0001810546FALSE00018105462022-12-062022-12-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 31, 2023
EASTERN BANKSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
 
Massachusetts 001-39610 84-4199750
(State or Other Jurisdiction
of Incorporation or Organization)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
265 Franklin Street 02110
Boston, MA
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 327-8376
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class  Trading
Symbol(s)		  Name of each exchange
on which registered
Common Stock  EBC  Nasdaq Global Select Market
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K/A (the “Form 8-K/A”) amends and supplements the Current Report on Form 8-K filed by Eastern Bankshares, Inc. (the “Company”) with the Securities and Exchange Commission on October 31, 2023 (the “Initial Filing”) to include the pro forma financial information required by Item 9.01(b) and to include the additional exhibits related thereto under Item 9.01(d) of this Form 8-K/A.
Item 9.01 Financial Statements and Exhibits.
(a) Pro Forma Financial Information.
As disclosed in the Initial Filing, the Company completed on October 31, 2023, the sale (the “Asset Sale”) of Eastern Bank’s insurance operations, which conducted business under the name Eastern Insurance Group LLC (“EIG”) to Arthur J. Gallagher Risk Management Services, LLC. The Asset Sale is described in more detail in the Initial Filing and in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2023.
Item 9.01 of the Initial Filing stated that the Company anticipated filing, on or before November 6, 2023, an amendment to the Initial Filing that would include an unaudited pro forma condensed balance sheet, unaudited pro forma condensed statements of comprehensive income, and accompanying explanatory notes, each giving effect to the Asset Sale.
By this Form 8-K/A, the Company is amending the Initial Filing to file as Exhibit 99.1 and incorporate herein by reference an unaudited pro forma condensed balance sheet that gives effect to the Asset Sale as if it had occurred on September 30, 2023, and unaudited pro forma condensed income statements for the nine months ended September 30, 2023 and each of the years ended December 31, 2022, 2021, and 2020, in each case giving effect to the Asset Sale as if it had occurred on January 1, 2020.
(b) Exhibits.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
EASTERN BANKSHARES, INC.
DATE: November 6, 2023
By: /s/ James B. Fitzgerald
 James B. Fitzgerald
 Chief Financial Officer


Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
The following unaudited pro forma condensed financial information reflects the statements of income for the nine months ended September 30, 2023, and for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, as if the Asset Sale had occurred on January 1, 2020. The unaudited pro forma condensed balance sheet as of September 30, 2023, assumes that the Asset Sale occurred as of September 30, 2023. The unaudited pro forma condensed financial information should be read together with the Company’s historical consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its annual report on Form 10-K for the fiscal year ended December 31, 2022, and in its quarterly report on Form 10-Q for the nine months ended September 30, 2023.
The unaudited pro forma condensed financial information is presented based on information currently available, is intended for informational purposes, is not intended to represent what the Company’s consolidated statements of income and balance sheet actually would have been had the Asset Sale occurred on the dates indicated above and do not reflect all actions that may be undertaken by the Company after the Asset Sale. In addition, the unaudited pro forma condensed financial information is not necessarily indicative of the Company’s results of operations and financial position for any future period.
The “Historical Eastern Bankshares, Inc.” column in the unaudited pro forma condensed financial information reflects the Company’s historical consolidated financial information for the periods presented and does not reflect any adjustments related to the Asset Sale and related transactions.
The information in the “Pro Forma Adjustments” column in the unaudited pro forma condensed statements of income was derived from the Company’s consolidated financial information and related accounting records for the nine months ended September 30, 2023 and fiscal years ended December 31, 2022, 2021, and 2020, and reflects the removal of substantially all of the historical operating results of Eastern Insurance Group LLC (“EIG”). Pro forma adjustments do not include any allocation of general corporate overhead expense or interest expense of the Company to EIG. Pro forma adjustments do not reflect what EIG’s results of operations would have been on a stand-alone basis, and are not necessarily indicative of future results of operations. Beginning in the third quarter of fiscal year 2023, EIG’s historical financial results for periods prior to the Asset Sale will be reflected in the Company’s consolidated financial statements as discontinued operations.
The information in the “Pro Forma Adjustments” column in the unaudited pro forma condensed financial information was based on available information and assumptions that the Company’s management believes are reasonable, that reflect the impacts of events directly attributable to the Asset Sale and related transactions that are factually supportable, and for purposes of the consolidated statements of operations, are expected to have a continuing impact on the Company. The pro forma adjustments do not reflect future events that may occur after the Asset Sale, including potential selling, general and administrative dis-synergies and the expected charges, the expected realization of any cost savings and other synergies, or the usage of the expected cash distribution received from Arthur J. Gallagher Risk Management Services, LLC (“Gallagher”) in connection with the Asset Sale.
The unaudited pro forma condensed financial information is provided for illustrative information purposes only. The unaudited pro forma condensed financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the Asset Sale been completed as of the dates indicated or that may be achieved in the future. The pro forma financial information has been prepared by the Company in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020.
The unaudited pro forma condensed financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors. The pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed financial information.
1

UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
As of September 30, 2023
Transaction Accounting Adjustments
Historical Eastern Bankshares, Inc.Pro forma AdjustmentsNote 2Pro forma Condensed
(In thousands)
ASSETS
Cash and due from banks$72,689 $490,663 B$563,352 
Short-term investments536,119 — 536,119 
Cash and cash equivalents608,808 490,663 1,099,471 
Securities4,717,418 — 4,717,418 
Loans held for sale23,892 — 23,892 
Loans13,899,968 — 13,899,968 
Allowance for loan losses(155,146)— (155,146)
Net loans13,744,822 — 13,744,822 
FHLB stock37,125 — 37,125 
Premises and equipment59,033 — 59,033 
Bank-owned life insurance163,700 — 163,700 
Goodwill and other intangibles, net566,709 — 566,709 
Deferred income taxes, net416,081 — 416,081 
Prepaid expenses156,113 — 156,113 
Other assets527,873 (113,136)C414,737 
Assets of discontinued operations124,718 (124,718)A— 
Total assets$21,146,292 $252,809 $21,399,101 
LIABILITIES AND EQUITY
Deposits$17,424,169 $— $17,424,169 
Borrowed funds715,372 — 715,372 
Other liabilities525,378 — 525,378 
Liabilities of discontinued operations34,820 (34,820)A— 
Total liabilities18,699,739 (34,820)18,664,919 
Shareholders’ equity
Common stock1,766 — 1,766 
Additional paid in capital1,661,136 — 1,661,136 
Unallocated common shares held by the Employee Stock Ownership Plan(133,992)— (133,992)
Retained earnings1,747,225 287,629 C2,034,854 
Accumulated other comprehensive income, net of tax(829,582)— (829,582)
Total shareholders’ equity2,446,553 287,629 2,734,182 
Total liabilities and shareholders’ equity$21,146,292 $252,809 $21,399,101 
See the accompanying Notes to the Unaudited Pro Forma Condensed Financial Information.
2
Table of Contents

UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
For the Nine Months Ended September 30, 2023
Transaction Accounting Adjustments
Nine Months Ended September 30, 2023Historical Eastern Bankshares, Inc.Pro forma Adjustments (Note 2A)Pro forma Condensed
(Dollars in thousands, except per share data)
Interest and dividend income:
Interest and fees on loans$483,676 $— $483,676 
Taxable interest and dividends on available-for-sale securities77,451 — 77,451 
Non-taxable interest and dividends on available-for-sale securities4,302 — 4,302 
Interest on federal funds sold and other short-term investments27,384 — 27,384 
Total interest and dividend income592,813 — 592,813 
Interest expense:
Interest on deposits158,686 — 158,686 
Interest on borrowings17,025 — 17,025 
Total interest expense175,711 — 175,711 
Net interest income417,102 — 417,102 
Provision for allowance for loan losses14,854 — 14,854 
Net interest income after provision for loan losses402,248 — 402,248 
Noninterest income:
Service charges on deposit accounts21,117 — 21,117 
Trust and investment advisory fees18,136 — 18,136 
Debit card processing fees10,071 — 10,071 
Losses on sales of securities available for sale, net(333,170)— (333,170)
Other19,354 — 19,354 
Total noninterest income(264,492)— (264,492)
Noninterest expense:
Salaries and employee benefits185,264 — 185,264 
Office occupancy and equipment26,797 — 26,797 
Data processing38,555 — 38,555 
Professional services13,277 — 13,277 
FDIC insurance8,388 — 8,388 
Other25,292 — 25,292 
Total noninterest expense297,573 — 297,573 
Loss from continuing operations before income tax benefit(159,817)— (159,817)
Income tax benefit(65,619)— (65,619)
Net loss from continuing operations(94,198)— (94,198)
Net income from discontinued operations7,872 (7,872)— 
Net loss$(86,326)$(7,872)$(94,198)
Basic (loss) earnings per share:
Basic loss per share from continuing operations$(0.58)$(0.58)
Basic earnings per share from discontinued operations0.05 N/A
Basic loss per share$(0.53)$(0.58)
Diluted earnings per share:
Diluted earnings per share from continuing operations$0.58 $(0.58)
Diluted earnings per share from discontinued operations0.05 N/A
Diluted (loss) earnings per share$0.63 $(0.58)
Basic weighted average shares162,199,158
Diluted weighted average shares162,260,503 
See the accompanying Notes to the Unaudited Pro Forma Condensed Financial Information.

