What changed in this filing

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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-27 · 58 added, 41 removed, 229 unchanged (30% of the section changed)

3 unchanged sentences

Based upon that evaluation, the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K.

The scope of management’s assessment of the effectiveness of internal control over financial reporting excluded HarborOne, which the Company acquired in a business combination on November 1, 2025.

Total assets, excluding goodwill and intangibles, and total revenues of $5.8 billion and $43.5 million, represented approximately 18.9% and 6.3% percent of the total assets and total revenues of the Company's Consolidated Financial Statements as of and for the year ended December 31, 2025, respectively.

Our independent accounting firm, Ernst & Young LLP, also attested to, and reported on, the effectiveness of the Company's internal control over financial reporting as of December 31, 2025.

Ernst & Young LLP attestation report appears in Part II, Item 8, "Financial Statements and Supplemental Data."

Internal Controls over Financial Reporting

8 unchanged sentences

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

3 unchanged sentences

Based on our assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2025.

In conducting the evaluation of the effectiveness of its system of internal control of financial reporting as of December 31, 2025, the Company excluded the operations of HarborOne as permitted by the guidance issued by the Office of the Chief Accountant of the Securities and Exchange Commission (not to extend more than one year beyond the date of the acquisition or for more than one annual reporting period).

The acquisition of HarborOne was completed on November 1, 2025.

As of and for the year ended December 31, 2025, HarborOne’s assets represented approximately $5.8 billion of assets, or 18.9% of the Company’s total assets at December 31, 2025, and $43.5 million of net revenue, or 6.3% of the Company’s total net revenue for the year ended December 31, 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.

Ernst & Young LLP , Boston, Massachusetts , (U.S.

8 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated February 27, 2025 expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of HarborOne which is included in the 2025 consolidated financial statements of the Company and constituted $5.8 billion (18.9%) of total assets as of December 31, 2025 and $43.5 million (6.3%) of net revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of HarborOne.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated March 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Boston, Massachusetts

February 27, 2025

March 2, 2026

OTHER INFORMATION

1 unchanged sentence

Borgen adopted a trading arrangement intended to satisfy the affirmative defense conditions of the SEC’s Rule 10b5-1(c) on November 27, 2024 .

Borgen’s plan provides for the sale of up to 13,696 shares of Company common stock beginning on May 13, 2025 and continues through December 31, 2025 .

His prior trading arrangement expired by its terms on December 31, 2024.

Borgen’s plan provided for the sale of up to 13,696 shares of Company common stock beginning on May 13, 2025 and expired by its terms on December 31, 2025 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

6 unchanged sentences

A copy of our Insider Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the year ended 2024.

Delinquent Section 16(a) Report.

Based on our review of Forms 3 and 4 and written representations from our directors and executive officers, we believe that all filing requirements under Section 16(a) of the Exchange Act were complied with during the year ended December 31, 2025, except as follows:

one Form 4 for Luis Borgen, Director, reporting one transaction was filed late due to administrative oversight.

The report was subsequently filed on May 20, 2025.

EXECUTIVE COMPENSATION

5 unchanged sentences

Equity compensation plans approved by security holders 1,943,897 (2)

— 21,809,901 (1)

Equity compensation plans not approved by security holders 328,617 (3)

$ 13.36 — (3)

Total 2,272,514 $ 13.36 21,809,901 (1)

1 unchanged sentence

2021 Equity Incentive Plan.

Pursuant to the terms of such plan, 683,056 shares of restricted stock were granted and issued to the Company’s non-employee directors on November 30, 2021.

An additional 56,352, 47,820 and 31,559 shares were issued to the Company’s non-employee directors in May 2024, 2023 and 2022, respectively.

In addition, 372,179 and 302,908 shares were issued upon the vesting of certain restricted stock units during the years ended December 31, 2024 and 2023 and 76,353 shares were issued upon the vesting of certain performance stock units during the year ended December 31, 2024.

Lastly, restricted stock units and performance stock units of 236,766 and 111,617, respectively, were converted to awards of the Company from Cambridge awards in connection with the merger and are included in column (a) above.

As of December 31, 2025, 18,675,815 shares may be issued upon the exercise of stock options and 3,134,086 shares remained available for issuance as restricted stock units or performance stock units.

