EBC 10-K & 10-Q changes, risk factors and insider trading

•Increases in interest rates have had and in the future maycould 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.

•The geographic concentration of our loan portfolio and lending activities in eastern Massachusetts andMassachusetts, southern and coastal New HampshireHampshire, and Rhode Island makes us vulnerable to a downturn in our local economy.

•The fair value of our investments, including our securities portfolio, has declined due to increases in interest rates beginning in March 2022 and maycould decline further in the future.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.

Risks Related to Our Acquisition StrategyAcquisitions

The Company may fail to realize all of the anticipated benefits of CambridgeHarborOne 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 CambridgeHarborOne 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 Cambridge,HarborOne, could result in the loss of key employees, the disruption of each company’s 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 our personnel or the personnel of the company we acquire.personnel.

The success of anythe mergeracquisition of HarborOne or other acquisitionpreviously thatacquired wecompanies pursue will dependdepends in part on the Company’s ability to retain the talents and dedication of 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,information and, expertise or know-how and unanticipated additional recruitment costs. In addition, if key employees terminate their employment, the Company’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating the Company and the acquired company to hiring suitable replacements, all of which may cause the Company’s business to suffer. In addition, the Company may not be able to locate or retain suitable replacements for any key employees who leave the combined company.

The Company has incurred and expects to continue to incur costs related to the acquisition and integration of CambridgeHarborOne and other businesses.

The Company routinely 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 of the Company and the acquired business.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 relatedrequired tofor proposedfuture business acquisitionsacquisitions, 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 andBanks, 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.

ToThough we are not focused on acquisitions, if in the extent thatfuture we acquire other companies, our business may be negatively impacted by certain risks inherent with such acquisitions.

A significant component of our businesshistoric strategygrowth ishas to growbeen through acquisitions of other financial institutions or business lineslines. as opportunities arise. Although we have been successful with this strategy in the past, weWe may not be able to grow our business in the future through acquisitions for a number of reasons, including:

•Competition with other prospective buyers resulting in our inability to completeundertake 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;

•Potential difficulties and/or unexpected expenses 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;

•Acquisitions of new lines of business may present risks that are different in kind or degree compared tofrom those that we are accustomed to managing, requiring us to implement new or enhance existingenhanced procedures and controls and diverting resources from the operation of our existing business;

•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 issuesacquisition;

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 northern Rhode Island. At December 31, 2024,2025, approximately $13.0$16.7 billion, or 91.4%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.

We face continuing and growing security risks to our information data bases,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, aremay inherentlybe 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 websites or other 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, often through the introduction of computer viruses or malware, cyber-attacks and other means.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 substantiallycontinually escalating. We aremay 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 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.

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.

An important goal of our strategic plan is expanding our profitable loan and deposit market share through both organic growth and if appropriate, opportunistic strategic 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:

Despite recent challenges within the banking sector, weWe 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.

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 and 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 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,institutions suchlike as us,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.

Our commercial loan portfolio, including those secured by commercial real estate, comprised $12.2$15.9 billion, or 68.8%68.7% of our total loans at December 31, 2024.2025. 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 economic stress in our market due to the COVID-19 pandemic, the increasingcontinued 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.

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, brandreputation or image,brand, or our financial condition and results of our operations.

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 $25.6$30.6 billion and $21.1$25.6 billion at December 31, 20242025 and 2023,2024, 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 throughunder our Cambridge Trust Wealth Management division. Previously, our wealth management and trust operations were conducted through Eastern Wealth Management. Following our merger with Cambridge Bancorp, described further below, the wealth management divisions of both banks now operate under the “Cambridge Trust Wealth Management, a division of Eastern Bank,Bank” brand name.name (“Cambridge Trust Wealth Management division”).

On JulyNovember 12,1, 2024,2025, we completed our previously announced merger with Cambridge and Cambridge Trust.HarborOne. In accordance with the terms of the definitive merger agreement, through which we agreed to acquire Cambridge through a merger with the Company as the surviving entity, each share of CambridgeHarborOne common stock was exchanged for 4.956either (i) 0.765 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 CambridgeCompany common stock inand exchange for our common stock as the consideration they receivedcash in thelieu merger.of any fractional share or (ii) $12.00 in cash subject to allocation procedures. We issued 38.926.9 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 $580.6$550.1 million based upon the closing price of our common stock on JulyOctober 12,31, 20242025 of $14.87$17.53 per share.

Net income from continuing operationsoperations, 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, 2024,2024. computedPartially offsetting the increase in accordancelosses withon GAAP,sales of securities was $119.6 million, as compared to a netdecrease lossin fromone-time continuingexpenses operations of $62.7 million forduring the year ended December 31, 2023.2025 Thecompared net loss from continuing operations forto the year ended December 31, 20232024 associated with our mergers with HarborOne and subsequentCambridge. increaseOne-time to net incomeexpenses during the year ended December 31, 2024 was primarily due toincluded the sale of available for sale securities at a loss in connection with our balance sheet repositioning completed in March 2023. Partially offsetting the increase to net income for the year ended December 31, 2024 were one-time expenses associated with our merger with Cambridge including theinitial 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, and merger and acquisition expenses recorded.losses.

