Eastern Bankshares, Inc. 10-K

ebc-20251231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________ FORM 10-K _____________________________________________ (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31 , 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39610 ___________________________ Eastern Bankshares, Inc. (Exact name of the registrant as specified in its charter) ___________________________ Massachusetts 84-4199750 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 125 High Street , Boston , Massachusetts 02110 (Address of principal executive offices) (Zip Code) ( 800 ) 327-8376 (Registrant’s telephone number, including area code) __________________________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of exchange on which registered Common Stock EBC Nasdaq Global Select Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ (Do not check if a smaller reporting company) 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Securities Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, computed by reference to the last sale price as of June 30, 2025 of $15.27, as reported by the Nasdaq Global Select Market, was $ 2,884,333,931 . 234,637,772 shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding as of February 24, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive proxy statement relating to its 2025 annual meeting of shareholders (the “2025 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2025 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. 1 Index PAGE PART I. Item 1. Business 4 Item 1A. Risk Factors 24 Item 1B. Unresolved Staff Comments 45 Item 1C. Cybersecurity 45 Item 2. Properties 45 Item 3. Legal Proceedings 46 Item 4. Mine Safety Disclosures 46 PART II Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 47 Item 6. [Reserved] 48 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 49 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 92 Item 8. Financial Statements 93 Consolidated Balance Sheets 96 Consolidated Statements of Income 97 Consolidated Statements of Comprehensive Income 98 Consolidated Statements of Changes in Shareholders ’ Equity 99 Consolidated Statements of Cash Flows 101 Notes to Consolidated Financial Statements 103 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 188 Item 9A. Controls and Procedures 188 Item 9B. Other Information 191 PART III. Item 10. Directors, Executive Officers and Corporate Governance 192 Item 11. Executive Compensation 192 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 192 Item13. Certain Relationships and Related Transactions, and Director Independence 193 Item 14. Principal Accounting Fees and Services 193 PART IV. Item15. Exhibits, Financial Statement Schedules 194 Item 16. Form 10–K Summary 196 SIGNATURES 197 2 FORWARD-LOOKING STATEMENTS When we use the terms “we”, “us”, “our,” and the “Company,” we mean Eastern Bankshares, Inc., a Massachusetts corporation, and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates. Certain statements contained in this Annual Report on Form 10-K that are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain current assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. Forward-looking statements are based on the current assumptions and beliefs of management and are only expectations of future results. The Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among others, factors: • changes in regional, national or international macroeconomic conditions, including tariffs, governmental shutdowns or changes in inflation, recessionary pressures or interest rates in the United States • the possibility that future credit losses, loan defaults and charge-off rates are higher than expected due to changes in economic assumptions or adverse economic developments; • general business and economic conditions on a national basis and in the local markets in which we operate, including those impacting credit quality; • turbulence in the capital and debt markets and within the banking industry; • decreases in the value of securities and other assets; • decreases in deposit levels necessitating increased borrowing to fund loans, investments and other needs; • competitive pressures from other financial institutions; • operational risks including, but not limited to, cybersecurity incidents, fraud, new technological integration including AI, natural disasters and future pandemics, including COVID-19; • a regulatory reform agenda that is significantly different from that of the prior administration, impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies, including risks related to the administration’s increased focus on widespread implementation of stablecoins and other digital assets; • changes in regulation, regulatory policy, legislation, accounting standards and practices, and fiscal monetary policy, particularly in light of the shift in presidential administrations and the potential for related shifts in agency policy and leadership; • the risk that goodwill and intangibles recorded in our financial statements will become impaired; • risks related to the implementation of acquisitions, dispositions, and restructurings, including the merger with HarborOne Bancorp and HarborOne Bank, which is further described in Part I, Item 1 in this Annual Report on Form 10-K under “Recent Bank Acquisitions,” including that revenue and expense synergies or other expected benefits may not materialize or in the time frame originally anticipated or may be more costly to achieve than anticipated and that the combined businesses may not perform as expected; • potential risks related to the integration of our completed acquisitions may not materialize or may be more costly to achieve than anticipated and that the combined businesses may not perform as expected; • the risk that we may not be successful in the implementation of our business strategy; • changes in assumptions used in making such forward-looking statements; and • other risks and uncertainties detailed in Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K. Forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made. 3 PART I ITEM 1. BUSINESS General Corporate Overview Eastern Bankshares, Inc., a Massachusetts corporation, which we sometimes refer to as the “Company,” is a bank holding company headquartered in Boston, Massachusetts that was incorporated under Massachusetts law in 2020. We are the sole shareholder of Eastern Bank, which we sometimes refer to as the “Bank,” a Massachusetts-chartered bank founded in 1818. Through the Bank, we provide a variety of banking and trust and investment services. As of December 31, 2025, we had total consolidated assets of $30.6 billion, total gross loans of $23.6 billion, total deposits of $25.5 billion and total shareholders’ equity of $4.3 billion. We are subject to comprehensive regulation and examination by the Massachusetts Commissioner of Banks, the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve Board, the Consumer Financial Protection Bureau and the New Hampshire Banking Department. Our diversified products and services include lending, deposit, and wealth management. Deposits obtained through the branch banking network have traditionally been the principal source of funds for use in lending and for other general business purposes. We offer a range of demand deposit accounts, interest checking accounts, money market accounts, savings accounts and time certificates of deposit accounts. Our lending focuses on the following loan categories: commercial and industrial, including our Asset Based Lending Portfolio, commercial real estate, commercial construction, small business banking, residential real estate and home equity loans. Through Cambridge Trust Wealth Management, a division of Eastern Bank, we provide a wide range of wealth management and trust services. In addition, we offer automated lock box collection services, cash management services and account reconciliation services to our corporate and institutional customers, as well as cash management services to our municipal clients. The only entity controlled directly by Eastern Bankshares, Inc. is Eastern Bank, which is a wholly owned subsidiary. Eastern Bank controls eight active subsidiaries as follows: 1. Broadway Securities Corporation, a wholly owned subsidiary engaged in buying, selling, dealing in and holding securities and in holding industrial revenue bonds (“IRBs”); 2. Real/Property Services, Inc., a wholly owned subsidiary that provides real estate services to Eastern Bank; 3. Millennium Corporation, a wholly owned subsidiary engaged in holding IRBs; 4. Shared Value Investments LLC, a wholly owned subsidiary that invests in low income housing and other tax credit investments; 5. High Street Securities Corporation, a wholly owned subsidiary engaged in buying, selling, dealing in and holding securities; 6. Cambridge Trust Company of New Hampshire, Inc., a wholly owned subsidiary engaged in providing specialized wealth management and trust services in New Hampshire; 7. HarborOne Mortgage, LLC, a wholly owned subsidiary engaged in mortgage lending, which merged into Eastern Bank on February 21, 2026; and 8. Rhode Island Passive Investment Corp., a wholly owned subsidiary engaged in commercial lending. Market Area and Competition Our primary market consists of the greater Boston area, specifically eastern, central and southern Massachusetts, southern New Hampshire, including the seacoast region, and Rhode Island. The statistical area used for government data gathering purposes that aligns most closely with our lending area is known as the Boston–Worcester–Providence combined statistical area, or CSA. In addition to greater Boston, this area includes the metropolitan areas of Manchester, New Hampshire; Worcester, Massachusetts; and Providence, Rhode Island. It also includes the Cape Cod region of Massachusetts. With an estimated population of 8.5 million, the Boston–Worcester–Providence CSA is the seventh largest CSA in the United States based upon 2024 population data (the latest date for which such information is available). We believe the Boston–Worcester–Providence CSA provides a well-diversified and resilient economic base. There are approximately 3.3 million households in the Boston–Worcester–Providence CSA with an average of 2.4 persons per household. Median household income in 2024 (the latest date for which such information is available) for the Boston–Worcester–Providence CSA was approximately $105,000 compared to $80,000 for the United States as a whole. The 4 estimated median age of the population in the Boston–Worcester–Providence CSA is 40.5 years, compared to 39.2 years for the United States as a whole. Home to over 100 colleges and universities, including nationally and internationally recognized institutions such as Boston College, Boston University, Brown University, Harvard University, Massachusetts Institute of Technology, Northeastern University, Wellesley College and Worcester Polytechnic Institute, the Boston–Worcester–Providence CSA includes many employers in what often is referred to as the “knowledge-based economy” that relies on highly-educated employees, professionals and entrepreneurs. Approximately 47.3% of the population in the Boston–Worcester–Providence CSA age 25 or older has at least a bachelor’s degree, compared to 36.9% for the United States as a whole as of December 31, 2025. Major employment sectors range from education, services, manufacturing and wholesale and retail trade, to finance, technology and health care. Professional, scientific, and technical services, which covers a variety of industries including computer systems design, scientific research and development, management consulting, architecture and law, comprise the second largest share of the Boston metropolitan statistical area employers. The financial services industry in general and in our market in particular is highly competitive. We face significant competition in gathering deposits and originating loans. Our most direct competition for deposits has historically come from banking institutions operating in our primary market area. Based on data from the FDIC as of June 30, 2025 (the latest date for which information is available), we had a weighted average deposit market share of 7.2% for the seven separate banking markets tracked by the Federal Reserve Board in which we have at least one branch. In the Boston market, which accounted for 91.2% of our deposits as of June 30, 2025, our market share was 4.4%, representing the fifth largest deposit share in that market. We also face competition for deposits from other financial services companies such as securities brokerage firms, credit unions, insurance companies and money market funds. In consumer banking, the industry has become increasingly dependent on and oriented towards technology-driven delivery systems, permitting transactions to be conducted through a wide variety of online and mobile channels. In addition, technology has lowered the barriers to entry and made it possible for non-bank institutions to attract funds and provide lending and other financial services in our market despite not having a physical presence here. Given their lower cost structure, non-bank institutions that choose to solicit deposits primarily through digital platforms often are able to offer rates on deposit products that are higher than average for retail banking institutions with a traditional branch footprint, such as us. The primary factors driving competition for consumer loans and deposits are interest rates, fees charged, customer service levels, convenience, including branch location and hours of operation, and the range of products and services offered. There is similarly intense competition in commercial banking, particularly for quality loan originations, from traditional banking institutions such as large regional banks, as well as commercial finance companies, leasing companies, insurance companies and other non-bank lenders, and institutional investors including collateralized loan obligation managers. Some larger competitors, including some of the largest banks in the United States, have a significant and, in many cases, growing presence in our market area, may offer a broader array of products and, due to their asset size, may sometimes be in a position to hold more exposure on their own balance sheets. We compete on a number of factors including, among others, customer service, quality of execution, range of products offered, price and reputation. We expect competition to continue to increase, especially as a result of regulatory and technological changes, the continuing trend of consolidation in the financial services industry, and the Federal Open Market Committee’s (the “FOMC’s”) monetary policy. Increased competition for deposits and the origination of loans could limit our growth in the future. Recent Bank Acquisitions Since our 2020 IPO, we have expanded our banking business through a combination of internal or “organic” growth complemented by opportunistic strategic transactions. Since 2020, we have completed three mergers or acquisitions of banking businesses, the most recent of which was on November 1, 2025, when HarborOne Bancorp (“HarborOne”) merged with and into the Company. In accordance with the merger agreement, each share of HarborOne common stock was exchanged for either (i) 0.765 shares of Company common stock and cash in lieu of any fractional share (“stock consideration”) or (ii) $12.00 in cash which was subject to allocation procedures to ensure that the total number of shares of HarborOne common stock that received the stock consideration represented between 75% and 85% of the total number of shares of HarborOne common stock outstanding immediately prior to the completion of the merger. The transaction qualified as a tax-free reorganization for federal income tax purposes. Immediately following our merger with HarborOne, HarborOne Bank, a wholly owned subsidiary of HarborOne, merged with and into Eastern Bank, with Eastern Bank continuing as the surviving entity. We issued 26.9 million shares of our common stock in the merger and paid aggregate cash consideration of $74.6 million. Based upon the closing price of our common stock on October 31, 2025 of $17.53 per share, the transaction is valued at approximately $550.1 million. In addition to increasing our loan and deposit base, the merger enabled us to expand our customer base in Rhode Island and deepen our presence in the Greater Boston area. 5 The merger was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations . Under this method of accounting, the respective assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of consideration paid over the estimated fair value of the net assets acquired totaled $202.2 million and was recorded as goodwill. The results of HarborOne’s operations were included in our Consolidated Financial Statements subsequent to the merger date. Business Strategy Our goal is to enhance our position as one of the leading banking institutions in our market, providing a broad array of banking and other financial services to retail, commercial and small business customers. In recent years, we have focused significant effort on and invested heavily in our infrastructure to create sophisticated and competitive products and services, a strong, experienced work force, and awareness of our banking and wealth management brands. As a result, we believe we are well positioned to capitalize on the opportunities available in our market by focusing on the following core strategies. Develop new customer relationships and deepen existing relationships. We seek to expand our market share in existing and contiguous markets across our businesses by leveraging our distinctive brands and delivering a diverse suite of tailored, high-quality solutions through a consultative, relationship-based approach reinforced by superior customer service. We believe this will result in disciplined growth of low-cost deposits, loans with attractive risk-adjusted returns and a steady stream of fee income. Our relationship-based approach has enabled us to achieve disciplined organic growth over time, and we expect this trend to continue. Leverage technology to enhance customer experience and drive operating efficiencies. We have made significant investments in our technology to ensure we can deliver high-quality, innovative products and services to our customers. We are committed to regularly investing in technology and data analytics, as we are positioning our franchise for the future. We believe these investments will differentiate us with our target customers and provide a scalable platform, which will generate significant operating leverage as we grow over time. Maintain and grow our experienced, diverse and customer-focused employee base. We have an established corporate culture based on personal accountability, high ethical standards and a commitment to training and career development. We will look to opportunistically hire talented employees with a continued emphasis on recruiting highly motivated, growth-oriented managers and employees who can establish and maintain long-term customer relationships that are key to our business, brands and culture. Manage risk to navigate a range of economic environments. We believe that our conservative credit culture, strong capital and sources of liquidity, and our deep client relationships are key to our long-term financial success. We believe that stable long-term growth and profitability are the result of building strong customer relationships one at a time while maintaining rigorous credit discipline. We supplement our conservative risk culture with a robust and continuous enterprise risk management program. Integrate recent acquisitions. While we are not interested in pursuing merger partners at this time, we have pursued merger partners in recent years and continue to integrate the most recent merger with HarborOne. When we have made acquisitions, our focus has been primarily on franchises that enhance our funding profile, product capabilities or geographic density, while maintaining an acceptable risk profile. Further, we believe the continuous need to make increasingly significant technological investments has greatly amplified the importance of scale in banking. Accordingly, although we are not interested in pursuing mergers at this time, we appreciate that market consolidation may present efficient and attractive opportunities to increase scale in the future. Lending Activities Lending Activities We use funds obtained from deposits, including brokered certificates of deposit, as well as funds obtained from the Federal Home Loan Bank (“FHLB”) of Boston (“FHLBB”) advances, primarily to originate loans and to invest in securities. We believe our loan portfolio is well diversified with approximately 12,000 commercial relationships at December 31, 2025. Our lending area mainly consists of the greater Boston area, specifically eastern and central Massachusetts, southern New Hampshire, including the seacoast region, and Rhode Island. Our lending focuses on the following categories of loans: Commercial and Industrial Loans. We offer a broad range of products, including lines of credit and term loans. We primarily target companies and institutions with annual revenues of $10 million to $500 million and strive to serve as the lead bank for customers with multi-product, long-term, profitable relationships with an emphasis on building long-term 6 relationships. In addition, we participate in the syndicated loan market, club lending transactions and the Shared National Credit Program (“SNC Program”), which is comprised of loans and commitments to extend credit aggregating more than $100 million or more at origination and shared by three or more unaffiliated supervised institutions. Loans in this category consist of lines of credit and term loans extended to businesses and corporate enterprises for the purpose of financing working capital, facilitating equipment purchases and facilitating acquisitions. As of December 31, 2025, we had total commercial and industrial loans of $4.3 billion, representing 18.6% of our total loans. The primary risk associated with commercial and industrial loans is the ability of borrowers to achieve business results consistent with those projected at origination. For commercial and industrial loans, our primary focus is middle-market companies located in the markets we serve. Loans are extended on both a secured and unsecured basis, according to the credit profile of the customer, at both fixed interest rates and variable interest rates at varying spreads over the Secured Overnight Financing Rate (“SOFR”) and Prime rate. The average tenure of our commercial and industrial portfolio varies according to market conditions but at December 31, 2025 it was approximately 5.5 years. In managing the commercial and industrial loan portfolio, we focus on the size of the customer’s lending relationship, which we view as the aggregate amount of all loans and loan commitments outstanding to a commercial borrower and any related borrowers or guarantors. The average commercial and industrial lending relationship by balance at December 31, 2025 was $3.8 million. At December 31, 2025, our ten largest commercial and industrial lending relationships, including relationships with combined commercial and industrial and owner-occupied commercial real estate exposure (e.g., combination of outstanding principal balance and undrawn commitment amount), had an average exposure of $87.5 million and ranged in exposure size from $56.7 million to $277.0 million. Approximately 68.1% of our commercial and industrial loan exposure at December 31, 2025 was to customers headquartered within our primary lending market, which consists of eastern and central Massachusetts, southern New Hampshire, including the seacoast region, and Rhode Island, although we participate in the syndicated loan market and the SNC Program. Our regulators and Eastern Bank consider a SNC to be any loan or loan commitment for which the commitment amount is equal to or greater than $100 million, in aggregate; and which is shared by three or more federally supervised unaffiliated institutions under a formal lending agreement; or a portion of which is sold to two or more federally supervised unaffiliated institutions, with the purchasing institutions assuming their pro rata share of the credit risk. Our commercial and industrial portfolio also includes our Asset Based Lending Portfolio (“ABL Portfolio”) and IRBs, which are municipal bonds issued to finance major capital projects. The majority of our IRB portfolio is in educational and other non-profit sectors. Commercial Real Estate Loans. Loans in this category include mortgage loans and lines of credit on commercial real estate, both investment and owner occupied. Property types financed include office, industrial, multi-family, affordable housing, retail, hotel and other type properties. As of December 31, 2025, we had total commercial real estate loans of $9.4 billion, representing 40.8% of our total loans. As of December 31, 2025, owner occupied loans totaled $1.2 billion, representing 12.9%, of our commercial real estate loans. Collateral values are established by independent third-party appraisals and evaluations. The primary repayment sources include operating income generated by the real estate, permanent debt refinancing and/or proceeds from the sale of the real estate. A portion of our commercial real estate loans were included in the SNC Program portfolio discussed above. Our commercial real estate loan portfolio also includes IRB loans as of December 31, 2025. The average outstanding loan balance in our commercial real estate portfolio was approximately $4.1 million as of December 31, 2025, although we originate commercial real estate loans with balances significantly larger than this average. At December 31, 2025, our ten largest commercial real estate loans had an average exposure of $38.1 million, ranging from $34.8 million to $48.9 million. We focus our commercial real estate lending on properties within our primary market area but will originate commercial real estate loans on properties located outside this area based on an established relationship with a strong borrower. We intend to continue to grow our commercial real estate loan portfolio while maintaining prudent underwriting standards. In addition to originating these loans, we also participate in commercial real estate loans with other financial institutions. Such participations are underwritten in accordance with our policies before we will participate in such loans. We originate a variety of fixed- and adjustable-rate commercial real estate loans with terms and amortization periods generally up to 30 years, which may include balloon loans. Interest rates and payments on most of our adjustable-rate loans are set based upon the 30-day SOFR index plus a margin. If we foreclose on a commercial real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be a lengthy process with substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic 7 losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial. Commercial Construction Loans. Loans in this category include construction project financing and are comprised of commercial real estate, business banking and residential loans for the purpose of constructing and developing real estate. Substantially all of our commercial construction portfolio is in commercial real estate. As of December 31, 2025, we had total commercial construction loans of $563.5 million, representing 2.4% of our total loans. The majority of the loans in this category, measured by the outstanding loan balance as of December 31, 2025, are secured by properties located in our primary lending area. At December 31, 2025, our ten largest construction loans had an average exposure of $30.0 million, ranging from $24.0 million to $36.0 million. A portion of our commercial construction loans were included in the SNC program portfolio discussed above. As of December 31, 2025, there were $17.3 million land development loans within the construction portfolio. Our commercial construction loan portfolio also includes IRB loans as of December 31, 2025. Most of our construction loans are interest-only loans that provide for the payment of interest during the construction phase, which is usually up to 36 months, although the terms of some construction loans are extended, generally for periods of six to 12 months. At the end of the construction phase, the loan may convert to a permanent mortgage loan or the loan may be paid in full. Loans generally can be made with a maximum loan-to-value ratio of 75% of the appraised market value upon completion of the project. When appropriate to the underwriting, a “discounted cash flow analysis” is utilized. Before making a commitment to fund a construction loan, we require an appraisal of the property by an independent licensed appraiser for construction and land development loans in excess of $500,000. For larger loans, we also will generally require an inspection of the property by an Eastern Bank-appointed construction engineer before disbursement of funds during the term of the construction loan. Small Business Loans. This category, which we refer to as “business banking,” is comprised of loans to small businesses with exposures of under $1.0 million and small investment real estate projects with exposures of under $3.0 million. These loans are separate and distinct from our commercial and industrial and commercial real estate portfolios described above due to the size of the loans. As of December 31, 2025, we had total business banking loans of $1.6 billion, representing 6.9% of our total loans. In this category, commercial and industrial loans and commercial real estate loans totaled $307.6 million and $1.3 billion, respectively, as of December 31, 2025. Business banking originations include traditionally underwritten loans as well as partially automated scored loans. Our proprietary decision matrix, which includes a number of quantitative factors including, but not limited to, a guarantor’s credit score, industry risk, and time in business, is used to determine whether to make business banking loans. A portion of our small business loans are guaranteed by the U.S. Small Business Administration (“SBA”), through the SBA 7(a) loan program. The SBA 7(a) loan program supports, through a United States Government guarantee, some portion of the traditional commercial loan underwriting that might not be fully covered absent the guarantee. Eastern Bank is a preferred lender under the SBA’s Preferred Lender Program, which allows expedited underwriting and approval of SBA 7(a) loans. Since 2009, Eastern Bank has been distinguished as the highest producer of SBA 7(a) loans, in terms of loan volume, in Massachusetts. One- to Four-Family Residential Real Estate Loans. Our one- to four-family residential real estate loan portfolio consists of mortgage loans that enable borrowers to purchase or refinance existing homes, most of which serve as the primary residence of the owner. As of December 31, 2025, we had total residential real estate loans of $5.2 billion, representing 22.7% of our total loans. Underwriting considerations include, among others, income sources and their reliability, willingness to repay as evidenced by credit repayment history, financial resources including cash reserves and the value of the collateral. We maintain policy standards for minimum credit score and cash reserves and maximum loan to value consistent with a “prime” portfolio. Collateral consists of mortgage liens on residential dwellings. We do not originate or purchase sub-prime or other high-risk loans. Our one-to four-family residential real estate loans generally do not have prepayment penalties. We generally do not offer loans with negative amortization and do not offer interest-only one- to four-family residential real estate loans, although we may provide for interest-only payments with respect to loan modifications. We originate residential loans either for sale to investors or to retain in our loan portfolio. Decisions about whether to sell or retain residential loans are made based on the interest rate characteristics, pricing for loans in the secondary mortgage market, competitive factors and our capital needs, although we generally retain non-conforming residential loans in our portfolio. Since 2016, we have outsourced to an independent third party the processing, underwriting (using our criteria) and closing of residential loans originated by our mortgage loan officers. Following our merger with HarborOne, which 8 included the acquisition of HarborOne’s mortgage company, a portion of our loans sold on the secondary markets are sold with servicing retained. During the year ended December 31, 2025, residential real estate mortgage loan originations for secondary market sale and sales on secondary market were $141.3 million and $149.8 million, respectively. In addition, we acquired serviced loans through our merger with HarborOne which amounted to $3.1 billion as of December 31, 2025. At December 31, 2025, our ten largest one- to four-family residential real estate loans had an average balance of $4.7 million, ranging from $4.0 million to $5.6 million. Home Equity Loans and Lines of Credit. Loans in this category consist of home equity lines of credit and home equity loans. We offer home equity lines of credit with cumulative loan-to-value ratios generally up to 80%, when taking into account both the balance of the home equity line of credit and first mortgage loan. We maintain policy standards for minimum credit score and cash reserves and maximum loan-to-value ratios consistent with a “prime” portfolio. For home equity loans and lines of credit originated in 2025, the average Fair Isaac Corporation (“FICO”) score was 769. As of December 31, 2025, we had total consumer home equity loans of $1.8 billion, representing 7.6% of our total loans. Home equity lines of credit are granted for ten years with monthly interest-only repayment requirements. Home equity lines of credit can be converted to term loans that are fully amortized. Underwriting considerations are materially consistent with those utilized in the residential real estate category. Collateral consists of a senior or subordinate lien on owner-occupied residential property. Other Consumer Loans. Loans in this category consist of unsecured personal lines of credit, overdraft protection, automobile loans, home improvement loans, airplane loans and other personal loans. As of December 31, 2025, we had total other consumer loans of $232.0 million, representing 1.0% of our total loans. Our policy and underwriting considerations in this category include, among others: income sources and reliability, credit histories, term of repayment and collateral value, as applicable. Commercial Loan Sales and Purchases We generally originate commercial loans for our portfolio, although we sell participation interests in commercial and industrial loans and commercial real estate loans to local financial institutions, primarily on the portion of loans exceeding our borrowing limits. We purchase loan participations from other financial institutions. As of December 31, 2025, the balance of loan participations purchased during the year then ended was $769.2 million. As of December 31, 2025, we held loan participation interests, including SNCs, totaling $3.3 billion in loans originated by other lenders, consisting of $1.5 billion of commercial and industrial loan participations, $1.6 billion of commercial real estate loan participations, $190.2 million of commercial construction loan participations, and $1.1 million of business banking loan participations. Loan Approval Procedures and Authority Our lending activities follow written, non-discriminatory underwriting standards and loan origination procedures established by Eastern Bank’s Board of Directors and management. Eastern Bank’s Board of Directors has delegated loan approval authority to certain officers up to prescribed limits, depending on the officer’s experience, the type of loan and whether the loan is secured or unsecured. Loans to commercial relationships of $3.0 million and above require approval by credit managers. Loans to commercial relationships greater than $5.0 million and up to our internal loans-to-one relationship limitation require approval by management’s Credit Committee. All commercial and industrial business banking loans under $1.0 million and all commercial real estate business banking loans under $2.5 million are approved by credit officers, with the loans above such levels approved by the Business Banking Credit Committee. Loan policy exceptions are fully disclosed to the approving authority, either an individual officer or the appropriate management or Credit Committee prior to approval. Exceptions are reported to the Risk Management Committee of the Board of Directors annually. Loans-to-One Borrower Limit and Loan Category Concentration The maximum amount that we may lend to one borrower and its related entities generally is limited, by statute, to 20% of our capital, which is defined under Massachusetts law as the sum of our capital shares, surplus account and undivided profits. At December 31, 2025, our regulatory limit on loans-to-one borrower was $868.1 million. Our internal loans-to-one borrower (and related entities) limits vary based upon factors such as loan type, industry, and risk rating. As of December 31, 2025, our maximum internal limit on loans-to-one borrower (and related entities) was $200.0 million. Aggregate exposure limits can be increased up to 10% on an exception basis with the approval of the Credit Committee, including the approval of the Chief Credit Officer and the Chief Commercial Banking Officer. 9 Investment Activities Our securities portfolio consists primarily of government-sponsored residential mortgage-backed securities (which includes collateralized mortgage obligations), government-sponsored commercial mortgage-backed securities (which includes collateralized mortgage obligations), U.S. Treasury securities, state and municipal bonds and obligations, and corporate bonds. We view our securities portfolio as a source of income and liquidity, and as a mechanism to manage interest rate risk on the balance sheet as a whole. Interest and principal payments generated from securities provide a source of liquidity to fund loans and meet short-term cash needs. The Risk Management Committee of the Board of Directors is responsible for approving and overseeing our investment policy, which it reviews at least annually. This policy dictates that investment decisions be made based on the safety of the investment, liquidity requirements, potential returns and market risk considerations. At December 31, 2025, our securities portfolio totaled $4.4 billion, and generated interest and dividends of 12.0% of total interest income for the year ended December 31, 2025. On at least a quarterly basis, we assess our securities portfolio for expected credit losses in accordance with the current expected credit losses (“CECL”) methodology, with separate approaches depending on whether a security is classified as available for sale (“AFS”) or held to maturity (“HTM”). Sources of Funds Deposits and other interest-bearing liabilities. At December 31, 2025, total deposits were $25.5 billion. Deposits originating through our branch banking network have traditionally been the principal source of our funds for use in lending and for other general business purposes. We offer a range of demand deposits, interest checking, money market accounts, savings accounts and time certificates of deposit. Interest rates on deposits are based on factors that include loan demand, deposit maturities, alternative costs of funds, and interest rates offered by competing financial institutions in our market area. We believe we have been able to attract and maintain satisfactory levels of deposits based on the level of service we provide to our customers, the convenience of our banking locations, our electronic banking options, and our interest rates, all of which are generally competitive with those of competing financial institutions. We also participate in the IntraFi Network, which allows us to provide access to FDIC deposit insurance protection on deposits for consumers, businesses and public entities that exceed same-bank FDIC insurance thresholds. We can elect to sell or repurchase this funding as reciprocal deposits from other IntraFi Network banks depending on our funding needs. As of December 31, 2025, we had repurchased $2.3 billion reciprocal deposits from other IntraFi Network banks and had no additional capacity. Borrowings. At December 31, 2025, total borrowings were $214.9 million. Borrowings consist of both short-term and long-term borrowings and primarily consist of FHLB advances. Borrowings provide us with one source of funding. Maintaining available borrowing capacity with the FHLB provides us with a contingent source of liquidity. Eastern Bank is a member of the FHLB of Boston (the FHLBB). The primary reason for our FHLBB membership is to gain access to a reliable source of wholesale funding, particularly term funding, as a tool to manage liquidity and interest rate risk. As a member of the FHLBB, we are required to purchase shares in the FHLBB. Accordingly, we had invested $13.8 million in shares of the FHLBB and had $199.6 million outstanding in FHLBB borrowings with original maturities ranging from 1 year to 20 years at December 31, 2025. We had $3.0 billion of borrowing capacity remaining with the FHLBB at December 31, 2025. See Note 11, “Borrowed Funds” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for more information regarding borrowings. Cambridge Trust Wealth Management Through our wealth management division, Cambridge Trust Wealth Management, we offer a range of wealth management and trust services, including managing customer investments, serving as custodian for customer assets, and providing other fiduciary services including serving as trustee and personal representative of estates. Our clients include individuals, trusts, businesses, employer-sponsored retirement plans and charitable organizations. Services offered include financial planning and portfolio management. At December 31, 2025, Cambridge Trust Wealth Management held $10.1 billion of assets in a fiduciary, custodial or agency capacity for customers. These assets are not assets of Eastern Bank and therefore are not included in the Consolidated Balance Sheets included in this Annual Report on Form 10-K. Our Cambridge Trust Wealth Management division had revenue of $69.9 million during the year ended December 31, 2025. Regulation We are subject to the extensive regulatory framework applicable to bank holding companies, bank subsidiaries and their affiliates. This framework is intended primarily for the protection of depositors, the FDIC’s Deposit Insurance Fund and the banking system as a whole, and generally is not intended for the protection of shareholders or other investors. 