Forfeited shares are returned to the pool of shares available for issuance in accordance with the terms of the 2021 Equity Incentive Plan.

1 unchanged sentence

(2) Consists of shares of common shares that have been reserved and may be issuable to Company employees upon the settlement of 1,325,982 restricted stock units and 617,915 performance share units at target payout levels.

(3) Consists of stock options previously issued by HarborOne that were converted to options of the Company in the merger.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

23 unchanged sentences

S-1 333-239251 06/18/2020 2

Asset Purchase Agreement by and among Eastern Insurance Group LLC, Eastern Bank, Eastern Bankshares, Inc.

and Arthur J.

Gallagher Risk Management Services, LLC, dated as of September 19, 2023

8-K 001-39610

09/19/2023 2.1

Agreement and Plan of Merger by and among Eastern Bankshares, Inc., Eastern Bank, Citadel MS 2023, Inc., Cambridge Bancorp and Cambridge Trust Company, dated as of September 19, 2023

8-K 001-39610

09/19/2023 2.2

2.2 Amendment No.

2 unchanged sentences

07/15/2024 2.2

2.3 Agreement and Plan of Merger by and among Eastern Bankshares, Inc., Eastern Bank, HarborOne Bancorp, Inc.

and HarborOne Bank, dated as of April 24, 2025

8-K 001-39610

04/24/2025 2.1

3.1 Restated Articles of Organization of Eastern Bankshares, Inc., effective May 16, 2022

8 unchanged sentences

S-1 333-239251 06/18/2020 10.1

Description Included with this Form 10-K Incorporated by Reference

Form File No.

Filing Date Exhibit No.

10.2† Executive Severance Benefits Agreement with Robert F.

2 unchanged sentences

S-1 333-239251 06/18/2020 10.3

Description Included with this Form 10-K Incorporated by Reference

Description Included with this Form 10-K Form File No.

Filing Date Exhibit No.

10.4† Change in Control Agreement with Robert F.

55 unchanged sentences

10-Q 001-39610 08/07/2024 10.5

Description Included with this Form 10-K Incorporated by Reference

Form File No.

Filing Date Exhibit No.

10.29† Cambridge Bancorp 2017 Equity and Cash Incentive Plan

2 unchanged sentences

Insider Trading Policy

10-K 001-39610 2/27/2025 19.1

21* Subsidiaries of Eastern Bankshares, Inc.

Description Included with this Form 10-K Incorporated by Reference

Description Included with this Form 10-K Form File No.

Filing Date Exhibit No.

23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

21 unchanged sentences

Executive Chair and Chair of the Board

February 27, 2025

March 2, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

1 unchanged sentence

Rivers Executive Chair and Chair of the Board Date:

February 27, 2025

March 2, 2026

Rivers (Principal Executive Officer)

David Rosato Chief Financial Officer Date:

February 27, 2025

March 2, 2026

David Rosato (Principal Financial Officer)

Sheahan Chief Executive Officer and Director Date:

February 27, 2025

March 2, 2026

Ahlquist Principal Accounting Officer Date:

February 27, 2025

March 2, 2026

/s/ Richard C.

Bane Director Date:

February 27, 2025

March 2, 2026

Borgen Director Date:

February 27, 2025

March 2, 2026

/s/ Joseph T.

Chung Director Date:

February 27, 2025

March 2, 2026

Harlam Director Date:

February 27, 2025

March 2, 2026

/s/ Marisa J.

Harney Director Date:

February 27, 2025

March 2, 2026

Hessan Director Date:

February 27, 2025

March 2, 2026

/s/ Richard E.

Holbrook Director Date:

February 27, 2025

March 2, 2026

/s/ Deborah C.

Jackson Director Date:

February 27, 2025

March 2, 2026

Markell Director Date:

February 27, 2025

March 2, 2026

Williams Director Date:

February 27, 2025

March 2, 2026

Palandjian Director Date:

February 27, 2025

March 2, 2026

/s/ Cathleen A.

Schmidt Director Date:

February 27, 2025

March 2, 2026

/s/ Andargachew S.

Zelleke Director Date:

February 27, 2025

March 2, 2026

Andargachew S.

/s/ Joseph F.

Casey Director Date:

March 2, 2026

/s/ Michael J.

Sullivan Director Date:

March 2, 2026

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 9A. Controls and Procedures