Net income from continuing operations for the year ended December 31, 20242025 and net loss from continuing operations for the year ended December 31, 20232024, 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, 20242025 was $192.6$318.0 million compared to $163.2$196.6 million for the year ended December 31, 2023.2024. This increase was primarily due to increased net interest income and noninterest income on an operating basis for the year ended December 31, 20242025 compared to year ended December 31, 20232024 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.

Earnings (loss) per share from continuing operations, on a GAAP basis, increaseddecreased from $(0.39) for the year ended December 31, 2023 to $0.66 for the year ended December 31, 2024.2024 Theto loss per share from continuing operations$0.43 for the year ended December 31, 2023 was a result of a loss on sale of AFS securities in March 2023, which was part of our balance sheet repositioning, as described above.2025.

Operating earnings per shareshare, on a basic basis, increased from $1.01$1.09 for the year ended December 31, 20232024 to $1.06$1.57 for the year ended December 31, 2024,2025, a 5.8%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.

Both theThe GAAP efficiency ratio andincreased 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, 20242025 compared to the year ended December 31, 2023.2024, The decrease in the GAAP efficiency ratio is primarily due to lower security losses during the year ended December 31, 2024 compared to year ended December 31, 2023. The decrease in the non-GAAP operating efficiency ratiowhich was primarily due to increased net interest income and increased noninterest income on an operating basis which increased at a greater rate than noninterest expenses on an operating basis.income. Refer to the “Results of Operations” section below for additional discussion of the changes in net interest income, noninterest income and noninterest expense.

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%. At its meeting on November 7, 2024, theThe FOMC thenfurther decided to lower the target range for the federal funds rate byat 25each basisof pointsits 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 4.50%3.50% to 4.75%.3.75%. At its most recent meeting on January 29,28, 2025,2026 the FOMC decided to maintain the target range for the federal funds rate at the range establishedset followingat its NovemberDecember 7,10, 20242025 meeting and indicated, in considering the extent and timing of 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.

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, 2021, and 20202021 within this section excludes discontinued operations. Refer to Note 23,24, “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) income and expenses from investments held in rabbi trusts, (ii) gains and losses on sales of securities available for sale, net, (iiiii) gains and losses on the sale of other equity investments, (iviii) gains and losses on the sale of other assets, (v) rabbi trust employee benefits expense, (viiv) impairment charges on tax credit investments and associated tax credit benefits, (vii) expenses indirectly associated with our IPO, (viiiv) other real estate owned (“OREO”) gains,gains and losses, (ixvi) merger and acquisition expenses, including the “day-2” provision for allowance for loan losses for non-PCD acquired loans, (x) the stock donation to the Eastern Bank Foundation (the “Foundation”) in connection with our mutual-to-stock conversion and IPO, (xi) settlement of putative consumer class action litigation matters related to overdraft and non-sufficient fund fees, and associated settlement expenses, (xii) the non-cash pension settlement charge recognized related to our Defined Benefit Plan, and (xiiivii) certain discrete tax items.

(21)RepresentsThe aprovision non-cashfor settlementnon-PCD lossacquired loans for the year ended December 31, 20222024 relatedwas recorded prior to theour Definedadoption Benefitof Plan.ASU For2025-08, additionalFinancial information,Instrument- referCredit Losses (Topic 326): Purchased Loans. Refer to Note 15,2, “EmployeeSummary Benefitsof 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.10-K for further discussion.

(32)Comprised of merger and acquisition expenses incurred related to our acquisition of CambridgeHarborOne, Cambridge, and Century. Merger and acquisition expenses previously reported for the years ended December 31, 2022, 2021,2022 and 20202021 related to acquisitions by Eastern Insurance Group were excluded from the above table as they were reclassified to discontinued operations. Refer to Note 23, “Discontinued Operations” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

(1)Refer to the table above within this “Non-GAAP Financial Measures” section for a reconciliation of operating net income to net income.income (loss).

(32)The tax effect of amortization of intangible assets was calculated using our combined statutory tax rate of 27.7%for27.6% 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 December 31, 2022, 2021,2022 and 2020.2021.

Total cash and cash equivalents increaseddecreased by $313.8$690.0 million, or 45.3%,68.5%, to $0.3 billion at December 31, 2025 from $1.0 billion at December 31, 2024 from $693.1 million at December 31, 2023.2024. This increasedecrease was primarily due to proceedsan increase in gross loans of $1.0 billion, excluding loans acquired from theHarborOne, saleand a decrease in total deposits of AFS$181.8 securitiesmillion, ofexcluding $1.1deposits billion and proceedsacquired from maturitiesHarborOne. andAlso principalcontributing paydownsto ofthe AFSoverall and HTM securities of $0.4 billion. Partially offsetting these increasesdecrease were net repayments of FHLB advances of $739.9$369.3 million, which includes repayment of advances assumed in connection with our merger with Cambridge, a net decrease in deposits, excluding deposits acquired from Cambridge, of $178.3 million, and a net increase in gross loans, excluding loans acquired from Cambridge, of $171.0 million during the year ended December 31, 2024.HarborOne. For further discussion of the change in securities, loans, and deposits, refer to the later “Securities,” “Loans,” and “Deposits” sections in this Item 7. For further information regarding our merger with Cambridge,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.