10 Described below are the material elements of selected laws and regulations applicable to us, the Bank, our subsidiaries and our affiliates. These descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described. General Eastern Bank is a Massachusetts-chartered non-member bank. Eastern Bank’s deposits are insured up to applicable limits by the FDIC. Eastern Bank is subject to extensive regulation by the Massachusetts Commissioner of Banks, as its chartering authority, and by the FDIC, as its primary federal regulator. Eastern Bank is required to file reports with, and is periodically examined by, the Massachusetts Commissioner of Banks and the FDIC concerning its activities and financial condition and must obtain regulatory approvals prior to entering into certain transactions, including, but not limited to, mergers with or acquisitions of other financial institutions. Eastern Bank is a member of the FHLBB. Eastern Bank is subject to federal and state regulation and supervision that establishes a comprehensive framework of activities in which an insured state-chartered bank can engage and is intended primarily for the protection of depositors and borrowers and, for purposes of the FDIC, the protection of the deposit insurance fund. The statutory regulatory structure also gives both federal and state regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. As a bank holding company, Eastern Bankshares, Inc. is required to comply with the rules and regulations of the Federal Reserve Board. It is required to file certain reports with the Federal Reserve Board and is subject to examination by and subject to the enforcement authority of the Federal Reserve Board. Eastern Bankshares, Inc. is also subject to examination by the Massachusetts Commissioner of Banks. In addition, Eastern Bankshares, Inc. is subject to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) under the federal securities laws. Any change in applicable laws or regulations could have a material adverse impact on the operations and financial performance of Eastern Bankshares, Inc. and Eastern Bank. In addition, Eastern Bankshares, Inc. and Eastern Bank are affected by the monetary and fiscal policies of the United States government, including the Federal Reserve Board. In view of changing conditions in the national economy and in the financial markets, it is impossible for management to accurately predict future changes in monetary policy or the effect such changes may have on the business or financial condition of Eastern Bankshares, Inc. and Eastern Bank. Set forth below is a brief description of material regulatory requirements that are applicable to Eastern Bank and Eastern Bankshares, Inc. The description is limited to certain material aspects of the statutes and regulations addressed, and is not intended to be a complete description of such statutes and regulations and their effects on Eastern Bank and Eastern Bankshares, Inc. Massachusetts Banking Laws and Supervision Eastern Bank, as a Massachusetts-chartered bank, is regulated and supervised by the Massachusetts Commissioner of Banks. The Massachusetts Commissioner of Banks is required to regularly examine each state-chartered bank. The approval of the Massachusetts Commissioner of Banks is required to establish or close branches, to merge with another bank, to issue shares and to undertake certain other activities. Any Massachusetts bank that does not operate in accordance with the regulations, policies and directives of the Massachusetts Commissioner of Banks may be sanctioned. The Massachusetts Commissioner of Banks may suspend or remove directors or officers of a Massachusetts-chartered bank who have violated the law, conducted a bank’s business in a manner that is unsafe, unsound or contrary to the depositors’ interests, or been negligent in the performance of their duties. In addition, the Massachusetts Commissioner of Banks has the authority to appoint the FDIC as a receiver or conservator if the Massachusetts Commissioner of Banks or the FDIC determine that a Massachusetts-chartered bank is conducting business in an unsafe or unauthorized manner, and under certain other circumstances. The powers that Massachusetts-chartered banks can exercise under these laws include, but are not limited to, the following: Lending Activities. A Massachusetts-chartered bank may make a wide variety of mortgage loans including fixed-rate loans, adjustable-rate loans, variable-rate loans, participation loans, graduated payment loans, construction and development loans, condominium and co-operative loans, second mortgage loans and other types of loans that may be made in accordance with applicable regulations. Commercial loans may be made to corporations and other commercial enterprises with or without security. Consumer and personal loans may also be made with or without security. Investment Activities. In general and subject to constraints under federal law, Massachusetts-chartered banks may invest in preferred and common shares of any corporation organized under the laws of the United States or any state 11 provided such investments do not involve control of any corporation and do not, in the aggregate, exceed 4.0% of the bank’s deposits and have separate authority to invest up to 15% of the bank’s assets in shares listed on a national share exchange in the United States. Massachusetts-chartered banks may additionally invest an amount equal to 1.0% of their deposits in shares of Massachusetts corporations or companies with substantial employment in Massachusetts which have pledged to the Massachusetts Commissioner of Banks that such monies will be used for further development within Massachusetts. At the present time, Eastern Bank has the grandfathered authority under state law to invest in equity securities. However, such investment authority is constrained by federal law. See the subsection titled “—Federal Bank Regulation—Investment Activities” for such federal restrictions. Dividends. Massachusetts-chartered banks may declare from net profits cash dividends not more frequently than quarterly and non-cash dividends at any time. No dividends may be declared, credited or paid if the bank’s capital is impaired. Massachusetts-chartered banks with outstanding preferred stock may not, without the prior approval of the Massachusetts Commissioner of Banks, declare dividends on its common stock without also declaring dividends on the preferred stock. The approval of the Massachusetts Commissioner of Banks is required if the total of all dividends declared in any calendar year exceeds the total of its net profits for that year combined with its retained net profits of the preceding two years, less any required transfer to surplus or a fund for the retirement of any preferred shares. Net profits for this purpose means the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets after deducting current operating expenses, actual losses, accrued dividends on preferred shares, if any, and all federal and state taxes. Liquidation Account Effect on Dividends. As a result of the conversion of Eastern Bank Corporation, the predecessor holding company of Eastern Bank, from a mutual into a stock holding company in connection with our IPO (the “Conversion”), Eastern Bankshares, Inc. may not declare or pay a cash dividend on, or repurchase any of its capital shares if the effect thereof would cause its net worth to be reduced below (i) the amount required for the liquidation account established by Eastern Bankshares, Inc. in connection with the IPO (“Liquidation Account”) or (ii) the regulatory capital requirements of Eastern Bankshares, Inc. (to the extent applicable). The Liquidation Account was designed to provide payments to depositors of their liquidation interests, if any, in the end of a liquidation of (a) Eastern Bankshares, Inc. and Eastern Bank, or (b) Eastern Bank. Under the plan of conversion of Eastern Bank Corporation in connection with the Conversion, eligible account holders received an interest in a liquidation account maintained by Eastern Bankshares, Inc. in an amount equal to (i) Eastern Bank Corporation’s ownership interest in Eastern Bank’s total shareholders’ equity as of the date of the latest statement of financial condition included in our IPO prospectus, plus (ii) the value of the net assets of Eastern Bank Corporation as of the date of the latest statement of financial condition of Eastern Bank Corporation prior to the consummation of the conversion (excluding its ownership of Eastern Bank). Eastern Bank Corporation’s plan of conversion also provided for the establishment of a parallel liquidation account maintained at Eastern Bank to support Eastern Bankshares, Inc.’s liquidation account in the event Eastern Bankshares, Inc. does not have sufficient assets to fund its obligations under Eastern Bankshares, Inc.’s liquidation account. Eastern Bankshares, Inc. and Eastern Bank hold the Liquidation Account for the benefit of eligible account holders who have continued to maintain deposits in Eastern Bank following completion of the conversion. Share Repurchases. Eastern Bankshares, Inc. may not repurchase any of its capital stock if the effect thereof would cause its net worth to be reduced below (i) the amount required for the Liquidation Account or (ii) the regulatory capital requirements of Eastern Bankshares, Inc. (to the extent applicable). On October 23, 2025, we announced the approval from our Board of Directors for our most recent share repurchase program. The program, which authorized the purchase of up to 11,900,000 shares of common stock over a 12-month period, expires on October 31, 2026. Protection of Personal Information. Massachusetts has adopted statutory and regulatory requirements intended to protect personal information. The requirements are similar to federal laws such as the Gramm-Leach-Bliley Act, discussed below under “—Federal Bank Regulation—Privacy Regulations.” They require organizations to establish written information security programs to prevent identity theft and other fraud. The Massachusetts regulation also contains technology system security requirements, especially for the encryption of personal information sent over wireless or public networks or stored on portable devices. Parity Powers. Massachusetts-chartered banks may, in accordance with Massachusetts law, exercise any power and engage in any activity that has been authorized for national banks, federal thrifts or state banks in a state other than Massachusetts, provided that the activity is permissible under applicable federal law and is not specifically prohibited by Massachusetts law. Such powers and activities must be subject to the same limitations and restrictions imposed on the national bank, federal thrift or out-of-state bank that exercised the power or activity. A Massachusetts bank may exercise such powers, and engage in such activities by providing 30 days’ advanced written notice to the Massachusetts Commissioner of Banks. 12 Loans to One Borrower Limitations. Massachusetts banking law grants broad lending authority. However, with certain limited exceptions, total obligations of one borrower and related interests to a bank may not exceed 20.0% of the total of the bank’s capital, which is defined under Massachusetts law as the sum of the bank’s capital shares, surplus account and undivided profits. Loans to a Bank’s Insiders. Under Massachusetts law, a Massachusetts-chartered bank must comply with Regulation O of the Federal Reserve Board and the Massachusetts Commissioner of Banks retains examination and enforcement authority to ensure compliance. Regulation O generally requires that extensions of credit to insiders: • be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; • not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the Massachusetts financial institution’s capital; and • meet other definitional and procedural requirements as specified in the regulation. Regulatory Enforcement Authority. Any Massachusetts-chartered bank that does not operate in accordance with the regulations, policies and directives of the Massachusetts Commissioner of Banks may be subject to sanctions for non-compliance, including seizure of the property and business of the bank, imposition of a conservatorship or revocation of its charter. The Massachusetts Commissioner of Banks may, under certain circumstances, suspend or remove officers or directors who have violated the law, conducted the bank’s business in a manner which is unsafe, unsound or contrary to the depositors’ interests or been negligent in the performance of their duties. In addition, upon finding that a bank has engaged in an unfair or deceptive act or practice, the Massachusetts Commissioner of Banks may issue an order to cease and desist and impose a fine on the bank concerned. Massachusetts consumer protection and civil rights statutes applicable to Eastern Bank permit private individual and class action lawsuits and provide for the rescission of consumer transactions, including loans, and the recovery of statutory and punitive damage and attorney’s fees in the case of certain violations of those statutes. Massachusetts has other statutes and regulations that are similar to the federal provisions discussed below. New Hampshire Banking Laws and Supervision Eastern Bank's subsidiary, Cambridge Trust Company of New Hampshire, Inc., a New Hampshire state-chartered non-depository trust company, is subject to supervision, periodic examination, and regulation by The State of New Hampshire Banking Department. Federal Bank Regulation Capital Requirements. Federal regulations require FDIC-insured depository institutions, such as Eastern Bank, to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets ratio of 8.0%, and a Tier 1 capital to average assets leverage ratio of 4.0%. The Federal Reserve has substantially identical requirements for the holding company. For further discussion of these requirements, see Note 15, “Minimum Regulatory Capital Requirements” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. For purposes of the regulatory capital requirements, common equity Tier 1 capital is generally defined as common shareholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital. Additional Tier 1 capital includes certain noncumulative perpetual preferred shares and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred shares and long-term perpetual preferred shares, mandatory convertible securities, intermediate preferred shares and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets. As permitted by applicable capital regulations, we have opted out of the requirement to include Accumulated Other Comprehensive Income (“AOCI”) in our regulatory capital determinations. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, all assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and certain United States government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one to four- family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight 13 of 150% is assigned to certain past due loans and a risk weight of up to 600% is assigned to permissible equity interests, depending on certain specified factors. In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” in an amount of 2.5% or greater, on top of the minimum risk-based capital ratios. For banking organizations seeking to avoid the limitations on capital distributions and discretionary bonus payments, the capital conservation buffer effectively increases the minimum common equity Tier 1 capital ratio to 7.0%, the minimum Tier 1 capital ratio to 8.5%, and the minimum total capital ratio to 10.5%. At December 31, 2025, Eastern Bank exceeded the regulatory requirement for the capital conservation buffer. The FDIC Improvement Act required each federal banking agency to revise its risk-based capital standards for insured institutions to ensure that those standards take adequate account of interest-rate risk, concentration of credit risk, and the risk of nontraditional activities, as well as to reflect the actual performance and expected risk of loss on multi-family residential loans. The FDIC, along with the other federal banking agencies, adopted a regulation providing that the agencies will take into account the exposure of a bank’s capital and economic value to changes in interest rate risk in assessing a bank’s capital adequacy. The FDIC also has authority to establish individual minimum capital requirements in appropriate cases upon determination that an institution’s capital level is, or is likely to become, inadequate in light of the particular circumstances. Standards for Safety and Soundness. As required by statute, the federal banking agencies adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness to implement safety and soundness standards. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The guidelines address internal controls and information systems, internal audit systems, credit underwriting, loan documentation, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. The agencies have also established standards for safeguarding customer information. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. Investment Activities. All state-chartered FDIC-insured banks, including Massachusetts-chartered banks, are generally limited in their investment activities to principal and equity investments of the type and in the amount authorized for national banks, notwithstanding state law, subject to certain exceptions. For example, state-chartered banks may, with FDIC approval, continue to exercise state authority that was in existence as of September 30, 1991, to invest in common or preferred shares listed on a national securities exchange and in the shares of an investment company registered under the Investment Company Act of 1940, as amended. The maximum permissible investment is 100% of Tier 1 Capital, as specified by the FDIC’s regulations, or the maximum amount permitted by Massachusetts law, whichever is less. In addition, the FDIC is authorized to permit such a state bank to engage as principal in state-authorized activities or investments not permissible for national banks (other than non-subsidiary equity investments) if it meets all applicable capital requirements and the FDIC determines that such activities or investments do not pose a significant risk to the Deposit Insurance Fund. The FDIC has adopted procedures for institutions seeking approval to engage in such activities or investments. In addition, a nonmember bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a “financial subsidiary” if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes. Interstate Banking and Branching. Federal law permits well capitalized and well managed bank holding companies to acquire banks in any state, subject to Federal Reserve Board approval, certain concentration limits and other specified conditions. Interstate mergers of banks are also authorized, subject to regulatory approval and other specified conditions. In addition, amendments adopted as part of the Dodd-Frank Act permit banks to establish de novo branches on an interstate basis to the extent that branching is authorized by the law of the host state for the banks chartered by that state. Prompt Corrective Regulatory Action. Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. The FDIC has adopted regulations to implement the prompt corrective action legislation. An institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a common equity Tier 1 ratio of 6.5% or greater and a leverage ratio of 5.0% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a common equity Tier 1 ratio of 4.5% or greater and a leverage ratio of 4.0% or greater. An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a common equity Tier 1 ratio of less than 4.5% or a leverage ratio of less than 4.0%. An institution is deemed to be 14 “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a common equity Tier 1 ratio of less than 3.0% or a leverage ratio of less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%. As of December 31, 2025, Eastern Bank was a “well capitalized” institution under FDIC regulations. At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends, and restrictions on the acceptance of brokered deposits. Furthermore, if an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the appropriate federal banking agency, and the holding company must guarantee the performance of that plan. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or undercapitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment. An undercapitalized bank’s compliance with a capital restoration plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5.0% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more of a number of additional restrictions, including but not limited to an order by the FDIC to sell sufficient voting shares to become adequately capitalized, requirements to reduce total assets, cease receipt of deposits from correspondent banks or dismiss directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. “Critically undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status. Transaction with Affiliates and Regulation W of the Federal Reserve Board Regulations. Transactions between banks and their affiliates are governed by federal law. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company and any companies which are controlled by such parent holding company are affiliates of the bank (although subsidiaries of the bank itself, except financial subsidiaries, are generally not considered affiliates). Generally, Section 23A of the Federal Reserve Act and the Federal Reserve Board’s Regulation W limit the extent to which the bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10.0% of such institution’s capital shares and surplus, and with all such transactions with all affiliates to an amount equal to 20.0% of such institution’s capital shares and surplus. Section 23B applies to “covered transactions” as well as to certain other transactions and requires that all such transactions be on terms substantially the same, or at least as favorable, to the institution or subsidiary as those provided to a non-affiliate. The term “covered transaction” includes the making of loans to, purchase of assets from, and issuance of a guarantee to an affiliate, and other similar transactions. Section 23B transactions also include the provision of services and the sale of assets by a bank to an affiliate. In addition, loans or other extensions of credit by the financial institution to the affiliate are required to be collateralized in accordance with the requirements set forth in Section 23A of the Federal Reserve Act. Sections 22(h) and (g) of the Federal Reserve Act place restrictions on loans to a bank’s insiders, i.e., executive officers, directors and principal shareholders. Under Section 22(h) of the Federal Reserve Act, loans to a director, an executive officer and to a greater than 10.0% shareholder of a financial institution, and certain affiliated interests of these, together with all other outstanding loans to such person and affiliated interests, may not exceed specified limits. Section 22(h) of the Federal Reserve Act also requires that loans to directors, executive officers and principal shareholders be made on terms and conditions substantially the same as offered in comparable transactions to persons who are not insiders and also requires prior board approval for certain loans. In addition, the aggregate amount of extensions of credit by a financial institution to insiders cannot exceed the institution’s unimpaired capital and surplus. Section 22(g) of the Federal Reserve Act places additional restrictions on loans to executive officers. Enforcement. The FDIC has extensive enforcement authority over insured state-chartered banks, including Eastern Bank. The enforcement authority includes, among other things, the ability to assess civil money penalties, issue cease and desist orders, remove directors and officers and prohibit institution affiliated parties from banking. In general, these enforcement actions may be initiated in response to violations of laws and regulations, breaches of fiduciary duty and unsafe or unsound practices. The FDIC is required, with certain exceptions, to appoint a receiver or conservator for an insured state nonmember bank if that bank was “critically undercapitalized” on average during the calendar quarter beginning 270 days after the date on which the institution became “critically undercapitalized.” The FDIC may also appoint itself as conservator or receiver for an insured state non-member bank under specified circumstances, including: insolvency; substantial dissipation of assets or earnings through violations of law or unsafe or unsound practices; existence of an unsafe or unsound condition to transact business; insufficient capital; or the incurrence of losses that will deplete substantially all of the institution’s capital with no reasonable prospect of replenishment without federal assistance. 15 Federal Insurance of Deposit Accounts. Eastern Bank is a member of the Deposit Insurance Fund, which is administered by the FDIC. The Deposit Insurance Fund provides deposit insurance of $250,000 per depositor, per insured bank, for each of the eight ownership categories defined by the FDIC, provided that the requirements for each ownership category are met. The FDIC assesses deposit insurance premiums on each insured institution quarterly based on risk characteristics of the institution. As a bank with assets of more than $10 billion, Eastern Bank is subject to a deposit assessment based on a scorecard issued by the FDIC. This scorecard considers, among other things, Eastern Bank’s rating under the Federal Financial Institutions Examination Council’s Uniform Financial Institutions Rating System, or CAMELS rating, results of asset-related stress testing and funding-related stress, as well as our use of core deposits, among other things. Depending on the results of Eastern Bank’s performance under that scorecard, the total base assessment rate is between 1.5 and 40 basis points. The FDIC Board of Directors may also impose special assessments under stressed circumstances. On November 16, 2023, the FDIC published in the Federal Register its final rule that imposes special assessments to recover the loss to the DIF arising from the March 2023 bank failures. The assessment base for the special assessments is equal to an insured depository institution’s (“IDI”) estimated uninsured deposits, reported as of December 31, 2022, adjusted to exclude the first $5 billion in estimated uninsured deposits from the IDI, or for IDIs that are part of a holding company with one or more subsidiary IDIs, at the banking organization level. The final rule calls for the FDIC to collect special assessments at an annual rate of approximately 13.4 basis points, over eight quarterly assessment periods. Because the estimated loss pursuant to the systemic risk determination will be periodically adjusted, the FDIC retains the ability to cease collection early, extend the special assessment collection period beyond the initial eight-quarter collection period to collect the difference between actual or estimated losses and the amounts collected, and impose a final shortfall special assessment on a one-time basis. The final rule set an effective date of April 1, 2024, with special assessments collected beginning with the first quarterly assessment period of 2024. The FDIC has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of Eastern Bank. Future insurance assessment rates cannot be predicted. For further information regarding risks related to insurance assessments, please refer to “Risk Factors—Risks Related to Regulations—An increase in FDIC insurance assessments could significantly increase our expenses” in Part I, Item 1A of this Annual Report on Form 10-K Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule order or regulatory condition imposed in writing. We do not know of any practice, condition or violation that might lead to termination of deposit insurance. Privacy Regulations. FDIC regulations generally require that Eastern Bank disclose its privacy policy, including identifying with whom it shares a customer’s “non-public personal information,” to customers at the time of establishing the customer relationship and annually thereafter. In addition, Eastern Bank is required to provide its customers with the ability to “opt-out” of having their personal information shared with unaffiliated third parties and not to disclose account numbers or access codes to non-affiliated third parties for marketing purposes. Eastern Bank currently has a privacy protection policy in place and believes that such policy is in compliance with the regulations. Community Reinvestment Act. Under the Community Reinvestment Act, or CRA, as implemented by FDIC regulations, Eastern Bank as a non-member bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low- and moderate-income (“LMI”) neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA does require the FDIC, in connection with its examination of a non-member bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to acquire branches and other financial institutions. The CRA requires the FDIC to provide a written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system. Eastern Bank’s most recently published FDIC CRA performance rating was “Outstanding.” Massachusetts has its own statutory counterpart to the CRA which is also applicable to Eastern Bank. The Massachusetts version is generally similar to the CRA but utilizes a five-tiered descriptive rating system. Massachusetts law requires the Massachusetts Commissioner of Banks to consider, but not be limited to, a bank’s record of performance under Massachusetts law in considering any application by the bank to establish a branch or other deposit-taking facility, to relocate an office or to merge or consolidate with or acquire the assets and assume the liabilities of any other banking institution. Eastern Bank’s most recent 2022 CRA performance rating under Massachusetts law was “Outstanding.” On October 24, 2023, the FDIC, the Office of the Comptroller of the Currency (the “OCC”), and the Federal Reserve Board jointly issued a final rule that makes comprehensive amendments to the FDIC’s regulation implementing the 16 CRA. The amendments will change the ways that the agencies evaluate the engagement by Eastern Bank and other banks with assets of $2 billion or more with LMI individuals and communities, small businesses, and small farms, including conducting separate assessments of such banks’ activities using four tests: (1) retail lending, (2) retail services and products, (3) community development financing, and (4) community development services. The amendments will update the CRA regulations to evaluate CRA performance outside traditional assessment areas generated by the growth of non–branch delivery systems, such as online and mobile banking. The amendments also will require Eastern Bank and other banks with assets of $2 billion or more to delineate their geographic CRA assessment areas on the basis of full counties, metropolitan divisions, or metropolitan statistical areas. The final rule generally took effect on April 1, 2024, with certain provisions becoming effective on January 1, 2026, and January 1, 2027. Compensation Practices. Our compensation practices are subject to oversight by the Federal Reserve Board and the FDIC. The federal banking regulators have provided guidance designed to ensure that incentive compensation arrangements at banking organizations take into account risk and are consistent with safe and sound practices. The guidance sets forth the following three key principles with respect to incentive compensation arrangements: (i) the arrangements should provide employees with incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk; (ii) the arrangements should be compatible with effective controls and risk management; and (iii) the arrangements should be supported by strong corporate governance. The guidance provides that supervisory findings with respect to incentive compensation will be incorporated, as appropriate, into the organization’s supervisory ratings, which can affect its ability to make acquisitions or perform other actions. The guidance also provides that enforcement actions may be taken against a banking organization if its incentive compensation arrangements or related risk management, control or governance processes pose a risk to the organization’s safety and financial weakness. The federal banking agencies have yet to adopt regulations implementing the executive compensation provisions of the Dodd Frank Act. Additionally, federal securities regulations promulgated by the Securities and Exchange Commission require disclosures pertaining to executive compensation, including executive compensation paid to certain executive officers, the relationship of executive compensation to company financial performance, and our executive compensation policies and practices. Consumer Protection and Fair Lending Regulations. Massachusetts-chartered banks are subject to a variety of federal and Massachusetts statutes and regulations that are intended to protect consumers and prohibit discrimination in the granting of credit. These statutes and regulations provide for a range of sanctions for non-compliance with their terms, including imposition of administrative fines and remedial orders, and referral to the Attorney General for prosecution of a civil action for actual and punitive damages and injunctive relief. Certain of these statutes authorize private individual and class action lawsuits and the award of actual, statutory and punitive damages and attorneys’ fees for certain types of violations. The U.S. Department of Justice also has authority to enforce federal fair lending laws. Consumer Financial Protection Bureau Supervision. With total assets in excess of $10 billion, Eastern Bank is classified as a large bank and therefore is subject to direct supervision and examination by the Consumer Financial Protection Bureau (the “CFPB”) for compliance with federal consumer financial law under Title X of the Dodd-Frank Act. USA PATRIOT Act. Eastern Bank is subject to the USA PATRIOT Act, which gave federal agencies additional powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act provided measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents, and parties registered under the Commodity Exchange Act. Other Regulations Interest and other charges collected or contracted for by Eastern Bank are subject to state usury laws and federal laws concerning interest rates. Loan operations are also subject to state and federal laws applicable to credit transactions, such as the: • Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; • Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; • Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies; 17 • Massachusetts Debt Collection Regulations, establishing standards, by defining unfair or deceptive acts or practices, for the collection of debts from persons within the Commonwealth of Massachusetts and the General Laws of Massachusetts, Chapter 167E, which governs Eastern Bank’s lending powers; and • Rules and regulations of the various federal and state agencies charged with the responsibility of implementing such federal and state laws. The deposit operations of Eastern Bank also are subject to, among others, the: • Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; • Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check; • Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and • General Laws of Massachusetts, Chapter 167D, which governs deposit powers. Federal Reserve System Historically, the Federal Reserve Board regulations required depository institutions to maintain interest-earning reserves against their transaction accounts. However, in March of 2020, the Federal Reserve Board eliminated reserve requirements and therefore there was no minimum reserve requirement as of December 31, 2025. The Federal Reserve Board has stated that it has no plans to re-impose reserve requirements. However, they may adjust reserve requirement ratios in the future if conditions warrant. The annual interest rate on reserve balances was 3.7% as of December 31, 2025. Federal Home Loan Bank System Eastern Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks. The FHLB provides a central credit facility primarily for member institutions. Members of the FHLB are required to acquire and hold shares of capital stock in the FHLB bank of which they are a member. Eastern Bank acquired capital shares in the FHLBB and was in compliance with this requirement at December 31, 2025. Based on redemption provisions of the FHLBB, the shares have no quoted market value and are carried at cost. Eastern Bank reviews for impairment based on the ultimate recoverability of the cost basis of the FHLBB shares. As of December 31, 2025, no impairment had been recognized. At its discretion, the FHLBB may declare dividends on the shares. The FHLBs are required to contribute a percentage of their net earnings towards funds for affordable housing programs. These requirements could reduce the amount of dividends that the FHLBs pay to their members and result in the FHLBs imposing a higher rate of interest on advances to their members. Dividend income from the FHLB during the year ended December 31, 2025 was $0.5 million. There can be no assurance that such dividends will continue in the future. Holding Company Regulation Eastern Bankshares, Inc. is subject to examination, regulation, and periodic reporting under the Bank Holding Company Act of 1956, as amended, as administered by the Federal Reserve Board. Eastern Bankshares, Inc. is required to obtain the prior approval of the Federal Reserve Board to acquire all, or substantially all, of the assets of any bank or bank holding company. Prior Federal Reserve Board approval would be required for Eastern Bankshares, Inc. to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if, after such acquisition, it would, directly or indirectly, own or control more than 5% of any class of voting shares of the bank or bank holding company. In addition to the approval of the Federal Reserve Board, prior approval may also be necessary from other agencies having supervisory jurisdiction over the bank to be acquired before any bank acquisition can be completed. A bank holding company is generally prohibited from engaging in non-banking activities, or acquiring direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve Board has determined by regulation to be so closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing discount brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property; (vi) making investments in corporations or projects designed primarily to 18 promote community welfare; and (vii) acquiring a savings and loan association whose direct and indirect activities are limited to those permitted for bank holding companies. The Gramm-Leach-Bliley Act of 1999 authorized a bank holding company that meets specified conditions, including being “well-capitalized” and “well managed,” to opt to become a “financial holding company” and thereby engage in a broader array of financial activities than previously permitted. Such activities can include insurance underwriting and investment banking. Eastern Bankshares, Inc. has no present plan or intent to elect to become a financial holding company. Eastern Bankshares, Inc. is subject to the Federal Reserve Board’s capital adequacy guidelines for bank holding companies (on a consolidated basis) which have historically been similar to, though less stringent than, those of the FDIC for Eastern Bank. The Dodd-Frank Act, however, required the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to the depository institutions themselves. Consolidated regulatory capital requirements identical to those applicable to the subsidiary banks apply to bank holding companies. A bank holding company is generally required to give the Federal Reserve Board prior written notice of any purchase or redemption of then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of its consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve Board order or directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. There is an exception to this approval requirement for well-capitalized bank holding companies that meet certain other conditions. The Federal Reserve Board has issued a policy statement regarding capital distributions, including dividends, by bank holding companies. In general, the Federal Reserve Board’s policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. The Federal Reserve Board’s policies also require that a bank holding company serve as a source of financial strength to its subsidiary banks by standing ready to use available resources to provide adequate capital funds to those banks during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. The Dodd-Frank Act codified the source of strength doctrine. Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. In addition, the Federal Reserve Board has issued guidance that requires consultation with the agency prior to a bank holding company’s payment of dividends or repurchase of shares under certain circumstances. These regulatory policies could affect the ability of Eastern Bankshares, Inc. to pay dividends, repurchase its shares or otherwise engage in capital distributions. Under the Federal Deposit Insurance Act, depository institutions are liable to the FDIC for losses suffered or anticipated by the FDIC in connection with the default of a commonly controlled depository institution or any assistance provided by the FDIC to such an institution in danger of default. Eastern Bankshares, Inc. does not control two depository institutions that would subject it to the cross-guarantee provisions of the Federal Deposit Insurance Act. The status of Eastern Bankshares, Inc. as a registered bank holding company under the Bank Holding Company Act will not exempt it from certain federal and state laws and regulations applicable to corporations generally, including, without limitation, certain provisions of the federal securities laws. Massachusetts Holding Company Regulation. Under the Massachusetts banking laws, a company owning or controlling two or more banking institutions is regulated as a bank holding company. The term “company” is defined by the Massachusetts banking laws similarly to the definition of “company” under the Bank Holding Company Act. Each Massachusetts bank holding company: (i) must obtain the approval of the Massachusetts Board of Bank Incorporation before engaging in certain transactions, such as the acquisition of more than 5% of the voting shares of another banking institution; (ii) must register, and file reports, with the Massachusetts Commissioner of Banks; and (iii) is subject to examination by the Massachusetts Commissioner of Banks. As of the date of this Annual Report on Form 10-K, Eastern Bankshares, Inc. is not a “bank holding company” under the Massachusetts banking laws, because Eastern Bank is our sole bank subsidiary. In connection with any future acquisitions, we may elect to operate the acquired bank as a separate bank subsidiary for a relatively brief period, in which case Eastern Bankshares, Inc. would be subject to regulation as a bank holding company for purposes of Massachusetts law. Federal Securities Laws The class of common stock of Eastern Bankshares, Inc. is registered with the Securities and Exchange Commission under the Exchange Act, and therefore Eastern Bankshares Inc. and our shareholders are subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Exchange Act. 19 The registration under the Securities Act of 1933 of shares of common stock issued in Eastern Bankshares, Inc.’s IPO under the Securities Act of 1933, as amended (“Securities Act”) does not cover the resale of those shares. Shares of common stock purchased by persons who are not affiliates of Eastern Bankshares, Inc. may be resold without registration. Shares purchased by an affiliate of Eastern Bankshares, Inc. are subject to the resale restrictions of Rule 144 under the Securities Act (“Rule 144”). If Eastern Bankshares, Inc. meets the current public information requirements of Rule 144, each affiliate of Eastern Bankshares, Inc. that complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of the outstanding shares of Eastern Bankshares, Inc., or the average weekly volume of trading in the shares during the preceding four calendar weeks. In the future, Eastern Bankshares, Inc. may permit affiliates to have their shares registered for sale under the Securities Act. Sarbanes-Oxley Act of 2002 The Sarbanes-Oxley Act of 2002 is intended to improve corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to federal securities laws. We have policies, procedures and systems designed to comply with these regulations, and we review and document such policies, procedures and systems to ensure continued compliance with these regulations. Change in Control Regulations Under the Change in Bank Control Act, no person, or group of persons acting in concert, may acquire control of a bank holding company such as Eastern Bankshares, Inc. unless the Federal Reserve Board has been given 60 days’ prior written notice and not disapproved the proposed acquisition. The Federal Reserve Board considers several factors in evaluating a notice, including the financial and managerial resources of the acquirer and competitive effects. Control, as defined under the applicable regulations, means the power, directly or indirectly, to direct the management or policies of us or to vote 25% or more of any class of voting securities of ours. Acquisition of more than 10% of any class of a bank holding company’s voting securities constitutes a rebuttable presumption of control under certain circumstances, including where the issuer has registered securities under Section 12 of the Exchange Act. Substantially similar requirements are imposed under Massachusetts law with respect to the acquisition of control, directly or indirectly, of Eastern Bank. In addition, federal regulations provide that no company may acquire control (as defined in the Bank Holding Company Act) of a bank holding company without the prior approval of the Federal Reserve Board. Any company that acquires such control becomes a “bank holding company” subject to registration, examination and regulation by the Federal Reserve Board. Legal and Regulatory Proceedings We operate in a legal and regulatory environment that exposes us to potentially significant risks. In addition to the matters described below, in the normal course of business, we are named, from time to time, as a defendant in various legal actions, including class actions and other individual litigation matters, arising in connection with our activities as a banking institution, including with respect to allegations of unfair or deceptive business practices and our role in administering trusts for which we are a trustee alone or with others. We also face legal exposure associated with employment actions, which at times can result in matters against Eastern Bank before the Massachusetts Commission Against Discrimination or the U.S. Equal Employment Opportunity Commission. Actual or threatened legal actions against us may include claims for substantial amounts of compensatory damages, claims for intermediate amounts of compensatory damages and claims for punitive damages. Compliance with all applicable laws and regulations involves a significant investment in time and resources. Any new laws or regulations applicable to our business, any changes to existing laws or regulations, or any changes to the interpretations or enforcement of those laws or regulations, may affect our operations and/or financial condition. For additional information, see Note 18, “Commitments and Contingencies” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. In part as a result of the extensive regulation, supervision and examination of our business described elsewhere in this Annual Report on Form 10-K, we are also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding our business, certain of which may result in adverse judgments, settlements, fines, penalties, public or private censure, increased costs, required remediation, restriction on business activities or other impacts on us. We contest liability and the amount of damages as appropriate in each pending matter. Where available information indicates that it is probable a liability has been incurred at the date of the Consolidated Financial Statements and we can reasonably estimate the amount of that loss, we accrue the estimated loss as a charge to income. 