What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-02 compared with 2025-02-27 · 110 added, 121 removed, 587 unchanged (28% of the section changed)

3 unchanged sentences

Through the Bank, we provide a variety of banking and trust and investment services.

As of December 31, 2022, we had two reportable business segments:

the banking segment and the insurance agency segment, which we conducted under the name Eastern Insurance Group LLC (“Eastern Insurance Group”).

In the third quarter of 2023, we announced the sale of substantially all of the assets and the transfer of substantially all of the liabilities of our insurance agency business.

We completed the sale on October 31, 2023.

Accordingly, as of December 31, 2024, we had one reportable segment:

our banking business.

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.

9 unchanged sentences

is Eastern Bank, which is a wholly owned subsidiary.

Eastern Bank controls six active subsidiaries as follows:

Eastern Bank controls eight active subsidiaries as follows:

Broadway Securities Corporation, a wholly owned subsidiary engaged in buying, selling, dealing in and holding securities and in holding industrial revenue bonds (“IRBs”);

4 unchanged sentences

Cambridge Trust Company of New Hampshire, Inc., a wholly owned subsidiary engaged in providing specialized wealth management and trust services in New Hampshire;

HarborOne Mortgage, LLC, a wholly owned subsidiary engaged in mortgage lending, which merged into Eastern Bank on February 21, 2026;

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 and central Massachusetts, southern New Hampshire, including the seacoast region, and northern Rhode Island.

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.

27 unchanged sentences

Increased competition for deposits and the origination of loans could limit our growth in the future.

Recent Acquisitions

Bank Acquisitions

During the past two decades, we have been able to expand our banking business through a combination of internal or “organic” growth complemented by opportunistic strategic transactions.

Since 1997, we have completed nine mergers or acquisitions of banking businesses, the most recent of which was Cambridge Bancorp.

On July 12, 2024, we completed our merger with Cambridge Bancorp (“Cambridge”).

In accordance with the merger agreement, each share of Cambridge common stock was exchanged for 4.956 shares of our common stock.

The transaction qualified as a tax-free reorganization for federal income tax purposes and provided Cambridge shareholders with a tax-free exchange of their shares of Cambridge common stock for our common stock as the consideration they received in the merger.

In connection with the merger, Citadel MS 2023, Inc.

(“Merger Sub”), a wholly-owned subsidiary of ours, merged with and into Cambridge, with Cambridge continuing as the surviving entity.

Immediately after the merger, Cambridge merged with and into the Company, with the Company continuing as the surviving entity.

Immediately following, Cambridge Trust Company (“Cambridge Trust”), a wholly owned subsidiary of Cambridge, merged with and into Eastern Bank, with Eastern Bank continuing as the surviving entity.

We issued 38.9 million shares of our common stock in the merger.

Based upon the closing price of our common stock on July 12, 2024 of $14.87 per share, the transaction is valued at $580.6 million, which includes cash paid in-lieu of fractional shares and recognition of restricted stock units (“RSU”) and performance share units (“PSU”) service

accruals for service accrued by Cambridge personnel prior to the merger.

In addition to increasing our loan and deposit base, the merger enabled us to expand our wealth management and private banking customer base and service offerings, which includes comprehensive investment management, as well as trust administration, estate settlement, and financial planning services.

Our wealth management and private banking business are now conducted under the Cambridge Trust brand name, titled Cambridge Trust Wealth Management, a division of Eastern Bank.

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.

The merger was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations .

1 unchanged sentence

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 Cambridge’s operations were included in the our consolidated financial statements subsequent to the merger date.

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 brand.

We also plan to grow by acquisition.

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 brand and delivering a diverse suite of tailored, high-quality solutions through a consultative, relationship-based approach reinforced by superior customer service.

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.

Pursue opportunistic acquisitions.

We have pursued and intend to continue to prudently pursue opportunities to acquire banks in our existing and contiguous markets that we believe will create attractive financial returns.

Our focus is primarily on franchises that enhance our funding profile, product capabilities or geographic density, while maintaining an acceptable risk profile.

We believe the vital need to make increasingly significant technological investments has greatly amplified the importance of scale in banking.

We believe that as a result of our initial public offering (“IPO”), which was completed in October 2020, we are well-positioned as a consolidator in the banking market because of our financial strength, reputation and culture as evidenced by our acquisitions of Century Bancorp, Inc.

(“Century”) in November 2021 and Cambridge in July 2024.

Leverage technology to enhance customer experience and drive operating efficiencies.

4 unchanged sentences

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, brand and culture.

Manage risk to navigate a range of economic environments.

1 unchanged sentence

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 rigorous and continuous enterprise risk management program.

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

1 unchanged sentence

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 11,000 commercial relationships at

December 31, 2024.

Our lending area mainly consists of the greater Boston area, specifically eastern and central Massachusetts, southern New Hampshire, including the seacoast region, and northern Rhode Island.

