (no price listed for the disposition). The report lists beneficial ownership held in several indirect accounts: 13,706 shares in a 401(k), 83,240 shares in an IRA, 1,280 shares in a spouse's IRA, and 3,976 shares attributed to an ESOP. An explanatory note states share totals reflect automatic dividend reinvestment as of the report date.

Denis K. Sheahan, Chief Executive Officer and Director of Eastern Bankshares, Inc. (EBC), reported an open-market purchase of 29,762 shares of the company's common stock on 08/25/2025. The filing shows an average purchase price of $16.71 per share, with actual purchase prices ranging from $16.68 to $16.81. After the transaction, Mr. Sheahan is shown as beneficially owning 29,762 shares directly, plus 246,337 shares indirectly3,517 shares indirectly through an ESOP. The Form 4 was signed by Kathleen R. Henry by power of attorney on 08/26/2025.

Eastern Bankshares insider purchase reported. On 08/25/2025 Executive Chair and Director Robert Francis Rivers acquired 44,642 shares of Eastern Bankshares, Inc. (EBC) at an average price of $16.71 per share, with actual prices ranging $16.68 to $16.81. After the purchase the reporting person beneficially owned 353,274 shares directly plus 3,976 shares indirectly (includes shares from automatic dividend reinvestment). The filing notes 200,000 shares held in joint tenancy with spouse. The Form 4 was signed by Kathleen R. Henry by power of attorney on 08/26/2025.

Eastern Bankshares, Inc. (EBC) reported a strong quarterly operating quarter but a negative six-month result driven by large securities losses. For the three months ended June 30, 2025 the company reported net income of $100.233 million versus $26.331 million a year earlier, driven by higher net interest income of $202.030 million as loan interest rose and loan balances increased to $18.590 billion. Quarterly noninterest income also improved to $42.851 million.

For the six months, the company recorded a net loss of $117.433 million versus net income of $64.978 million a year ago, primarily reflecting a $269.638 million loss on sales of available-for-sale securities in the period. Cash and cash equivalents declined to $553.506 million from $1.006.880 billion at year-end, deposits modestly decreased to $21.221 billion, and the allowance for loan losses was $232.113 million. Total assets were $25.456 billion and shareholders' equity was $3.684 billion.

Eastern Bankshares, Inc. (EBC) has filed a Rule 424(b)(3) proxy statement/prospectus covering its planned acquisition of HarborOne Bancorp, Inc. (HONE). Under the April 24, 2025 merger agreement, HarborOne will merge into Eastern, followed by the merger of HarborOne Bank into Eastern Bank. The combined franchise would hold approximately $30.5 billion in total assets, reinforcing Eastern’s position as the largest Boston-based community bank by deposits.

For each HarborOne share, holders may elect either (i) 0.765 EBC shares or (ii) $12.00 in cash; elections are subject to proration so that 75-85 % of HarborOne shares receive stock consideration. Based on 80 % stock consideration, Eastern expects to issue ~25.2 million new shares, giving former HarborOne investors ~10.6 % ownership of the enlarged company. Implied consideration was $11.87 per HONE share on 23-Apr-25 and $11.70 on 26-Jun-25, reflecting movements in EBC’s share price.

A virtual special meeting of HarborOne shareholders is set for 20-Aug-2025 at 11:00 a.m. ET. The board unanimously recommends voting “FOR” three items: (1) approval of the merger agreement, (2) an advisory vote on executive compensation related to the merger, and (3) potential adjournment to solicit additional proxies. The Merger Proposal requires an affirmative vote of two-thirds of outstanding HONE shares; failure to vote counts as “AGAINST.” Massachusetts law provides no appraisal rights for dissenting shareholders.

The document emphasizes risk factors, potential share-price volatility until closing, and details on how to obtain additional SEC-filed information. Neither the SEC nor state regulators have approved or disapproved the merger or related securities.

Eastern Bankshares (Nasdaq:EBC) filed an Amendment No. 1 to its Form S-4 to register the securities it will issue in connection with its planned acquisition of HarborOne Bancorp (Nasdaq:HONE).

Under the April 24 2025 merger agreement, HarborOne shareholders may elect to receive either 0.765 EBC shares or $12.00 cash for each HarborOne share, with proration mechanisms designed to keep the overall mix at 75 %-85 % stock consideration. Based on the mid-range 80 % stock election and HarborOne’s share count on April 23 2025, Eastern expects to issue approximately 25.2 million new EBC shares. Former HarborOne owners would own roughly 10.6 % of the combined company.

The transaction will create a banking franchise with about $30.5 billion in total assets, reinforcing Eastern’s position as the largest Boston-based community bank by deposits. HarborOne will hold a virtual special meeting on 20 August 2025 for shareholders to vote on (i) the Merger Proposal, (ii) a non-binding vote on merger-related executive compensation and (iii) any necessary adjournments. The Merger Proposal requires approval by two-thirds of outstanding HarborOne shares.

The filing reiterates key risk factors, including the variable market value of the stock consideration, the need for multiple regulatory approvals and the possibility that the required shareholder vote is not obtained. No legal proceedings were disclosed. The SEC and bank regulators have neither approved nor disapproved the transaction at this stage.