20 In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss. We cannot predict with certainty if, how or when such proceedings will be resolved or what the eventual settlement, fine, penalty or other relief, if any, may be, particularly for proceedings that are in their early stages of development or where plaintiffs seek substantial or indeterminate damages. Numerous issues may need to be resolved before liability can be reasonably estimated, including through potentially lengthy discovery and determination of important factual matters, determination of issues related to class certification and the calculation of damages and by addressing novel or unsettled legal questions relevant to the proceedings in question. The activities of Eastern Bank, including with respect to disclosures about and implementation of numerous consumer products, are subject to various laws and numerous regulations, including those related to unfair or deceptive acts or practices. If Eastern Bank is found to have violated one or more consumer protection laws, it may be required to pay restitution to certain affected customers in connection with certain of these practices. In addition, Eastern Bank may face formal administrative enforcement actions from its federal and other governmental supervisory agencies, including the assessment of civil monetary penalties and restitution, relating to consumer products, and could also face potential civil litigation. To the extent that we acquire other companies, our business may be negatively impacted by certain risks inherent with such acquisitions, including assumption of or potential exposure to significant liabilities of the acquired business, some of which may be unknown or contingent at the time of acquisition, including, without limitation, liabilities for regulatory and compliance issues. For further information regarding risks related to regulatory actions and litigation, please refer to “Risk Factors—Risks Related to Our Business—Operational risks are inherent in our businesses,” “Risk Factors—Risks Related to Regulations” in Part I, Item 1A of this Annual Report on Form 10-K. Human Capital Management Human Capital Management is critical to the success of our Company. We are deeply committed to maintaining a highly skilled and qualified workforce that reflects the communities we serve, who provide exceptional services to our customers. The Company (with subsidiaries) employed a total of 2,450 employees as of December 31, 2025, of which 2,247 were full-time employees. We focus on creating an employee-centric, inclusive work environment that supports the attraction and retention of top talent necessary to driving our business. We continue to offer flexible work arrangements, which remain a key differentiator in our ability to hire and retain high-performing employees, particularly across our hybrid workforce, where much of our critical talent resides. We also believe that our culture, grounded in integrity, teamwork, innovation, commitment and diversity, equity and inclusion, drives a high performing workplace, reduces turnover and strengthens employee engagement. We were recognized as a 2025 Best Place to Work for Disability Inclusion by Disability:IN’s Disability Index for the second year in a row and as a “2025 Best Place for Working Parents.” We were also recognized in 2025 as a “Best Place to Work” for LGBTQ+ equality by the Human Rights Campaign for the 12th consecutive year. These recognitions underscore our commitment to building a workplace where all employees are positioned to succeed. Employee Engagement We engage our employees through a range of formal and informal channels. One of the ways we promote engagement is through our 13 employee resource groups (“ERGs”) that are open to all employees. Our two newest ERG’s, Shalom! Eastern’s Jewish Alliance and IMAN (Faith) Eastern’s Muslim Employee Resource Group, have helped promote cultural understanding, community, and employee programming. Each ERG serves as a source of professional networking, community building and engagement, helping to ensure our workplace remains inclusive for all colleagues. In 2025, we continued to expand opportunities for employees to connect directly with leadership. We hosted 11 virtual Town Hall meetings, led by our Executive Chair, during which employees engage directly with senior leaders. These sessions remain a key component of our transparent culture and our commitment to listening to employees. We also engage our employees through more formal surveys. In 2025, we conducted our large-scale annual employee engagement survey, which produced strong results that exceeded our financial services benchmark: • 94% of employees responded to our survey • 87% of employees reported they were proud to work for Eastern • 87% of employees are positively engaged • 86% reported they are able to be themselves at work We remain focused on career development and job mobility to sustain top talent engagement, with 37% of open positions filled by internal talent. We delivered training and development programs across the employee base to support 21 strategic priorities likes sales growth and manager effectiveness. We continue to prioritize colleague wellbeing through enhanced mental health support, including benefits and educational offerings and programming. Together, these efforts reinforce our ongoing investment in creating a workplace that supports colleagues’ personal wellbeing and professional growth. Following the HarborOne merger, we enhanced our onboarding program to ensure that our new colleagues from HarborOne quickly acclimated to our Company, culture, and their roles. In 2025, we continued supporting our employees’ commitment to engage with our customers and our communities by offering paid time off for volunteer service. Many departments participate in group volunteer events at our non-profit customers and community partners to deepen customer relationships and team building. In recognition of our community support, we were named among the top 10 most charitable organizations in Massachusetts for the 14th year by the Boston Business Journal. We also strive to engage employees through meaningful support during their most challenging moments. In 2025, we continued to support a fund that provides cash grants to eligible employees experiencing an unexpected financial hardship. We also provide paid time off for colleagues who experience a pregnancy loss or unsuccessful in vitro fertilization (IVF) treatment. Pay & Benefits Our compensation and benefits programs are designed to attract, motivate and retain talent, including executive management, in support of both our short-term and long-term business objectives. We implement these programs through sound compensation principles and policies that prioritize pay for performance and fairness, as well as compensation-related risk mitigation. To help ensure pay equity across the organization, we conduct annual pay equity analyses with the support of external advisors. We also seek to offer competitive compensation by utilizing market data, conducting compensation comparison analyses and engaging expert independent compensation and benefits consulting firms for industry benchmarking. We believe we offer a comprehensive and competitive benefits program that provides meaningful choice for employees at different stages of their personal and professional journeys. Our benefits include: health, dental and vision coverage; paid parental leave and other paid time off; short- and long-term disability benefits; health and flexible spending accounts; tuition reimbursement; and an Employee Assistance Program. We also offer a comprehensive portfolio of wellness offerings supporting our employees’ mental, physical, emotional, and financial health. In 2025, we continued to offer three separate retirement benefits, which we believe helps us attract and retain top talent: a defined pension benefit plan, a 401(k) contribution, and an employee stock ownership plan (“ESOP”) through which Company stock is allocated to all eligible employees (based on age and hours worked). Through the ESOP, a majority of our employees are also shareholders, reinforcing our commitment to shared success and long-term value creation. Employee Turnover In 2025, we continued to bring high-performing talent into our workforce through both the HarborOne merger and our ongoing recruiting efforts, including in key areas such as commercial lending, wealth management and private banking, to help drive organic growth. Turnover remained at a normalized and healthy level and was lower than the prior year. We continued to focus on development plans for high-performing talent, with an emphasis on retention risk mitigation to help ensure continuity in critical roles. The successful integration of the HarborOne employees further strengthened our overall talent base, expanded internal pipelines, and enhanced our organizational capabilities and footprint. Management regularly reports on hiring and internal talent movement to the Board of Directors and the Compensation and Human Capital Management Committee. Intellectual Property We protect our intellectual property rights by applying for and obtaining trademarks and service marks when appropriate. We believe that our name, our marks and our logo have significant value and are important to our operations, and we rely on protection of this intellectual property to maintain our competitive position. We monitor our trademarks and vigorously oppose the infringement of any of our marks as appropriate. Available Information We file annual, quarterly, and current reports, proxy statements and other information required by the Exchange Act with the SEC. Our SEC filings are available to the public from the SEC’s internet site at www.SEC.gov. We post the following filings to investor.easternbank.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our annual reports on Form 10-K, our proxy statements, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Paper copies of all such filings are available free of charge by request via email (investor.relations@easternbank.com), telephone (781-598-7920) or mail (Eastern Bankshares, Inc. Investor Relations at 125 22 High Street, Boston, MA 02110). The information contained or incorporated on our website is not a part of this Annual Report on Form 10-K. We may use our website as a means of disclosing material information and for complying with our disclosure obligations under Regulation Fair Disclosure promulgated by the SEC. These disclosures are included on our website in the “Investor Relations” or “News” sections. Accordingly, investors should monitor these portions of our website, in addition to following the Company’s press releases, SEC filings, public conference calls and webcasts. 23 ITEM 1A. RISK FACTORS We are subject to a number of risks potentially affecting our business, financial condition, results of operations and cash flows. As a company offering banking and other financial services, certain elements of risk are inherent in our transactions and operations and are present in the business decisions we make. We, therefore, encounter risk as part of the normal course of our business, and we design risk management processes to help manage these risks. Our success is dependent on our ability to identify, understand and manage the risks presented by our business activities so that we can appropriately balance revenue generation and profitability. These risks include, but are not limited to, credit risk, capital risk, market risks, liquidity risks, cyber risk, interest rate risks, operational risks, model risks, technology, compliance, regulatory and legal risks, and strategic and reputational risks. We discuss our principal risk management processes and, in appropriate places, related historical performance in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included in Part II, Item 7 in this Annual Report on Form 10-K. You should carefully consider the following risk factors, as well as the other information set forth in this Annual Report on Form 10-K, in evaluating whether to make or retain an investment in our common stock. If any of the following risks actually occur, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our common stock would likely decline due to any of these risks, and you may lose all or part of your investment. The following risks are not the only risks we face. Additional risks that are not presently known or that we presently deem to be immaterial also could have a material adverse effect on our future business, financial condition, results of operations and cash flows. Summary of Material Risk Factors This section summarizes some of the risks potentially affecting our business, financial condition, results of operations and cash flows. These risks and others are discussed in more detail further below in this section. You should consider this summary together with the more detailed information provided below. Various risks, including risks associated with changes in interest rates, loan losses, cybersecurity and regulatory compliance, are inherent in our business and our industry generally. • Increases in interest rates have had and in the future could have a material adverse effect on many areas of our business, including net interest income, the earnings and volume of interest-earning assets and interest-bearing liabilities, and loan delinquency, and increases in interest rates may have a material adverse effect on our operating results. • If our allowance for loan losses is insufficient to cover actual loan losses, our earnings and capital could decrease. • The geographic concentration of our loan portfolio and lending activities in eastern Massachusetts, southern and coastal New Hampshire, and Rhode Island makes us vulnerable to a downturn in our local economy. • We face security risks to our information databases, including information we maintain relating to our customers, as precautions taken by us and our vendors may not be completely effective to prevent unauthorized access, human error, phishing attacks or other events that could impact the security, reliability, confidentiality, integrity and availability of our systems or those of our vendors. • We operate in a highly competitive industry, and technological advances have lowered barriers to entry and made it possible for non-banks to offer products and services, such as loans and payment services, that traditionally were banking products. • We may be unable to successfully execute on our strategic plan or performance targets, including through a failure to attract or retain the necessary highly skilled and qualified personnel. • Actions of activist shareholders could cause us to incur substantial costs, divert management’s attention and resources and have an adverse effect on our business. • The fair value of our investments, including our securities portfolio, has declined due to increases in interest rates beginning in March 2022 and could decline further in the future due to increases in interest rates. Unrealized gains and losses, net of tax, in the estimated fair value of the available-for-sale portfolio is recorded as other comprehensive income, which has the effect of reducing our shareholders’ equity and therefore our tangible book value per share, which is a metric many investors in our common stock consider. • Commercial loans, including those secured by commercial real estate, are generally riskier than other types of loans and constitute a significant portion of our loan and lease portfolio. 24 • We face significant legal and regulatory risks, both from regulatory investigations and proceedings and from private actions brought against us. • Operational risk and losses can result from factors such as internal and external fraud; errors by employees or third parties; failure to document transactions properly or to obtain proper authorization; failure to comply with applicable regulatory requirements and conduct of business rules; equipment failures, including those caused by natural disasters or utility outages; business continuity and data security system failures, including those encountered while implementing major new computer systems or upgrades to existing systems; or the inadequacy or failure of systems and controls, including those of our suppliers or counterparties. • We may be adversely affected by weaknesses in financial institutions, the financial markets and economic conditions in the United States, market changes, or changes in equity markets. • We are subject to capital and liquidity standards that may change from time to time, and we may be unable to raise additional capital if needed on terms that are acceptable to us, or at all. • Our business is subject to extensive state and federal regulations, which often limit or restrict our activities and may impose material financial requirements or limitations on the conduct of our business. • We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions, or could impede or materially delay our receipt of regulatory approval to acquire other companies. • We may incur fines, penalties and other negative consequences from regulatory violations, which could include inadvertent or unintentional violations. • We may be unable to disclose some restrictions or limitations on our operations imposed by our regulators. There are various risks associated with acquisitions, any of which could have a material adverse effect on our business. • We may be unsuccessful in realizing the expected benefits of the HarborOne acquisition or other acquired businesses, including failure to retain key employees or customers, incurrence of unexpected difficulty or expense in integrating operations, technologies or customers, assumption of significant (and potentially unknown) liabilities, and inexperience with the products and/or geographies offered by the acquired business, all of which could divert our management’s attention and/or negatively impact our financial results. • When we acquire a business, a portion of the purchase price of the acquisition typically is allocated to goodwill and other identifiable intangible assets. The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired determines the amount of the purchase price that is allocated to goodwill acquired. Under current accounting guidance, if we determine that goodwill or intangible assets are impaired, we would be required to write down the value of these assets. • We operate in a competitive market and may be unable to successfully identify additional acquisition opportunities or compete for attractive acquisition targets. Certain provisions of our articles of organization, as well as state and federal banking laws, may make our stock a less attractive investment compared to the stock of peer companies. • Our articles of organization provide that state and federal courts located in Massachusetts will be the exclusive forum for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes. • A beneficial holder of 10% or more of our shares is entitled to cast only one one-hundredth (1/100th) of a vote per share for each share in excess of the 10% threshold. * * * Risks potentially affecting our business, financial condition, results of operations and cash flows You should carefully consider the following risk factors that may affect our business, future operating results and financial condition, as well as the other information set forth in this Annual Report on Form 10-K, before making an investment decision regarding our common stock. The following risks are not the only risks we face. Additional risks that are not presently known or that we presently deem to be immaterial also could have a material adverse effect on our financial condition, results of operations and business. Please refer to the note at the beginning of this section for important caveats related to the following risk factors. 25 Risks Related to Acquisitions The Company may fail to realize all of the anticipated benefits of HarborOne or other acquired businesses, particularly if the integration of the acquired businesses is more difficult than expected. The Company may fail to realize some or all of the anticipated benefits of HarborOne or other acquired businesses if the integration process takes longer or is more costly than expected. Furthermore, any number of unanticipated adverse occurrences for either the acquired business or the Company may cause us to fail to realize some or all of the expected benefits. The integration process, which is ongoing for HarborOne, could result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Each of these issues might adversely affect the Company during the transition period, resulting in adverse effects on the Company following the merger. Additionally, our assumptions regarding the fair value of assets being acquired or projections of future benefits following the merger could prove to be inaccurate. As a result, revenues may be lower than expected or costs may be higher than expected and the overall benefits of the merger may not be as great as anticipated, any of which could materially and adversely affect our business, financial condition, results of operations, and future prospects. The Company may be unsuccessful in retaining personnel. The success of the acquisition of HarborOne or other previously acquired companies depends in part on the Company’s ability to retain key employees currently employed by the Company and employees who join the Company from the acquired company. If the Company is unable to retain key employees, including management, who are critical to the successful integration and future operations of the combined company, the Company could face disruptions in its business and operations, loss of existing customers, loss of key information and, expertise and unanticipated additional recruitment costs. In addition, if key employees terminate their employment, management’s attention may be diverted from successfully integrating the acquired company to hiring suitable replacements, all of which may cause the Company’s business to suffer. The Company has incurred and expects to continue to incur costs related to the acquisition and integration of HarborOne and other businesses. The Company incurs significant, non-recurring costs when it agrees to acquire other businesses. In addition, the Company incurs integration costs following the completion of acquisitions as it integrates the acquired business, including facilities and systems consolidation costs and employment-related costs. The Company may also incur additional costs to retain key employees. There can be no assurances that the expected benefits and efficiencies related to the integration of the acquired businesses will be realized to offset these transaction and integration costs over time. Regulatory approvals required for future business acquisitions, if any, may not be received, may take longer to receive than expected, or may impose burdensome conditions, which could impose additional costs and could delay or prevent completion of the acquisition. Before a merger or other acquisition may be completed, certain approvals or consents must be obtained from various bank regulatory and other authorities of the United States, the Commonwealth of Massachusetts and the State of New Hampshire. These governmental entities, including the Federal Reserve Board, the FDIC, the Massachusetts Division of Banks, the New Hampshire Banking Department, and Rhode Island Department of Business Regulation, may impose conditions on the completion of the transaction or require changes to the terms of the transaction, require divestitures or place restrictions on our conduct after the completion of the transaction. Any such conditions or changes could have the effect of delaying completion of the transaction or imposing additional costs on or limiting the revenues of the Company following the completion of the transaction, any of which might have a material adverse effect on the Company. Though we are not focused on acquisitions, if in the future we acquire other companies, our business may be negatively impacted by certain risks inherent with such acquisitions. A significant component of our historic growth has been through acquisitions of other financial institutions or business lines. We may not be able to grow our business in the future through acquisitions for a number of reasons, including: • Market conditions and the attractiveness of acquisition opportunities compared to other uses of capital; • Competition with other prospective buyers resulting in our inability to undertake an acquisition at an acceptable price or in our paying a substantial premium over the fair value of the net assets of the acquired business; • Inability to obtain regulatory or shareholder approvals, delays in obtaining regulatory approvals; or the imposition of costly or burdensome conditions to regulatory approvals; • Potential difficulties relating to the integration of the operations, technologies, products and the key employees or management of the acquired business, resulting in the diversion of resources from the operation of our existing business; 26 • Acquisitions of new lines of business may present risks that are different from those that we are accustomed to managing, requiring us to implement new or enhanced procedures and controls and diverting resources from the operation of our existing business; • Inability to maintain existing customers of the acquired business or to sell the products and services of the acquired business to our existing customers; • Assumption of or potential exposure to significant liabilities of the acquired business, some of which may be unknown or contingent at the time of acquisition; • Exposure to potential asset quality issues of the acquired business; • Failure to mitigate deposit erosion or loan quality deterioration at the acquired business; • Potential changes in banking or tax laws or regulations that may affect the acquired business; • Inability to improve the revenues and profitability or realize the cost savings and synergies expected of the acquired business; • Potential future impairment of the value of goodwill and intangible assets acquired, as discussed below and elsewhere in this Annual Report on Form 10-K; and • Identification of internal control deficiencies of the acquired business. We anticipate that whenever we acquire a business through a merger or another type of transaction, a portion of the purchase price of the acquisition will be allocated to goodwill and other identifiable intangible assets, and our subsequent evaluation of that goodwill, at least annually, will be a critical accounting estimate. Under current accounting rules, at the time we complete an acquisition, the excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired will determine the amount of the purchase price that is allocated to goodwill acquired, and subsequently, if we determine that goodwill or intangible assets are impaired, we would be required to write down the value of these assets. If such a write-down occurs, it may have a material adverse effect on our financial condition and operating results. (For more information regarding the risk of goodwill impairment, please see “We may be required to write down goodwill and other acquisition-related identifiable intangible assets.”) All of these and other potential risks may serve as a diversion of our management’s attention from other business concerns, and any of these factors could have a material adverse effect on our business. Moreover, acquisitions typically involve the payment of a premium over book and market values, and therefore, some dilution of our tangible book value and net income per share may occur in connection with any future transaction. Risks Related to Our Business and Our Industry Generally Changes in interest rates have impacted and may continue to impact our profitability and financial condition. Net interest income historically has been, and we anticipate that it will remain, a significant component of our total revenue. A high percentage of our assets and liabilities involve interest-bearing or interest-related instruments. Thus, changes in interest rates have impacted and will likely continue to impact many areas of our business, including net interest income, both the earnings and volume of interest-earning assets and interest-bearing liabilities, as well as loan delinquency and the fair values of our investment portfolio. Interest rates are highly sensitive to many factors that are beyond our control, including global, national, regional and local economic conditions, the effects of disease pandemics such as COVID-19, competitive pressures, and policies of various governmental and regulatory agencies and, in particular, the FOMC. Changes in interest rates have influenced and will continue to influence the interest we receive on loans and securities and the amount of interest we pay on deposits and borrowings, our ability to originate loans and obtain deposits, and the fair value of our financial assets and liabilities. If the interest rates on our interest-bearing liabilities increase at a faster pace than the interest rates on our interest earning assets, our net interest income may decline and, with it, a decline in our earnings may occur. Our net interest income and our earnings would be similarly affected if the interest rates on our interest earning assets declined at a faster pace than the interest rates on our interest-bearing liabilities. Higher interest rates generally are associated with a lower volume of loan originations and refinancings, while lower interest rates are usually associated with higher loan originations and refinancings. Our ability to generate gains on sales of mortgage loans is significantly dependent on the level of originations. Cash flows are affected by changes in market interest rates. Generally, in rising interest rate environments, loan prepayment rates are likely to decline, and in falling interest rate environments, loan prepayment rates are likely to increase. A significant amount of our commercial and industrial and commercial real estate, including multi-family residential real estate loans, are adjustable-rate loans and an increase in the general level of interest rates may adversely affect the ability of borrowers, especially those with adjustable rate loans, to pay 27 their loan obligations. Changes in interest rates, prepayment speeds and other factors may also cause the value of our loans held for sale to change. Although we have implemented risk management strategies, as well as policies and procedures designed to manage the risks associated with changes in market interest rates, changes in interest rates have from time to time had and may in the future have an adverse effect on our operating results and financial condition. If actual borrower or depositor behavior or overall economic conditions in the future are significantly different than we anticipate, then our risk mitigation may be insufficient to protect against interest rate risk and our operating results and financial condition would be adversely affected. If our allowance for loan losses is insufficient to cover loan losses, our earnings and capital could decrease. At December 31, 2025, our allowance for loan losses was $331.8 million, or 1.44% of total loans, compared to $229.0 million, or 1.29% of total loans, at December 31, 2024. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for many of our loans. If our assumptions in determining the amount of allowance for loan losses are incorrect, or if delinquencies or non-performing loans increase, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, which would require additions to our allowance, which could materially decrease our net income. In addition, our federal and state regulators, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to increase the allowance by recognizing additional provisions for loan losses charged to income, or to charge-off loans, which, net of any recoveries, would decrease the allowance for loan losses. Any such additional provision for loan losses or net increase in charge-offs could have a material adverse effect on our financial condition and results of operations. The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the local economy. We primarily serve individuals, businesses and municipalities located in eastern and central Massachusetts, including the greater Boston metropolitan area, southern New Hampshire, including its coastal region, and Rhode Island. At December 31, 2025, approximately $16.7 billion, or 89.6% of our total loans secured by real estate were secured by real estate located in this market area. Therefore, our success is largely dependent on the economic conditions, including employment levels, population growth, income levels, savings trends and government policies, in this market area. Weaker economic conditions caused by recessions, unemployment, inflation, a decline in real estate values or other factors beyond our control may adversely affect the ability of our borrowers to service their debt obligations and could result in higher loan and lease losses and lower net income for us. A substantial portion of our loan portfolio is composed of loans secured by real estate property located in the greater Boston metropolitan area. This makes us vulnerable to a downturn in the local economy and real estate markets. Decreases in local real estate values caused by economic conditions or other events could adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure. A worsening of business and economic conditions generally or specifically in the principal markets in which we conduct business could have adverse effects on our business, including the following: • A decrease in the demand for, or the availability of, loans and other products and services offered by us; • A decrease in the value of our loans held for sale or other assets secured by residential or commercial real estate; • An impairment of certain intangible assets, such as goodwill; • A decrease in interest income from variable rate loans due to declines in interest rates; and • An increase in the number of clients and counterparties who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to us, which could result in a higher level of non-performing assets, net charge-offs, provisions for loan losses, and valuation adjustments on loans held for sale. Moreover, a significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment, public health crises or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. In addition, deflationary pressures, if present, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance. If economic conditions worsen or volatility increases, 28 our business, financial condition and results of operations could be materially adversely affected. For more information about our market area, please see the “Business” section included in Part I, Item 1 in this Annual Report on Form 10-K. Our ability to manage reputational risk is critical to attracting and maintaining customers, investors and employees and to the success of our business, and the failure to do so may materially adversely affect our performance. As a bank with strong local and community relationships, our reputation is a valuable component of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities in our market area. We strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or by events beyond our control, our business and operating results may be adversely affected. Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, the perception of unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, cybersecurity breaches and questionable or fraudulent activities of our customers. We have policies and procedures in place to protect our reputation and promote ethical conduct, but these policies and procedures may not be fully effective. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, all of which could adversely affect our operating results. Social media may exacerbate the risk of negative publicity, including by amplifying and accelerating the dissemination of rumors and disinformation. The Financial Stability Board, an international body that monitors and makes recommendations about the global financial system, released a report in October 2024 acknowledging the potential for social media to facilitate or accelerate deposit runs through the propagation of information, including rumors or false information. In its report, the Financial Stability Board noted that the repetition of information in social media, which users experience through the re-posting or liking of other people’s posts, can reinforce a message and may make the message more believable. We face continuing and growing security risks to our information systems including information we maintain relating to our customers. We are subject to certain operational risks, including data processing system failures and errors, inadequate or failed internal processes, customer or employee fraud and catastrophic failures resulting from terrorist acts or natural disasters. We rely on electronic communications and information systems to conduct our business and to store sensitive data, including financial information regarding customers. Our electronic communications and information systems infrastructure, as well as the systems infrastructures of the vendors we use, may be vulnerable to unauthorized access, human error, computer viruses, denial-of-service attacks, malicious code, spam attacks, phishing, ransomware or other forms of social engineering and other events that could impact the security, reliability, confidentiality, integrity and availability of our systems or those of our vendors. Financial services institutions and companies engaged in data processing have reported breaches in the security of their systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service or sabotage systems. Denial of service attacks have been launched against a number of large financial services institutions. Hacking and identity theft risks, in particular, could cause serious reputational harm. Cyber threats are rapidly evolving, and we may not be able to anticipate or prevent all such attacks. For example, a type of artificial intelligence program (AI) known as “Agentic AI” has further exacerbated risks by allowing bad actors to more easily use sophisticated and iterative methods of facilitating fraud through the creation of synthetic identities and “deepfake” images and documentation. Although to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that we will not suffer such losses in the future. No matter how well designed or implemented our controls are, we will not be able to anticipate all security breaches of these types, and we may not be able to implement effective preventive measures against such security breaches in a timely manner. A failure or circumvention of our security systems could have a material adverse effect on our business operations and financial condition. We regularly assess and test our security systems and disaster preparedness, including back-up systems, but the risks are continually escalating. We may not be able to fully protect against these events given the rapid evolution of new vulnerabilities, the complex and distributed nature of our systems, our interdependence on the systems of other companies and the increased sophistication of potential attack vectors and methods against our systems. As a result, cybersecurity and the continued enhancement of our controls and processes to protect our systems, data and networks from attacks, unauthorized access or significant damage remain a priority. Accordingly, we may be required to expend additional resources to enhance our protective measures or to investigate and remediate any information security vulnerabilities or exposures. Any breach of our system security could result in disruption of our operations, unauthorized access to confidential customer information, significant regulatory costs, such as enforcement actions and/or the imposition of civil money penalties, litigation exposure and 29 other possible damages, loss or liability. Such costs or losses could exceed the amount of available insurance coverage, if any, and would adversely affect our earnings. Also, any failure to prevent a security breach or to quickly and effectively deal with such a breach could cause reputational harm, negatively impact customer confidence, undermine our ability to attract and keep customers, and possibly result in regulatory sanctions. Technology has lowered barriers to entry and made it possible for non-banks to offer products and services that traditionally were banking products, and made it possible for technology companies to compete with financial institutions in providing electronic, internet-based, and mobile phone-based financial solutions. Competition with non-banks, including technology companies, to provide financial products and services is intensifying. In particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow. Fintechs have and may continue to offer bank or bank-like products. Federal and state bank regulatory agencies have demonstrated a willingness to permit non-traditional bank charters for fintechs, which increases competition in the industry. In addition, other fintechs, through commercials relationships with existing banks, offer deposit-like products to their customers under current and proposed interagency guidelines on third party relationships. In addition, large technology companies have begun to make efforts toward providing financial services directly to their customers and are expected to continue to explore new ways to do so. Many of these companies have fewer regulatory constraints, and some have lower cost structures, in part due to the lack of physical locations and regulatory compliance costs. Some of these companies also have greater resources to invest in technological improvements than we currently have. In addition to external competition, as described below, the financial services industry, including the banking sector, is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. New, unexpected technological changes could have a disruptive effect on the way banks offer products and services. We believe our success depends on our ability to use technology to offer products and services that provide convenience to customers and to create additional efficiencies in our operations. However, we may not be able to keep up with the rapid pace of technological changes or be successful in marketing these products and services to our customers. As a result, our ability to compete effectively to attract or retain new business may be impaired, and our business, financial condition or results of operations may be adversely affected. We may not be able to successfully implement future information technology system enhancements, or such implementations could be delayed materially, which could adversely affect our business operations and profitability. We invest significant resources in information technology system enhancements in order to provide functionality and security at an appropriate level. We may not be able to successfully implement and integrate future system enhancements, or such implementations could be delayed materially, or could become obsolete quickly due to the increasing rates of technological innovation, which could adversely impact our ability to meet our legal and regulatory requirements, which could result in regulatory fines. In addition, future system enhancements could have higher than expected costs and/or result in operating inefficiencies, which could increase implementation and ongoing operational costs. Failure to optimize future system enhancements could result in impairment charges that adversely impact our financial condition and results of operations. In addition, we may incur significant training, licensing, maintenance, consulting and amortization expenses during and after systems enhancements or implementations. References in this Annual Report to “AI” refer to both Generative AI and Agentic AI, unless otherwise specified. Generative AI, sometimes called gen AI, is a type of AI that can create original content in response to a user’s prompt or request. AI is an emerging technology that presents both opportunities and risks to our business. While the use of AI is not currently material to our operations, its increasing use is subject to risks that algorithms and datasets are flawed or may be insufficient, poorly suited to purpose or contain biased information. The models used and results generated by AI and machine learning are not always transparent, which could increase the risk of unintended deficiencies. These deficiencies could result in inaccurate or ineffective decisions, predictions or analyses, which could subject our business to competitive harm, legal liability, increased regulatory scrutiny, reputational harm or other consequences that we may not be able to predict, any of which could negatively affect our business, financial condition and results of operations. Governmental regulation of AI is rapidly evolving as federal and state legislators and regulators are increasingly focused on these powerful emerging technologies. The technologies underlying AI are subject to a variety of laws and regulations, including but not limited to intellectual property, data privacy and cybersecurity, and are expected to be subject to new laws and regulations or new applications of existing laws and regulations. AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states are applying, or are considering applying, existing laws and regulations to AI or are considering general legal frameworks for AI. To the extent technology that we utilize now or in the future does or will incorporate AI, we may not be able to anticipate how to respond to these evolving frameworks, and we may need to expend resources to adjust our operations or offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Moreover, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI. 30 Our failure to keep pace with technological innovation, to successfully implement enhanced and emerging technologies or to fully realize their benefits could have a material adverse impact on our business, financial condition and results of operations. We rely on third-party vendors, which could expose us to additional cybersecurity risks. Third-party vendors provide key components of our business infrastructure, including certain data processing and information services. Third parties may transmit confidential, propriety information on our behalf. Although we require third-party providers to maintain certain levels of information security, such providers may remain vulnerable to operational and technology vulnerabilities, including cyber-attacks, security breaches, unauthorized access, breaches, fraud, phishing attacks, misuse, computer viruses, or other malicious attacks, which could result in unauthorized access, misuse, loss or destruction of data, an interruption in service or other similar events that may impact our business. Although we may contractually limit liability in connection with attacks against third-party providers, we remain exposed to the risk of loss associated with such vendors. In addition, a number of our vendors are large national entities with dominant market presence in their respective fields. Their services could prove difficult to replace in a timely manner if a failure or other service interruption were to occur. We cannot predict the costs or time that would be required to find an alternative service provider. Failures of certain vendors to provide contracted services could adversely affect our ability to deliver products and services to customers and cause us to incur significant expenses. We also expect our third-party service providers to increasingly incorporate AI capabilities into their product offerings; our third-party risk management framework may be inadequate to fully mitigate the associated risks. Industry competition may adversely affect our degree of success. Our profitability depends on our ability to compete successfully. We operate in a highly competitive industry that could become even more competitive as a result of legislative, regulatory and technological changes, as well as continued industry consolidation. This consolidation may produce larger, better capitalized and more geographically diverse companies that are capable of offering a wider array of financial products and services at more competitive prices. In our market areas, we face competition from other commercial banks, savings and loan associations, tax-exempt credit unions, financial technology companies (“fintechs”), internet banks, finance companies, mutual funds, brokerage and investment banking firms, mortgage companies and other financial intermediaries that offer similar services. Some of our non-bank competitors are not subject to the same extensive regulations we are and, therefore, may have greater flexibility or lower costs in competing for business. Our ability to compete successfully depends on a number of additional factors, including attractive yields, reputation and stability, customer convenience, quality of service, personal contacts, pricing and range of products, and ability to effectively implement and market technology-driven products and services, among others. If we are unable to successfully compete for new customers and to retain our current customers, our business, financial condition or results of operations may be adversely affected, perhaps materially. In particular, if we experience an outflow of deposits as a result of our customers seeking investments with higher yields or greater financial stability, we may be forced to rely more heavily on borrowings and other sources of funding to operate our business and meet withdrawal demands, thereby adversely affecting our net interest margin and financial performance. As a result, our ability to effectively compete to retain or acquire new business may be impaired, and our business, financial condition or results of operations may be adversely affected. We may not be able to successfully execute our strategic plan or achieve our performance targets. An important goal of our strategic plan is expanding our profitable loan and deposit market share through organic growth and if appropriate, opportunistic transactions. (For a more complete discussion of our strategic plan, please see the “Business” section included in Part I, Item 1 in this Annual Report on Form 10-K.) It is possible that one or more factors, including factors outside of our control, may hinder or prevent us from achieving our growth objectives. Our key assumptions include: • that we will be able to attract and retain the requisite number of skilled and qualified personnel required to increase our loan origination volume, especially in our commercial banking portfolios. The marketplace for skilled personnel is competitive, which means hiring, training and retaining skilled personnel is costly and challenging, and we may not be able to increase the number of our loan professionals sufficiently to successfully achieve our loan origination targets; • that we will be able to fund asset growth by growing deposits with our overall cost of funds at a rate consistent with our expectations; • that we will be able to successfully identify and purchase high-quality interest-earning assets that perform over time in accordance with our expectations; and • that there will be no material change in competitive dynamics, including as a result of our seeking to increase market share. 31 If one or more of our assumptions prove incorrect, we may not be able to successfully execute our strategic plan, we may never achieve our indicative performance targets and any shortfall may be material. Our business strategy includes projected growth in our core businesses, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. We expect to experience growth in the amount of our assets, the level of our deposits and the scale of our operations. Achieving our growth targets requires us to attract customers that currently bank at other financial institutions in our market, thereby increasing our share of the market. Our ability to successfully grow will depend on a variety of factors, including our customers’ ability to meet their obligations to us, our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, the competitive responses from other financial institutions in our market areas and our ability to manage our growth. Growth opportunities may not be available, or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Actions of activist shareholders could cause us to incur substantial costs, divert management’s attention and resources and have an adverse effect on our business. Activist shareholders may from time to time engage in proxy solicitations, advance shareholder proposals or otherwise attempt to effect changes or acquire control over us. For example, on October 20, 2025, HoldCo Asset Management (“HoldCo”), an activist investor, published a presentation in which it criticized the Company’s past capital allocation, financial and operational performance and governance, and reported that it owned approximately 3.1% of our outstanding common stock. HoldCo published additional presentations critical of the Company, its management team and the Board. While we value constructive input from investors and regularly engage in dialogue with our shareholders, and we welcome their views and opinions, the actions or proposals from activist shareholders may not align with our business strategy or with the interests of our shareholders. Because our Board and management team are committed to acting in the best interests of all of our shareholders, there is no assurance that the actions taken by the Board and management in seeking to maintain constructive engagement with certain shareholders will be successful in preventing the occurrence of shareholder activist campaigns. Campaigns by activist shareholders to effect changes at publicly traded companies often demand that companies undertake or pursue financial restructuring, increase debt, issue special dividends, repurchase shares, or undertake sales of assets or other transactions, including strategic transactions. Campaigns may also be initiated by activist shareholders advocating for particular social causes. Activist shareholders who disagree with the composition of a publicly traded company’s board of directors, or with its strategy or management team, often seek to involve themselves in the governance and strategic direction of a company through various activities that range from private engagement to publicity campaigns, proxy contests, efforts to force transactions not supported by the company’s board, and in some instances, litigation. Responding to any actual or threatened proxy contest , and any other actions by activist shareholders, will be costly and time-consuming and will divert the attention of our Board, management team and employees from the management of our operations and the pursuit of our business strategies. Further, actions of activist shareholders may cause fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. Perceived uncertainties as to our future direction, strategy or leadership created as a consequence of activist shareholder initiatives may result in the loss of potential business opportunities and make it more difficult to attract and retain investors, customers, employees, qualified directors and officers and business partners. Also, we will be required to incur significant expenses related to any activist shareholder matters (including legal fees, fees for financial advisors, fees for public relation advisors and proxy solicitation expenses). If individuals with a specific agenda are elected or appointed to our Board, it may adversely affect our ability to effectively and timely implement our strategic plan and maximize value for our shareholders. Furthermore, if individuals are elected or appointed to our Board who do not agree with our strategic plan, the ability of our Board to function effectively could be adversely affected. As a result, activist shareholder campaigns could adversely affect our business, liquidity, results of operations, financial condition and share price. We could fail to attract, retain or motivate highly skilled and qualified personnel, including our senior management, other key employees or members of our Board, which could impair our ability to successfully execute our strategic plan and otherwise adversely affect our business. A cornerstone of our strategic plan involves retaining as well as hiring highly skilled and qualified personnel. Accordingly, our ability to implement our strategic plan and our future success depends on our ability to attract, retain and motivate highly skilled and qualified personnel, including our senior management and other key employees and directors. The failure to attract or retain, including as a result of an untimely death or illness of key personnel, or ability to replace a sufficient number of appropriately skilled key personnel, could place us at a significant competitive disadvantage and prevent us from successfully implementing our strategy, which could impair our ability to implement our strategic plan successfully, achieve 32 our performance targets and otherwise have a material adverse effect on our business, financial condition and results of operations. Limitations on the manner in which regulated financial institutions like us can compensate their officers and employees may make it more difficult for such institutions to compete for talent with financial institutions and other companies not subject to these or similar limitations. If we are unable to compete effectively, our business, financial condition and results of operations could be adversely affected, perhaps materially. The fair value of Eastern Bank’s investments has declined and could decline further due to a variety of factors. Most of Eastern Bank’s investment securities portfolio is designated as available-for-sale. Accordingly, unrealized gains and losses, net of tax, in the estimated fair value of the available-for-sale portfolio is recorded as other comprehensive income, a separate component of shareholders’ equity. Due to increases in interest rates in 2022 and 2023, the fair value of Eastern Bank’s investment portfolio declined, causing a corresponding decline in shareholders’ equity, and additional increases in interest rates could lead to a further corresponding decline in shareholders’ equity. Management believes that several factors will affect the fair values of the investment portfolio, including, but not limited to, changes in interest rates or expectations of changes, the degree of volatility in the securities markets, inflation rates or expectations of inflation and the slope of the interest rate yield curve. Adverse developments in the factors used to assess credit related impairment could require us to recognize an impairment in the value of our investment securities portfolio, which could have an adverse effect on our results of operations in future periods. Commercial loans, including those secured by commercial real estate, are generally riskier than other types of loans and constitute a significant portion of our loan portfolio. Our commercial loan portfolio, including those secured by commercial real estate, comprised $15.9 billion, or 68.7% of our total loans at December 31, 2025. Commercial loans generally carry larger balances and involve a higher risk of nonpayment or late payment than residential mortgage loans. Most of the commercial and industrial loans are secured by borrower business assets such as accounts receivable, inventory, equipment and other fixed assets. Compared to real estate, these types of collateral are more difficult to monitor, harder to value, may depreciate more rapidly and may not be as readily saleable if repossessed. Repayment of commercial and industrial loans is largely dependent on the business and financial condition of borrowers. Business cash flows are dependent on the demand for the products and services offered by the borrower’s business. Such demand may be reduced when economic conditions are weak or when the products and services offered are viewed as less valuable than those offered by competitors. In addition, some of our commercial real estate loans are not fully amortizing and contain large balloon payments upon maturity. These balloon payments may require the borrower to either sell or refinance the underlying property in order to make the balloon payment, which may increase the risk of default or non-payment. In addition, because of the risks associated with commercial loans, including the continued prevalence of hybrid and remote work, and a higher interest rate environment than existed when loans were first originated, as well as changes in the law or regulations that could increase credit risk, such as a proposed ballot initiative in Massachusetts that would cap annual rent increases, we may experience higher rates of default than if the portfolio were more heavily weighted toward residential mortgage loans. Higher rates of default could have an adverse effect on our financial condition and results of operations. Further, if we foreclose on commercial collateral, our holding period for the collateral may be longer than for one- to four-family residential real estate loans because there are fewer potential purchasers of the collateral, which can result in substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. We are subject to environmental liability risk associated with real estate lending activities. A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties. At December 31, 2025, $18.6 billion, or 80.6% of our total loans, comprised loans secured by real estate. If we foreclose on and take title to properties securing defaulted loans, we may be exposed to environmental liability risk such as remediation costs, personal injury and property damage, and civil fines and criminal penalties, regardless of when the hazardous conditions or toxic substances first affected the property, and we may be limited in our ability to use or sell the affected property or in our remedies against the prior owner or other responsible parties. Although management has implemented policies and procedures to mitigate this risk, they may not be sufficient in all instances to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations. Our business may be adversely affected by credit risks associated with residential property. At December 31, 2025, loans secured by one- to four-family residential real estate were $7.2 billion, or 31.4% of total loans. Loans secured by one- to four-family residential real estate include residential real estate mortgages, home equity 33 loans and lines of credit and investment real estate loans secured by one- to four-family residential properties. At December 31, 2025, $254.9 million of one- to four-family residential real estate loans were part of the commercial loan portfolio. One- to four-family residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations. Declines in real estate values could cause some of our residential mortgages to be inadequately collateralized, which would expose us to a greater risk of loss. Residential loans with relatively high combined loan-to-value ratios are more sensitive to declining property values than those with lower combined loan-to-value ratios and, therefore, may experience a higher incidence of default and severity of losses. In addition, if the borrowers sell their homes, they may be unable to repay their loans in full from the sale proceeds. For home equity loans and lines of credit, we may be unsuccessful in recovering all or a portion of our loan proceeds in the event of default. For these reasons, we may experience higher rates of delinquencies, default and losses on our home equity loans, which could have a material adverse effect on our financial condition and results of operations. A portion of our loan portfolio consists of loan participations, which may have a higher risk of loss than loans we originate because we are not the lead lender and we have limited control over credit monitoring. We routinely purchase loan participations. Although we underwrite these loan participations consistent with our general underwriting criteria, loan participations may have a higher risk of loss than loans we originate because we rely on the lead lender to disclose relevant financial information on a timely basis. Moreover, our decision regarding the classification of a loan participation and loan loss provisions associated with a loan participation is made in part based upon information provided by the lead lender and/or our regulators. A lead lender also may not monitor a participation loan in the same manner as we would for loans that we originate. At December 31, 2025, we held loan participation interests in commercial and industrial, commercial real estate, commercial construction and business banking loans totaling $3.3 billion. Hedging against interest rate exposure may adversely affect our earnings. We employ techniques that are intended to limit, or “hedge,” the adverse effects of changing interest rates on our loan portfolios. We also engage in hedging strategies with respect to arrangements where our customers swap floating interest rate obligations for fixed interest rate obligations, or vice versa. Our hedging activity varies based on the level and volatility of interest rates and other changing market conditions. These techniques may include, but are not limited to, interest rate swaps, collars and floors. There are, however, no perfect hedging strategies, and interest rate hedging may fail to protect us from loss. Moreover, hedging activities could result in losses if the event against which we hedge does not occur. Additionally, interest rate hedging could fail to protect us or adversely affect us because, among other things: • available interest rate hedging may not correspond directly with the interest rate risk for which protection is sought; • the duration of the hedge may not match the duration of the related liability; • the party owing money in the hedging transaction may default on its obligation to pay; • the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; • the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value; and/or • downward adjustments, or “mark-to-market” losses, would reduce our shareholders’ equity. New lines of business or new products and services may subject us to additional risks. From time to time, we may implement new lines of business or offer new products and services within existing lines of business. In addition, we will continue to make investments in research, development, and marketing for new products and services. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. Initial timetables for the development and introduction of new lines of business and/or new products or services may not be achieved; price and profitability targets may not prove feasible; and customers may fail to accept our new products and services. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, the burden on management and our information technology of introducing any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks could have a material adverse effect on our business, financial condition and results of operations. We may be required to write down goodwill and other acquisition-related identifiable intangible assets. When we acquire a business, a portion of the purchase price of the acquisition may be allocated to goodwill and other identifiable intangible assets. The excess of the purchase price over the fair value of the net identifiable tangible and 34 intangible assets acquired determines the amount of the purchase price that is allocated to goodwill acquired. As of December 31, 2025, goodwill and other identifiable intangible assets were $1.3 billion. Under current accounting guidance, if we determine that goodwill or intangible assets are impaired, we would be required to write down the value of these assets. We conduct an annual review to determine whether goodwill and other identifiable intangible assets are impaired. We conduct a quarterly review for indicators of impairment of goodwill and other identifiable intangible assets. Our management recently completed these reviews and concluded that no impairment charge was necessary for the year ended December 31, 2025. We cannot provide assurance whether we will be required to take an impairment charge in the future. Any impairment charge would have a negative effect on our shareholders’ equity and financial results and may cause a decline in our stock price. We are subject to stringent capital requirements and may need to raise additional capital in the future, and that capital may not be available or its cost may be high. We are subject to capital adequacy guidelines and other regulatory requirements specifying minimum amounts and types of capital which we must maintain. If we fail to meet these capital guidelines and other regulatory requirements, then our financial condition would be materially and adversely affected. From time to time, our regulators implement changes to these regulatory capital adequacy guidelines. We may need to raise additional capital to meet these heightened capital requirements or to otherwise support growth. Any changes to regulatory capital requirements could adversely affect our ability to pay dividends or could require us to reduce business levels or to raise capital. Our ability to raise additional capital will depend, for example, on conditions in the capital markets at that time, which are outside our control, and on our financial condition and our recent operating results at that time and expectations regarding our future operating results. If we are unable to raise additional capital on terms that are acceptable to us or at all, our operations or our financial condition and liquidity could be materially and adversely affected, and we may be subject to adverse regulatory action. Additionally, if we raise capital through the issuance of common stock or other securities, it could adversely impact the ownership interests or create rights senior to those of existing shareholders or dilute the per share value of our common stock. We face significant legal risks, both from regulatory investigations and proceedings and from private actions brought against us. From time to time, we are named as a defendant or are otherwise involved in various legal proceedings, including class actions and other litigation or disputes with third parties. There is no assurance that litigation with private parties will not increase in the future. Actions against us may result in judgments, settlements, fines, penalties or other results adverse to us, which could materially adversely affect our business, financial condition or results of operations, or cause serious reputational harm to us. As a participant in the financial services industry, it is likely that we could experience a high level of litigation related to our businesses and operations. There could be substantial cost and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, reputation or brand, or our financial condition and results of our operations. Our businesses and operations are also subject to significant regulatory oversight and scrutiny, which may lead to additional regulatory investigations or enforcement actions. These and other initiatives from federal and state officials may subject us to further judgments, settlements, fines or penalties, or cause us to be required to restructure our operations and activities, all of which could lead to reputational issues, or higher operational costs, thereby reducing our revenue. Please see the sections titled “Business—Supervision and Regulation” in Part I, Item 1, and “Legal Proceedings” in Part I, Item 3 in this Annual Report on Form 10-K for more information. Our insurance coverage may be inadequate or expensive. We maintain an insurance coverage program that provides limited coverage for some, but not all, potential risks and liabilities associated with our business. We may not obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented. As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. As a result, we may not be able to renew our existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all. In addition, certain risks generally are not fully insurable. Even where insurance coverage applies, insurers may contest their obligations to make payments. Our financial condition, results of operations and cash flows could be materially and adversely affected by losses and liabilities from uninsured or under-insured events, as well as by delays in the payment of insurance proceeds, or the failure by insurers to make payments. The loss of deposits or a change in deposit mix could increase our cost of funding and our funding sources may prove insufficient to replace deposits at maturity and support our future growth. Our funding costs may increase if our deposits decline and we are forced to replace them with more expensive sources of funding, if clients shift their deposits into higher cost products, or if we raise interest rates to avoid losing deposits. Changes to the federal funds rate, and competitor and customer responses to those changes, potentially may cause competitive 35 pressures to increase our deposit interest rates. The reduction in our overall level of deposits has increased and could continue to increase the extent to which we rely on other, more expensive sources for funding. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. These additional sources consist primarily of borrowings from the Federal Home Loan Bank that we sometimes refer to as “advances,” proceeds from the sale of loans or investments, reciprocal deposits and brokered deposits. As we continue to grow, or as competitive pressures increase with regard to core funding sources, we could become more dependent on these additional sources. Adverse operating results or changes in industry conditions could lead to difficulty or an inability in accessing these additional funding sources, constraining our financial flexibility. If we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our operating margins and results of operations would be adversely affected. Various factors beyond our control, including interest rate increases and competition from banks and other financial institutions, adversely affect our liquidity. Liquidity describes our ability to meet financial needs that arise in the normal course of our business, including deposit withdrawals and anticipated loan fundings, as well as current and planned expenditures. Our primary sources of liquidity are deposits, principal and interest payments on loans and securities, and proceeds from calls, maturities and sales of securities. The significant increases in market interest rates beginning in 2022 initially contributed and may continue to contribute to a decline in our core deposits as customers seek higher interest rates from sources such as non-bank money market funds and bank competitors. We have undertaken and may continue to undertake measures to mitigate market-wide competitive deposit pressures or interest rate uncertainty or to otherwise manage our liquidity position. These have included and may continue to include accessing alternative funding sources, such as FHLBB advances and brokered certificates of deposit, as noted above. Our investment portfolio also provides a potential source of liquidity that we have from time to time elected to and may continue to access. Due to the increase in interest rates, the fair value of our available for sale investment portfolio has declined in value since our initial purchase, resulting in a net unrealized loss position. We have in the past elected to sell a significant amount of investment securities with substantial unrealized losses; in the event we do so in the future, we would recognize a loss and take a charge to our operating results in the quarter in which a decision to sell such securities is made. Deterioration in the performance or financial position of the Federal Home Loan Bank of Boston might restrict the Federal Home Loan Bank of Boston’s ability to meet the funding needs of its members, cause a suspension of its dividend and cause its stock to be determined to be impaired. Significant components of Eastern Bank’s liquidity needs are met through its access to funding pursuant to its membership in the Federal Home Loan Bank of Boston (“FHLBB”). The FHLBB is a cooperative that provides services to its member banking institutions. Any deterioration in the FHLBB’s performance or financial condition may affect our ability to access funding and/or require us to deem the required investment in FHLBB stock to be impaired. If we are not able to access funding through the FHLBB, we may not be able to meet our liquidity needs, or we may need to rely more heavily on more expensive funding sources, either of which could have an adverse effect on our results of operations or financial condition. Similarly, if we deem all or part of our investment in FHLBB stock impaired, such action could have a material adverse effect on our results of operations or financial condition. We rely on other companies to provide key components of our business infrastructure. Third-party vendors provide key components of our business infrastructure such as internet connections, network access and core application processing. While we believe we have selected these third-party vendors carefully, we do not control their actions. We cannot assure that our third-party service providers will be able to continue to provide their services in an efficient, cost-effective manner, if at all, or that they will be able to adequately expand their services to meet our needs. Any problems caused by these third-parties, including an interruption in service, or as a result of their not providing us their services for any reason or their performing their services poorly, and our inability to make alternative arrangements in a timely manner, could cause a disruption to our business and could adversely affect our ability to deliver products and services to our customers or otherwise conduct our business efficiently and effectively. Replacing these third-party vendors could also entail significant and unpredictable delay and expense. Operational risks are inherent in our businesses. Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing shareholder value. We have established processes and procedures intended to identify, measure, monitor, report and analyze the types of risk to which we are subject, including credit, liquidity, operational, regulatory compliance and reputational. However, as with any risk management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the future, risks that we have not appropriately anticipated or identified. 36 If our risk management framework proves ineffective, we could suffer unexpected losses and our business and results of operations could be materially adversely affected. In addition to the necessity of maintaining our enterprise risk management framework, our operations depend on our ability to process a very large number of transactions efficiently and accurately while complying with applicable laws and regulations. Operational risk and losses can result from factors such as internal and external fraud; errors by employees or third parties; failure to document transactions properly or to obtain proper authorization; failure to comply with applicable regulatory requirements and conduct of business rules; equipment failures, including those caused by natural disasters or by electrical, telecommunications or other essential utility outages; business continuity and data security system failures, including those caused by computer viruses, cyber-attacks or unforeseen problems encountered while implementing major new computer systems or upgrades to existing systems; or the inadequacy or failure of systems and controls, including those of our suppliers or counterparties. Although we have implemented and routinely refine our risk controls and loss mitigation actions, and we devote substantial resources to developing efficient procedures, identifying and rectifying weaknesses in existing procedures and staff training, it is not possible to be certain that such actions have been or will be effective in controlling each of the operational risks we face. Any weakness in these systems or controls, or any violation or alleged violation of applicable laws or regulations, could result in increased regulatory supervision, enforcement actions and other disciplinary action, and have an adverse impact on our business, results of operations, reputation and ability to obtain future regulatory approvals, including those necessary to complete mergers or other acquisitions. Changes in management’s estimates and assumptions may have a material impact on our Consolidated Financial Statements and our financial condition or operating results. In preparing our Consolidated Financial Statements included in this Annual Report on Form 10-K, and those that will be included in periodic reports that we will file in the future under the Securities Exchange Act of 1934, our management is required to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our valuation of goodwill and core deposit intangible in connection with our periodic impairment assessment of such balances, valuation of our retirement plans and pension benefits, our determination of our income tax provision, our evaluation of the adequacy of our allowance for loan losses, and our evaluation of the fair value of our investment securities portfolio. Please see the section of this Annual Report on Form 10-K titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” within Item 7 for more information and Note 2, “Summary of Significant Accounting Policies” within the Notes to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K. Our internal controls, procedures and policies may fail or be circumvented, which could impact our results of operations and financial condition. Management regularly reviews and updates our internal controls and corporate governance policies and procedures. Any system of controls, however well-designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. A failure or circumvention of the controls and procedures or failure to comply with related regulations could result in regulatory investigations or penalties, reduce investor confidence, or otherwise have a material adverse effect on our business, results of operations and financial condition. In particular, Section 404(b) of the Sarbanes-Oxley Act imposes numerous requirements, including an annual assessment of the effectiveness of our internal controls over financial reporting, a report on these controls, and a formal attestation from our independent registered public accounting firm. If our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management resources. We maintain a significant investment in projects that generate tax credits, which we may not be able to fully utilize, or, if utilized, may be subject to recapture or restructuring. As part of Eastern Bank’s community reinvestment initiatives, we invest in qualified affordable housing projects and other tax credit investment projects. Eastern Bank receives low-income housing tax credits, investment tax credits, rehabilitation tax credits and other tax credits as a result of its investments in these limited partnership investments. At December 31, 2025, we maintained investments of approximately $225.2 million in entities for which we receive allocations of tax credits, excluding investments of approximately $3.9 million in qualified zone academy bond investments, which we utilize to offset our income tax liability. We recorded the benefit of $23.7 million in credits for the year ended December 31, 2025. We intend to utilize all tax credits, as of December 31, 2025, to offset income tax liability. Substantially all of these tax credits are 37 related to development projects that are subject to ongoing compliance requirements over certain periods of time to fully realize their value. If these projects are not operated in full compliance with the required terms, the tax credits could be subject to recapture or restructuring. Further, we may not be able to utilize any future tax credits. If we are unable to utilize our tax credits or, if our tax credits are subject to recapture or restructuring, it could have a material adverse effect on our financial condition and results of operations. We depend on the accuracy and completeness of information about clients and counterparties. In deciding whether to extend credit or enter into other transactions with customers and counterparties, we rely on information furnished by or on behalf of customers and counterparties, including financial statements and other financial information. We also may rely on representations of customers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. If any of such information is incorrect, then the creditworthiness of our customers and counterparties may be misrepresented, which would increase our credit risk and expose us to possible write-downs and losses. We may not be able to successfully manage our intellectual property and may be subject to infringement claims. We rely on a combination of owned and licensed trademarks, service marks, trade names, logos and other intellectual property rights. Third parties may challenge, invalidate, infringe or misappropriate our intellectual property, or such intellectual property may not be sufficient to provide us with competitive advantages, which could result in costly redesign efforts, discontinuance of certain services or other competitive harm. In addition, certain aspects of our business and our services rely on technologies licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all. The loss or diminution of our intellectual property protection or the inability to obtain third-party intellectual property could harm our business and ability to compete. We may also be subject to costly litigation in the event our services infringe upon or otherwise violate a third party’s proprietary rights. Third parties may have, or may eventually be granted, intellectual property rights, including trademarks, that could be infringed by our services or other aspects of our business. Third parties have made, and may make, claims of infringement against us with respect to our services or business. Any claim from a third party may result in a limitation on our ability to use the intellectual property subject to that claim. Even if we believe that any intellectual property related claim is without merit, defending against such claim often is time consuming and expensive and could result in the diversion of the time and attention of our management and employees. Claims of intellectual property infringement also might require us to redesign affected services, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our services. Any intellectual property related dispute or litigation could have a material adverse effect on our business, financial condition and results of operations. Our business may be adversely affected by conditions in the financial markets and by economic conditions generally. Weakness in the U.S. economy may adversely affect our business. A deterioration of business and economic conditions has adversely affected, and could in the future adversely affect the credit quality of our loans, results of operations and financial condition. Increases in loan delinquencies and default rates could adversely impact our loan charge-offs and provision for loan and lease losses. Deterioration or defaults made by issuers of the underlying collateral of our investment securities may cause additional credit-related other-than-temporary impairment charges to our income statement. Our ability to borrow from other financial institutions or to access the debt or equity capital markets on favorable terms or at all could be adversely affected by disruptions in the capital markets or other events, including actions by rating agencies and deteriorating investor expectations. In addition to these specific effects, widespread adverse economic conditions that could affect us include: • Reduced consumer spending; • Increased unemployment; • Lower wage income levels; • Declines in the market value of residential and commercial real estate, including real estate that collateralizes our loans; • Inflation or deflation; • Fluctuations in the value of the U.S. dollar; • Volatility in short-term and long-term interest rates (For more information regarding the potential effect of fluctuating interest rates, see “Changes in interest rates may have an adverse effect on our profitability.”); and 38 • Higher bankruptcy filings. Changes in accounting standards can be difficult to predict and can materially impact how we record and report our financial condition and results of operations. Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. From time to time, the Financial Accounting Standards Board changes the financial accounting and reporting principles that govern the preparation of our financial statements. These changes can be hard to anticipate and implement and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements. Additionally, significant changes to accounting standards may require costly technology changes, additional training and personnel, and other expense that will negatively impact our operating results. The financial weakness of other financial institutions could adversely affect us. Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial financial weakness of other financial institutions. Financial services institutions are interconnected as a result of trading, clearing, counterparty and other relationships. We routinely execute transactions with counterparties in the financial industry, including brokers and dealers, other commercial banks, investment banks, mutual and hedge funds, and other financial institutions. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could lead to market-wide liquidity problems and losses or defaults by us or by other institutions and organizations. We may be exposed to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be liquidated or is liquidated at prices not sufficient to recover the full amount of our exposure. There is no assurance that any such losses would not materially and adversely affect our results of operations. Market changes may adversely affect demand for our services and impact results of operations. Channels for servicing our customers are evolving rapidly, with less reliance on traditional branch facilities, more use of online and mobile banking, and increased demand for universal bankers and other relationship managers who can service multiple product lines. We compete with larger providers who are rapidly evolving their service channels and escalating the costs of evolving the service process. We have a process for evaluating the profitability of our branch system and other office and operational facilities. The identification of unprofitable operations and facilities can lead to restructuring charges and introduce the risk of disruptions to revenues and customer relationships. Changes in the equity markets could materially affect the level of assets under management and the demand for fee-based services. Economic downturns could affect the volume of revenue from and demand for fee-based services. Revenue from Eastern Bank’s wealth management division depends in large part on the level of assets under management and administration. Market volatility and the potential of such volatility to lead customers to liquidate investments, as well as lower asset values, could reduce the level of assets under management and administration and thereby decrease our investment management revenue. Climate change, natural disasters, public health crises, geopolitical developments, acts of terrorism and other external events could harm our business. Natural disasters can disrupt our operations, result in damage to our properties, reduce or destroy the value of the collateral for our loans and negatively affect the economies in which we operate, which could have a material adverse effect on our results of operations and financial condition. A significant natural disaster, such as a hurricane, earthquake, fire or flood, could have a material adverse impact on our local market area and ability to conduct business, and our insurance coverage may be insufficient to compensate for losses that may occur. Public health crises, such as pandemics and epidemics, domestic or geopolitical crises, such as terrorism, military conflict, wars or the perception that hostilities may be imminent, political instability or civil unrest, or other conflict, human error or other events outside of our control, could cause disruptions to our business or the United States economy as a whole, and our business and operating results could suffer. The occurrence of any such event could have a material adverse effect on our business, operations and financial condition. Climate change may worsen the severity and impact of future hurricanes, earthquakes, fires, floods and other extreme weather-related events that could cause disruption to our business and operations. Chronic results of climate change such as shifting weather patterns could also cause disruption to our business and operations. 39 Rising sea levels projected for the coastal regions of Massachusetts, New Hampshire, and Rhode Island could adversely affect our business. We believe that progressively rising sea levels will be an area of risk over time for the coastal regions of Massachusetts, New Hampshire, and Rhode Island in our market, both as the frequency and severity of extreme weather events increase and as currently inhabited property and land parcels are exposed to episodic flooding and routinely higher tides. The increase in the relative sea level in Boston, as a coastal city, and other coastal regions of Massachusetts, New Hampshire, and Rhode Island in our market is expected to result in higher coastal surges during storm events and, when considered with projected increases in precipitation intensities, an increase in stormwater flooding. These effects in Boston and similar conditions elsewhere in our market area may adversely affect the value of commercial and residential properties that secure some of our loans and may adversely affect economic develop in portions of our market area. Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers. Concerns over the long-term impacts of climate change have led and may continue to lead to governmental efforts around the world to mitigate those impacts, and consumers and businesses also may change their behavior as a result of these concerns. Eastern Bank and its customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns, which could involve cost increases, asset value reductions, operating process changes, and the like. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions, including by increasing our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior. We are subject to environmental, social and governance risks that could adversely affect our reputation and the trading price of our common stock. We are subject to a variety of environmental, social and governance risks (“ESG matters”). Risks arising from ESG matters may adversely affect, among other things, our reputation and the trading price of our common stock. As a financial institution with a diverse base of customers, vendors and suppliers, we may face potential negative publicity based on the identity of those we do business with. If our relationships with our customers, vendors and suppliers were to become the subject of negative publicity, our ability to attract and retain customers and employees may be negatively impacted and our stock price may also be impacted. Additionally, some investors consider how corporations are addressing ESG matters when making investment decisions, such as the business risks of climate change and the adequacy of companies’ responses to climate change and other ESG matters. These shifts in investing priorities may result in adverse effects on the trading price of our common stock if investors believe that we do not sufficiently address ESG matters in accordance with their or third-party standards for evaluating ESG matters. The prevalence of remote and hybrid working arrangements has reduced demand for office space in our market. The COVID-19 pandemic caused many employers to shift to remote and/or hybrid workforce arrangements, and, following the COVID-19 pandemic, many employers have since implemented ordinary course remote or hybrid work policies. This shift to partial or fully remote office and work environments may have long-term implications for how many businesses successfully operate and, in turn, their need for leased office space. A reduction in the need for office space could result in a reduction in our loan demand and/or in our customers’ ability to repay their loans, which, in turn, may have an adverse effect on our business and results of operations. Additionally, any material reduction in the demand for these categories of commercial office space in our market could adversely affect both the value of the collateral securing a portion of our commercial real estate loans and the demand by developers and other borrowers for new commercial real estate loans, which, in turn, may have a negative impact on our business and financial results. Risks Related to Regulations Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations. In addition to being affected by general economic conditions, our earnings and growth are affected by the monetary and related policies of the Federal Reserve Board. The Federal Reserve Board, acting through its Federal Open Market Committee (FOMC), regulates the money supply and credit conditions by using instruments such as open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits and the interest rate paid on such reserves. These instruments are used in varying combinations to 40 influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. The monetary and related policies of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond Eastern Bank’s control, including the composition of the FOMC. Members of the Federal Reserve Board serve staggered, 14-year terms, and the Chair and Vice Chairs of the Federal Reserve Board serve 4-year renewable terms. The effects of monetary and related policies as well as membership of the Federal Reserve Board upon our business cannot be predicted. Our business is highly regulated, which could limit or restrict our activities and impose financial requirements or limitations on the conduct of our business. Eastern Bank and Eastern Bankshares, Inc. are subject to extensive regulation, supervision and examination by regulatory authorities, including the Massachusetts Commissioner of Banks, the FDIC, the Federal Reserve Board and the Consumer Financial Protection Bureau. Federal and state laws and regulations govern numerous matters affecting us, including changes in the ownership or control of banks and bank holding companies, maintenance of adequate capital and the financial condition of a financial institution, permissible types, amounts and terms of extensions of credit and investments, permissible non-banking activities, the level of reserves against deposits and restrictions on stock repurchases and dividend payments. The FDIC and the Massachusetts Commissioner of Banks have the power to issue cease and desist orders to prevent or remedy unsafe or unsound practices or violations of law by banks subject to their regulation, and the Federal Reserve Board possesses similar powers with respect to bank holding companies and their subsidiary banks. These and other restrictions limit the manner in which we and Eastern Bank may conduct business and obtain financing. Regulatory requirements, as well as our own internal stress testing and capital management policies, may, among other things, require us to increase our capital levels, limit our dividends or other capital distributions to shareholders, modify our business strategies, or decrease our exposure to various asset classes. Certain capital transactions, including share repurchases and the declaration and issuance of dividends, are subject to the approval of our regulators. These requirements may limit our ability to respond to and take advantage of market developments. Changes to statutes, regulations, or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could subject us to additional costs, limit the types of financial services and products we may offer, and/or increase the ability of non-banks to offer competing financial services and products, among other impacts. Failure to comply with laws, regulations, or policies could result in sanctions by regulatory agencies, civil money penalties, and/or reputation damage, which could have a material adverse effect on our business, financial condition, and results of operations. See the section titled “Business—Supervision and Regulation” included in Part I, Item 1 in this Annual Report on Form 10-K for a discussion of the regulations to which we are subject. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. These regulations, along with the currently existing tax, accounting, securities, insurance, monetary laws, rules, standards, policies and interpretations control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. In addition, changes in the legal and regulatory framework under which we operate require us to update our information systems to ensure compliance. Our need to review and evaluate the impact of ongoing rule proposals, final rules and implementation guidance from regulators further complicates the development and implementation of new information systems for our business. Also, our regulators expect us to perform increased due diligence and ongoing monitoring of third-party vendor relationships, thus increasing the scope of management involvement and decreasing the efficiency otherwise resulting from our relationships with third-party technology providers. We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions. The Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act, and other fair lending laws and regulations impose community investment and nondiscriminatory lending requirements on financial institutions. The Consumer Financial Protection Bureau, the Department of Justice and other federal and state agencies are responsible for enforcing these federal laws and regulations and comparable state provisions. Federal, state, or local consumer lending laws may restrict our ability to originate certain mortgage loans or increase our risk of liability with respect to such loans. A successful regulatory challenge to an institution’s performance under the Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act or other fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions, restrictions 41 on expansion and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition and results of operations. We may incur fines, penalties and other negative consequences from regulatory violations, possibly even inadvertent or unintentional violations. The financial services industry is subject to intense scrutiny from bank supervisors in the examination process and aggressive enforcement of federal and state regulations, particularly with respect to mortgage-related practices and other consumer compliance matters, and compliance with anti-money laundering, Bank Secrecy Act and Office of Foreign Assets Control regulations, and economic sanctions against certain foreign countries and nationals. Enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. We maintain systems and procedures designed to ensure that we comply with applicable laws and regulations; however, some legal/regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though there were in place at the time systems and procedures designed to ensure compliance. Failure to comply with these and other regulations, and supervisory expectations related thereto, may result in fines, penalties, lawsuits, regulatory sanctions, reputation damage or restrictions on our business including restrictions on conducting acquisitions or establishing new branches. Non-compliance with the USA PATRIOT Act, Bank Secrecy Act or other laws and regulations could result in fines or sanctions. The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on conducting acquisitions or establishing new branches. Although we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations. An increase in FDIC insurance assessments could significantly increase our expenses. The FDIC is an independent federal agency that insures deposits of federally insured banks and savings institutions. The FDIC insures our customer deposits through the Deposit Insurance Fund (the “DIF”), up to prescribed limits. To fund the DIF, the FDIC imposes assessments on the insured banks and savings institutions. The FDIC has established a long-term deposit insurance reserve ratio of 2% and thus seeks to fund the DIF at 2% of estimated deposits. Deposit insurance assessment rates are subject to change, and additional increases or modifications to assessments, due to, for example, changes in base or special assessments or downgraded ratings of Eastern Bank, or one or more failures of FDIC-insured banks, could have a materially adverse effect on our results of operations and financial condition. The FDIC imposed a special assessment arising out of the banking crisis in early 2023, which resulted in an increase in FDIC insurance expense of $10.8 million and $1.9 million for the years ended December 31, 2023 and 2024, respectively. It is possible an additional assessment could be charged to finalize the loss from the 2023 bank crisis. We may be unable to disclose some restrictions or limitations on our operations imposed by our regulators. Bank regulatory agencies have the authority to take supervisory actions that restrict or limit a financial institution’s activities. In some instances, we are not permitted to publicly disclose these actions. In addition, as part of our regular examination process, our and our banking subsidiary’s respective regulators may advise us to operate under various restrictions as a prudential matter. Any such actions or restrictions, if and in whatever manner imposed, could adversely affect our costs and revenues. Moreover, efforts to comply with any such nonpublic supervisory actions or restrictions may require material investments in additional resources and systems, as well as a significant commitment of managerial time and attention. As a result, such supervisory actions or restrictions, if and in whatever manner imposed, could have a material adverse effect on our business and results of operations; and, in certain instances, we may not be able to publicly disclose these matters. We could be required to act as a “source of strength” to our banking subsidiaries, which would have a material adverse effect on our business, financial condition and results of operations. Federal law and policy require bank holding companies such as Eastern Bankshares, Inc. to act as a source of financial and managerial strength to their subsidiary banks. This support may be required by the Federal Reserve Board at times 42 when Eastern Bankshares, Inc. might otherwise determine not to provide it or when doing so might not otherwise be in the interests of the shareholders or creditors of Eastern Bankshares, Inc., and may include one or more of the following: • Any extension of credit from Eastern Bankshares, Inc. to Eastern Bank or any other bank subsidiary that is included in the relevant bank’s capital would be subordinate in right of payment to depositors and certain other indebtedness of such subsidiary banks. • In the event of a bank holding company’s bankruptcy, any commitment that the bank holding company had been required to make to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment. • In certain circumstances if we have two or more bank subsidiaries, one bank subsidiary could be assessed for losses incurred by another bank subsidiary. In addition, in the event of impairment of the capital stock of one of our banking subsidiaries, Eastern Bankshares, Inc., as our banking subsidiary’s shareholder, could be required to pay such deficiency. Laws and regulations regarding privacy and data protection could have a material impact on our results of operations. We currently are subject to state and federal rules regarding privacy and data protection, such as the Massachusetts data security law (Standards for the Protection of Personal Information of Residents of the Commonwealth). Our growth and expansion into a variety of new fields may potentially involve new U.S.-based regulatory issues/requirements including, for example, the New York Department of Financial Services Cybersecurity Regulation or the California Consumer Privacy Act (“CCPA”). In addition, other authorities may take the position that we are subject to additional data protection laws or regulations, such as the European Union’s General Data Protection Regulation if, for example, some of our customers are or become residents of applicable countries or states while maintaining account relationships with us. The potential costs of compliance with or imposed by new or existing laws and regulations and policies may affect the use of our products and services and could have a material adverse impact on our results of operations. Changes in tax laws and regulations and differences in interpretation of tax laws and regulations may adversely affect our financial statements and our operating results. From time to time, local, state or federal tax authorities change tax laws and regulations, which may result in a decrease or increase to our deferred tax asset. Local, state or federal tax authorities may interpret laws and regulations differently than we do and challenge tax positions that we have taken on tax returns. This may result in differences in the treatment of revenues, deductions, credits and/or differences in the timing of these items. The differences in treatment may result in payment of additional taxes, interest, penalties or litigation costs that could have a material adverse effect on our operating results. Due to Section 162(m) of the Internal Revenue Code, we may not be able to deduct all of the compensation of some executives, including executives of companies we may acquire in the future. Section 162(m) of the Internal Revenue Code generally limits to $1 million annual deductions for compensation paid to “covered employees” of any publicly held corporation, such as Eastern Bankshares, Inc. The definition of “covered employees” generally includes anyone who served as the principal executive officer (“PEO”) or principal financial officer (“PFO”) at any time during the taxable year; the three highest compensated executive officers (other than the PEO or PFO), determined under SEC rules; and any individual who was a covered employee, including of a “predecessor company,” at any point during a taxable year beginning on or after January 1, 2017, even after the employee terminates employment. We expect that in most if not all cases a publicly traded company that we might acquire in the future will be a “predecessor company.” Accordingly, we expect that the number of our covered employees will increase if Eastern acquires one or more publicly held corporations. Beginning in 2027, the definition of “covered employees” under Section 162(m) will include, in addition to the CEO, CFO and the three highest-paid executive officers already covered by Section 162(m), our five next most highly compensated employees. We expect that we will not be able to deduct all of the compensation paid to covered employees so long as Eastern qualifies as a “publicly held corporation,” thus increasing our income taxes and reducing our net income. Regulatory developments could adversely affect our business by increasing our costs and thereby making our business less profitable. Our profitability may be adversely affected by current and future rulemaking and enforcement activity by the various federal, state and self-regulatory organizations to which we are subject. Regulations can adversely affect our compliance costs and other non-interest expenses, and failure to comply with regulations could subject us to regulatory actions or litigation, which could have a material adverse effect on our business, results of operations, or financial condition. New laws, rules and regulations, or changes to the interpretation or enforcement of existing laws, rules or regulations, from time to time could increase our expenses, causing our recent historical expenses not to be indicative of future 43 expenses, and could result in limitations on the lines of business we conduct or plan to conduct, modifications to our current or future business practices, and increased capital requirements. It is unclear how and whether our regulators, including the SEC, FDIC, other banking regulators and other state insurance regulators may respond to, or enforce elements of, these new regulations or develop their own similar laws and regulations. The impacts, degree and timing of the effect of applicable laws, future regulations and industry principles on our business cannot now be anticipated and may have further impacts on our products and services and the results of operations. Our business may be adversely affected by changing public policy priorities. Changes in the public policy priorities of elected officials and appointed regulators can affect our business directly, including through changes in the regulatory environment in which we and our competitors operate, and the markets that we serve, which could have an indirect impact on our business. Passage of the GENIUS Act could have an adverse impact on our business. The Guiding and Establishing National Innovation of U.S. Stablecoins (GENIUS) Act could result in larger scale adoption of stablecoins, which could potentially impact customers who choose to engage with the traditional banking system and as a result could have a direct or indirect impact on our performance. The GENIUS Act created a federal regulatory framework for stablecoin issuers to operate in the United States. Stablecoins are a type of cryptocurrency that per the GENIUS Act need to be backed by U.S. dollars or other low-risk assets. Broad adoption of stablecoins or other digital assets in general could introduce new risks to the banking industry and could present competitive and other risks for traditional banks, including Eastern Bank. Risks Related to Our Articles of Organization and State and Federal Banking Laws Various factors may make takeover attempts more difficult to achieve. Certain provisions of our articles of organization and state and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of Eastern Bankshares, Inc. without our Board of Directors’ approval. For example, if a person were to acquire beneficial ownership of more than 10% of our common stock, the holder of shares in excess of the 10% threshold will be entitled to cast only one one-hundredth (1/100) of a vote per share for each share in excess of the 10% threshold. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board before acquiring control of a bank holding company. Acquisition of 10% or more of any class of voting stock of a bank holding company, including shares of our common stock, creates a rebuttable presumption that the acquirer “controls” the bank holding company. Also, a bank holding company must obtain the prior approval of the Federal Reserve Board before, among other things, acquiring direct or indirect ownership or control of more than 5% of any class of voting shares of any bank, including Eastern Bank, and certain non-bank companies. Provisions in our articles of organization may be used to delay or block a takeover attempt, including, among others, a provision that prohibits any person from casting a full vote for any shares of common stock exceeding the 10% threshold, as described above; the prohibition on removal of directors without cause; and the required approval of at least 80% of the voting power of the shares then-outstanding entitled to vote for business combination transactions with interested shareholders. Additionally, our Board of Directors is going through a declassification process and, by our 2027 annual meeting of stockholders, all directors will be elected for annual terms. Furthermore, shares of restricted stock, restricted stock units or stock options that we may grant to employees and directors, stock ownership by our management and directors, employment agreements and/or change in control agreements that we have entered into with our executive officers and other factors may make it more expensive for companies or persons to acquire control of Eastern Bankshares, Inc. Taken as a whole, these statutory provisions and provisions in our articles of organization could result in our being less attractive to a potential acquirer and thus could adversely affect the market price of our common stock. The articles of organization of Eastern Bankshares, Inc. provide that state and federal courts located in Massachusetts will be the exclusive forum for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. The articles of organization of Eastern Bankshares, Inc. provide that state and federal courts located in Massachusetts will be the exclusive forum for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. The articles of organization further provide that, unless we consent in writing to the selection of an alternative forum, the Business Litigation Session of the Suffolk County Superior Court (the “BLS”) (1) is the sole and exclusive forum for any derivative action or proceeding brought on behalf of Eastern Bankshares, Inc., any action asserting a claim of breach of a fiduciary duty, any action asserting a claim arising pursuant to any provision of Massachusetts corporate law, or any action asserting a claim governed by the internal affairs doctrine, and (2) is a concurrent jurisdiction for any claim arising under the Securities Act of 44 1933 or the rules and regulations thereunder. The articles of organization also provide that the exclusive forum provision does not apply to any claim for which the federal courts have exclusive jurisdiction, including all suits brought to enforce any liability or duty created by the Exchange Act or the rules and regulations thereunder. The choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder finds favorable for disputes and could discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find our choice of forum provision inapplicable or unenforceable, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition. The market price of our stock value may be negatively affected by applicable regulations that restrict stock repurchases by us. Our repurchase of shares of common stock is subject to Federal Reserve Board policy related to repurchases of shares by depository institution holding companies. To date, we have received non-objection to each proposed share repurchase programs, as previously discussed. There can be no assurance that we will be able to obtain notices of non-objection from the Federal Reserve Board in the future. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY We embrace a “defense in depth” approach to assess, identify, and manage cybersecurity threats. A defense in depth approach seeks to implement multiple layers of defenses in order to reduce the risk that a single process or control failure might result in a material incident. We utilize a risk management framework to assess, manage, and report on material risks and threats. In light of the importance of cybersecurity matters, we have developed as part of this framework a risk domain specific to cybersecurity matters, including specifying applicable risk tolerances and metrics. The Executive Vice President, Chief Information Officer (CIO) , who has served in information technology leadership roles with the Company since 2007 and has over 20 years of experience with matters related to cybersecurity, including as an executive leader and consultant, and Executive Vice President, Enterprise Risk Management (EVP, ERM), who has served in risk management leadership roles for the Company since 2015, have oversight over information technology and enterprise risk management matters, respectively, and receive monthly reports on cyber-related metrics and activities from their teams. In addition, we have implemented escalation procedures and protocols, including an incident response team that includes key members of executive management to manage and coordinate responses to potentially significant cybersecurity incidents. Third party vendors are utilized to help validate our security posture and controls, and we have developed a third party vendor management program to assess and monitor risks arising from third party vendor systems. The Risk Management Committee of our Board of Directors has responsibility for oversight of the design, implementation, and operation of our enterprise risk management framework, including review and approval of risk management policies and review of our monitoring of risk, the effectiveness of its risk management processes, and material changes in risk. As part of this enterprise risk management oversight, our management team and subject matter experts provide quarterly reporting on our cybersecurity risk domain to the Risk Management Committee. The Risk Management Committee in turn reports on significant enterprise risk management issues to the Board of Directors . In 2025, no cybersecurity events were identified that materially impacted our business strategy, operations, or financial condition. As further detailed in the “Risk Factors” section In Part I, Item 1A of this Annual Report on Form 10-K, we believe cybersecurity matters could pose a material risk to our strategy, operations, or financial condition. For example, a significant breach of our system security, or that of our third-party service providers, could enable access to Company or customer sensitive or confidential information or assets or could disrupt our business operations. This could result in costs of investigation, remediation and/or payment of a ransom; reputational harm and impairment of customer relationships; loss of revenue and regulatory sanctions and penalties, lawsuits, and potential liability, which could have a material adverse effect on our financial condition and results of operations. ITEM 2. PROPERTIES At December 31, 2025, we conducted our banking business through our corporate headquarters in Boston, Massachusetts and 139 branch offices located in eastern Massachusetts, southern New Hampshire and Rhode Island. In addition, Eastern Bank occupies four administrative/operational offices. At December 31, 2025, we leased 93 of our offices, and the total net book value of our land, buildings, furniture, fixtures and equipment was $120.0 million. 45 ITEM 3. LEGAL PROCEEDINGS We operate in a legal and regulatory environment that exposes us to potentially significant risks. For more information regarding the Company’s exposure generally to legal and regulatory risks, see “Business—Legal and Regulatory Proceedings” in Part I, Item 1 of this Annual Report on Form 10-K. As of the date of this Annual Report on Form 10-K, we are not involved in any pending legal proceeding as a plaintiff or a defendant other than routine legal proceedings occurring in the ordinary course of business, and we are not involved in any legal proceeding the outcome of which we believe would be material to our financial condition or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 46 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Eastern Bankshares, Inc.’s common stock trades on the Nasdaq Global Select Market under the symbol EBC. As of February 24, 2026, there were 8,510 common shareholders of record based on information provided by our transfer agent. The number of record-holders may not reflect the number of persons or entities holding stock in nominee name through banks, brokerage firms and other nominees. Comparative Stock Performance Graph The stock performance graph below and associated table compare the cumulative total shareholder return of our common stock from October 15, 2020 to December 31, 2025 to the cumulative total return of the Russell 2000 Index and the KBW Regional Banking Index. The lines in the graph and the numbers in the table below represent annual index levels derived from the compounded daily returns that include reinvestment or retention of all dividends. If the annual interval, based on the last day of a year, was not a trading day, the preceding trading day was used. The index value for all of the series was set to $100.00 on October 15, 2020 (which assumes that $100.00 was invested in each of the series on October 15, 2020). The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act and will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate it by reference into such a filing. The stock price performance shown on the stock performance graph and associated table below is not necessarily indicative of future price performance. Information used in the graph and table was obtained from a third party provider, a source believed to be reliable, but we are not responsible for any errors or omission in such information. Period Ending Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Eastern Bankshares, Inc. 100.00 125.55 109.53 93.07 116.46 128.18 Russell 2000 100.00 114.82 91.35 106.82 119.14 134.40 KBW Regional Banks 100.00 136.64 127.17 126.67 143.39 152.71 Source: Zacks Investment Research, Inc. © 1980-2025 47 Dividends We intend to continue to pay regular cash dividends to holders of our common stock; however, any future determination to declare and pay cash dividends will be made at the discretion of our Board of Directors and will depend on a variety of factors, including applicable laws, our financial condition, results of operations, business prospects, general business or financial market conditions, regulatory environment and other factors our Board of Directors may deem relevant. To the extent dividends from Eastern Bank will be a source of cash used by the Company to pay its dividends, dividends from the Bank will be dependent on the Bank’s future earnings, capital requirements, and financial condition. Repurchases of Common Shares As further detailed below, we have received approvals from our Board of Directors to share repurchase programs. Repurchases are made at management’s discretion from time to time at prices management considers to be attractive and in the best interests of both the Company and its shareholders, subject to the availability of shares, general market conditions, the trading price of the shares, alternative uses for capital and liquidity, and our financial performance. Repurchases may be suspended, terminated or modified by us at any time for any reason. Information regarding the shares repurchased under the plans is presented in the following table: Period Total Number of Shares Repurchased Average Price Paid per Share Total Number of Shares Repurchased as Part of the Share Repurchase Programs Maximum Number of Shares That May Yet Be Purchased Under the Share Repurchase Programs January 1, 2025 - January 31, 2025 934,859 $ 17.39 2,679,683 8,120,317 February 1, 2025 –  February 28, 2025 — $ — 2,679,683 8,120,317 March 1, 2025 –  March 31, 2025 1,940,671 $ 16.23 4,620,354 6,179,646 April 1, 2025 –  April 30, 2025 183,053 $ 16.36 4,803,407 5,996,593 May 1, 2025 –  May 31, 2025 — $ — 4,803,407 5,996,593 June 1, 2025- June 30, 2025 — $ — 4,803,407 5,996,593 July 1, 2025 - July 31, 2025 — $ — 4,803,407 5,996,593 August 1, 2025 - August 31, 2025 — $ — — — September 1, 2025 - September 30, 2025 — $ — — — October 1, 2025 - October 31, 2025 716,388 $ 17.22 5,519,795 11,183,612 November 1, 2025 - November 30, 2025 1,558,479 $ 17.45 7,078,274 9,625,133 December 1, 2025 - December 31, 2025 838,334 $ 18.92 7,916,608 8,786,799 Total 6,171,784 $ 17.20 (1) On July 25, 2024, we announced the approval by our Board of Directors of a new share repurchase program. The program authorized the purchase of up to 10,800,000 shares over a 12-month period. The program was limited to $200.0 million through July 31, 2025. We completed the repurchase of the total number of shares authorized through this program during the third quarter of 2025. (2) On October 23, 2025, we announced the approval by our Board of Directors of a new share repurchase program. The program, which authorized the purchase of up to 11,900,000 shares over a 12-month period, expires on October 31, 2026. ITEM 6. [RESERVED] 48 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including, but not limited to, those discussed under Part I, Item 1A, “Risk Factors” appearing elsewhere in this Annual Report on Form 10-K. Overview We are a bank holding company, and our principal subsidiary, Eastern Bank, is a Massachusetts-chartered bank that has served the banking needs of our customers since 1818. Our business philosophy is to operate as a diversified financial services enterprise providing a broad array of banking and other financial services primarily to retail, commercial and small business customers. We had total assets of $30.6 billion and $25.6 billion at December 31, 2025 and 2024, respectively. We are subject to comprehensive regulation and examination by the Massachusetts Commissioner of Banks, the New Hampshire Banking Department, the FDIC, the Federal Reserve Board and the Consumer Financial Protection Bureau. Our business consists of a full range of banking, lending (commercial, residential and consumer), savings and small business offerings, including our wealth management and trust operations that we conduct under our “Cambridge Trust Wealth Management, a division of Eastern Bank” brand name (“Cambridge Trust Wealth Management division”). On November 1, 2025, we completed our previously announced merger with HarborOne. In accordance with the terms of the definitive merger agreement, each share of HarborOne common stock was exchanged for either (i) 0.765 shares of Company common stock and cash in lieu of any fractional share or (ii) $12.00 in cash subject to allocation procedures. We issued 26.9 million shares of our common stock in the exchange and paid aggregate cash consideration of $74.6 million, which resulted in a transaction value of approximately $550.1 million based upon the closing price of our common stock on October 31, 2025 of $17.53 per share. HarborOne, a Massachusetts corporation, was a federally registered bank holding company headquartered in Brockton, Massachusetts. HarborOne Bank, a Massachusetts-chartered trust company formed in 1917, was a wholly-owned subsidiary of HarborOne that operated through a network of 30 full-service banking offices in Massachusetts and Rhode Island, and commercial lending offices in Boston, Massachusetts and Providence, Rhode Island, with $5.5 billion in total assets and $4.3 billion in deposits as of October 31, 2025. Net income from continuing operations, computed in accordance with GAAP, was $88.2 million and $119.6 million for the years ended December 31, 2025 and 2024, respectively. The decrease was primarily due to losses on sales of securities during the year ended December 31, 2025 which exceeded losses on sales of securities for the year ended December 31, 2024. Partially offsetting the increase in losses on sales of securities was a decrease in one-time expenses during the year ended December 31, 2025 compared to the year ended December 31, 2024 associated with our mergers with HarborOne and Cambridge. One-time expenses during the year ended December 31, 2024 included the initial allowance for loan losses associated with non-purchased credit deteriorated (“PCD”) loans, which was recorded subsequent to the completion of the merger through earnings and is hereafter referred to as the “non-PCD loan day-2” provision for the allowance for loan losses. Net income from continuing operations for the year ended December 31, 2025 and 2024, included items that our management considers non-core, which management excludes for purposes of assessing our operating net income, a non-GAAP financial measure. Operating net income for the year ended December 31, 2025 was $318.0 million compared to $196.6 million for the year ended December 31, 2024. This increase was primarily due to increased net interest income and noninterest income on an operating basis for the year ended December 31, 2025 compared to year ended December 31, 2024 partially offset by an increase in noninterest expense on an operating basis over the same period. See “Non-GAAP Financial Measures” and “Results of Operations” below for a reconciliation of operating net income to net income on a GAAP basis and further discussion of noninterest income and noninterest expense. 