U.S. government securities: OurAs of December 31, 2025, our U.S. government securities consistsconsisted 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.

Our securities portfolio has decreasedremained $0.4consistent billion,with ora 8.5%,balance toof $4.4 billion at December 31, 20242025 fromand $4.9 billion at December 31, 2023.2024. This decreaseconsistency was primarily due to the offsetting effect of sales of AFS securities of $1.1$1.6 billionbillion, AFS and HTM maturities and principal paydowns of $0.5 billion, and purchases of AFS and HTM securities of $0.4$1.4 billion. Included in this activity are principal paydowns and proceeds from the sale of securities acquired in connection with our merger with CambridgeHarborOne of $883.0$298.3 million, representing substantially all of the securities acquired at fair value. All acquired securitiessecurities, 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. Partially offsetting these items were purchases of AFS securities of $199.5 million.

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 CambridgeHarborOne as of the merger date of JulyNovember 12,1, 20242025:

We consider our loan portfolio to be relatively diversified by borrower and industry. Our loans increased $4.1$5.5 billion, or 29.4%,30.4%, to $23.6 billion at December 31, 2025 from $18.1 billion at December 31, 2024 from $14.0 billion at December 31, 2023.2024. The increase as of December 31, 20242025 was primarily due to loans acquired in connection with our merger with Cambridge.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 $171.0$1.0 million,billion, or 1.2%,5.6%, which was primarily attributable to increasedcontinued balancesinvestment ofin businessresources bankingtargeted to grow our commercial and consumerindustrial homeloan equityportfolio loans.and an increase in our commercial real estate investment loans driven by steady growth in our multifamily property type segment.

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:

Special mention, substandard and doubtful loans totaled 4.9%5.0% and 4.1%4.9% of total commercial loans outstanding at December 31, 20242025 and 2023,2024, respectively. This increase was driven by several risk rating downgrades of loans in the commercial real estate and commercial and industrial portfolios.

The delinquency rate of our total loan portfolio increaseddecreased to 0.56% at December 31, 2025 from 0.62% at December 31, 2024 from 0.41% at December 31, 2023.2024.

NPLs increased $83.3$36.5 million, or 158%,27%, to $172.3 million at December 31, 2025 from $135.8 million at December 31, 2024 from $52.6 million at December 31, 2023.2024. NPLs as a percentage of total loans increaseddecreased to 0.75% at December 31, 2025 from 0.76% at December 31, 2024 from 0.38% at December 31, 2023.2024. 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, 20242025 and December 31, 2023.2024.

As of December 31, 2024,2025, there were threetwo loans with an aggregate balance of $0.5$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, 2024.2025. As of December 31, 2023,2024, there were nothree 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, 2023.2024.

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, 20242025 and December 31, 2023,2024, the carrying amount of PCD loans was $331.4$659.7 million and $49.1$331.4 million, respectively. The increase in PCD loans was due to our acquisition of PCD loans in the thirdfourth quarter of 20242025 in connection with our merger with CambridgeHarborOne which was completed on JulyNovember 12,1, 20242025 and which added $356.1$514.6 million in PCD loans on a gross amortized cost basis.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 $38.3$1.7 million, or 10.2%,0.4%, to $413.7 million at December 31, 2025 from $412.0 million at December 31, 2024 from $373.7 million at December 31, 2023.2024. These loans as a percentage of total loans decreased to 1.8% at December 31, 2025 from 2.3% at December 31, 2024 from 2.7% at December 31, 2023. The increase in potential problem loans from December 31, 2023 to December 31, 2024 was primarily due to the downgrade of certain commercial real estate and commercial and industrial loans during the year ended December 31, 2024, including certain commercial real estate loans collateralized by properties in the office risk segment, and the addition of certain loans acquired in connection with our merger with Cambridge. Refer to the below “Commercial Real Estate Office Exposure” section of this Item 7 for additional information.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 mixed-uselaboratory/life sciences office properties where rental income is primarily from office space) totaled $1.0$1.3 billion and $0.8$1.0 billion as of December 31, 20242025 and 2023,2024, respectively. Included in this total as of December 31, 20242025, were loans with a balance of $288.1$323.9 million which were acquired during year ended December 31, 20242025 in connection with our merger with Cambridge.HarborOne. As of December 31, 2024,2025, our office-related CRE loans are primarily concentrated in Massachusetts, where approximately 92.1%87.5% of the total recorded investment balance of office-related CRE loans are located, and approximately 20.4%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, 2024,2025, twelvefour of our office-related CRE loans, which had a total recorded investment balance of $87.0$36.7 million, were on non-accrual status.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, 2023,2024, twotwelve of our office-related CRE loans were on non-accrual status and had a total recorded investment balance of $14.0$87.0 million.