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:

1 unchanged sentence

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 relationships.

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.

8 unchanged sentences

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 63.9% of our commercial and industrial loan exposure at December 31, 2024 was to customers headquartered within our primary lending market, which consists of eastern and central Massachusetts, southern New Hampshire, including the seacoast region, and northern Rhode Island, although we participate in the syndicated loan market and the SNC Program.

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;

7 unchanged sentences

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, 2024, owner occupied loans totaled $947.2 million, representing 13.4%, of our commercial real estate 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.

5 unchanged sentences

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

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.

3 unchanged sentences

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 losses for the time it takes them to return the property to profitability.

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.

Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial.

6 unchanged sentences

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.

4 unchanged sentences

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.

As of December 31, 2024, there were no land development loans within the construction portfolio.

Our commercial construction loan portfolio also includes IRB loans as of December 31, 2024.

Small Business Loans.

19 unchanged sentences

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.

Through a team of approximately 14 licensed mortgage loan officers, we originate residential loans either for sale to investors or to retain in our loan portfolio.

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.

During the year ended December 31, 2024, residential real estate mortgage originations were $348.7 million, of which $93.9 million were sold on the secondary markets.

We generally do not continue to service residential loans that we sell in the secondary market.

Following our merger with HarborOne, which

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.

14 unchanged sentences

income sources and reliability, credit histories, term of repayment and collateral value, as applicable.

Loan Sales and Purchases

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.

1 unchanged sentence

As of December 31, 2025, the balance of loan participations purchased during the year then ended was $769.2 million.

As of December 31, 2024, we held loan participation interests, including SNCs, totaling $2.1 billion in loans originated by other lenders, consisting of $1.0 billion of commercial and industrial loan participations, $944.4 million of commercial real estate loan participations, $159.2 million of commercial construction loan participations, and less than $1.6 million of business banking loan participations.

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

3 unchanged sentences

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 business banking loans under $1.5 million are approved by credit officers, and all business banking loans over $1.5 million are approved by the 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 quarterly.

Exceptions are reported to the Risk Management Committee of the Board of Directors annually.

Loans-to-One Borrower Limit and Loan Category Concentration

6 unchanged sentences

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.

Agency bonds, U.S.

Treasury securities, and state and municipal bonds and obligations.

We view our securities portfolio as a source of income and liquidity.

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.

17 unchanged sentences

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, sometimes referred to herein as 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.

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 $5.9 million in shares of the FHLBB and had $17.6 million outstanding in FHLBB borrowings with original maturities ranging from 3 years to 20 years at December 31, 2024.

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.

1 unchanged sentence

Cambridge Trust Wealth Management

Through our wealth management division, which is now known as 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.

clients include individuals, trusts, businesses, employer-sponsored retirement plans and charitable organizations.

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.

42 unchanged sentences

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 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.

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.

24 unchanged sentences

(to the extent applicable).

On July 25, 2024, 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 10,800,000 shares, or 5.0% of our then-outstanding shares of common stock over a 12-month period, is limited to $200.0 million through July 31, 2025.

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.

36 unchanged sentences

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 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.

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.

29 unchanged sentences

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 “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 deemed to be

“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%.

16 unchanged sentences

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.

all other outstanding loans to such person and affiliated interests, may not exceed specified limits.

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.

17 unchanged sentences

The FDIC Board of Directors may also impose special assessments under stressed circumstances.

On March 12 and 13, 2023, following the closures of Silicon Valley Bank (“SVB”) and Signature Bank and the appointment of the FDIC as the receiver for those banks, the FDIC announced that, under the systemic risk exception set forth in the Federal Deposit Insurance Act (“FDIA”), all insured and uninsured deposits of those banks were transferred to the respective bridge banks for SVB and Signature Bank.

The FDIC also announced that, as required by the FDIA, any losses to the Deposit Insurance Fund (“DIF”) to support uninsured depositors would be recovered by a special assessment.

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 protection of uninsured depositors in connection with the systemic risk determination announced on March 12, 2023, following the closures of SVB and Signature Bank, as required by the FDIA.

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 one or more quarters 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 after the receiverships for SVB and Signature Bank terminate.

The final rule set an effective date of April 1, 2024, with special assessments collected beginning with the first quarterly assessment period of 2024 (i.e., January 1 through March 31, 2024, with an invoice payment date of June 28, 2024).

We recognized the special assessment estimate of $10.8 million in full upon finalization of the rule in fourth quarter of 2023.

In June 2024, we received the FDIC's additional special assessment invoice, which included an incremental assessment amount of $1.9 million.

We recorded this amount during the second quarter of 2024.

The FDIC has authority to further increase insurance assessments.

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.

38 unchanged sentences

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.

Department of Justice also has authority to enforce federal fair lending laws, and has recently brought a number of enforcement actions against banks for discriminatory lending practices in violation of the Fair Housing Act and the Equal Credit Opportunity Act since announcing its Combatting Redlining Initiative in October 2021.