49 The following chart shows our basic earnings per share from continuing operations on a GAAP and operating (non-GAAP) basis over the past four years (refer to the “Non-GAAP Financial Measures” section below for a reconciliation of GAAP earnings to operating earnings): Earnings per share from continuing operations, on a GAAP basis, decreased from $0.66 for the year ended December 31, 2024 to $0.43 for the year ended December 31, 2025. Operating earnings per share, on a basic basis, increased from $1.09 for the year ended December 31, 2024 to $1.57 for the year ended December 31, 2025, a 44.2% increase. The increase was primarily due to an increase in net interest income and noninterest income on an operating basis which were partially offset by an increase in noninterest expense on an operating basis. Refer to the “Results of Operations” section below for additional discussion of the changes in net interest income, noninterest income and noninterest expense. 50 The following chart shows our efficiency ratio on a GAAP and operating (non-GAAP) basis over the past five years (refer to the “Non-GAAP Financial Measures” section below for additional information on the determination of each measure): The GAAP efficiency ratio increased during the year ended December 31, 2025 compared to the year ended December 31, 2024, which was primarily due to higher security losses during the year ended December 31, 2025 compared to year ended December 31, 2024. The non-GAAP operating efficiency ratio decreased during the year ended December 31, 2025 compared to the year ended December 31, 2024, which was primarily due to increased net interest income. Refer to the “Results of Operations” section below for additional discussion of the changes in net interest income, noninterest income and noninterest expense. Outlook and Trends Interest Rates Beginning in March 2022, the Federal Open Market Committee (“FOMC”) voted to increase the federal funds rate multiple times from a range of 0.00% to 0.25% to a range of 5.25% to 5.50% on July 26, 2023, when the FOMC stated that it will continue to assess additional information and its implications for monetary policy. At its meeting on September 18, 2024, the FOMC decided to lower the target range for the federal funds rate by 50 basis points from the range set at its July 26, 2023 meeting to a range of 4.75% to 5.00%. The FOMC further decided to lower the target range for the federal funds rate at each of its meetings held on November 7, 2024, December 18, 2024, September 17, 2025, October 29, 2025, and December 10, 2025, with the most recent change reducing the target range for the federal funds rate to a range of 3.50% to 3.75%. At its most recent meeting on January 28, 2026 the FOMC decided to maintain the target range for the federal funds rate at the range set at its December 10, 2025 meeting and indicated, in considering additional adjustments to the target range for the federal funds rate, it will carefully assess incoming data, the evolving outlook, and the balance of risks. The FOMC further indicated it is strongly committed to supporting maximum employment and reducing the annual inflation rate to its 2 percent objective. Inevitably, not all of our interest rate-sensitive assets and liabilities will re-price simultaneously and in equal volume in response to changes in the federal funds rate, and therefore the potential for interest rate exposure exists. Management believes that several factors will affect the actual impact of interest rate changes on our balance sheet and operating results, including, but not limited to, actual changes in interest rates or expectations of future changes, the degree of volatility in the securities markets, inflation rates or expectations of inflation, and the slope of the interest rate yield curve. We attempt to manage interest rate risk by identifying, quantifying, and, where appropriate, hedging our exposure. Approximately 32% of the outstanding principal balance of our loans, gross of outstanding interest rate swaps as described further below, as of December 31, 2025 was indexed to a market rate that is expected to reprice with similar magnitude and direction as the federal 51 funds rate. A portion of these loans have been hedged using interest rate swaps to convert the floating rate interest receipts to a fixed rate. The notional amount of floating rate loans swapped totaled $1.9 billion as of December 31, 2025, representing approximately 8% of the outstanding principal balance of our loans at that date. For more detail regarding such hedging financial instruments, refer to Note 19, “Derivative Financial Instruments” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Refer to the section titled “Management of Market Risk” within this Item 7 for additional discussion including the estimated change to our net interest income under interest rate risk measurement methodologies that use a variety of hypothetical scenarios assuming immediate and parallel changes in interest rates that may not reflect the manner in which actual yields and costs respond to changes in market interest rates. Non-GAAP Financial Measures We present certain non-GAAP financial measures, which management uses to evaluate our performance, and which exclude the effects of certain transactions, non-cash items and GAAP adjustments that we believe are unrelated to our core business and are therefore not necessarily indicative of our current performance or financial position. Management believes excluding these items facilitates greater visibility for investors into our core business as well as underlying trends that may, to some extent, be obscured by inclusion of such items in the corresponding GAAP financial measures. Except as otherwise indicated, the information presented for the years ended December 31, 2023, 2022, and 2021 within this section excludes discontinued operations. Refer to Note 24, “Discontinued Operations” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for further discussion regarding discontinued operations. There are items in our financial statements that impact our results but which we believe are unrelated to our core business. Accordingly, we present operating net income, noninterest income on an operating basis, noninterest expense on an operating basis, total operating revenue, operating earnings per share, tangible net income to average tangible shareholders’ equity, tangible operating net income to average tangible shareholders’ equity, tangible book value per share, and the operating efficiency ratio, each of which excludes the impact of such items because we believe such exclusion can provide greater visibility into our core business and underlying trends. Such items that we do not consider to be core to our business include (i) gains and losses on sales of securities available for sale, net, (ii) gains and losses on the sale of other equity investments, (iii) gains and losses on the sale of other assets, (iv) impairment charges on tax credit investments and associated tax credit benefits, (v) other real estate owned (“OREO”) gains and losses, (vi) merger and acquisition expenses, and (vii) certain discrete tax items. We also present tangible shareholders’ equity, tangible assets, the ratio of tangible shareholders’ equity to tangible assets, average tangible shareholders’ equity, the ratios of tangible net income (loss) from continuing operations and tangible operating net income to average tangible shareholders’ equity and tangible book value per share, each of which excludes the impact of goodwill and other intangible assets, as we believe these financial measures provide investors with the ability to further assess our performance, identify trends in our core business and provide a comparison of our capital adequacy to other companies. We have included the tangible ratios because management believes that investors may find it useful to have access to the same analytical tools used by management to assess performance and identify trends. In the first quarter of 2025, we changed our computation of operating net income to exclude, as an adjustment to net income (loss) in arriving at operating net income, income from investments held in rabbi trust and rabbi trust employee benefit expense. Management believes these changes result in a more meaningful measure of our financial performance and allow for better comparability to peer companies. Prior period results have been recast for comparability purposes. In the third quarter of 2024, we changed our return on average tangible shareholders’ equity and operating return on average tangible shareholders’ equity computations to utilize tangible net income (loss) from continuing operations and tangible operating net income, respectively, in the numerators of the computations. Tangible net income (loss) from continuing operations excludes the amortization of intangible assets and the related tax effect and tangible operating net income excludes, in addition to the adjustments to derive operating net income, the amortization of intangible assets and related tax effect. In addition, in the third quarter of 2024, we changed the computation of our operating efficiency ratio to exclude, in addition to the adjustments made to operating net income, the amortization of intangible assets. Management believes the changes to such ratios result in a more meaningful measure of our financial performance and such measures are used by management when analyzing corporate performance. Our non-GAAP financial measures should not be considered as an alternative or substitute to GAAP net income (loss), or as an indication of our cash flows from operating activities, a measure of our liquidity or an indication of funds available for our cash needs. An item which we consider to be non-core and exclude when computing these non-GAAP financial measures can be of substantial importance to our results for any particular period. In addition, our methodology for calculating non-GAAP financial measures may differ from the methodologies employed by other companies to calculate the 52 same or similar performance measures and, accordingly, our reported non-GAAP financial measures may not be comparable to the same or similar performance measures reported by other companies. The following table summarizes the impact of non-core items recorded for the time periods indicated below and reconciles them to the most directly comparable GAAP financial measure. For the Year Ended December 31, 2025 2024 2023 (Dollars in thousands, except per share data) Net income (loss) from continuing operations (GAAP) $ 88,219 $ 119,561 $ (62,689) Non-GAAP adjustments: Add: Provision for non-PCD acquired loans (1) — 40,899 — Noninterest income components: Losses on sales of securities available for sale, net 269,638 16,798 333,170 Gain on sale of other equity investment (1,584) (9,291) — Losses on sales of other assets 731 2,620 3 Noninterest expense components: Impairment of lease acquired in a merger 3,469 — — Merger and acquisition expenses (2) 35,688 36,664 5,495 Total impact of non-GAAP adjustments 307,942 87,690 338,668 Less net tax benefit associated with non-GAAP adjustment (3) 78,184 10,631 108,705 Non-GAAP adjustments, net of tax $ 229,758 $ 77,059 $ 229,963 Operating net income (non-GAAP) $ 317,977 $ 196,620 $ 167,274 Weighted average common shares outstanding during the period: Basic 203,174,651 181,126,320 162,293,020 Diluted 204,335,650 182,181,073 162,403,097 Earnings (loss) per share from continuing operations, basic $ 0.43 $ 0.66 $ (0.39) Earnings (loss) per share from continuing operations, diluted $ 0.43 $ 0.66 $ (0.39) Operating earnings per share, basic (non-GAAP) $ 1.57 $ 1.09 $ 1.03 Operating earnings per share, diluted (non-GAAP) $ 1.56 $ 1.08 $ 1.03 (1) The provision for non-PCD acquired loans for the year ended December 31, 2024 was recorded prior to our adoption of ASU 2025-08, Financial Instrument- Credit Losses (Topic 326): Purchased Loans . Refer to Note 2, “Summary of Significant Accounting Policies” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for further discussion. (2) Comprised of merger and acquisition expenses incurred related to our acquisitions of HarborOne and Cambridge. (3) The net tax benefit associated with these items is generally determined by assessing whether each item is included or excluded from net taxable income and applying our combined statutory tax rate only to those items included in net taxable income. 53 The following table summarizes the impact of non-core items with respect to our total revenue, noninterest income (loss), noninterest expense and the efficiency ratio, which reconciles to the most directly comparable respective GAAP financial measure, for the periods indicated: For the Year Ended December 31, 2025 2024 2023 2022 2021 (Dollars in thousands) Net interest income (GAAP) $ 828,585 $ 607,597 $ 550,409 $ 568,054 $ 429,827 Add: Tax-equivalent adjustment (non-GAAP) (1) 20,512 18,620 17,181 12,736 6,093 Fully-taxable equivalent net interest income (non-GAAP) 849,097 626,217 567,590 580,790 435,920 Noninterest (loss) income (GAAP) (105,936) 123,917 (237,753) 76,750 97,437 Less: (Losses) gains on sales of securities available for sale, net (269,638) (16,798) (333,170) (3,157) 1,166 Gain on sale of other equity investment 1,584 9,291 — — — (Losses) gains on sales of other assets (731) (2,620) (3) 1,365 26 Noninterest income on an operating basis (non-GAAP) 162,849 134,044 95,420 78,542 96,245 Noninterest expense (GAAP) $ 596,943 $ 508,368 $ 418,602 $ 388,649 $ 360,955 Less: (Reversal of) impairment charge on tax credit investments — — — — (170) Impairment of lease acquired in a merger 3,469 — — — — Merger and acquisition expenses (2) 35,688 36,664 5,495 — 35,456 Settlement and expenses for putative consumer class action matters — — — — 3,325 Defined Benefit Plan settlement loss — — — 12,045 — Plus: Gain on sale of other real estate owned — — — — 87 Noninterest expense on an operating basis (non-GAAP) 557,786 471,704 413,107 376,604 322,431 Less: Amortization of intangible assets 34,179 14,569 1,804 1,198 219 Noninterest expense for calculation of operating efficiency ratio (non-GAAP) $ 523,607 $ 457,135 $ 411,303 $ 375,406 $ 322,212 Total revenue from continuing operations (GAAP) $ 722,649 $ 731,514 $ 312,656 $ 644,804 $ 527,264 Total operating revenue (non-GAAP) $ 1,011,946 $ 760,261 $ 663,010 $ 659,332 $ 532,165 Ratios Efficiency ratio (GAAP) 82.60 % 69.50 % 133.89 % 60.27 % 68.46 % Operating efficiency ratio (non-GAAP) 51.74 % 60.13 % 62.04 % 56.94 % 60.55 % (1) Interest income on tax-exempt loans and investment securities has been adjusted to an FTE basis using a marginal tax rate of 22.0% for the year ended December 31, 2025, 21.8% for the year ended December 31, 2024, 21.8% for the year ended December 31, 2023, 21.6% for the year ended December 31, 2022, and 21.0% for the year ended December 31, 2021. (2) Comprised of merger and acquisition expenses incurred related to our acquisition of HarborOne, Cambridge, and Century. Merger and acquisition expenses previously reported for the years ended December 31, 2022 and 2021 related to acquisitions by Eastern Insurance Group were excluded from the above table as they were reclassified to discontinued operations. 54 The following table summarizes the calculation of our tangible shareholders’ equity, tangible assets, the ratio of tangible shareholders’ equity to tangible assets, and tangible book value per share, which reconciles to the most directly comparable respective GAAP measure, as of the dates indicated: As of December 31, 2025 2024 2023 2022 2021 (Dollars in thousands, except per share data) Tangible shareholders’ equity: Total shareholders’ equity (GAAP) $ 4,340,553 $ 3,611,967 $ 2,974,855 $ 2,471,790 $ 3,406,352 Less: Goodwill and other intangibles 1,300,930 1,050,158 566,205 661,126 649,703 Tangible shareholders’ equity (non-GAAP) 3,039,623 2,561,809 2,408,650 1,810,664 2,756,649 Tangible assets: Total assets (GAAP) 30,586,856 25,557,880 21,133,278 22,646,858 23,512,128 Less: Goodwill and other intangibles 1,300,930 1,050,158 566,205 661,126 649,703 Tangible assets (non-GAAP) $ 29,285,926 $ 24,507,722 $ 20,567,073 $ 21,985,732 $ 22,862,425 Shareholders’ equity to assets ratio (GAAP) 14.2 % 14.1 % 14.1 % 10.9 % 14.5 % Tangible shareholders’ equity to tangible assets ratio (non-GAAP) 10.4 % 10.5 % 11.7 % 8.2 % 12.1 % Book value per share: Common shares issued and outstanding 235,646,558 213,909,472 176,426,993 176,172,073 186,305,332 Book value per share (GAAP) $ 18.42 $ 16.89 $ 16.86 $ 14.03 $ 18.28 Tangible book value per share (non-GAAP) $ 12.90 $ 11.98 $ 13.65 $ 10.28 $ 14.80 55 The following table summarizes the calculation of our average tangible shareholders’ equity and ratio of net income (loss) from continuing operations and operating net income to average tangible shareholders’ equity (“operating return on average tangible shareholders’ equity”), which reconciles to the most directly comparable GAAP measure, for the periods indicated: As of December 31, 2025 2024 2023 2022 2021 (Dollars in thousands) Net income (loss) from continuing operations (GAAP) $ 88,219 $ 119,561 $ (62,689) $ 186,511 $ 145,531 Add: Amortization of intangible assets 34,179 14,569 1,804 1,198 219 Less: Tax effect of amortization of intangible assets (2) 9,433 4,036 509 337 62 Tangible net income (loss) from continuing operations (non-GAAP) $ 112,965 $ 130,094 $ (61,394) $ 187,372 $ 145,688 Operating net income (non-GAAP) (1) $ 317,977 $ 196,620 $ 167,274 $ 195,950 $ 160,589 Add: Amortization of intangible assets 34,179 14,569 1,804 1,198 219 Less: Tax effect of amortization of intangible assets (2) 9,433 4,036 509 337 62 Tangible operating net income (non-GAAP) $ 342,723 $ 207,153 $ 168,569 $ 196,811 $ 160,746 Average tangible shareholders’ equity: Average total shareholders’ equity (GAAP) $ 3,775,145 $ 3,268,863 $ 2,571,001 $ 2,831,533 $ 3,424,570 Less: Average goodwill and other intangibles 1,079,099 791,489 643,977 655,653 414,441 Average tangible shareholders’ equity (non-GAAP) $ 2,696,046 $ 2,477,374 $ 1,927,024 $ 2,175,880 $ 3,010,129 Ratios: Return (loss) on average total shareholders’ equity (GAAP) 2.34 % 3.66 % (2.44) % 6.59 % 4.25 % Return (loss) on average tangible shareholders’ equity (non-GAAP) 4.19 % 5.25 % (3.19) % 8.61 % 4.84 % Operating return on average tangible shareholders’ equity (non-GAAP) 12.71 % 8.36 % 8.75 % 9.05 % 5.34 % (1) Refer to the table above within this “Non-GAAP Financial Measures” section for a reconciliation of operating net income to net income (loss). (2) The tax effect of amortization of intangible assets was calculated using our combined statutory tax rate of 27.6% for the year ended December 31, 2025, 27.7% for the year ended December 31, 2024, 28.2% for the year ended December 31, 2023, and 28.1% for the years ended 2022 and 2021. 56 Financial Position Summary of Financial Position As of December 31, Change 2025 2024 Amount ($) Percentage (%) (Dollars in thousands) Cash and cash equivalents $ 316,869 $ 1,006,880 $ (690,011) (68.5) % Securities available for sale 3,825,569 4,021,598 (196,029) (4.9) % Securities held to maturity 599,557 420,715 178,842 42.5 % Loans, net of allowance for loan losses 22,753,224 17,549,402 5,203,822 29.7 % Federal Home Loan Bank stock 13,838 5,865 7,973 135.9 % Goodwill and other intangibles, net 1,300,930 1,050,158 250,772 23.9 % Deposits 25,470,751 21,319,340 4,151,411 19.5 % Borrowed funds 214,938 66,179 148,759 224.8 % Cash and cash equivalents Total cash and cash equivalents decreased by $690.0 million, or 68.5%, to $0.3 billion at December 31, 2025 from $1.0 billion at December 31, 2024. This decrease was primarily due to an increase in gross loans of $1.0 billion, excluding loans acquired from HarborOne, and a decrease in total deposits of $181.8 million, excluding deposits acquired from HarborOne. Also contributing to the overall decrease were net repayments of FHLB advances of $369.3 million, which includes repayment of advances assumed in connection with our merger with HarborOne. For further discussion of the change in securities, loans, and deposits, refer to the later “Loans,” and “Deposits” sections in this Item 7. For further information regarding our merger with HarborOne, refer to Note 3, “Mergers and Acquisitions” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Securities Our current investment policy authorizes us to invest in various types of investment securities and liquid assets, including U.S. Treasury obligations, securities of government-sponsored enterprises, mortgage-backed securities, collateralized mortgage obligations, corporate notes, asset-backed securities and state and municipal securities. The Risk Management Committee of our Board of Directors is responsible for approving and overseeing our investment policy, which it reviews at least annually. This policy dictates that investment decisions be made based on the safety of the investment, liquidity requirements, potential returns and market risk considerations. We do not engage in any investment hedging activities or trading activities, nor do we purchase any high-risk investment products. We typically invest in the following types of securities: U.S. government securities: As of December 31, 2025, our U.S. government securities consisted of U.S. Treasury securities. As of December 31, 2024, our U.S. government securities consisted of U.S. Agency bonds and U.S. Treasury securities. We maintain these investments, to the extent appropriate, for liquidity purposes, at zero risk weighting for capital purposes, and as collateral for interest rate derivative positions. U.S. Agency bonds include securities issued by Fannie Mae, Freddie Mac, the FHLB, and the Federal Farm Credit Bureau. Mortgage-backed securities: We invest in residential and commercial mortgage-backed securities insured or guaranteed by Freddie Mac, Ginnie Mae or Fannie Mae, including collateralized mortgage obligations. We have not purchased any privately-issued mortgage-backed securities. We invest in mortgage-backed securities to achieve a positive interest rate spread with minimal administrative expense, and to lower our credit risk as a result of the guarantees provided by Freddie Mac, Ginnie Mae or Fannie Mae. Investments in residential mortgage-backed securities involve a risk that actual payments will be greater or less than the prepayment rate estimated at the time of purchase, which may require adjustments to the amortization of any premium or accretion of any discount relating to such interests, thereby affecting the net yield on our securities. We periodically review current prepayment speeds to determine whether prepayment estimates require modification that could cause amortization or accretion adjustments. There is also reinvestment risk associated with the cash flows from such securities. In addition, the market value of such securities may be adversely affected by changes in interest rates. 57 State and municipal securities: We invest in fixed rate investment grade bonds issued primarily by municipalities in our local communities within Massachusetts and by the Commonwealth of Massachusetts. The market value of these securities may be affected by call options, long dated maturities, general market liquidity and credit factors. The following table shows the fair value of our securities by investment category as of the dates indicated: Securities Portfolio Composition As of December 31, 2025 2024 (In thousands) Available for sale securities, at fair value: Government-sponsored residential mortgage-backed securities $ 2,533,309 $ 2,561,895 Government-sponsored commercial mortgage-backed securities 1,060,331 1,161,111 U.S. Agency bonds — 17,672 U.S. Treasury securities 50,350 97,619 State and municipal bonds and obligations 181,579 183,301 Total available for sale securities, at fair value 3,825,569 4,021,598 Held to maturity securities, at amortized cost: Government-sponsored residential mortgage-backed securities 210,142 231,709 Government-sponsored commercial mortgage-backed securities 185,185 189,006 State and municipal bonds and obligations 167,346 — Corporate bonds 36,884 — Total held to maturity securities, at amortized cost 599,557 420,715 Total $ 4,425,126 $ 4,442,313 Our securities portfolio has remained consistent with a balance of $4.4 billion at December 31, 2025 and 2024. This consistency was due to the offsetting effect of sales of AFS securities of $1.6 billion, AFS and HTM maturities and principal paydowns of $0.5 billion, and purchases of AFS and HTM securities of $1.4 billion. Included in this activity are principal paydowns and proceeds from the sale of securities acquired in connection with our merger with HarborOne of $298.3 million, representing substantially all of the securities acquired at fair value. All acquired securities, with the exception of two corporate bonds, paid down or were sold immediately following the completion of the merger. No gain or loss was recognized upon the sale as the securities were marked to fair value in connection with our purchase accounting based upon quoted sale prices. We did not have trading investments at December 31, 2025 and 2024. A portion of our securities portfolio continues to be tax-exempt. Investments in federally tax-exempt securities totaled $348.8 million at December 31, 2025 compared to $183.1 million at December 31, 2024. Our AFS securities are carried at fair value and are categorized within the fair value hierarchy based on the observability of model inputs. Securities which require inputs that are both significant to the fair value measurement and unobservable are classified as Level 3 within the fair value hierarchy. As of both December 31, 2025 and 2024, we had no securities categorized as Level 3 within the fair value hierarchy. 58 The following tables show contractual maturities of our AFS and HTM securities and weighted average yields at and for the years ended December 31, 2025 and 2024. Maturities of our securities portfolio are based on the final contractual payment dates, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur. Weighted average yields in the tables below have been calculated based on the amortized cost of the security: Securities Portfolio, Weighted-Average Yield Securities Maturing as of December 31, 2025 (1) Within One Year After One Year But Within Five Years After Five Years But Within Ten Years After Ten Years Total Available for sale securities: Government-sponsored residential mortgage-backed securities 2.54 % 2.43 % 2.21 % 2.92 % 2.91 % Government-sponsored commercial mortgage-backed securities 2.10 3.94 1.98 2.02 3.02 U.S. Treasury securities 4.19 — — — 4.19 State and municipal bonds and obligations 2.52 2.93 3.74 4.15 3.75 Total available for sale securities 3.68 % 3.86 % 2.78 % 2.83 % 3.00 % Held to maturity securities: Government-sponsored residential mortgage-backed securities — % — % — % 2.87 % 2.87 % Government-sponsored commercial mortgage-backed securities — 2.16 2.35 — 2.21 State and municipal bonds and obligations — — — 5.54 5.54 Corporate bonds — 7.35 7.10 — 7.11 Total held to maturity securities — % 2.20 % 4.23 % 4.05 % 3.67 % Total 3.68 % 3.58 % 3.39 % 2.95 % 3.08 % Securities Maturing as of December 31, 2024 (1) Within One Year After One Year But Within Five Years After Five Years But Within Ten Years After Ten Years Total Available for sale securities: Government-sponsored residential mortgage-backed securities 2.83 % 2.37 % 1.68 % 1.71 % 1.72 % Government-sponsored commercial mortgage-backed securities — 1.96 2.32 1.94 2.02 U.S. Agency bonds — 1.56 — — 1.56 U.S. Treasury securities 3.15 0.78 — — 1.96 State and municipal bonds and obligations 2.40 2.76 3.59 4.12 3.70 Total available for sale securities 3.07 % 1.91 % 2.49 % 1.82 % 1.89 % Held to maturity securities: Government-sponsored residential mortgage-backed securities — % — % — % 2.86 % 2.86 % Government-sponsored commercial mortgage-backed securities — 2.16 2.36 — 2.22 Total held to maturity securities — % 2.16 % 2.36 % 2.86 % 2.57 % Total 3.07 % 1.95 % 2.47 % 1.88 % 1.95 % (1) Investment security weighted-average yields were calculated on a level-yield basis by weighting the tax equivalent yield for each security type by the book value of each maturity category. The yield on tax-exempt obligations of states and political subdivisions has been adjusted to a fully-taxable equivalent (“FTE”) basis by adjusting tax-exempt income upward by an amount equivalent to the prevailing federal income taxes that would have been paid if the income had been fully taxable. 59 Loans The following table shows the composition of our loan portfolio, by category, as of the dates indicated, and the balance of loans, by category, that were acquired in connection with our merger with HarborOne as of the merger date of November 1, 2025: As of December 31, HarborOne Acquired Loan Balances Organic Change 2025 2024 Change ($) Amount ($) Percentage (%) (Dollars in thousands) Commercial and industrial $ 4,324,615 $ 3,296,068 $ 1,028,547 $ 457,680 $ 570,867 17.3 % Commercial real estate 9,529,071 7,119,523 2,409,548 2,145,652 263,896 3.7 % Commercial construction 567,597 494,842 72,755 123,528 (50,773) (10.3) % Business banking 1,603,489 1,448,176 155,313 217,328 (62,015) (4.3) % Residential real estate 5,516,114 4,063,659 1,452,455 1,334,072 118,383 2.9 % Consumer home equity 1,758,099 1,385,394 372,705 200,754 171,951 12.4 % Other consumer 275,511 271,422 4,089 11,526 (7,437) (2.7) % Total gross loans $ 23,574,496 $ 18,079,084 $ 5,495,412 $ 4,490,540 $ 1,004,872 5.6 % We consider our loan portfolio to be relatively diversified by borrower and industry. Our loans increased $5.5 billion, or 30.4%, to $23.6 billion at December 31, 2025 from $18.1 billion at December 31, 2024. The increase as of December 31, 2025 was primarily due to loans acquired in connection with our merger with HarborOne. Refer to Note 3, “Mergers and Acquisitions” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for additional discussion. Excluding the addition of acquired loans, our gross loans increased $1.0 billion, or 5.6%, which was primarily attributable to continued investment in resources targeted to grow our commercial and industrial loan portfolio and an increase in our commercial real estate investment loans driven by steady growth in our multifamily property type segment. 60 We believe that our commercial loan portfolio composition is relatively diversified in terms of industry sectors, property types and various lending specialties. As of December 31, 2025 and 2024, the amortized cost balances of concentrations in our commercial loan portfolios were as follows: Commercial and Industrial 2025 2024 (1) Balance Percentage (%) Balance Percentage (%) (Dollars in thousands) Education $ 754,918 17.6 % $ 694,739 21.3 % Accommodation 557,724 13.0 % 266,386 8.2 % Wholesale Trade 535,559 12.5 % 279,947 8.6 % Professional and Scientific 377,082 8.8 % 326,486 10.0 % Real Estate 347,760 8.1 % 342,537 10.5 % Health Care 231,490 5.4 % 164,557 5.0 % Finance and Insurance 229,626 5.3 % 174,313 5.3 % Utilities 209,697 4.9 % 146,716 4.5 % Manufacturing 207,666 4.8 % 114,510 3.5 % Transportation 190,886 4.4 % 150,465 4.6 % Admin Support 187,896 4.4 % 169,153 5.2 % Other industries 465,398 10.8 % 436,766 13.3 % Total portfolio $ 4,295,702 100.0 % $ 3,266,575 100.0 % (1) Certain loan property types, previously reported separately in our 2024 10-K, were combined to align with our presentation as of December 31, 2025. Commercial Real Estate 2025 2024 (1) Balance Percentage (%) Balance Percentage (%) (Dollars in thousands) Multifamily $ 3,658,965 38.9 % $ 2,897,232 41.1 % Retail 1,246,853 13.2 % 963,192 13.7 % Office 1,224,657 13.0 % 941,850 13.4 % Industrial 1,179,350 12.5 % 746,945 10.6 % Hospitality 625,431 6.7 % ROUND +0.001 259,178 3.7 % Education 394,154 4.2 % 336,645 4.8 % Self Storage 265,796 2.8 % 236,231 3.4 % Other property types 819,155 8.7 % 662,805 9.3 % Total portfolio $ 9,414,361 100.0 % $ 7,044,078 100.0 % (1) Certain loan property types, previously reported separately in our 2024 10-K, were combined to align with our presentation as of December 31, 2025. 61 Commercial Construction 2025 2024 (1) Balance Percentage (%) Balance Percentage (%) (Dollars in thousands) Multifamily $ 355,147 63.0 % $ 386,932 78.7 % Education 53,929 9.6 % 3,602 0.7 % Industrial 45,528 8.1 % 14,748 3.0 % For Sale Housing 32,373 5.7 % 44,160 9.0 % Office 25,098 4.5 % 1,406 0.3 % Assisted Living 13,751 2.4 % 334 0.1 % Retail 12,286 2.2 % 12,667 2.6 % Other property types 25,373 4.5 % 27,800 5.6 % Total portfolio $ 563,485 100.0 % $ 491,649 100.0 % (1) Certain loan property types, previously reported separately in our 2024 10-K, were combined to align with our presentation as of December 31, 2025. We believe that the loan to value ratio (“LTV”) is an important factor in monitoring the risk characteristics of our loans secured by real estate. The following tables show the distribution of loan balances, on an amortized cost basis, by LTV and year of origination for each of our portfolios of loans secured by real estate as of December 31, 2025: Balance of Commercial Real Estate Loans Originated During the Year Ended December 31, 2025 2024 2023 2022 2021 2020 and Prior Total Current LTV (1) (Dollars in thousands) Not available (2) $ 5,557 $ — $ — $ — $ 17 $ 5,117 $ 10,691 50.00% or lower 276,857 246,476 356,757 908,091 399,026 1,554,503 3,741,710 50.01% - 69.99% 507,527 167,066 303,624 1,074,506 763,884 1,209,809 4,026,416 70.00% - 79.99% 112,891 102,106 128,448 246,347 158,349 172,931 921,072 80.00% - 89.99% (3) 7,983 7,985 10,464 92,247 14,495 53,017 186,191 90.00% or higher (3) 16,126 100,877 83,718 172,120 61,029 94,411 528,281 Total $ 926,941 $ 624,510 $ 883,011 $ 2,493,311 $ 1,396,800 $ 3,089,788 $ 9,414,361 Weighted average LTV 55.63 % 57.62 % 61.40 % 56.08 % 55.46 % 47.98 % 53.85 % Balance of Residential Real Estate Loans Originated During the Year Ended December 31, 2025 2024 2023 2022 2021 2020 and Prior Total Current LTV (1) (Dollars in thousands) Not available (2) $ 36,054 $ — $ — $ — $ 81 $ 9,494 $ 45,629 50.00% or lower 57,894 34,945 44,934 166,634 341,915 508,179 1,154,501 50.01% - 69.99% 79,079 41,804 81,350 315,508 545,916 732,794 1,796,451 70.00% - 79.99% 147,791 91,375 161,637 527,751 366,559 239,854 1,534,967 80.00% - 89.99% 79,745 43,424 84,016 210,841 73,481 58,004 549,511 90.00% or higher 53,521 29,490 25,667 31,777 1,939 8,727 151,121 Total $ 454,084 $ 241,038 $ 397,604 $ 1,252,511 $ 1,329,891 $ 1,557,052 $ 5,232,180 Weighted average LTV 72.58 % 72.31 % 71.42 % 68.53 % 59.92 % 55.75 % 63.10 % 62 Balance of Consumer Home Equity Loans Originated During the Year Ended December 31, 2025 2024 2023 2022 2021 2020 and Prior Total Current LTV (1) (Dollars in thousands) Not available (2) $ 282,821 $ 227,902 $ 178,434 $ 269,380 $ 157,527 $ 191,055 $ 1,307,119 50.00% or lower 5,601 7,117 6,692 10,442 6,064 95,322 131,238 50.01% - 69.99% 9,286 9,749 10,191 16,728 6,431 85,603 137,988 70.00% - 79.99% 8,041 10,340 8,082 16,708 9,589 67,619 120,379 80.00% - 89.99% 5,087 5,386 5,777 9,971 4,833 25,608 56,662 90.00% or higher — — — — 181 43 224 Total $ 310,836 $ 260,494 $ 209,176 $ 323,229 $ 184,625 $ 465,250 $ 1,753,610 Weighted average LTV 64.23 % 64.09 % 63.95 % 63.95 % 63.93 % 56.45 % 59.38 % (1) Current LTV is calculated based upon exposure amount and the most recently available appraisal value as of the reporting period. (2) Insufficient data available to calculate LTV. (3) We generally require an LTV of 80% or less on new CRE loan originations. Certain CRE loans with LTVs greater than 80% may have additional collateral pledged which is not included in the computation of the amounts stated. The maturity distribution of our loan portfolio is one factor used by management to evaluate the risk characteristics of our loan portfolio. The following table shows the maturity distribution of our loans, on a gross basis, as of December 31, 2025: Scheduled Contractual Loan Maturity One Year or Less (1) One to Five Years Five to Fifteen Years After Fifteen Years Total (In thousands) Commercial and industrial $ 553,366 $ 1,957,227 $ 968,902 $ 816,207 $ 4,295,702 Commercial real estate 1,161,538 4,162,041 3,687,460 403,322 9,414,361 Commercial construction 131,675 208,628 152,007 71,175 563,485 Business banking 214,970 458,841 837,018 82,865 1,593,694 Residential real estate 1,041 30,572 377,975 4,822,592 5,232,180 Consumer home equity 1,868 24,652 245,348 1,481,742 1,753,610 Other consumer 54,988 103,904 73,141 — 232,033 Total loans $ 2,119,446 $ 6,945,865 $ 6,341,851 $ 7,677,903 $ 23,085,065 (1) Includes demand loans, or loans without a stated maturity. The interest rate risk of our loan portfolio is an important element in the management of net interest margin. We attempt to manage the relationship between the interest rate sensitivity of our assets and liabilities to produce an effective interest differential that is not significantly impacted by changes in the level of interest rates. The following table shows the interest rate risk of our loans, on a gross basis, due one year after December 31, 2025: Loan Interest Rate Risk Due after December 31, 2026 Fixed Adjustable Total (In thousands) Commercial and industrial $ 1,224,146 $ 2,518,190 $ 3,742,336 Commercial real estate 4,433,539 3,819,284 8,252,823 Commercial construction 247,384 184,426 431,810 Business banking 510,859 867,865 1,378,724 Residential real estate 3,897,103 1,334,036 5,231,139 Consumer home equity 343,163 1,408,579 1,751,742 Other consumer 174,382 2,663 177,045 Total loans $ 10,830,576 $ 10,135,043 $ 20,965,619 63 Asset quality. We continually monitor the asset quality of our loan portfolio utilizing portfolio scorecards and various credit quality indicators. Based on this process, loans meeting certain criteria are categorized as delinquent or non-performing and further assessed to determine if non-accrual status is appropriate. For the commercial portfolio, which includes our commercial and industrial, commercial real estate, commercial construction and business banking loans, we monitor credit quality using a risk rating scale, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated with a commercial loan transaction. Management utilizes a loan risk rating methodology based on a 15-point scale with the assistance of risk rating scorecard tools. Pass grades are 0-10 and non-pass categories, which align with regulatory guidelines, are: special mention (11), substandard (12), doubtful (13) and loss (14). Risk rating assignment is determined using one of 15 separate scorecards developed for distinctive portfolio segments based on common attributes. Key factors include: industry and market conditions, position within the industry, earnings trends, operating cash flow, asset/liability values, debt capacity, guarantor strength, management and controls, financial reporting, collateral and other considerations. Special mention, substandard and doubtful loans totaled 5.0% and 4.9% of total commercial loans outstanding at December 31, 2025 and 2024, respectively. Our philosophy toward managing our loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. We seek to make arrangements to resolve any delinquent or default situation over the shortest possible time frame. For the retail portfolio, which includes residential real estate, consumer home equity, and other consumer portfolios, we monitor credit quality using the borrower’s FICO score. As of December 31, 2025, 72.8% of retail borrowers, based on amortized cost balances, have a FICO score of 740 or greater. The following table shows the balances by borrowers’ current FICO scores as of the dates indicated: As of December 31, 2025 As of December 31, 2024 Residential Real Estate Consumer Home Equity Other Consumer Residential Real Estate Consumer Home Equity Other Consumer Current FICO (1) (Dollars in thousands) Not available (2) $ 56,429 $ 24,608 $ 17,455 $ 35,784 $ 26,906 $ 18,024 640 or lower 154,600 82,198 6,677 118,720 65,538 3,656 641 – 699 353,379 198,398 11,468 314,204 154,184 13,882 700 – 739 702,495 329,713 22,350 521,330 257,035 23,199 740 or higher 3,965,277 1,118,693 174,083 2,938,344 881,625 168,418 Total $ 5,232,180 $ 1,753,610 $ 232,033 $ 3,928,382 $ 1,385,288 $ 227,179 Average FICO 769.4 755.0 783.0 770.9 755.4 783.0 (1) Borrower FICO scores are updated on a semi-annual basis, and the most recent update occurred in December 2025. Borrower FICO scores related to loans acquired in connection with our merger with HarborOne were not updated in 2025, and are scheduled to be updated in the second quarter of 2026, as part of the annual process. (2) Insufficient data available to report. The delinquency rate of our total loan portfolio decreased to 0.56% at December 31, 2025 from 0.62% at December 31, 2024. 