8-K
Eastern Bankshares, Inc. (EBC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENTREPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 29, 2020
EASTERN BANKSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
| Massachusetts | 333-239251 | 84-4199750 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation or Organization) | (Commission<br><br><br>File Number) | (I.R.S. Employer<br><br><br>Identification No.) |
| 265 Franklin Street<br><br><br>Boston, MA | 02110 | |
| (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<br>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<br><br><br>Symbol(s) | Name of each exchange<br><br><br>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. ☒
| Item 8.01 | Other Events |
|---|
On October 29, 2020, Eastern Bankshares, Inc., a Massachusetts corporation (the “Company”) and the holding company for Eastern Bank, issued a press release announcing that it intends to file its Quarterly Report on Form 10-Q for the period ended September 30, 2020 on or about November 16, 2020. In the release, the Company, which completed the mutual-to-stock conversion of Eastern Bank Corporation (“Prior Parent Company”) and the offering of its own common stock on October 14, 2020, also stated that it does not plan to issue a press release in connection with or hold a conference call to discuss its financial results for such period.
The press release also announced that the Company’s subsidiary Eastern Bank intends to file its Consolidated Reports of Condition and Income, known as the Call Report, with the Federal Financial Institutions Examination Council on or about October 30, 2020.
In the press release, the Company also stated that it plans to file two reports on behalf of the Prior Parent Company with the Board of Governors of the Federal Reserve System on or about November 9, 2020. The reports are the Consolidated Financial Statements for Holding Companies, known as the FR Y-9C report, and the Parent Company Only Financial Statements for Large Holding Companies, known as the FR Y-9LP report.
The foregoing description is qualified in its entirety by reference to the press release filed as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit | Description | |
|---|---|---|
| 99.1 | Press Release dated October 29, 2020 |
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: October 29, 2020 | By: | /s/ James B. Fitzgerald |
| James B. Fitzgerald | ||
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
For Immediate Release
EasternBankshares, Inc. Announces Availability Of Third Quarter 2020 Earnings Results
Boston, MA, October 29, 2020 – Eastern Bankshares, Inc. (the “Company”) (Nasdaq Global Select Market: EBC), a Massachusetts corporation and the holding company for Eastern Bank, plans to file its Quarterly Report on Form 10-Q, which will contain its financial results for the third quarter of 2020, on or about November 16, 2020. The Company does not plan to issue a press release or hold a conference call in connection with its financial results for the period. On October 14, 2020, the Company completed the conversion of Eastern Bank’s prior holding company Eastern Bank Corporation from the mutual to stock form of organization and the offering of its common stock. The Company expects to issue quarterly earnings press releases and host earnings conference calls to report and discuss its financial results, beginning with its results for the fourth quarter and fiscal year 2020 in the first quarter of 2021.
The Company and its subsidiary Eastern Bank each intend to file required regulatory reports for the third quarter of 2020 with their respective regulators. Eastern Bank plans to file its third quarter Consolidated Reports of Condition and Income, known as the Call Report, with the Federal Financial Institutions Examination Council (“FFIEC”) on or about October 30, 2020. The Company intends to file the Consolidated Financial Statements for Holding Companies, known as the FR Y-9C, and Parent Company Only Financial Statements for Large Holding Companies, known as the FR Y-9LP, on behalf of Eastern Bank Corporation with the Board of Governors of the Federal Reserve System on or about November 9, 2020. Each of these reports will be made available to the public by the FFIEC in the days following the filing on the FFIEC’s website, ffiec.gov.
About Eastern Bankshares, Inc. and Eastern Bank
Eastern Bankshares, Inc. is the stock holding company for Eastern Bank. Founded in 1818, Boston-based Eastern Bank has more than 110 locations serving communities in eastern Massachusetts, southern and coastal New Hampshire, and Rhode Island. As of June 30, 2020, Eastern Bank had approximately $14.0 billion in total assets. Eastern provides banking, investment and insurance products and services for consumers and businesses of all sizes, including through its Eastern Wealth Management division and its Eastern Insurance Group subsidiary. Eastern takes pride in its outspoken advocacy and community support that has exceeded $140 million in charitable giving since 1999. An inclusive company, Eastern employs 1,800+ deeply committed professionals who value relationships with their customers, colleagues, and communities. For investor information, visit investor.easternbank.com.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include developments in our market relating to the Covid-19 pandemic, including the severity and duration of the associated economic slowdown, adverse developments in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for loan losses, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and Eastern Bank are engaged.
The shares of common stock of Eastern Bankshares, Inc. are not savings accounts or savings deposits, maylose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
Investor contact:
Jill Belliveau
Eastern Bankshares, Inc.
InvestorRelations@easternbank.com
781-598-7920 ****
Media contact:
Andrea Goodman
Eastern Bank
a.goodman@easternbank.com
781-598-7847