Department of Justice also has authority to enforce federal fair lending laws.

Consumer Financial Protection Bureau Supervision.

112 unchanged sentences

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, as will be the case with Eastern Bankshares, Inc., the issuer has registered securities under Section 12 of the Exchange Act.

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.

6 unchanged sentences

Equal Employment Opportunity Commission.

Actual or threatened legal actions against us include claims for substantial amounts of compensatory damages, claims for intermediate amounts of compensatory damages and claims for punitive damages.

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.

13 unchanged sentences

Human Capital Management

Human Capital Management has always been at the heart of our Company.

We are deeply committed to having a highly talented workforce reflective of the communities we serve, where all employees feel included and where our customers’ needs are met.

The Company employed 1,998 employees as of December 31, 2024, including 1,813 full-time employees.

Our employee-centric work environment helps ensure that our top talent is retained.

We continue to offer flexible work arrangements to both attract and retain top talent, appreciating that our workplace flexibility and culture are key differentiators.

With much of our top talent concentrated in our hybrid workforce, we believe that continuing to allow flexible work arrangements helps ensure that our talent grows with us.

We also believe that our culture drives a high performing workplace where everyone can succeed.

We were recognized as a 2024 Best Place to Work for Disability Inclusion by the Disability:

In Equality Index and as a “2024 Best Place for Working Parents.” We were also recognized in 2024 as a “Best Place to Work” for LGBTQ+ equality by the Human Rights Campaign for the 11th consecutive year.

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 in formal and informal ways.

We have 12 employee resource groups (“ERGs”) that reflect our workforce and the communities we serve.

The ERGs, which are open to everyone, help ensure that our workforce is inclusive of all employees.

Each group serves as a source of professional networking, community building and engagement for all colleagues.

We are dedicated to engaging our workforce to better understand how we can improve our culture and workplace.

In 2024, we virtually hosted 8 Town Hall meetings, led by the Executive Chair.

At each meeting, employees were able to ask questions anonymously and engage directly with the Executive Chair and Senior Executives.

We also engage our employees through more formal and informal measures.

In 2024, we conducted our large-scale annual employee engagement survey, with strong results that surpass our financial services benchmark:

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

2 unchanged sentences

• 86% reported they are able to be themselves at work

We continued to enhance our onboarding program to ensure that our new colleagues from Cambridge Trust quickly acclimated into our Company, culture and their role in driving success.

We undertook a comprehensive onboarding survey of these new colleagues to identify opportunities for additional training and to ensure they understood their role in the combined Company to help drive growth.

All new employees are invited to small group sessions with our Executive Chair to strengthen ties to leadership, our customers and the Company.

In 2024, we continued supporting our employees’ commitment

to engage with our customers and our communities by offering paid time off to volunteer.

In addition, many of our departments engage in group volunteer events at our non-profit customers and community partners as part of our team building.

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

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 during their most difficult times.

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.

These grants provide a lifeline during a crisis for impacted recipients and the fund itself is highly valued by our colleagues.

Understanding the impact of personal loss on our colleagues, we provide paid time off for colleagues who experience a pregnancy loss or unsuccessful in vitro fertilization (IVF) treatment.

With our merger with Cambridge Trust in 2024, we continued to bring high performing talent into our Company that reflects the communities we serve.

Management partners with external organizations to develop candidate pipelines, regularly reports on hiring to the Board of Directors and the Compensation and Human Capital Management Committee and has a talent acquisition team comprised of dedicated colleagues who bring our inclusive values to bear in our recruiting efforts.

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 to achieve short-term and long-term goals through the implementation of sound compensation principles and policies.

For compensation, this includes paying for performance, and ensuring fairness and nondiscrimination in pay as well as compensation risk mitigation.

To help ensure pay equity, we conduct pay equity analyses on an annual basis with the assistance of external advisors.

We also seek fairness in total compensation by utilizing market data, conducting internal compensation comparison analyses, and engaging expert independent compensation and benefits consulting firms for industry benchmarking.

We believe we offer an attractive and competitive benefits program that focuses on overall wellness in all areas of life, with a variety of options to enhance employee choice.

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:

6 unchanged sentences

We also offer a comprehensive portfolio of wellness offerings supporting our employees’ mental, physical, emotional, and financial health.

Among other benefits, in 2024, we offered our employees 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), ensuring most of our employees are also shareholders.

In 2025, we continued to offer three separate retirement benefits, which we believe helps us attract and retain top talent:

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 2024, turnover was at a normalized, healthy rate.

Nonetheless, we continued to focus on development plans for high performing talent, with an emphasis on retention risk mitigation.

The successful integration of the Cambridge Trust talent, including our new Chief Executive Officer, has enabled us to further strengthen the Company.

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

8 unchanged sentences

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 High Street, Boston, MA 02110).

Investor Relations at 125

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.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business