3

UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
For the Year Ended December 31, 2022
Transaction Accounting Adjustments
Year Ended December 31, 2022Historical Eastern Bankshares, Inc.Pro forma Adjustments (Note 2A)Pro forma Condensed
(Dollars in thousands, except per share data)
Interest and dividend income:
Interest and fees on loans$476,041 $— $476,041 
Taxable interest and dividends on available-for-sale securities118,690 — 118,690 
Non-taxable interest and dividends on available-for-sale securities7,179 — 7,179 
Interest on federal funds sold and other short-term investments3,271 — 3,271 
Total interest and dividend income605,181 — 605,181 
Interest expense:
Interest on deposits28,621 — 28,621 
Interest on borrowings8,506 — 8,506 
Total interest expense37,127 — 37,127 
Net interest income568,054 — 568,054 
Provision for allowance for loan losses17,925 — 17,925 
Net interest income after provision for loan losses550,129 — 550,129 
Noninterest income:
Insurance commissions99,232 (99,232)— 
Service charges on deposit accounts30,392 — 30,392 
Trust and investment advisory fees23,593 — 23,593 
Debit card processing fees12,644 — 12,644 
Losses on sales of securities available-for-sale, net(3,157)— (3,157)
Other13,457 (179)13,278 
Total noninterest income176,161 (99,411)76,750 
Noninterest expense:
Salaries and employee benefits298,186 (65,089)233,097 
Office occupancy and equipment40,764 (3,319)37,445 
Data processing57,273 (4,335)52,938 
Professional services16,814 (1,009)15,805 
FDIC insurance6,250— 6,250 
Other50,315(7,201)43,114 
Total noninterest expense469,602 (80,953)388,649 
Income before income tax expense256,688 (18,458)238,230 
Income tax expense56,929(5,210)51,719 
Net income$199,759 $(13,248)$186,511 
Basic earnings per share$1.21 $1.13 
Diluted earnings per share$1.21 $1.13 
Basic weighted average shares165,510,357 
Diluted weighted average shares165,648,571 
See the accompanying Notes to the Unaudited Pro Forma Condensed Financial Information.
4

UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
For the Year Ended December 31, 2021
Transaction Accounting Adjustments
Year Ended December 31, 2021Historical Eastern Bankshares, Inc.Pro forma Adjustments (Note 2A)Pro forma Condensed
(Dollars in thousands, except per share data)
Interest and dividend income:
Interest and fees on loans$367,585 $— $367,585 
Taxable interest and dividends on available-for-sale securities58,312 — 58,312 
Non-taxable interest and dividends on available-for-sale securities7,376 — 7,376 
Interest on federal funds sold and other short-term investments1,886 — 1,886 
Total interest and dividend income435,159 — 435,159 
Interest expense:
Interest on deposits5,167 — 5,167 
Interest on borrowings165 — 165 
Total interest expense5,332 — 5,332 
Net interest income429,827 — 429,827 
Release of allowance for loan losses(9,686)— (9,686)
Net interest income after release of loan losses439,513 — 439,513 
Noninterest income:
Insurance commissions94,704 (94,704)— 
Service charges on deposit accounts24,271 — 24,271 
Trust and investment advisory fees24,588 — 24,588 
Debit card processing fees12,118 — 12,118 
Gains on sales of securities available-for-sale, net1,166 — 1,166 
Other36,308 (1,014)35,294 
Total noninterest income193,155 (95,718)97,437 
Noninterest expense:
Salaries and employee benefits295,916 (68,292)227,624 
Office occupancy and equipment40,465 (3,204)37,261 
Data processing50,839 (4,424)46,415 
Professional services21,879 (596)21,283 
FDIC insurance4,226— 4,226 
Other30,631(6,485)24,146 
Total noninterest expense443,956 (83,001)360,955 
Income before income tax expense188,712 (12,717)175,995 
Income tax expense34,047(3,583)30,464 
Net income$154,665 $(9,134)$145,531 
Basic earnings per share$0.90 $0.85 
Diluted earnings per share$0.90 $0.85 
Basic weighted average shares172,192,336 
Diluted weighted average shares172,252,057 
See the accompanying Notes to the Unaudited Pro Forma Condensed Financial Information.
5

UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
For the Year Ended December 31, 2020
Transaction Accounting Adjustments
Year Ended December 31, 2020Historical Eastern Bankshares, Inc.Pro forma Adjustments (Note 2A)Pro forma Condensed
(Dollars in thousands, except per share data)
Interest and dividend income:
Interest and fees on loans$372,152 $— $372,152 
Taxable interest and dividends on available-for-sale securities31,825 — 31,825 
Non-taxable interest and dividends on available-for-sale securities7,588 — 7,588 
Interest on federal funds sold and other short-term investments1,757 — 1,757 
Interest and dividends on trading securities6 — 6 
Total interest and dividend income413,328 — 413,328 
Interest expense:
Interest on deposits11,315 — 11,315 
Interest on borrowings762 — 762 
Total interest expense12,077 — 12,077 
Net interest income401,251 — 401,251 
Provision for allowance for loan losses38,800 — 38,800 
Net interest income after provision for loan losses362,451 — 362,451 
Noninterest income:
Insurance commissions94,495 (94,495)— 
Service charges on deposit accounts21,560 — 21,560 
Trust and investment advisory fees21,102 — 21,102 
Debit card processing fees10,277 — 10,277 
Loss on trading securities, net(4)— (4)
Gains on sales of securities available-for-sale, net288 — 288 
Other30,655 (199)30,456 
Total noninterest income178,373 (94,694)83,679 
Noninterest expense:
Salaries and employee benefits261,827 (60,593)201,234 
Office occupancy and equipment33,796 (3,176)30,620 
Data processing45,259 (4,049)41,210 
Professional services16,445 (770)15,675 
Charitable contributions95,272 — 95,272 
FDIC insurance3,734— 3,734 
Other48,590(6,844)41,746 
Total noninterest expense504,923 (75,432)429,491 
Income before income tax expense35,901 (19,262)16,639 
Income tax expense13,163(5,385)7,778 
Net income$22,738 $(13,877)$8,861 
Basic earnings per share$0.13 $0.05 
Diluted earnings per share$0.13 $0.05 
Basic weighted average shares171,812,535 
Diluted weighted average shares171,812,535 
See the accompanying Notes to the Unaudited Pro Forma Condensed Financial Information.
6
Table of Contents

EASTERN BANKSHARES, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited pro forma condensed financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed statements of income for the nine months ended September 30, 2023 and the years ended December 31, 2022, 2021 and 2020 separates substantially all of the operating results of EIG from the historical consolidated income statement of the Company, giving effect to the Asset Sale as if it had been completed on January 1, 2020. The unaudited pro forma condensed balance sheet as of September 30, 2023 separates substantially all of the assets and certain liabilities of EIG from the historical consolidated balance sheet of the Company, giving effect to the Asset Sale as if it had been completed on September 30, 2023.
The unaudited pro forma condensed financial information and explanatory notes have been prepared to illustrate the effects of the Asset Sale. The unaudited pro forma condensed financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the company had the sale been completed on January 1, 2020, nor does it necessarily indicate the results of operations in future periods or the future financial position of the Company.
2. Pro Forma Adjustments to the Unaudited Condensed Balance Sheet and Income Statements
The unaudited condensed pro forma statements of operations for the nine months ended September 30, 2023, and the years ended December 31, 2022, 2021, and 2020, and the unaudited pro forma condensed balance sheet as of September 30, 2023, include the following adjustments:
A.Reflects the sale of substantially all of the assets and transfer of certain liabilities of EIG, including the associated results of operations.
B.Reflects the receipt of net cash consideration which includes the following:
Gross purchase price pursuant to Asset Purchase Agreement$515,000 
Transaction costs settled at closing(17,041)
Settlement of certain obligations of the seller primarily related to employee post-retirement liabilities originating prior to closing(4,066)
Working capital adjustment settled at closing4,189 
Net cash proceeds at closing498,082 
Fiduciary cash transferred to Gallagher(7,419)
Adjusted net proceeds$490,663 
C.Reflects the impact to the Company’s total shareholders’ equity from the estimated gain on sale, net of tax, of substantially all of the assets and transfer of certain liabilities of EIG to Gallagher. The tax effect was computed using the Company’s statutory tax rate of 28.23%.
7
v3.23.3
Document and Entity Information Document
Dec. 06, 2022
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Oct. 31, 2023
Entity Registrant Name EASTERN BANKSHARES, INC.
Entity Central Index Key 0001810546
Amendment Flag false
Entity Incorporation, State or Country Code MA
Entity File Number 001-39610
Entity Tax Identification Number 84-4199750
Entity Address, Address Line One 265 Franklin Street
Entity Address, City or Town Boston
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02110
City Area Code 800
Local Phone Number 327-8376
Written Communications false
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol EBC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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