The allowance for loan losses increased by $80.0$102.9 million, or 53.7%,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 from $149.0 million, or 1.07% of total loans at December 31, 2023.2024. The increase in the allowance for loan losses was primarily due to our merger with Cambridge,HarborOne, which was completed on JulyNovember 12,1, 2024.2025. In connection with the merger, we recorded an allowance for loan losses related to acquired PCD loans of $55.8$103.7 million, as a gross-up of the corresponding loan balance, and an allowance for acquired non-PCD loans of $40.9 million, recognized through the provision for allowance for loan losses immediately following the completion of the merger.balance. Excluding these amounts, the allowance for loan losses decreased by $16.7$0.8 million from December 31, 20232024 to December 31, 2024.2025. For further discussion of the change in the allowance for loan losses and the provision for allowance for loans losses, refer to Note 5,6, “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 decreasedincreased by $1.0$3.3 million, or 7%,25%, to $16.4 million at December 31, 2025 from $13.1 million at December 31, 2024 from $14.1 million at December 31, 2023. The decrease was primarily due to lower reserve rates and unfunded balances within the commercial construction portfolio, which were attributable to an improved economic forecast and draws by borrowers which served to reduce unfunded balances. The decrease in our reserve for unfunded lending commitments contributed to a decrease in our other non-interest expense during the year ended December 31, 2024.

(1)Average loan balances exclude loans held for sale.sale

(2)Amounts presented include unearned discounts and deferred fees, net Non-accrual loans increased $83.3$36.5 million, or 158%,27%, to $172.3 million at December 31, 2025 from $135.8 million at December 31, 2024 from $52.6 million at December 31, 2023,2024, primarily due to loans acquired from CambridgeHarborOne and which were already on non-accrual or were transferred to non-accrual following the completion of the merger. As of December 31, 2024,2025, the amount of loans on non-accrual which were acquired from CambridgeHarborOne was $59.3$89.9 million. For additional information regarding the credit quality of our loans, see Note 5,6, “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.

We held an investment in the FHLBB of $13.8 million and $5.9 million at both December 31, 20242025 and 2023.2024, respectively. The amount of stock we are required to purchase is in proportional to our FHLB borrowings and level of total assets.

The balance of our goodwill and other intangible assets was $1.1$1.3 billion and $0.6$1.1 billion at December 31, 20242025 and 2023,2024, respectively. The increase in goodwill and other intangible assets at December 31, 20242025 from December 31, 20232024 was due to our merger with CambridgeHarborOne during the thirdfourth quarter of 2024.2025. 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, 20242025 and 2023.2024. For discussion of the impairment testing performed, refer to Note 8,9, “Goodwill and Core DepositOther Intangible AssetAssets” 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 our deposits as of the dates indicated, and the balance of deposits, by category, that were acquired in connection with our merger with CambridgeHarborOne as of the merger date of JulyNovember 12,1, 20242025:

Deposits increased by $3.7$4.2 billion, or 21.0%,19.5%, to $25.5 billion at December 31, 2025 from $21.3 billion at December 31, 2024 from $17.6 billion at December 31, 2023.2024. This increase was primarily due to the addition of deposits acquired in connection with our merger with Cambridge,HarborOne, which was completed on JulyNovember 12,1, 2024.2025. Excluding the acquired deposit balances, deposits decreased $178.3$181.8 million, or 1.0%,0.9%, at December 31, 20242025 from December 31, 2023.2024. This decrease was primarily driven by a decrease in the balances of omnibusregular deposit accounts which decreased $285.3 million from December 31, 2023 to December 31, 2024 and which contributed to the decrease in interest checking deposits, excluding the impact of our merger with Cambridge. Further, the remaining changes, which taken together comprise an overall increase, reflect organic deposit growth and a continued shift in deposit mix from non-interest-bearing/low-yielding deposit accounts to interest-bearing/higher-yielding deposit account typesoutflows during the year ended December 31, 2024. The shift in deposit mix was due primarily to increases in rates paid on money market investment deposits and certificates of deposit, which attracted depositors to such products.2025.

The Bank’s estimate of total uninsured deposits was $9.0$10.2 billion and $8.0$9.0 billion at December 31, 20242025 and 2023,2024, 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 $6.9$8.1 billion and $5.5$6.9 billion at December 31, 20242025 and December 31, 2023,2024, respectively.

Our total borrowings increased by $45.7$148.8 million to $93.9$214.9 million at December 31, 20242025 compared to $48.2$66.2 million at December 31, 2023.2024. The increase was primarily due to increased balances of interestFHLB rateadvances swapwhich collateralincreased funds.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.