64 The following table provides details regarding our delinquency rates as of the dates indicated: Loan Delinquency Rates Delinquency Rate as of December 31, 2025 2024 Commercial and industrial 0.17 % 0.00 % Commercial real estate 0.22 % 0.46 % Commercial construction 0.18 % — % Business banking 1.83 % 1.19 % Residential real estate 1.02 % 1.04 % Consumer home equity 0.99 % 1.29 % Other consumer 0.35 % 0.62 % Total 0.56 % 0.62 % As a general rule, loans more than 90 days past due with respect to principal or interest are classified as non-accrual loans. However, based on our assessment of collateral and/or payment prospects, certain loans that are more than 90 days past due may be kept on an accruing status. Income accruals are suspended on all non-accrual loans and all previously accrued and uncollected interest is reversed against current income. A loan is expected to remain on non-accrual status until it becomes current with respect to principal and interest, the loan is liquidated, or the loan is determined to be uncollectible and is charged-off against the allowance for loan losses. Non-performing assets (“NPAs”) are comprised of non-performing loans (“NPLs”), OREO and non-performing securities. NPLs consist of non-accrual loans and loans that are more than 90 days past due but still accruing interest. OREO consists of real estate properties, which primarily serve as collateral to secure our loans, that we control due to foreclosure. These properties are recorded at the fair value less estimated costs to sell on the date we obtain control. Any write-downs to the cost of the related asset upon transfer to OREO to reflect the asset at fair value less estimated costs to sell is recorded through the allowance for loan losses. NPLs increased $36.5 million, or 27%, to $172.3 million at December 31, 2025 from $135.8 million at December 31, 2024. NPLs as a percentage of total loans decreased to 0.75% at December 31, 2025 from 0.76% at December 31, 2024. Refer to the later “Allowance for Credit Losses” section in this Item 7 for a discussion of the change in non-accrual loans which comprise our NPLs as of December 31, 2025 and 2024. The total amount of interest recorded on NPLs during both the years ended December 31, 2025 and 2024 was not significant. The gross interest income that would have been recorded under the original terms of those loans if they had been performing amounted to $7.9 million and $8.8 million for the years ended December 31, 2025 and 2024, respectively. In the course of resolving NPLs, we may choose to restructure the contractual terms of certain loans. We attempt to work-out alternative payment schedules with the borrowers in order to avoid foreclosure actions. The aggregate amortized cost balance as of December 31, 2025 of loans modified during the year ended December 31, 2025 which were determined to be modifications to borrowers experiencing financial difficulty was $67.1 million. Included in such modifications were four commercial real estate loans collateralized by properties in our office risk segment. The aggregate amortized cost balance as of December 31, 2024 of loans modified during the year ended December 31, 2024 which were determined to be modifications to borrowers experiencing financial difficulty was $30.7 million. As of December 31, 2025, there were two loans with an aggregate balance of $0.3 million that had been modified to borrowers experiencing financial difficulty during the during the twelve-month period then ended which had subsequently defaulted during the year ended December 31, 2025. As of December 31, 2024, there were three loans with an aggregate balance of $0.5 million that had been modified to borrowers experiencing financial difficulty during the twelve-month period then ended which had subsequently defaulted during the year ended December 31, 2024. Our policy is that any restructured loan, which is on non-accrual status prior to being modified, remain on non-accrual status for approximately six months subsequent to being modified before we consider its return to accrual status. If the restructured loan is on accrual status prior to being modified, we review it to determine if the modified loan should remain on accrual status. Purchased credit deteriorated (“PCD”) loans are loans that we acquired that have shown evidence of deterioration of credit quality since origination and, therefore, it was deemed unlikely that all contractually required payments would be collected upon the merger date. We consider factors such as payment history, collateral values and accrual status when determining whether there was evidence of deterioration at the merger date. As of December 31, 2025 and 2024, the carrying 65 amount of PCD loans was $659.7 million and $331.4 million, respectively. The increase in PCD loans was due to our acquisition of PCD loans in the fourth quarter of 2025 in connection with our merger with HarborOne which was completed on November 1, 2025 and which added $514.6 million in PCD loans on a gross amortized cost basis, including the day-1 gross-up adjustment of the allowance for loan losses and loan amortized cost balance. Potential Problem Loans. In the normal course of business, we become aware of possible credit problems in which borrowers exhibit the potential to be unable to comply in the future with the contractual terms of their loans, but which currently do not yet meet the criteria for classification as NPLs. These loans are neither delinquent nor on non-accrual status. Our potential problem loans, or loans with potential weaknesses that were not included in the non-accrual loans or in the loans 90 or more past due categories, increased by $1.7 million, or 0.4%, to $413.7 million at December 31, 2025 from $412.0 million at December 31, 2024. These loans as a percentage of total loans decreased to 1.8% at December 31, 2025 from 2.3% at December 31, 2024. Commercial Real Estate Office Exposure. Our total office-related commercial real estate (“CRE”) loans (which is comprised of loans within our commercial real estate and construction portfolios that are secured by office space, medical office space, mixed-use, and laboratory/life sciences office properties where rental income is primarily from office space) totaled $1.3 billion and $1.0 billion as of December 31, 2025 and 2024, respectively. Included in this total as of December 31, 2025, were loans with a balance of $323.9 million which were acquired during year ended December 31, 2025 in connection with our merger with HarborOne. As of December 31, 2025, our office-related CRE loans are primarily concentrated in Massachusetts, where approximately 87.5% of the total recorded investment balance of office-related CRE loans are located, and approximately 19.6% of the total recorded investment balance of office-related CRE loans are located in the City of Boston. Given prevailing market conditions such as reduced occupancy as a result of the increase in hybrid and fully remote work arrangements post-COVID and lower commercial real estate valuations, we are carefully monitoring these loans for signs of deterioration in credit quality. Such monitoring includes incremental risk management strategies undertaken by management including monthly internal CRE office exposure portfolio reporting, more frequent portfolio reviews, ongoing monitoring of market conditions, and additional portfolio analysis such as maturity risk analysis and rent rollover risk analysis. As of December 31, 2025, four of our office-related CRE loans, which had a total recorded investment balance of $36.7 million, were on non-accrual status of which $9.7 million were acquired during year ended December 31, 2025 in connection with our merger with HarborOne. As of December 31, 2024, twelve of our office-related CRE loans were on non-accrual status and had a total recorded investment balance of $87.0 million. The following table sets forth the unpaid principal balance of office-related CRE loans by loan segment and credit quality indicator as of the dates indicated: As of December 31, 2025 2024 (In thousands) Commercial real estate Pass $ 1,065,028 $ 848,526 Special mention 38,503 30,409 Substandard 105,824 71,088 Doubtful 36,772 87,012 Total commercial real estate $ 1,246,127 $ 1,037,035 Commercial construction Pass $ 25,021 $ — Special mention — 621 Substandard — 779 Doubtful — — Total commercial construction $ 25,021 $ 1,400 Total $ 1,271,148 $ 1,038,435 66 The following table sets forth the unpaid principal balance of office-related CRE loans by loan segment and collateral use type as of the dates indicated: As of December 31, 2025 2024 (In thousands) Commercial real estate Office $ 562,157 $ 540,219 Medical office 135,003 55,333 Mixed-use 425,529 337,966 Laboratory/life science (1) 123,438 103,517 Total commercial real estate $ 1,246,127 $ 1,037,035 Commercial construction Office $ 489 $ 1,400 Medical office 5,324 — Mixed-use 19,208 — Laboratory/life science — — Total commercial construction $ 25,021 $ 1,400 Total $ 1,271,148 $ 1,038,435 (1) In the second quarter of 2025, we refined the presentation of CRE office risk segments resulting in the addition of the “laboratory/life science” risk segment. Loans in this risk segment were reported in other risk segments as of December 31, 2024 and were reclassified above for comparative purposes. Allowance for credit losses. For the purpose of estimating our allowance for loan losses, we segregate the loan portfolio into loan categories, for loans that share similar risk characteristics, that possess unique risk characteristics such as loan purpose, repayment source, and collateral that are considered when determining the appropriate level of the allowance for loan losses for each category. Loans that do not share similar risk characteristics with other loans are evaluated individually. While we use available information to recognize losses on loans, future additions or subtractions to/from the allowance for loan losses may be necessary based on changes in NPLs, changes in economic conditions, or other reasons. Additionally, various regulatory agencies, as an integral part of our examination process, periodically assess the adequacy of the allowance for loan losses to assess whether the allowance for loan losses was determined in accordance with GAAP and applicable guidance. We perform an evaluation of our allowance for loan losses on a regular basis (at least quarterly), and establish the allowance for loan losses based upon an evaluation of our loan categories, as each possesses unique risk characteristics that are considered when determining the appropriate level of allowance for loan losses, including: • known increases in concentrations within each category; • certain higher risk classes of loans, or pledged collateral; • historical loan loss experience within each category; • results of any independent review and evaluation of the category’s credit quality; • trends in volume, maturity and composition of each category; • volume and trends in delinquencies and non-accruals; • national and local economic conditions and downturns in specific local industries; • corporate goals and objectives; • lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices; and • current and forecasted banking industry conditions, as well as the regulatory and competitive environment. 67 Loans are evaluated on a regular basis by management. Expected lifetime losses are estimated on a collective basis for loans sharing similar risk characteristics and are determined using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. For commercial and industrial, commercial real estate, commercial construction and business banking portfolios, the quantitative model uses a loan rating system which is comprised of management’s determination of probability of default, or PD, loss given default, or LGD, and exposure at default, or EAD, which are derived from historical loss experience and other factors. For residential real estate, consumer home equity and other consumer portfolios, our quantitative model uses historical loss experience. The allowance for loan losses is allocated to loan categories using both a formula-based approach and an analysis of certain individual loans for impairment. We use a methodology to systematically estimate the amount of expected credit loss in the loan portfolio. Under our current methodology, the allowance for loan losses contains reserves related to loans for which the related allowance for loan losses is determined on an individual loan basis and on a collective basis, and other qualitative components. The allowance for loan losses increased by $102.9 million, or 44.9%, to $331.8 million, or 1.44% of total loans, at December 31, 2025 from $229.0 million, or 1.29% of total loans at December 31, 2024. The increase in the allowance for loan losses was primarily due to our merger with HarborOne, which was completed on November 1, 2025. In connection with the merger, we recorded an allowance for loan losses related to acquired loans of $103.7 million, as a gross-up of the corresponding loan balance. Excluding these amounts, the allowance for loan losses decreased by $0.8 million from December 31, 2024 to December 31, 2025. For further discussion of the change in the allowance for loan losses and the provision for allowance for loans losses, refer to Note 6, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. In the ordinary course of business, we enter into commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable. The credit risk associated with these commitments is evaluated in a manner similar to the reserving method for loans receivable previously described. The reserve for unfunded lending commitments is included in other liabilities in the Consolidated Balance Sheets. Our reserve for unfunded lending commitments increased by $3.3 million, or 25%, to $16.4 million at December 31, 2025 from $13.1 million at December 31, 2024. The following table summarizes credit ratios for the periods presented: Credit Ratios 68 For the Year Ended December 31, 2025 2024 2023 2022 2021 (Dollars in thousands) Net loan charge-offs (recoveries): Commercial and industrial $ 9,905 $ (59) $ (283) $ (1,053) $ 623 Commercial real estate 15,603 40,349 7,810 (91) 243 Commercial construction (1,242) — — — — Business banking 1,322 1,309 2,778 223 3,567 Residential real estate (41) (177) (97) (94) (87) Consumer home equity 85 (77) (34) (23) (161) Other consumer 1,409 1,906 1,953 1,625 1,373 Total net loan charge-offs $ 27,041 $ 43,251 $ 12,127 $ 587 $ 5,558 Average loans: Commercial and industrial $ 3,656,829 $ 3,198,008 $ 3,197,668 $ 2,944,064 $ 2,015,665 Commercial real estate 7,640,566 6,287,261 5,377,304 4,886,951 3,960,818 Commercial construction 482,922 453,372 357,499 294,805 191,771 Business banking 1,360,475 1,149,337 981,496 1,021,720 1,241,770 Residential real estate 4,111,073 3,213,200 2,536,374 2,063,193 1,508,796 Consumer home equity 1,494,421 1,292,616 1,193,270 1,129,757 869,110 Other consumer 221,257 216,900 188,476 197,659 233,932 Average total loans (1) $ 18,967,543 $ 15,810,694 $ 13,832,087 $ 12,538,149 $ 10,021,862 Total net charge-offs (recoveries) to average total loans outstanding during the period Commercial and industrial 0.27 % 0.00 % (0.01) % (0.04) % 0.03 % Commercial real estate 0.20 0.64 0.15 0.00 0.01 Commercial construction (0.26) — — — — Business banking 0.10 0.11 0.28 0.02 0.29 Residential real estate 0.00 (0.01) 0.00 0.00 (0.01) Consumer home equity 0.01 (0.01) 0.00 0.00 (0.02) Other consumer 0.64 0.88 1.04 0.82 0.59 Total net charge-offs to average total loans outstanding during the period 0.14 % 0.27 % 0.09 % 0.00 % 0.06 % Total loans $ 23,085,065 $ 17,778,354 $ 13,948,360 $ 13,562,528 $ 12,255,068 Total non-accrual loans $ 172,339 $ 135,820 $ 52,557 $ 38,604 $ 32,993 Allowance for loan losses $ 331,841 $ 228,952 $ 148,993 $ 142,211 $ 97,787 Allowance for loan losses as a percent of total loans 1.44 % 1.29 % 1.07 % 1.05 % 0.80 % Non-accrual loans as a percent of total loans 0.75 % 0.76 % 0.38 % 0.28 % 0.27 % Allowance for loan losses as a percent of non-accrual loans 192.55 % 168.57 % 283.49 % 368.38 % 296.39 % (1) Average loan balances exclude loans held for sale Non-accrual loans increased $36.5 million, or 27%, to $172.3 million at December 31, 2025 from $135.8 million at December 31, 2024, primarily due to loans acquired from HarborOne and which were already on non-accrual or were transferred to non-accrual following the completion of the merger. As of December 31, 2025, the amount of loans on non-accrual which were acquired from HarborOne was $89.9 million. For additional information regarding the credit quality of our loans, see Note 6, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. 69 The following tables set forth the allocation of the allowance for loan losses by loan categories listed in loan portfolio composition and the related loan balances as a percentage of total loans as of the dates indicated: Summary of Allocation of Allowance for Loan Losses As of December 31, 2025 2024 Allowance for Loan Losses Percent of Allowance in Category to Total Allowance Percent of Loans in Category to Total Loans Allowance for Loan Losses Percent of Allowance in Category to Total Allowance Percent of Loans in Category to Total Loans (Dollars in thousands) Commercial and industrial $ 65,768 19.82 % 18.34 % $ 41,090 17.95 % 18.24 % Commercial real estate 164,376 49.53 % 40.42 % 116,175 50.74 % 39.37 % Commercial construction 21,058 6.35 % 2.41 % 8,462 3.70 % 2.74 % Business banking 22,921 6.91 % 6.80 % 19,899 8.69 % 8.01 % Residential real estate 44,177 13.31 % 23.40 % 32,291 14.10 % 22.48 % Consumer home equity 9,171 2.76 % 7.46 % 7,472 3.26 % 7.66 % Other consumer 4,370 1.32 % 1.17 % 3,563 1.56 % 1.50 % Total $ 331,841 100.00 % 100.00 % $ 228,952 100.00 % 100.00 % As of December 31, 2023 2022 2021 Allowance for Loan Losses Percent of Allowance in Category to Total Allocated Allowance Percent of Loans in Category to Total Loans Allowance for Loan Losses Percent of Allowance in Category to Total Allocated Allowance Percent of Loans in Category to Total Loans Allowance for Loan Losses Percent of Allowance in Category to Total Allocated Allowance Percent of Loans in Category to Total Loans (Dollars in thousands) Commercial and industrial $ 26,959 18.09 % 21.71 % $ 26,859 18.89 % 23.21 % $ 18,018 18.43 % 24.10 % Commercial real estate 65,475 43.95 % 39.05 % 54,730 38.49 % 37.97 % 52,373 53.56 % 36.82 % Commercial construction 6,666 4.47 % 2.77 % 7,085 4.98 % 2.48 % 2,585 2.64 % 1.81 % Business banking 14,913 10.01 % 7.77 % 16,189 11.38 % 8.03 % 10,983 11.23 % 10.87 % Residential real estate 25,954 17.42 % 18.36 % 28,129 19.78 % 18.13 % 6,556 6.70 % 15.69 % Consumer home equity 5,595 3.76 % 8.65 % 6,454 4.54 % 8.75 % 3,722 3.81 % 8.96 % Other consumer 3,431 2.30 % 1.69 % 2,765 1.94 % 1.43 % 3,308 3.38 % 1.75 % Other — — % — % — — % — % 242 0.25 % — % Total $ 148,993 100.00 % 100.00 % $ 142,211 100.00 % 100.00 % $ 97,787 100.00 % 100.00 % To determine if a loan should be charged-off, all possible sources of repayment are analyzed. Possible sources of repayment include the potential for future cash flows, liquidation of the collateral and the strength of co-makers or guarantors. When available information confirms that specific loans or portions thereof are uncollectible, these amounts are promptly charged-off against the allowance for loan losses and any recoveries of such previously charged-off amounts are credited to the allowance for loan losses. Regardless of whether a loan is unsecured or collateralized, we charge off the amount of any confirmed loan loss in the period when the loans, or portions of loans, are deemed uncollectible. For troubled, collateral-dependent loans, loss confirming events may include an appraisal or other valuation that reflects a shortfall between the value of the collateral and the carrying value of the loan or receivable, or a deficiency balance following the sale of the collateral. For additional information regarding our allowance for loan losses, see Note 6, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. 70 Federal Home Loan Bank stock The FHLBB is a cooperative that provides services to its member banking institutions. The primary reason for our membership in the FHLBB is to gain access to a reliable source of wholesale funding and as a tool to manage interest rate risk. The purchase of stock in the FHLB is a requirement for a member to gain access to funding. We purchase and/or are subject to redemption of FHLBB stock proportional to the volume of funding received and view the holdings as a necessary long-term investment for the purpose of balance sheet liquidity and not for investment return. We held an investment in the FHLBB of $13.8 million and $5.9 million at December 31, 2025 and 2024, respectively. The amount of stock we are required to purchase is in proportional to our FHLB borrowings and level of total assets. Goodwill and other intangible assets The table below sets forth the carrying amount of goodwill and other intangible assets, net of accumulated amortization, as of the dates indicated below: As of December 31, 2025 2024 (In thousands) Balances not subject to amortization Goodwill $ 1,117,148 $ 914,957 Balances subject to amortization Core deposit intangibles 164,280 111,296 Customer list intangible 18,711 22,841 Trade name intangible 791 1,064 Total balances subject to amortization 183,782 135,201 Total goodwill and other intangible assets $ 1,300,930 $ 1,050,158 The balance of our goodwill and other intangible assets was $1.3 billion and $1.1 billion at December 31, 2025 and 2024, respectively. The increase in goodwill and other intangible assets at December 31, 2025 from 2024 was due to our merger with HarborOne during the fourth quarter of 2025. Refer to Note 3, “Mergers and Acquisitions” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for additional discussion. We did not record any impairment to our goodwill or other intangible assets during the years ended December 31, 2025 and 2024. For discussion of the impairment testing performed, refer to Note 9, “Goodwill and Other Intangible Assets” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Deposits and other interest-bearing liabilities Deposits originating within the markets we serve continue to be our primary source of funding our earning assets. Historically, we have been able to compete effectively for deposits in our primary market areas. The distribution and market share of deposits by type of deposit and type of depositor are important considerations in our assessment of the stability of our funding sources and our access to additional funds. Furthermore, we shift the mix and maturity of the deposits depending on economic conditions and loan and investment policies in an attempt, within set policies, to minimize cost and maximize net interest margin. 71 The following table presents our deposits as of the dates indicated, and the balance of deposits, by category, that were acquired in connection with our merger with HarborOne as of the merger date of November 1, 2025: Components of Deposits As of December 31, HarborOne Acquired Deposit Balances Organic Change 2025 2024 Change Amount ($) Percentage (%) (Dollars in thousands) Demand $ 6,341,205 $ 5,992,082 $ 349,123 $ 829,583 $ (480,460) (8.0) % Interest checking 4,727,219 4,606,250 120,969 213,992 (93,023) (2.0) % Savings 2,010,028 1,648,323 361,705 426,449 (64,744) (3.9) % Money market investments 7,885,707 5,736,362 2,149,345 1,500,765 648,580 11.3 % Certificate of deposits 4,506,592 3,336,323 1,170,269 1,362,373 (192,104) (5.8) % Total deposits $ 25,470,751 $ 21,319,340 $ 4,151,411 $ 4,333,162 $ (181,751) (0.9) % Deposits increased by $4.2 billion, or 19.5%, to $25.5 billion at December 31, 2025 from $21.3 billion at December 31, 2024. This increase was primarily due to the addition of deposits acquired in connection with our merger with HarborOne, which was completed on November 1, 2025. Excluding the acquired deposit balances, deposits decreased $181.8 million, or 0.9%, at December 31, 2025 from December 31, 2024. This decrease was primarily driven by regular deposit outflows during the year ended December 31, 2025. The Bank’s estimate of total uninsured deposits was $10.2 billion and $9.0 billion at December 31, 2025 and 2024, respectively. In accordance with the FDIC’s Call Report instructions, these estimates include accounts of wholly-owned subsidiaries, the holding company, and internal operating deposit accounts (together referred to as “internal deposit accounts”). In addition, these estimates include municipal deposit accounts for which securities were pledged by us to secure such deposits (“collateralized deposits”). For liquidity monitoring purposes, we exclude internal deposit accounts and collateralized deposits from our estimate of uninsured deposits. Our estimate of uninsured deposits, excluding internal deposit accounts and collateralized deposits, was $8.1 billion and $6.9 billion at December 31, 2025 and 2024, respectively. The following table presents the classification of deposits on an average basis for the years indicated: Classification of Deposits on an Average Basis For the Year Ended December 31, 2025 2024 2023 Average Amount Average Rate Average Amount Average Rate Average Amount Average Rate (Dollars in thousands) Demand $ 5,803,876 — % $ 5,348,124 — % $ 5,404,208 — % Interest checking 4,482,914 0.94 % 4,167,043 1.04 % 4,070,585 0.60 % Savings (1) 1,683,451 0.30 % 1,487,842 0.21 % 1,535,578 0.01 % Money market investments 6,309,936 2.35 % 5,283,231 2.66 % 4,918,343 2.11 % Certificates of deposit 3,487,640 3.93 % 3,146,139 4.78 % 2,303,520 4.24 % Total deposits $ 21,767,817 1.53 % $ 19,432,379 1.74 % $ 18,232,234 1.24 % (1) Includes the reclassification of the escrow deposits of borrowers to deposit savings accounts recorded in the first quarter of 2025 for comparability purposes. 72 Other time deposits in excess of the FDIC insurance limit of $250,000, including certificates of deposits as of the dates indicated had maturities as follows: Maturities of Time Certificates of Deposit $250,000 and Over As of December 31, 2025 2024 Maturing in (In thousands) Three months or less $ 734,723 $ 416,015 Over three months through six months 467,873 544,598 Over six months through twelve months 202,541 156,565 Over twelve months 8,465 5,161 Total $ 1,413,602 $ 1,122,339 Borrowings Our borrowings may consist of both short-term and long-term borrowings and provide us with sources of funding. Maintaining available borrowing capacity provides us with a contingent source of liquidity. The following table sets forth information concerning balances on our borrowings as of the dates indicated: Borrowings by Category As of December 31, Change 2025 2024 Amount ($) Percentage (%) (In thousands) Interest rate swap collateral funds $ 15,321 $ 48,590 $ (33,269) (68.5) % Federal Home Loan Bank advances 199,617 17,589 182,028 1034.9 % Total $ 214,938 $ 66,179 $ 148,759 224.8 % Our total borrowings increased by $148.8 million to $214.9 million at December 31, 2025 compared to $66.2 million at December 31, 2024. The increase was primarily due to increased balances of FHLB advances which increased due to FHLB borrowings assumed in connection with our merger with HarborOne. Refer to the later “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” section in this Item 7 for additional discussion of our liquidity position. 73 Results of Operations Summary of Results of Operations For the Year Ended December 31, Change 2025 2024 Amount ($) Percentage (%) (Dollars in thousands) Interest and dividend income $ 1,164,234 $ 946,766 $ 217,468 23.0 % Interest expense 335,649 339,169 (3,520) (1.0) % Net interest income 828,585 607,597 220,988 36.4 % Provision for allowance for loan losses 26,200 67,380 (41,180) (61.1) % Noninterest (loss) income (105,936) 123,917 (229,853) (185.5) % Noninterest expense 596,943 508,368 88,575 17.4 % Income tax expense 11,287 36,205 (24,918) (68.8) % Net income $ 88,219 $ 119,561 $ (31,342) (26.2) % Comparison of the Years Ended December 31, 2025 and 2024 Interest and Dividend Income Interest and dividend income increased by $217.5 million, or 23.0%, to $1.2 billion during the year ended December 31, 2025 from $946.8 million during the year ended December 31, 2024. The increase was due to an increase in both the average balance and yields of our loan portfolio. Our yields on loans and securities are generally presented on an FTE basis where the embedded tax benefit on loans and securities are calculated and added to the yield. Management believes that this presentation allows for better comparability between institutions with different tax structures. • Interest income on loans increased $201.3 million, or 24.9%, to $1.0 billion during the year ended December 31, 2025 from $808.0 million during the year ended December 31, 2024. The increase in interest income on our loans was primarily due to an increase in the average balance of our loans and an increase in the yield on our loans. The average balance of our loan portfolio increased $3.2 billion, or 20.0%, to $19.0 billion during the year ended December 31, 2025 from $15.8 billion during the year ended December 31, 2024. This increase was primarily due to loans acquired in connection with our 2025 merger with HarborOne, which was completed in November 2025, and our 2024 merger with Cambridge, which was completed in July 2024. The overall yield on our loans increased 20 basis points during the year ended December 31, 2025 in comparison to the year ended December 31, 2024, which was primarily due to accretion of the discounts recorded related to loans acquired in our mergers with HarborOne and Cambridge. • Interest income on securities and other short-term investments increased by $16.2 million, or 11.7%, to $154.9 million during the year ended December 31, 2025 from $138.7 million during the year ended December 31, 2024. The increase was primarily due to an increase in our combined yield on our securities and other short-term investments, which increased 76 basis points during the year ended December 31, 2025 in comparison to the year ended December 31, 2024 due to sales of AFS securities and the purchase of new securities with higher yields. Partially offsetting this increase was a decrease in the average balance of our securities and other short-term investments during the year ended December 31, 2025, which resulted from sales and maturities and principal paydowns of AFS and HTM securities. Interest Expense During the year ended December 31, 2025 interest expense decreased by $3.5 million to $335.6 million from $339.2 million during the year ended December 31, 2024. This decrease was primarily due to deposit interest expense which decreased during the year ended December 31, 2025 by $5.0 million to $332.4 million from $337.4 million. This decrease was due to a decrease in rates paid on deposits. Net Interest Income Net interest income increased by $221.0 million, or 36.4%, to $828.6 million during the year ended December 31, 2025 from $607.6 million during the year ended December 31, 2024. Net interest income increased due to an increase in our net interest margin of 67 basis points, to 3.51%. Also contributing to the increase was an increase in the balance of average total interest-earning assets of $2.2 billion, or 9.8%, to $24.2 billion during the year ended December 31, 2025 from $22.0 billion during the year ended December 31, 2024. 74 The following chart shows our net interest margin over the past five years: Net interest margin is determined by dividing FTE net interest income by average-earning assets. For purposes of the following discussion, income from tax-exempt loans and investment securities has been adjusted to an FTE basis, using a marginal tax rate of 22.0%, 21.8%, and 21.8% for the years ended December 31, 2025, 2024, and 2023, respectively. Net interest margin increased 67 basis points basis points to 3.51% during the year ended December 31, 2025, from 2.85% during the year ended December 31, 2024. The increase in net interest margin for the year ended December 31, 2025 from the year ended December 31, 2024 was primarily due to an increase in the average balance and yield on interest-earning assets. Also contributing to the increase was a decrease in the cost of our interest-bearing liabilities. 75 The following tables set forth average balance sheet items, average yields and costs, and certain other information for the periods indicated. All average balances in the table reflect daily average balances. Non-accrual loans were included in the computation of average balances but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees and costs, and discounts and premiums that are amortized or accreted to interest income or expense. Average asset and liability balances included in discontinued operations are included in non-interest-earnings assets and liabilities, respectively. Average Balances, Interest Earned/Paid, & Average Yields/Costs As of and for the Year Ended December 31, 2025 2024 2023 Average Outstanding Balance Interest Average Yield /Cost Average Outstanding Balance Interest Average Yield /Cost Average Outstanding Balance Interest Average Yield /Cost (Dollars in thousands) Interest-earning assets: Loans (1) : Commercial $ 13,140,791 $ 727,071 5.53 % $ 11,087,978 $ 591,885 5.34 % $ 9,913,968 $ 491,427 4.96 % Residential 4,118,369 185,818 4.51 % 3,214,769 131,648 4.10 % 2,538,588 90,139 3.55 % Consumer 1,715,678 114,715 6.69 % 1,509,516 101,552 6.73 % 1,381,745 86,167 6.24 % Total loans 18,974,838 1,027,604 5.42 % 15,812,263 825,085 5.22 % 13,834,301 667,733 4.83 % Non-taxable investment securities 252,675 10,302 4.08 % 197,391 7,342 3.72 % 197,682 7,279 3.68 % Taxable investment securities 4,554,448 131,272 2.88 % 5,176,736 90,582 1.75 % 6,050,024 101,233 1.67 % Other short-term investments 379,641 15,568 4.10 % 810,670 42,377 5.23 % 720,864 37,395 5.19 % Total interest-earning assets 24,161,602 1,184,746 4.90 % 21,997,060 965,386 4.39 % 20,802,871 813,640 3.91 % Non-interest-earning assets 1,996,930 1,296,780 921,622 Total assets $ 26,158,532 $ 23,293,840 $ 21,724,493 Interest-bearing liabilities: Deposits: Savings accounts $ 1,683,451 $ 5,054 0.30 % $ 1,487,842 $ 3,172 0.21 % $ 1,535,578 $ 223 0.01 % Interest checking accounts 4,482,914 42,133 0.94 % 4,167,043 43,187 1.04 % 4,070,585 24,235 0.60 % Money market investments 6,309,936 148,287 2.35 % 5,283,231 140,695 2.66 % 4,918,343 104,002 2.11 % Time accounts 3,487,640 136,930 3.93 % 3,146,139 150,349 4.78 % 2,303,520 97,621 4.24 % Total interest-bearing deposits 15,963,941 332,404 2.08 % 14,084,255 337,403 2.40 % 12,828,026 226,081 1.76 % Borrowings 90,506 3,245 3.59 % 47,307 1,766 3.73 % 399,019 19,969 5.00 % Total interest-bearing liabilities 16,054,447 335,649 2.09 % 14,131,562 339,169 2.40 % 13,227,045 246,050 1.86 % Demand accounts 5,803,876 5,348,124 5,404,208 Other noninterest-bearing liabilities 525,064 545,291 522,239 Total liabilities 22,383,387 20,024,977 19,153,492 Shareholders’ equity 3,775,145 3,268,863 2,571,001 Total liabilities and shareholders’ equity $ 26,158,532 $ 23,293,840 $ 21,724,493 Net interest income - FTE $ 849,097 $ 626,217 $ 567,590 Net interest rate spread (2) 2.81 % 1.99 % 2.05 % Net interest-earning assets (3) $ 8,107,155 $ 7,865,498 $ 7,575,826 Net interest margin - FTE (4) 3.51 % 2.85 % 2.73 % Average interest-earning assets to interest-bearing liabilities 150.50 % 155.66 % 157.28 % Return on average assets (5) 0.34 % 0.51 % 1.07 % Return on average equity (6) 2.34 % 3.66 % 9.03 % Noninterest expenses to average assets (7) 2.28 % 2.18 % 2.35 % (1) Non-accrual loans are included in loans. (2) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. 76 (3) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities. (4) Net interest margin - FTE represents fully-taxable equivalent net interest income divided by average total interest-earning assets. Refer to the earlier “ Non-GAAP Financial Measures” section within this Item 7 for additional information. (5) Represents net income, including net income from discontinued operations in the case of the year ended December 31, 2023, divided by average total assets. (6) Represents net income, including net income from discontinued operations in the case of the year ended December 31, 2023, divided by average equity. (7) Includes noninterest expenses included in results of discontinued operations in the case of the year ended December 31, 2023. Refer to Note 24, “Discontinued Operations ” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. The following table presents, on a tax equivalent basis, the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. Rate and Volume Analysis For the Year Ended December 31, 2025 vs. 2024 For the Year Ended December 31, 2024 vs. 2023 Increase (Decrease) Due to Total Increase (Decrease) Increase (Decrease) Due to Total Increase (Decrease) Rate Volume Rate Volume (In thousands) Interest-earning assets: Loans Commercial $ 22,264 $ 112,922 $ 135,186 $ 39,550 $ 60,908 $ 100,458 Residential 14,402 39,768 54,170 15,163 26,346 41,509 Consumer (625) 13,788 13,163 7,078 8,307 15,385 Total loans 36,041 166,478 202,519 61,791 95,561 157,352 Non-taxable investment securities 757 2,203 2,960 74 (11) 63 Taxable investment securities 52,683 (11,993) 40,690 4,469 (15,120) (10,651) Other short-term investments (7,733) (19,076) (26,809) 290 4,692 4,982 Total interest-earning assets $ 81,748 $ 137,612 $ 219,360 $ 66,624 $ 85,122 $ 151,746 Interest-bearing liabilities: Deposits: Savings accounts $ 1,424 $ 458 $ 1,882 $ 2,956 $ (7) $ 2,949 Interest checking accounts (4,191) 3,137 (1,054) 18,365 587 18,952 Money market investments (17,747) 25,339 7,592 28,532 8,161 36,693 Time accounts (28,637) 15,218 (13,419) 13,640 39,088 52,728 Total interest-bearing deposits (49,151) 44,152 (4,999) 63,493 47,829 111,322 Borrowings (73) 1,552 1,479 (4,071) (14,132) (18,203) Total interest-bearing liabilities (49,224) 45,704 (3,520) 59,422 33,697 93,119 Change in net interest income $ 130,972 $ 91,908 $ 222,880 $ 7,202 $ 51,425 $ 58,627 77 The following chart shows the composition of our yearly average interest-earning assets for the past five years: Provision for Loan Losses The provision for loan losses represents the charge to expense that is required to maintain an appropriate level of allowance for loan losses. We recorded a provision for allowance for loan losses of $26.2 million for the year ended December 31, 2025, compared to a provision of $67.4 million for the year ended December 31, 2024. For information regarding the change in the allowance for loan loss, including factors leading to the provision for allowance for loan loss recorded during the year ended December 31, 2025, see Note 6, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Management’s estimate of our allowance for loan losses as of December 31, 2025 and the provision for loan losses for the year ended December 31, 2025, was supported, in part, by Oxford Economics’ December 2025 Baseline forecast (“the forecast”) which was used to develop management’s estimate of the effect of expected future economic conditions on the allowance for loan losses. The forecast assumed U.S. economic growth in 2026 will be larger than 2025 growth as U.S. gross domestic product (“GDP”) will grow by 2.5%. This forecast reflects the impact of steady consumer spending along with a decrease in effective tariff rates, but a slight increase in the unemployment rate and and increase in the duration of a higher unemployment rate. Primary macroeconomic assumptions included in management’s evaluation of the adequacy of the allowance for loan losses included a rise in the unemployment rate. Further, the forecast assumed that the FOMC will decrease federal funds rates multiple times in 2026. Refer to the section titled “Outlook and Trends” within this Item 7 for additional discussion. For additional discussion of our allowance for credit losses measurement methodology, see Note 6, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. To illustrate the sensitivity of the modeled result to the impact of a hypothetical change in the economic forecast, management calculated the allowance for loan losses assuming the downside economic forecast scenario and, separately, the upside economic forecast scenario. The downside scenario assumed the U.S. economy will experience a slight growth in GDP in 2025 of 0.2%. Use of the downside scenario would have resulted in an incremental increase in the allowance for loan losses of approximately $19.9 million as of December 31, 2025. The upside scenario assumed GDP growth of 3.4% in 2025 along with sustained recovery. Use of the upside scenario would have resulted in an incremental decrease in the allowance for loan losses of approximately $8.8 million as of December 31, 2025. Our periodic evaluation of the appropriate allowance for loan losses considers the risk characteristics of the loan portfolio, current economic conditions, and trends in loan delinquencies and charge-offs. 78 Noninterest Income The following table sets forth information regarding noninterest income for the periods shown: Noninterest (Loss) Income For the Year Ended December 31, Change 2025 2024 Amount % (Dollars in thousands) Investment advisory fees $ 69,921 $ 46,126 $ 23,795 51.6 % Service charges on deposit accounts 35,035 32,004 3,031 9.5 % Card income 18,260 16,612 1,648 9.9 % Interest rate swap income 3,755 2,819 936 33.2 % Income from investments held in rabbi trusts 9,963 9,675 288 3.0 % Mortgage banking income (loss) 2,877 (887) 3,764 (424.4) % Losses on sales of securities available for sale, net (269,638) (16,798) (252,840) 1,505.2 % Miscellaneous income and fees 23,038 27,695 (4,657) (16.8) % Non-operating income 853 6,671 (5,818) (87.2) % Total noninterest (loss) income $ (105,936) $ 123,917 $ (229,853) (185.5) % Noninterest income decreased by $229.9 million, or 185.5%, to a loss of $105.9 million for the year ended December 31, 2025, from $123.9 million for the year ended December 31, 2024. This decrease was primarily due to a $252.8 million increase in losses on sales of securities available for sale, a $5.8 million decrease in other non-operating income and a $4.7 million decrease in miscellaneous income and fees. These items were partially offset by a $23.8 million increase in investment advisory fees. • Losses on sales of securities available for sale were $269.6 million for the year ended December 31, 2025 compared to $16.8 million for the year ended December 31, 2024. This increase in losses was due to sales of securities with an aggregate book value of $1.9 billion during the year ended December 31, 2025 compared to $1.1 billion of sales during the year ended December 31, 2024. Included in these total book value amounts are securities we acquired in our mergers with HarborOne and Cambridge that were sold immediately following the closing of mergers at no gain or loss. • Other non-operating income decreased primarily as a result of a gain on the sale of an other equity investment recognized during the year ended December 31, 2024 which exceeded the gain on sale of another other equity investment recognized during the year ended December 31, 2025. • Miscellaneous income and fees decreased primarily as a result of non-recurring fee income received during the year ended December 31, 2024 as a result of the early withdrawal of an omnibus deposit contract which did not recur during year ended December 31, 2025. • Investment advisory fees increased due to an increase in our assets under management, which increased due to our merger with Cambridge through which we acquired $5.0 billion in assets held in a fiduciary, custodial or agency capacity for customers. Our merger with Cambridge was completed in July 2024, and therefore contributed to increased trust and investment advisory fee income for a partial year in 2024 compared to a full year in 2025. 