50 unchanged sentences
OTHER INFORMATION
+Added: Lead Director Deborah C.
+Added: Jackson and Directors Luis A.
+Added: Borgen and Bari A.
+Added: Harlam each adopted a trading arrangement intended to satisfy the affirmative defense conditions of the SEC’s Rule 10b5-1(c) on November 17, 2023 .
+Added: Jackson’s case, her plan provides for the sale of up to 13,626 shares of Company common stock and continues through December 6, 2024.
+Added: Borgen’s plan provides for the sale of up to 57,489 shares of Company common stock and continues through December 31, 2024.
+Added: Harlam’s plan provides for the sale of up to 6,881 shares of Company common stock and continues through May 22, 2024.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
14 unchanged sentences
Pursuant to the terms of such plan, 683,056 shares of restricted stock were granted and issued to the Company’s non-employee directors on November 30, 2021.
−Removed: An additional 31,559 shares were issued to the Company’s non-employee directors on May 17, 2022.
+Added: An additional 31,559 and 47,820 shares were issued to the Company’s non-employee directors in May 2022 and May 2023, respectively.
+Added: In addition, 302,908 shares were issued upon the vesting of certain restricted stock units during the year ended December 31, 2023.
Forfeited shares are returned to the pool of shares available for issuance in accordance with the terms of the 2021 Equity Incentive Plan.
−Removed: For more information, see the “Share-Based Compensation Plan” section in Note 17, “Employee Benefits” within the Notes to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.
+Added: For more information, see the “Share-Based Compensation Plan” section in Note 16, “Share-Based Compensation” within the Notes to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.
(2) Consists of shares of common shares that have been reserved and may be issuable to Company employees upon the settlement of 952,001 restricted stock units and 633,034 performance share units at target payout levels.
24 unchanged sentences
S-1 333-239251 06/18/2020 2
−Removed: 2.2 Agreement and Plan of Merger by and among Eastern Bankshares, Inc., Clarion Acquisition Corp., Century Bancorp, Inc.
−Removed: and Century Bank and Trust Company, dated as of April 7, 2021
+Added: Asset Purchase Agreement by and among Eastern Insurance Group LLC, Eastern Bank, Eastern Bankshares, Inc.
+Added: and Arthur J.
+Added: Gallagher Risk Management Services, LLC, dated as of September 19, 2023
8-K 001-39610
09/19/2023 2.1
−Removed: 3.1 Restated Articles of Organization of Eastern Bankshares, Inc.
−Removed: , effective May 16, 2022
+Added: Agreement and Plan of Merger by and among Eastern Bankshares, Inc., Eastern Bank, Citadel MS 2023, Inc., Cambridge Bancorp and Cambridge Trust Company, dated as of September 19, 2023
+Added: 8-K 001-39610
+Added: 09/19/2023 2.2
+Added: 3.1 Restated Articles of Organization of Eastern Bankshares, Inc., effective May 16, 2022
10-Q 001-39610 08/05/2022 3.1
11 unchanged sentences
S-1 333-239251 06/18/2020 10.3
+Added: Description Included with this Form 10-K Incorporated by Reference
+Added: Form File No.
+Added: Filing Date Exhibit No.
10.4† Change in Control Agreement with Robert F.
4 unchanged sentences
S-1 333-239251 06/18/2020 10.5
−Removed: Description Included with this Form 10-K Incorporated by Reference
−Removed: Form File No.
−Removed: Filing Date Exhibit No.
10.6† Form of Change in Control Agreement with other executive officers
4 unchanged sentences
10-Q 001-39610 11/10/2021 10.1
−Removed: 10.9† Benefit Equalization Plan
−Removed: S-1 333-239251 06/18/2020 10.8
+Added: 10.9† Restated Benefit Equalization Plan
10.10† Outside Directors’ Retainer Continuance Plan, as amended
27 unchanged sentences
8-K 001-39610 01/19/2022 10.4
+Added: 10.23† Executive Severance Benefits Agreement dated as of September 19, 2023, between Denis K.
+Added: Sheahan and Eastern Bank
+Added: 8-K 001-39610 09/19/2023 99.2
+Added: 10.24† Change in Control Agreement dated as of September 19, 2023, among Eastern Bankshares, Inc., Eastern Bank and Denis K.
+Added: 8-K 001-39610 09/19/2023 99.3
+Added: 10.25† Amendment to Eastern Bank Stock Ownership Plan, dated June 5, 2023
+Added: 10-Q 001-39610 11/03/2023 10.6
21* Subsidiaries of Eastern Bankshares, Inc.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 32.2+ Certification of Chief Financial Officer Pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Description Included with this Form 10-K Incorporated by Reference
1 unchanged sentence
Filing Date Exhibit No.
+Added: 32.2+ Certification of Chief Financial Officer Pursuant to 18 U.S.C.
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97.1 Eastern Bankshares, Inc.
+Added: Clawback Policy
101 Interactive data files pursuant to Rule 405 of Regulation S-T:
4 unchanged sentences
+ Furnished herewith
+Added: (1) Certain schedules and other similar attachments to this exhibit were omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Registrant will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.
FORM 10-K SUMMARY
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February 26, 2024
+Added: /s/ Marisa J.
+Added: Harney Director Date:
+Added: February 26, 2024
Hessan Director Date:
10 unchanged sentences
February 26, 2024
+Added: Williams Director Date:
+Added: February 26, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.