Interest and dividend income increased by $150.3$217.5 million, or 18.9%,23.0%, to $1.2 billion during the year ended December 31, 2025 from $946.8 million during the year ended December 31, 2024 from $796.5 million during the year ended December 31, 2023.2024. The increase was due to an increase in both the average balance and yields of our loan portfolioportfolio. Our yields on loans and oursecurities yieldsare generally presented on an FTE basis where the embedded tax benefit on loans and wassecurities partiallyare offset by a decrease in interest income on securitiescalculated and otheradded short-termto investments.the yield. Management believes that this presentation allows for better comparability between institutions with different tax structures.

For information regarding the Company’s risk factors, see Part I, Item 1A “Risk Factors” in our 2025 Form 10-K as updated by Part II, Item 1A “Risk Factors” in our Q1 Form 10-Q as of and for the period ended March 31, 2026.10-K. As of the date of this Quarterly Report on Form 10-Q, the risk factors of the Company have not changed materially from those disclosed in our 2025 Form 10-K, as updated by the Q1 Form 10-Q as of and for the period ended March 31, 2026.10-K.

This section is intended to assist in the understanding of the financial performance of the Company and its subsidiaries through a discussion of our financial condition at MarchJune 31,30, 2026, and our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025. This section should be read in conjunction with the unaudited interim condensed consolidated financial statements and notes thereto of the Company appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q and the Company’s 2025 Form 10-K.

•operational risks including, but not limited to, cybersecurity incidents, fraud, new technological integration including AI, natural disasters and future pandemics,pandemics includingor COVID-19other public health emergencies;

•changes in regulation, regulatory policy, legislation, accounting standards and practices, and fiscal and monetary policy, particularly in light of the shift in presidential administrations and the potential for related shifts in agency policy and leadership;

•risks related to the implementation of acquisitions, dispositions, and restructurings, including our 2025 merger with HarborOne Bancorp and HarborOne Bank, which is further described in Part I, Item 1 of our 2025 Annual Report on Form 10-K under “Recent Acquisitions – Bank Acquisitions”, including that revenue and expense synergies or other expected benefits may not materialize or may not be realized in the time frame originally anticipatedanticipated, or may be more costly to achieve than anticipated and that the combined businesses may not perform as expected;

•potentialthe risksrisk related tothat the integration of our completed or pending acquisitions may not materialize or may be more difficult, time-consuming or costly to achieve than anticipated and that the combinedanticipated businessesbenefit may not performbe asfully expectedrealized;

There have been no other material changes in critical accounting policies during the three and six months ended MarchJune 31,30, 2026.

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 $31.1 billion and $30.6 billion at bothJune March 31,30, 2026 and December 31, 2025.2025, 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”).

Net income for the three and six months ended June 30, 2026, respectively, computed in accordance with GAAP was $105.2 million and $170.5 million, respectively, as compared to net income and net loss of $100.2 million and $117.4 million, respectively, for the three and six months ended June 30, 2025, respectively. The increase in net income for the three months ended MarchJune 31,30, 2026 compared to the three months ended June 30, 2025 was primarily due to increased net interest income and noninterest income during the three months ended June 30, 2026. The increase from a net loss for the six months ended June 30, 2025 to net income for the six months ended June 30, 2026 was primarily due to losses on sales of securities recorded during the six months ended June 30, 2025, of which there were none during the six months ended June 30, 2026. Refer to the later sections titled “Results of Operations” within this Item 2 for additional discussion Net income for the three and six months ended June 30, 2026, respectively, and net income and net loss for the three and six months ended MarchJune 31,30, 20252025, respectively, 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 three and six months ended MarchJune 31,30, 2026 was $88.6$106.5 million and $195.2 million, respectively, compared to $67.5operating millionnet income for the three and six months ended MarchJune 31,30, 2025,2025 of $81.7 million and $149.2 million, respectively, representing an increaseincreases of $21.130.4% million,and or30.8%, 31.3%.respectively. ThisThese increaseincreases waswere primarily due to higher net interest income for both the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025, partially offset by higher noninterest expense on an operating basis for both the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025. See “Non-GAAP Financial Measures” and “Results of Operations” within this Item 2 for a reconciliation of operating net income to net income/(loss) on a GAAP basis and further discussion of noninterest income/(loss) and noninterest expense.

•Commercial and industrial: Loans in this category consist of revolving and term loans extended to businesses and corporate enterprises for the purpose of financing working capital, facilitating equipment purchases and facilitating acquisitions. As of bothJune March 31,30, 2026 and December 31, 2025, we had total commercial and industrial loans of $4.7 billion and $4.3 billion, respectively, representing 19.0%20.1% and 18.6%, respectively, of our total loans as of each period end.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. Our primary focus for commercial and industrial loans is middle-market companies located in the markets we serve. In addition, we participate in the syndicated loan market and the SNC Program. Our commercial and industrial portfolio also includes our Asset Based Lending Portfolio (“ABL Portfolio”) and industrial revenue bonds (“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 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 bothJune March 31,30, 2026 and December 31, 2025, we had total commercial real estate loans of $9.3 billion and $9.4 billion, respectively, representing 40.9%39.9% and 40.8%, respectively, of our total loans as of each period end. As of both MarchJune 31,30, 2026 and December 31, 2025, owner occupied loans totaled $1.2 billion, representing 12.8% and 12.9%, respectively,12.9% of our commercial real estate loans as of each period end.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 the sale of the real estate. Our commercial real estate loan portfolio also includes loans included in our SNC Program portfolio described above and IRB loans.