79 Noninterest Expense The following table sets forth information regarding noninterest expense for the periods shown: Noninterest Expense For the Year Ended December 31, Change 2025 2024 Amount % (Dollars in thousands) Salaries and employee benefits $ 336,040 $ 287,626 $ 48,414 16.8 % Office occupancy and equipment 45,553 41,932 3,621 8.6 % Data processing 78,619 70,464 8,155 11.6 % Professional services 14,641 12,753 1,888 14.8 % Marketing 9,626 7,754 1,872 24.1 % FDIC insurance 14,642 13,866 776 5.6 % Amortization of other intangible assets 34,179 14,569 19,610 134.6 % Other operating expenses 24,486 22,740 1,746 7.7 % Non-operating expense 39,157 36,664 2,493 6.8 % Total noninterest expense $ 596,943 $ 508,368 $ 88,575 17.4 % Noninterest expense increased by $88.6 million, or 17.4%, to $596.9 million during the year ended December 31, 2025 from $508.4 million during the year ended December 31, 2024. This increase was primarily due to a $48.4 million increase in salaries and employee benefits expense, a $19.6 million increase in amortization of intangible assets, and a $8.2 million increase in data processing expense. • Salaries and employee benefits expenses increased primarily due to an increase in salaries and wages expense, an increase in incentives, and an increase in health insurance expense. ◦ Salaries and wages expense increased $34.6 million primarily due to an increase in the number of employees as a result of our mergers with HarborOne and Cambridge, in addition to regular employee wage increases. ◦ Incentives increased $8.7 million primarily due to an increase in the number employees participating in our incentive compensation plans which was primarily the result of our mergers with HarborOne and Cambridge. ◦ Health insurance expense increased $5.8 million primarily due to an increase in the number of employees, which was primarily driven by our mergers with HarborOne and Cambridge. • Amortization of intangible assets increased primarily due to an increase in intangible assets in connection with our mergers with HarborOne and Cambridge, resulting in a corresponding increase in amortization expense. • Data processing expense increased primarily due to increases in volume expenses, such as debit card processing expense and core data processing expense, in connection with our mergers with HarborOne and Cambridge. Also contributing to this increase was an increase in investment in key technology platforms. Income Taxes We recognize the tax effect of all income and expense transactions in each year’s consolidated statements of income, regardless of the year in which the transactions are reported for income tax purposes. The following table sets forth information regarding our tax provision included in continuing operations and applicable tax rates for the periods indicated: 80 Tax Provision and Applicable Tax Rates For the Year Ended December 31, 2025 2024 (Dollars in thousands) Combined federal and state income tax provisions $ 11,287 $ 36,205 Effective income tax rates 11.3 % 23.2 % Blended statutory tax rate 27.6 % 27.7 % Income tax expense decreased by $24.9 million to $11.3 million for the year ended December 31, 2025 from $36.2 million for the year ended December 31, 2024. The decrease was primarily due to lower pre-tax income for the year ended December 31, 2025 from the year ended December 31, 2024 and due to losses generated during the year ended December 31, 2024 for which a state tax benefit could not be realized. For additional information related to our income taxes see Note 14, “Income Taxes” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results could differ from these estimates. While our significant accounting policies are discussed in detail in Note 2, “Summary of Significant Accounting Policies” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements. Allowance for Loan Losses . The allowance for credit losses, or ACL, is established to provide for our current estimate of expected lifetime credit losses on loans measured at amortized cost and unfunded lending commitments at the balance sheet date and is established through a provision for credit losses charged to net income. Management uses a methodology to systematically estimate the amount of expected lifetime losses in the portfolio. Expected lifetime losses are estimated on a collective basis for loans sharing similar risk characteristics and are determined using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. For commercial and industrial, commercial real estate, commercial construction and business banking portfolios, the quantitative model uses a loan rating system which is comprised of management’s determination of a financial asset’s probability of default (“PD”), loss given default (“LGD”) and exposure at default (“EAD”), which are derived from historical loss experience and other factors. For residential real estate, consumer home equity and other consumer portfolios, our quantitative model uses historical loss experience. The quantitative model estimates expected credit losses using loan level data over the estimated life of the exposure, considering the effect of prepayments. Economic forecasts, one of the most significant judgments influencing the ACL, are incorporated into the estimate over a reasonable and supportable forecast period of eight quarters, beyond which is a reversion to our historical loss average which occurs over a period of four quarters. For further discussion of management’s economic forecast assumptions and our sensitivity analysis of the allowance for loan losses as of December 31, 2025, refer to the earlier “Provision for Loan Losses” discussion within the “Results of Operations” within this Item 7. For additional information on our allowance for loan losses, refer to Note 6, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Goodwill. Acquisitions of businesses are accounted for using the acquisition method of accounting whereby goodwill represents the excess of purchase price over the fair value of net assets acquired. We evaluate goodwill for impairment at least annually, which we performed as of November 30, 2025, using a quantitative impairment approach. An assessment is also performed to the extent relevant events and/or circumstances occur which may indicate it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. The quantitative impairment test compares the book value to the fair value of each reporting unit. If the book value exceeds the fair 81 value, an impairment is charged to net income. As of December 31, 2025, management identified one reporting unit for purposes of testing goodwill for impairment: the banking business. We performed our annual assessment of impairment for the banking business as of November 30, 2025. The assessment included a comparison of the banking reporting unit’s carrying value of equity to estimated fair value of equity using the market capitalization method of the market approach. We evaluated conditions as of the assessment date and how a market participant would evaluate a control premium for the banking reporting unit. The implied control premium was estimated using the discounted cash flow method of the income approach by evaluating the present value of market participant cost savings and synergies. Based upon the assessment, we determined there was no impairment of our goodwill as of November 30, 2025. Significant management judgment is necessary in the determination of the fair value of a reporting unit as the estimated fair value of equity and of the implied control premium requires estimation of future cash flows and the evaluation of the present value of market participant cost savings and synergies. The determination of fair value is a highly subjective process, and actual future cash flows may differ from forecasted results. Our discount rate was based upon the estimated cost of equity under the Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, size premium, company specific premium and beta specific to a particular reporting unit. For additional information on our goodwill and other intangibles, refer to Note 9, “Goodwill and Other Intangible Assets” within the Notes to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K. Business Combinations . As indicated above, acquisitions of businesses are accounted for using the acquisition method of accounting. In accordance with applicable accounting guidance, we recognize assets acquired and liabilities assumed at their respective fair values as of the date of acquisition, with the related transaction costs expensed in the period incurred. We use third party valuation specialists to assist in the determination of fair value of certain assets and liabilities at the merger date, including loans, core deposit intangibles, and time deposits. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed on the acquisition date, the estimates are inherently uncertain. For further discussion of our methodology for estimating the fair value of acquired assets and assumed liabilities in connection with our merger with HarborOne, see Note 3, “Mergers and Acquisitions” within the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. The allowance for credit losses on acquired loans is recognized within business combination accounting. For further discussion of our accounting policies for estimating credit losses on acquired loans, see Note 2, “Summary of Significant Accounting Policies” within the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Income Taxes . We account for income taxes by establishing deferred tax assets and liabilities for the temporary differences between the accounting basis and the tax basis of our assets and liabilities at enacted tax rates. We make significant judgments regarding the amount and timing of recognition of deferred tax assets and liabilities. This requires subjective projections of future taxable income resulting from interest on loans and securities, as well as noninterest income. A valuation allowance is established if it is considered more-likely-than-not that all or a portion of the deferred tax assets will not be realized. Interest and penalties paid on the underpayment of income taxes are classified as income tax expense. We periodically evaluate the potential uncertainty of our tax positions as to whether it is more-likely-than-not its position would be upheld upon examination by the appropriate taxing authority. The tax position is measured at the largest amount of benefit that we believe is greater than 50% likely of being realized upon settlement. For additional information on our income taxes, refer to Note 14, “Income Taxes” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Pension and other Post Retirement Benefit Plans . For information regarding our pension and other postretirement benefit plans including our pension contributions, investment strategies, assumptions, the change in benefit obligation and related plan assets, pension funding requirements and future net benefit payments, refer to Note 2, “Summary of Significant Accounting Policies” and Note 16, “Employee Benefits” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Our defined benefit pension plans are accounted for on an actuarial basis, which requires the selection of various assumptions, including an expected long-term rate of return on plan assets for our Qualified Defined Benefit Pension Plan (“Defined Benefit Plan”), a discount rate, lump sum conversion rates, compensation and benefit limitation increase assumptions, mortality rates of participants and expectation of mortality improvement. The expected long-term rate of return on plan assets that is utilized in determining Defined Benefit Plan pension expense is derived from periodic studies, which include a review of asset allocation strategies, investment policy, amount and types of expenses that will be paid from the Defined 82 Benefit Plan, and the expected long-term return for the Defined Benefit Plan using recent forward looking capital market assumptions published by leading financial organizations. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. In November 2025, an investment policy study was completed for the Defined Benefit Plan. As a result of the study, it was determined that the weighted-average long-term rate of return on assets of 7.00% was reasonable as of December 31, 2025. Another key assumption in determining net pension expense is the assumed discount rate used to discount plan obligations. We estimate the assumed discount rate for all pension plans using a cash flow matching approach, which uses projected cash flows matched to spot rates along the Financial Times Stock Exchange (“FTSE”) above-median yield curve to determine the weighted-average discount rate for the calculation of the present value of cash flows. We apply the individual annual yield curve rates instead of the assumed discount rate to determine the service cost and interest cost, which more specifically links the cash flows related to service cost and interest cost to bonds maturing in their year of payment. For our Defined Benefit Plan and the Non-Qualified Benefit Equalization Plan, the interest rates used to convert annuities to the actuarial equivalent lump sum amounts were selected based on the applicable segment rates under Internal Revenue Code Section 417(e) (November 2025, released in December 2025) and rounded to the nearest 25 basis points. The Society of Actuaries (“SOA”) most recently issued mortality improvement tables during the year ended December 31, 2021. We reviewed our recent mortality experience and we determined our current mortality assumptions were appropriate to measure our pension plan obligations as of December 31, 2025. Significant differences in actual experience or significant changes in assumptions may materially affect the pension obligations. The effects of actual results differing from assumptions and the changing of assumptions are included in unamortized net actuarial gains and losses that are subject to amortization to pension expense over future periods. The unamortized pre-tax actuarial loss on all of our pension plans was $11.7 million and $34.1 million at December 31, 2025 and December 31, 2024, respectively. The year-over-year change was primarily due to an increase in plan assets, partially offset by a decrease in discount rates. The overfunded status of all of our pension plans improved during the year ended December 31, 2025 to $130.4 million from $110.9 million primarily due to: (i) actual pension plan investment returns greater than expected of $31.7 million; partially offset by (ii) changes in other actuarial assumptions and demographic data updates; and (iii) the unfavorable effect of a decrease in discount rates of $8.0 million. The following table illustrates the sensitivity to a change in certain assumptions for the pension plans, holding all other assumptions constant: Effect on 2025 Pension Expense Effect on December 31, 2025 Pension Benefit Obligation (in thousands) 25 basis point decrease in discount rate $ 845 $ 9,692 25 basis point increase in discount rate (809) (9,304) 25 basis point decrease in expected rate of return on plan assets 1,311 N/A 25 basis point increase in expected rate of return on plan assets (1,311) N/A 25 basis point decrease in lump sum conversion rates 454 2,625 25 basis point increase in lump sum conversion rates (436) (2,522) 83 Recent Accounting Pronouncements Relevant standards that we adopted during the year ended December 31, 2025: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments in this update are intended to improve income tax disclosure requirements, primarily through enhanced disclosures related to the existing requirements to disclose a rate reconciliation, income taxes paid and certain other required disclosures. Specifically, the amendments in this update: 1. Require that a public entity disclose, on an annual basis: (1) specific categories in the rate reconciliation and (2) additional information for reconciling items that meet a quantitative threshold. The update requires disclosure of such reconciling items according to requirements indicated in the update. 2. Require that all entities disclose certain disaggregated information regarding income taxes paid. 3. Require that all entities disclose certain disaggregated information regarding income tax expense. 4. Eliminate the requirement to: (1) disclose the nature and estimate of the range of reasonably possible changes in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range cannot be made. 5. Remove the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Adoption should be done on a prospective basis and retrospective application is permitted. The adoption of this standard did not have a material impact on our Consolidated Financial Statements. In August 2025, the FASB issued ASU 2025-05, Financial Instrument- Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide for the following when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers : 1. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. 2. An entity other than a public business entity that elects the practical expedient is permitted to make an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses. The adoption of this standard did not have a material impact on our Consolidated Financial Statements. In November 2025, the FASB issued ASU 2025-08, Financial Instrument- Credit Losses (Topic 326): Purchased Loans. The amendments in this update expand the population of acquired financial assets subject to the gross-up approach in Topic 326, Financial Instrument- Credit Losses . In accordance with the amendments in this update, loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned” (defined below) are purchased seasoned loans and accounted for using the gross-up approach at acquisition. Specifically, after an entity determines that a loan is a non-PCD asset based on its assessment of credit deterioration experienced since origination, the entity should apply the guidance described in the amendments to determine whether the loan is seasoned and, therefore, should be accounted for using the gross-up approach. All non-PCD loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other non-PCD loans (excluding credit cards) are seasoned if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans. We elected to early-adopt this ASU and applied the amendments to loans acquired in our merger with HarborOne. Refer to Note 3, “Mergers and Acquisitions” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for further information including the initial allowance for loan losses recognized on purchased seasoned loans acquired in the merger. Relevant standards that were recently issued but which we had not yet adopted as of December 31, 2025: 84 In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements–Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”) . The amendments in this update modify the disclosure or presentation requirements for a variety of topics in the codification. Certain amendments represent clarifications to or technical corrections of the current requirements. The following is a summary of the topics included in the update and which pertain to the Company: 1. Statement of cash flows (Topic 230): Requires an accounting policy disclosure in annual periods of where cash flows associated with derivative instruments and their related gains and loses are presented in the statement of cash flows; 2. Accounting changes and error corrections (Topic 250): Requires that when there has been a change in the reporting entity, the entity disclose any material prior-period adjustment and the effect of the adjustment on retained earnings in interim financial statements; 3. Earnings per share (Topic 260): Requires disclosure of the methods used in the diluted earnings-per-share computation for each dilutive security and clarifies that certain disclosures should be made during interim periods, and amends illustrative guidance to illustrate disclosure of the methods used in the diluted earnings per share computation; 4. Commitments (Topic 440): Requires disclosure of assets mortgaged, pledged, or otherwise subject to lien and the obligations collateralized; and 5. Debt (Topic 470): Requires disclosure of amounts and terms of unused lines of credit and unfunded commitments and the weighted-average interest rate on outstanding short-term borrowings. For public business entities, the amendments in ASU 2023-06 are effective on the date which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation and S-X or Regulation S-K, the pending content of the related amendment will be removed from the codification and will not become effective for any entity. Early adoption is not permitted and the amendments are required to be applied on a prospective basis. We expect the adoption of this standard will not have a material impact on our Consolidated Financial Statements. In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to the financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). 2. Include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. For public business entities, the amendments in ASU 2024-03 are effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update are to be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements. 85 In April 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer of a Variable Interest Entity . The amendments in this update are intended to improve the requirements for identifying the accounting acquirer in Topic 805, Business Combinations. The amendments in this update differ from current generally accepted accounting principles because, for certain transactions, they replace the requirement that the primary beneficiary always is the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. The amendments in this update enhance the comparability of financial statements across entities engaging in acquisition transactions effected primarily by exchanging equity interests when the legal acquiree meets the definition of a business. Specifically, under the amendments, acquisition transactions in which the legal acquiree is a variable interest entity will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The amendments in this update do not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. For public business entities, the amendments in ASU 2025-03 are effective for annual periods beginning after December 15, 2026 and interim periods within those annual periods. Adoption should be done on a prospective basis. Early adoption is permitted as of the beginning of an interim or annual reporting period. We do not expect the adoption of this standard will have a material impact on our Consolidated Financial Statements. In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements . The amendments in this update help clarify and refine hedge accounting requirements, including clarifications to documentation and designation in regards to hedge relationships. The update introduces improvements to hedge accounting to better align financial reporting with the economic results of an entity's risk management activities. Early adoption is permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this update clarify interim disclosure requirements and the applicability of Topic 270. The amendments in this update result in a comprehensive list of interim disclosures that are required by GAAP. In developing the list of disclosures required by other Topics, the Board focused on identifying the interim disclosures that are currently required under GAAP. The objective of the amendments is to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The amendments in this update also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The intent of the disclosure principle, which is modeled after a previous SEC disclosure requirement, is to help entities determine whether disclosures not specified in Topic 270 should be provided in interim reporting periods. The amendments in this update also clarify the applicability of Topic 270, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. For public business entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. Early adoption is permitted. We do not expect the adoption of this standard will have a material impact on our Consolidated Financial Statements. Management of Market Risk General. Market risk is the sensitivity of the net present value of assets and liabilities and/or income to changes in interest rates, foreign exchange rates, commodity prices and other market-driven rates or prices. Interest rate sensitivity is the most significant market risk to which we are exposed. Interest rate risk is the sensitivity of the net present value of assets and liabilities and income to changes in interest rates. Changes in interest rates, as well as fluctuations in the level and duration of assets and liabilities, affect net interest income, our primary source of income. Interest rate risk arises directly from our core banking activities. In addition to directly impacting net interest income, changes in the level of interest rates can also affect the amount of loans originated, the timing of cash flows on loans and securities, and the fair value of assets and liabilities, as well as other aspects of our business. Governance. The primary goal of interest rate risk management is to attempt to control this risk within policy limits approved by the Risk Management Committee of our Board of Directors (“RMC”), and within the Risk Appetite Statement formally adopted by the Board of Directors and described further below. These limits reflect our tolerance for interest rate risk over both short-term and long-term horizons, are designed to encompass market rate shocks that would take place with both gradual and immediate effect and cover a range of scenarios from mild to extreme market shocks. More specifically, and as further described below, our policy limits govern: • The maximum amount of acceptable earnings loss due to market risk in year one of a two-year earnings simulation, determined by net interest income analysis; • The maximum amount of acceptable earnings loss due to market risk in year two of a two-year earnings simulation, determined by net interest income analysis; 86 • The maximum amount of acceptable decline in the present value of equity due to market risk, determined by economic value of equity analysis; • The maximum acceptable size of the investment portfolio relative to total assets; • Concentration limits on investment asset types to ensure appropriate portfolio diversification; • Maximum maturity and weighted average life per security at time of purchase in both a base case and a shocked rate scenario to measure extension risk; • The maximum acceptable duration of the investment and hedging derivatives portfolio; and • Guidelines on accounting classification of securities including held for trading, available for sale and held to maturity. Policy limits are tested quarterly, and the results are reported to the Asset Liability Committee (“ALCO”), which is a subcommittee of management’s Enterprise Risk Management Committee (“ERMC”), and to RMC. RMC advises the Board of Directors with respect to the adequacy of capital allocated based on the level of risk as well as risk issues that could impact liquidity and/or capital adequacy. From time to time, we expect we will exceed policy limits, in which case we may seek corrective action after considering, among other things, market conditions, customer reaction, and the estimated impact on profitability. A remediation plan will be presented to ALCO, ERMC and RMC that carefully outlines the proposed corrective action. We attempt to manage interest rate risk by identifying, quantifying, and where appropriate, hedging our exposure to market risk. If assets and liabilities do not re-price simultaneously and in equal volume, the potential for interest rate exposure exists. Our objective is to maintain stability in the growth of net interest income through the maintenance of an appropriate mix of interest-earning assets and interest-bearing liabilities and, when necessary and within limits that management determines to be prudent, through the use of off-balance sheet hedging instruments including, but not limited to, interest rate swaps, floors and caps. Our asset-liability management strategy is devised and monitored by our ALCO in accordance with policies approved by RMC. ALCO operates under a charter developed and approved by ERMC. ALCO meets monthly, or more frequently as needed, to review, among other things, our sensitivity to interest rate changes, loan pricing and activity, investment activity and strategy, hedging strategies, deposit pricing and funding strategies with respect to overall balance sheet composition, as well as earnings simulations over multiple years. ALCO may meet more frequently if there are changes in the economic environment, such as rapid increases or decreases in interest rates due to or as a result of exogenous or unknown factors so that ALCO can make any necessary strategic adjustments to better manage interest rate risk. ALCO’s membership is comprised of executive management of the Company, and representatives from various lines of business are in regular attendance, including representation from Enterprise Risk Management (“ERM”). ALCO reports regularly to RMC on these risks and objectives with independent oversight and reporting from our Financial and Model Risk Management group within ERM. As a company offering banking and other financial services, certain elements of risk are inherent in our transactions and operations and are present in the business decisions we make. We, therefore, encounter risk as part of the normal course of our business, and we design risk management processes to help manage these risks. In its oversight of our risk management framework, the Board of Directors has adopted a formal Risk Appetite Statement (“RAS”) which defines the aggregate level of risk and the types of risk the Company is willing to assume to achieve its corporate strategy and objectives. The Board of Directors regularly assesses whether the approved policy limits, as described further above, conform to stated risk appetite. The Board of Directors monitors, on at least a quarterly basis, a set of key risk metrics, including those, but not limited to those, pertaining to market risk. Monitoring these metrics can help to identify trends in risk profile or emerging risks over time, and where applicable, determine where adjustments may be required to business strategy or tactics. Within our risk management framework, the functional responsibilities of risk management are divided into a tiered model, involving three lines of defense: 1. The Finance Department to which primary market risk ownership belongs including monitoring and tracking of risk, model development and maintenance, and execution of strategy and tactics to mitigate market risk; 2. The ERM Department which conducts independent risk and controls assessments to ensure appropriate risk identification, management, and reporting. The Model Risk Management group (“MRM”) within ERM is responsible for independent oversight of models used to measure market risk, including model and assumption implementation, development, and conceptual soundness; and 3. The Internal Audit Department which independently assesses the operating effectiveness of the first- and second-line processes and controls. 87 Comments on Recent Developments. During the past several years, the U.S. economy has experienced both sharp increases and decreases in interest rates. Refer to the earlier section titled “Outlook and Trends” within this Item 7, for a description of recent actions by the Federal Open Market Committee (“FOMC”) regarding changes to the range of the federal funds rate. Our market risk management framework is designed for the potential for such rapid changes in interest rates, by establishing policy limits on such rapid shocks and periodically back-testing modeled to actual results. Back-testing of top-line results as well as key assumptions is performed against established thresholds as part of our ongoing monitoring governance of our models, and results are reported to ALCO and MRM. Should back-testing results exceed established performance thresholds, the model and underlying assumptions will be reviewed for recalibration. Net Interest Income Analysis. We analyze our sensitivity to changes in interest rates through a net interest income (“NII”) model. We model our NII over a 12-month and 24-month period assuming no changes in interest rates and a static balance sheet, where cash flows from financial assets and liabilities are replaced with new business of similar terms at current rates. The impact of our interest rate derivatives designated as hedging instruments are included in the model results. We then model NII for the same period under the assumption that market rates increase and decrease instantaneously by certain basis point increments, which vary by period depending upon market conditions, with changes in interest rates representing immediate, permanent, and parallel shifts in the yield curve. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Changes in Interest Rates” column in the table below. Many assumptions are made in the modeling process for both NII and economic value of equity (“EVE”, discussed further below), including but not limited to the repricing and maturity characteristics of existing and new business, loan and security prepayments, administered deposit rate betas, duration of deposits without stated maturity dates, and other option risks. Management believes these assumptions to be reasonable for the various interest rate environments modeled. However, differences in actual results from these assumptions could change our exposure to interest rate risk. The models assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assume that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Additionally, the model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates. We do not model negative interest rate scenarios. Because of the limitations inherent in any modeling approach used to measure market risk, including NII and EVE sensitivity analysis, and because, in the event of changes in interest rates, management would take active steps to manage interest rate risk exposure among its financial assets and liabilities, modeling results, including those discussed in “Interest Rate Sensitivity” and “EVE Interest Rate Sensitivity” below, should not be relied upon as a forecast of actual NII or EVE, nor should they be interpreted as management’s expectations of actual results in the event of such interest rate fluctuations. The tables provide an indication of our interest rate risk exposure at a particular point in time, and actual results may differ. 88 The tables below set forth, as of December 31, 2025 and 2024, the modeled changes in our net interest income on an FTE basis that would result from the designated immediate changes in market interest rates: Interest Rate Sensitivity As of December 31, 2025 Change in Interest Rates (basis points) (1) Year 1 Change from Level Policy Limit 400 (1.7) % (20) % 200 (0.6) % (12) % 100 (0.2) % (10) % Flat — % — % (100) (0.1) % (10) % (200) 0.0 % (12) % (400) 1.4 % (20) % As of December 31, 2024 Change in Interest Rates (basis points) (1) Year 1 Change from Level Policy Limit 400 (2.1) % (20) % 200 (0.9) % (12) % 100 (0.4) % (10) % Flat — % — % (100) 0.2 % (10) % (200) 0.3 % (12) % (400) 2.4 % (20) % (1) Assumes an immediate uniform change in interest rates at all maturities. As of December 31, 2025, our model, as indicated above, shows modest changes in net interest income in rising and falling rate scenarios. In the rising rate scenarios, modeled funding costs are expected to outpace the growth in earning asset income. In the falling rate scenarios, net interest income is essentially unchanged, except for the shock down 400 basis point scenario, where funding costs are modeled to fall faster than interest earning asset yields. This represents a modest increase in asset sensitivity from December 31, 2024, driven by a modest decrease in asset duration, due in part to the reduced impact of the cash flow hedge portfolio. The simulation results are within policy limits and management therefore does not expect a material change to our current strategy over the near term. The rate scenarios that we model at each period end are dependent upon market conditions, which is why the rate scenarios that we model may differ from period-to-period. Management may use techniques such as investment strategy, loan and deposit pricing, non-core funding strategies, and interest rate derivative financial instruments, within internal policy guidelines, to manage interest rate risk as part of our asset/liability strategy. Hedging strategies such as, for example, receive-fixed and pay-fixed swaps, interest rate caps, floors, or collars, may be used to protect against benchmark interest rates either rising or falling. The type of derivatives we primarily use to hedge market risk are interest rate swap agreements designated as cash flow hedging instruments. When the Federal Reserve began raising interest rates in March of 2022 from very low levels, management began evaluating a derivative strategy designed to limit our exposure to downward rate scenarios. In 2022, management executed receive-fixed interest rate swap agreements on floating-rate loans which have a total notional value of $1.9 billion as of December 31, 2025. These swaps are designated as cash flow hedges and management believes these derivatives provide significant protection against falling interest rates, as they have the effect of converting floating rate loan exposure to fixed rates. These receive-fixed swaps constitute the entirety of our current hedge portfolio. Management may, from time to time, due to actual or projected changes in market rates or our risk exposure, evaluate other hedging strategies, although we believe our current Net Interest Income and Economic Value of Equity simulation analyses support maintaining the current derivatives strategy. For additional information related to our interest rate derivative financial instruments, see Note 19, “Derivative Financial Instruments” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. 89 Economic Value of Equity Analysis. We also analyze the sensitivity of our financial condition to changes in interest rates through our EVE model. This analysis calculates the difference between the present value of expected cash flows from assets and liabilities assuming various changes in current interest rates. The tables below represent an analysis of our interest rate risk as measured by the estimated changes in our EVE, resulting from an instantaneous and sustained parallel shift in the yield curve (+100, +200, +400 basis points and -100, -200, and -400 basis points) at both December 31, 2025 and 2024. The model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates. Our earnings are not directly or materially impacted by movements in foreign currency rates or commodity prices. Movements in equity prices may have a modest impact on earnings by affecting the volume of activity or the amount of fees from investment-related business lines and by affecting the amount of unrealized gains and losses from securities held in rabbi trusts, the latter of which are partially offset by a corresponding but opposite impact to the amount of employee benefit expense associated with the change in value of plan assets. EVE Interest Rate Sensitivity (2) Change in Interest Rates (basis points) (1) As of December 31, 2025 EVE as a Percentage of Total Assets (3) Estimated Increase (Decrease) in EVE from Level Percent Policy Limit 400 (3.0) % (30) % 22.17 % 200 (0.6) % (20) % 21.81 % 100 (0.3) % N/A 21.43 % Flat — — 21.02 % (100) (0.9) % N/A 20.38 % (200) (3.4) % (20) % 19.46 % (400) (15.1) % (30) % 16.45 % Change in Interest Rates (basis points) (1) As of December 31, 2024 EVE as a Percentage of Total Assets (3) Estimated Increase (Decrease) in EVE from Level Percent (%) Policy Limit 400 (10.8) % (30) % 22.34 % 200 (5.7) % (20) % 22.50 % 100 (3.0) % N/A 22.56 % Flat — — 22.65 % (100) 3.2 % N/A 22.73 % (200) 5.6 % (20) % 22.63 % (400) 8.8 % (30) % 22.06 % (1) Assumes an immediate uniform change in interest rates at all maturities. (2) EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. (3) Total assets is the net present value of expected future cash flows. Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies Liquidity. Liquidity describes our ability to meet the financial obligations that arise in the normal course of business. Liquidity is primarily needed to meet deposit withdrawals and anticipated loan fundings, as well as current and planned expenditures. We seek to maintain sources of liquidity that are reliable and diversified and that may be used during the normal course of business as well as on a contingency basis. Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from calls, maturities and sales of securities, subject to market conditions. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan and securities prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are unencumbered cash and cash equivalents and securities classified as available for sale, which could be liquidated, subject to market conditions. In the future, 90 our liquidity position will continue to be affected by the level of customer deposits and payments, loan originations and repayments, as well as any acquisitions, dividends, and share repurchases in which we may engage. For the next twelve months, we believe that our existing resources, including our capacity to use brokered deposits and wholesale borrowings, will be sufficient to meet the liquidity and capital requirements of our operations. We may elect to raise additional capital through the sale of additional equity or debt financing to fund business activities such as strategic acquisitions, share repurchases, or other purposes beyond the next twelve months. We participate in a reciprocal deposit network, which allows us to provide access to FDIC deposit insurance protection on customer deposits for consumers, businesses and public entities that exceed same-bank FDIC insurance thresholds. We can elect to sell or repurchase this funding as reciprocal deposits from other banks in the same network depending on our funding needs. As of both December 31, 2025 and 2024, we had no one-way sell deposits. At December 31, 2025 and 2024, we had repurchased $2.3 billion and $2.1 billion, respectively, of previously sold reciprocal deposits. Although customer deposits remain our preferred source of funds, maintaining additional sources of liquidity is part of our prudent liquidity risk management practices. We have the ability to borrow from the FHLBB. At December 31, 2025, we had $198.1 million in outstanding advances and the ability to borrow up to an additional $3.0 billion. We also have the ability to borrow from the Federal Reserve Bank of Boston. At December 31, 2025, we had the ability to borrow up to $3.9 billion from the Federal Reserve Bank of Boston Discount Window. At December 31, 2025, cash and cash equivalents were $316.9 million and secured borrowing capacity at the Federal Reserve Bank and Federal Home Loan Bank totaled $7.0 billion, providing total liquidity sources of $7.3 billion. These liquidity sources provided 90% coverage of all customer uninsured and uncollateralized deposits, which totaled $8.1 billion, or 32% of total deposits, as of December 31, 2025. For further discussion of uninsured deposits, refer to the “Deposits” discussion within the “Financial Position” within this Item 7. Sources of Liquidity As of December 31, 2025 2024 Outstanding Additional Capacity Outstanding Additional Capacity (In thousands) Brokered deposits (1) $ 84,703 $ — $ — $ — Reciprocal deposits 2,267,539 — 2,063,135 — Federal Home Loan Bank (2) 198,058 3,049,296 17,589 2,375,565 Federal Reserve Bank of Boston—Discount Window (3) — 3,902,128 — 2,825,634 Total $ 2,550,300 $ 6,951,424 $ 2,080,724 $ 5,201,199 (1) Additional borrowing capacity has not been assessed in this category. (2) As of December 31, 2025 and 2024, loans with a carrying value of $5.0 billion and $2.3 billion, respectively, and securities with a carrying value of $157.6 million and $1.0 billion, respectively, were pledged to the FHLBB resulting in this additional unused borrowing capacity. The outstanding balance of FHLB borrowings as of December 31, 2025 shown above excludes the remaining premium related to borrowings assumed in connection with our merger with HarborOne of $1.6 million. (3) As of December 31, 2025 and 2024, loans with a carrying value of $5.0 billion and $3.1 billion, respectively, and securities with a carrying value of $414.2 million and $794.8 million, respectively, were pledged to the Discount Window, resulting in this additional borrowing capacity. We believe that advanced preparation, early detection, and prompt responses can avoid, minimize, or shorten potential liquidity constraints. Our Board of Directors and management’s ALCO oversee the assessment and monitoring of risk levels, as well as potential responses during unanticipated stress events. As part of our risk management framework, we perform periodic liquidity stress testing to assess our need for liquid assets as well as backup sources of liquidity. Capital Resources. We are subject to various regulatory capital requirements administered by the Massachusetts Commissioner of Banks, the FDIC and the Federal Reserve (with respect to our consolidated capital requirements). At December 31, 2025 and 2024, we exceeded all applicable regulatory capital requirements, and were considered “well capitalized” under regulatory guidelines. For additional information regarding our regulatory capital requirements, refer to Note 15, “Minimum Regulatory Capital Requirements” within the Notes to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K. Contractual Obligations, Commitments and Contingencies. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities. The amounts below assume the contractual obligations and commitments will run through the end of the applicable term and, as such, do not include early termination fees or penalties where applicable. 91 We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. The financial instruments include commitments to originate loans, unused lines of credit, unadvanced portions of construction loans and standby letters of credit, all of which involve elements of credit and interes