50 unchanged sentences
OTHER INFORMATION
−Removed: Lead Director Deborah C.
−Removed: Jackson and Directors Luis A.
−Removed: Borgen and Bari A.
−Removed: 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 .
−Removed: 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.
−Removed: Borgen’s plan provides for the sale of up to 57,489 shares of Company common stock and continues through December 31, 2024.
−Removed: Harlam’s plan provides for the sale of up to 6,881 shares of Company common stock and continues through May 22, 2024.
+Added: Director Luis A.
+Added: Borgen adopted a trading arrangement intended to satisfy the affirmative defense conditions of the SEC’s Rule 10b5-1(c) on November 27, 2024 .
+Added: Borgen’s plan provides for the sale of up to 13,696 shares of Company common stock beginning on May 13, 2025 and continues through December 31, 2025 .
+Added: His prior trading arrangement expired by its terms on December 31, 2024.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
2 unchanged sentences
The information required herein is incorporated by reference from the Company’s proxy statement relating to its 2025 Annual Meeting of Stockholders (the “Definitive Proxy Statement”) that will be filed with the SEC within 120 days following the fiscal year end December 31, 2024 under the headings of “Proposal 1 – Election of Directors,” “Corporate Governance – Code of Business Conduct and Ethics,” “Shareholders Proposals,” “Audit Committee Report,” “Information about our Executive Officers,” “Security Ownership of Certain Beneficial Owners and Management – Delinquent Section 16(a) Reports,” and “Corporate Governance – Audit Committee.”
+Added: Insider Trading Arrangements and Policies .
+Added: We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.
+Added: As part of this commitment, we have adopted our Insider Trading Policy and Guidelines governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and certain family members and contractors, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.
+Added: A copy of our Insider Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the year ended 2024.
EXECUTIVE COMPENSATION
10 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 and 47,820 shares were issued to the Company’s non-employee directors in May 2022 and May 2023, respectively.
−Removed: In addition, 302,908 shares were issued upon the vesting of certain restricted stock units during the year ended December 31, 2023.
+Added: An additional 56,352, 47,820 and 31,559 shares were issued to the Company’s non-employee directors in May 2024, 2023 and 2022, respectively.
+Added: In addition, 372,179 and 302,908 shares were issued upon the vesting of certain restricted stock units during the years ended December 31, 2024 and 2023 and 76,353 shares were issued upon the vesting of certain performance stock units during the year ended December 31, 2024.
+Added: Lastly, restricted stock units and performance stock units of 236,766 and 111,617, respectively, were converted to awards of the Company from Cambridge awards in connection with the merger and are included in column (a) above.
Forfeited shares are returned to the pool of shares available for issuance in accordance with the terms of the 2021 Equity Incentive Plan.
34 unchanged sentences
09/19/2023 2.2
+Added: 2.5 Amendment No.
+Added: 1 to 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 July 2, 2024
+Added: 8-K 001-39610
+Added: 07/15/2024 2.2
3.1 Restated Articles of Organization of Eastern Bankshares, Inc., effective May 16, 2022
8 unchanged sentences
S-1 333-239251 06/18/2020 10.1
+Added: Description Included with this Form 10-K Incorporated by Reference
+Added: Form File No.
+Added: Filing Date Exhibit No.
10.2† Executive Severance Benefits Agreement with Robert F.
2 unchanged sentences
S-1 333-239251 06/18/2020 10.3
−Removed: Description Included with this Form 10-K Incorporated by Reference
−Removed: Form File No.
−Removed: Filing Date Exhibit No.
10.4† Change in Control Agreement with Robert F.
11 unchanged sentences
10.9† Restated Benefit Equalization Plan
+Added: 10-K 001-39610 2/26/2024 10.9
10.10† Outside Directors’ Retainer Continuance Plan, as amended
34 unchanged sentences
10-Q 001-39610 11/03/2023 10.6
+Added: 10.26† Offer Letter, dated July 1, 2024, between Eastern Bank and Denis K.
+Added: 10-Q 001-39610 08/07/2024 10.2
+Added: 10.27† Change in Control Agreement, effective August 1, 2024, among Eastern Bankshares, Inc., Eastern Bank, and R.
+Added: 8-K 001-39610 07/15/2024 99.2
+Added: 10.28† Summary of Material Terms of Denis K.
+Added: Sheahan’s Rollover Equity Awards in Cambridge Bancorp Merger
+Added: 10-Q 001-39610 08/07/2024 10.5
+Added: Description Included with this Form 10-K Incorporated by Reference
+Added: Form File No.
+Added: Filing Date Exhibit No.
+Added: 10.29† Cambridge Bancorp 2017 Equity and Cash Incentive Plan
+Added: S-8 333-275479 07/11/2024 10.2
+Added: 19.1 Eastern Bankshares, Inc.
+Added: Insider Trading Policy
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: Description Included with this Form 10-K Incorporated by Reference
−Removed: Form File No.
−Removed: Filing Date Exhibit No.
32.2+ Certification of Chief Financial Officer Pursuant to 18 U.S.C.
2 unchanged sentences
Clawback Policy
+Added: 10-K 001-39610 2/26/2024 97.1
101 Interactive data files pursuant to Rule 405 of Regulation S-T:
10 unchanged sentences
/s/ Robert F.
−Removed: Chair and Chief Executive Officer
+Added: Executive Chair and Chair of the Board
February 27, 2025
1 unchanged sentence
/s/ Robert F.
−Removed: Rivers Director, Chair and Chief Executive Officer Date:
+Added: Rivers Executive Chair and Chair of the Board Date:
February 27, 2025
Rivers (Principal Executive Officer)
−Removed: Fitzgerald Chief Financial Officer and Chief Administrative Officer Date:
+Added: David Rosato Chief Financial Officer Date:
February 27, 2025
−Removed: Fitzgerald (Principal Financial Officer)
+Added: David Rosato (Principal Financial Officer)
+Added: Sheahan Chief Executive Officer and Director Date:
+Added: February 27, 2025
Ahlquist Principal Accounting Officer Date:
8 unchanged sentences
February 27, 2025
−Removed: Connolly Director Date:
−Removed: February 26, 2024
Harlam Director Date:
13 unchanged sentences
February 27, 2025
−Removed: Spiess Director Date:
−Removed: February 26, 2024
Williams Director Date:
February 27, 2025
+Added: Palandjian Director Date:
+Added: February 27, 2025
+Added: /s/ Cathleen A.
+Added: Schmidt Director Date:
+Added: February 27, 2025
+Added: /s/ Andargachew S.
+Added: Zelleke Director Date:
+Added: February 27, 2025
+Added: Andargachew S.
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.