•Commercial construction: 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. As of MarchJune 31,30, 2026 and December 31, 2025, we had total commercial construction loans of $502.0$543.6 million and $563.5 million, respectively, representing 2.2%2.3% and 2.4%, respectively, of our total loans. Our commercial construction loan portfolio also includes loans included in our SNC Program portfolio described above and IRB loans.

•Business banking: Loans in this category are 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 Marchboth 31,June 30, 2026 and December 31, 2025, we had total business banking loans of $1.5 billion and $1.6 billion, respectively, representing 6.7% and 6.9%, respectively, of our total loans for each period end. In this category, commercial and industrial loans and commercial real estate loans totaled $316.9$326.0 million and $1.2 billion, respectively, as of MarchJune 31,30, 2026, and $307.6 million and $1.3 billion, respectively, as of December 31, 2025.

•Residential real estate: Loans in this category consist of mortgage loans on residential real estate. As of both MarchJune 31,30, 2026 and December 31, 2025, we had total residential real estate loans of $5.2 billion, representing 22.6%22.2% and 22.7%, respectively, of our total loans as of each period end.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 scores 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. Residential real estate loans are originated either for sale to investors or to retain in our loan portfolio. Decisions about whether to sell or retain residential real estate loans are made based on the interest rate characteristics, pricing for loans in the secondary mortgage market, competitive factors and our capital needs. 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 three and six months ended MarchJune 31,30, 2026, residential real estate mortgage loan originations for secondary market sale were $103.0 million and $204.6 million, respectively, compared to $1.7 million and $14.9 million during the three and six months ended June 30, 2025, respectively. During the three and six months ended June 30, 2026, residential real estate mortgage loan sales on secondary market were $101.6$104.3 million and $98.8$203.1 million, respectively.respectively, Comparatively,compared to $11.0 million and $23.8 million during the three and six months ended MarchJune 31,30, 2025, residential real estate mortgage loan originations for secondary market sale and sales on secondary market were $13.2 million and $12.8 million, respectively.

•Consumer home equity: Loans in this category consist of home equity lines of credit and home equity loans. As of both MarchJune 31,30, 2026 and December 31, 2025, we had total consumer home equity loans of $1.8 billion, representing 7.7%7.8% and 7.6%, respectively, of our total loans as of each period end.loans. Home equity lines of credit are granted for ten years with monthly interest-only repayment requirements. Full principal repayment is required at the end of the ten-year draw period. 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 in this category consist of unsecured personal lines of credit, overdraft protection, automobile and aircraft loans, home improvement loans and other personal loans. As of MarchJune 31,30, 2026 and December 31, 2025, we had total other consumer loans of $215.5$218.0 million and $232.0 million, respectively, representing 0.9% and 1.0%, respectively, of our total loans. Our policy and underwriting in this category include the following factors, among others: income sources and reliability, credit histories, term of repayment and collateral value, as applicable.

•We offer a variety of deposit, treasury management, electronic banking, interest rate protection and foreign exchange products to our customers. In addition, we offer cash management services to our corporate and municipal clients. Deposit products include checking products, both interest-bearing and noninterest-bearing, as well as money market deposits, savings deposits and certificates of deposit.deposits. Our treasury management products include a variety of cash management and payment products. Our interest rate protection and foreign exchange products include interest rate swaps and currency related transactions.

•Through our Cambridge Trust Wealth Management division, we provide a wide range of trust services, including (i) managing customer investments, (ii) serving as custodian for customer assets, and (iii) providing other fiduciary services, including serving as the trustee and personal representative of estates. As of MarchJune 31,30, 2026 and December 31, 2025, we held $10.3$11.3 billion and $10.1 billion, respectively, of assets in a fiduciary, custodial or agency capacity for customers, which are not our assets and therefore not included on the Consolidated Balance Sheets included in this Quarterly Report on Form 10-Q. For the three and six months ended MarchJune 31,30, 2026, we had noninterest income of $18.3$19.7 million and $38.0 million, respectively, from providing these services compared to $16.4$17.3 million and $33.7 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively.

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, December 10, 2025, and January 28, 2026 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 AprilJuly 29, 2026, the FOMC decided to maintain the target range for the federal funds rate at the range set at its January 28, 2026 meeting and indicated, that they are continuing their policy of maintaining ample reserves in consideringthe additionalbanking adjustmentssystem.. The FOMC indicated economic activity is expanding at a solid pace despite elevated uncertainty that is owed, in part, to the targetconflict range forin the federalMiddle fundsEast. rate,Productivity itgrowth willand carefullycapital assessinvestment incomingwere data,strong while job gains have kept pace with the evolving outlook,workforce, and the balanceunemployment ofrate risks.has changed little. The FOMC furtherreiterated indicatedits it is strongly committedcommitment to supporting maximum employment and reducing the annualachieving inflation rate to itsof 2 percent objective.and indicated inflation still remains elevated, in part reflecting supply shocks that have driven price increases in certain sectors.

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 35%36% of the outstanding principal balance of our loans, gross of outstanding interest rate swaps as described further below, as of MarchJune 31,30, 2026 was indexed to a market rate that is expected to re-price with similar magnitude and direction as the federal 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 $1.6$1.3 billion on MarchJune 31,30, 2026, representing approximately 7.0%5.6% of the outstanding principal balance of our loans at that date. For more detail regarding such hedging financial instruments, refer to Note 11, “Derivative Financial Instruments” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q. Refer to the section titled “Management of Market Risk” within this Item 2 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.

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) OREO gains and losses, (vi) merger and acquisition expenses, (vii) non-recurringnonrecurring expenses associated with a staffing reorganization, and (viii) certain discrete tax items. There were no expenses indirectly associated with gains and losses on the sale of other equity investments, OREO gains or losses, or impairment charges on tax credit investments and associated tax credit benefits during the periods presented in this Quarterly Report on Form 10-Q.

(3)The tax effect of amortization of intangible assets was calculated for the three and six months ended MarchJune 31,30, 2026 and 2025 using our combined statutory tax rate of 27.6% and 27.7%, respectively.

Total cash and cash equivalents increaseddecreased by $14.7$60.7 million, or 4.6%,19.2%, to $331.6$256.2 million at MarchJune 31,30, 2026 from $316.9 million at December 31, 2025. This increaseconsistency in the balance of our cash and cash equivalents at June 30, 2026, compared to December 31, 2025, was primarily due to anthe offsetting effect of security purchases, loan originations, a net increase in FHLBtotal advancesdeposits ofand $502.3 millionborrowings, and AFS and HTM maturities and principal paydownspaydowns. Refer to the Statement of $118.6Cash million,Flows partiallyfor offsetadditional by a decrease in total deposits of $365.5 million and a decrease in gross loans of $186.5 million.information. For further discussion of the change in deposits and loans, refer to the later “Loans” and “Deposits” sections in this Item 2.

U.S. government securities: As of bothJune March 31,30, 2026 and December 31, 2025,2025 our U.S. government securities consisted of 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.

State and municipal securities: We invest in fixed rate investment grade bonds issued primarilyby byselect states and municipalities infor ourportfolio local communities within Massachusettsdiversification and bybeneficial thetax Commonwealth of Massachusetts.treatment. The market value of these securities may be affected by call options, long dated maturities, general market liquidity and credit factors.

Our securities portfolio increased $147.7$0.4 million,billion, or 3.3%,8.7%, to $4.6$4.8 billion at MarchJune 31,30, 2026 from $4.4 billion at December 31, 2025. This increase was primarily due to purchases of AFS and HTM securities of $288.0$0.6 millionbillion, partially offset by by AFS and HTM maturities and principal paydowns of $118.6$0.2 million.billion.

We did not have trading investments at MarchJune 31,30, 2026 or December 31, 2025.

A portion of our securities portfolio continues to be tax-exempt. Investments in federally tax-exempt securities totaled $454.9$513.5 million at MarchJune 31,30, 2026 compared to $348.8 million at December 31, 2025.

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 MarchJune 31,30, 2026 and December 31, 2025, we had no securities categorized as Level 3 within the fair value hierarchy.

The following tables show contractual maturities of our AFS and HTM securities and weighted average yields at and for the periods ended MarchJune 31,30, 2026 and December 31, 2025. 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:

We consider our loan portfolio to be relatively diversified by borrower and industry. Our gross loans decreasedincreased $186.5$0.1 million,billion, or 0.8%,0.6%, to $23.4$23.7 billion at MarchJune 31,30, 2026 from $23.6 billion at December 31, 2025. The decreaseincrease was primarily due to paydownscontinued investment in resources targeted to grow our commercial and industrial loan portfolio and ongoing promotion of non-performingour loansconsumer andhome netequity loan payoffs in the commercial real estate, commercial construction and business banking portfolios,products, partially offset by net originationspaydowns ofin commercialour andother industrial loans.portfolios.

We believe that our commercial loan portfolio composition is relatively diversified in terms of industry sectors, property types and various lending specialties, and it is concentrated in the New England geographical area, with 79.3%85.5% of our commercial loans in Massachusetts, New Hampshire, or Rhode Island as of MarchJune 31,30, 2026.

Special mention, substandard and doubtful loans totaled 5.1%4.9% and 5.0% of total commercial loans outstanding at MarchJune 31,30, 2026 and December 31, 2025, respectively.

The delinquency rate of our total loan portfolio increaseddecreased to 0.60%0.51% at MarchJune 31,30, 2026, compared to 0.56% at December 31, 2025.

NPLs decreased $34.7$63.0 million, or 20.1%,36.5%, to $137.7$109.4 million at MarchJune 31,30, 2026 from $172.3 million at December 31, 2025. NPLs as a percentage of total loans decreased to 0.60%0.47% at MarchJune 31,30, 2026 from 0.75% at December 31, 2025. The decrease was primarily due to commercial loan payoffs during the threesix months ended MarchJune 31,30, 2026. Also driving this decline is continued efforts to work with borrowers to either exit certain relationships through sale of the loansales or to otherwise alleviate non-performance through regular payoffs.

The total amount of interest recorded on NPLs during both the threesix months ended MarchJune 31,30, 2026 and 2025 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 $2.1$3.6 million and $2.3$2.8 million for the threesix months ended MarchJune 31,30, 2026 and 2025, 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 MarchJune 31,30, 2026 of loans modified during the three and six months ended MarchJune 31,30, 2026 which were determined to be modifications to borrowers experiencing financial difficulty was $34.0$16.5 million.million and $36.3 million, respectively. The aggregate amortized cost balance as of MarchJune 31,30, 2025 of loans modified during the three and six months ended MarchJune 31,30, 2025 which were determined to be modifications to borrowers experiencing financial difficulty was $4.4$11.0 million.million and $14.2 million, respectively.

As of MarchJune 31,30, 2026 and 2025, there werewas noone loansloan with a balance of $0.2 million that had been modified to a borrower experiencing financial difficulty during the during the twelve-month period then ended and which had subsequently defaulted during the threesix months ended MarchJune 31,30, 20262026. andAs 2025,of respectively.June 30, 2025 there were no loans that had been modified to borrowers experiencing financial difficulty during the during the twelve-month period then ended which had subsequently defaulted during the six months ended June 30, 2025.

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 MarchJune 31,30, 2026 and December 31, 2025, the carrying amount of PCD loans was $619.8$548.1 million and $659.7 million, respectively.

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 $88.9$117.6 million, or 21.5%,28.4%, to $502.6$531.3 million at MarchJune 31,30, 2026 from $413.7 million at December 31, 2025. These loans as a percentage of total loans increased to 2.2%2.3% at MarchJune 31,30, 2026 from 1.8% at December 31, 2025.

Commercial Real Estate Office Exposure. As of MarchJune 31,30, 2026 and December 31, 2025 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 $1.0$1.2 billion and $1.3 billion, respectively. As of MarchJune 31,30, 2026, our office-related CRE loans are primarily concentrated in Massachusetts, where approximately 86.4%87.1% of the total recorded investment balance of office-related CRE loans are located, and approximately 14.3%15.4% 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 MarchJune 31,30, 2026, eight of these loans, which had an aggregate recorded investment balance of $10.8$7.2 million, were on non-accrual status. As of December 31, 2025, four of these loans were on non-accrual status and had an aggregate recorded investment balance of $36.7 million.

The allowance for loan losses decreased by $3.9$6.5 million, or 1.2%,2.0%, to $327.9$325.4 million, or 1.43%1.40% of total loans, at MarchJune 31,30, 2026 from $331.8 million, or 1.44% of total loans at December 31, 2025. The decrease in the allowance for loan losses for the threesix months ended MarchJune 31,30, 2026,2026 was primarily due to charge-offs of loans that were previously reserved for on a specific reserve basis.

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 remained consistent at $16.2$17.3 million at MarchJune 31,30, 2026 compared to $16.4 million at December 31, 2025.

Non-accrual loans increased $46.0$54.7 million, or 50.2%,99.9%, to $137.7$109.4 million at MarchJune 31,30, 2026 from $91.6$54.7 million at MarchJune 31,30, 2025, primarily due to loans acquired from HarborOne in the fourth quarter of 2025, and which were already on non-accrual or were transferred to non-accrual following the completion of the merger. For additional information regarding the credit quality of our loans, see Note 4, “Loans and Allowance for Credit Losses” within the Notes to the Unaudited Consolidated Financial Statements included in Part I, Item 1 in this Quarterly Report on Form 10-Q.

We held an investment in the FHLBB of $38.8$21.3 million and $13.8 million at MarchJune 31,30, 2026 and December 31, 2025, respectively. The amount of stock we are required to purchase is proportional to our FHLB advances and level of total assets. Accordingly, our FHLB borrowingsstock increased primarilydue fromto an increase in our FHLB advances during the threesix months ended MarchJune 31,30, 2026.

The balance of our goodwill and core depositother intangible assetassets was $1.3 billion at both MarchJune 31,30, 2026 and December 31, 2025. We did not record any impairment to our goodwill or other intangible assets during the threesix months ended MarchJune 31,30, 2026.

Deposits decreasedincreased by $0.4 billion, or 1.4%,1.8%, to $25.1$25.9 billion at MarchJune 31,30, 2026 from $25.5 billion at December 31, 2025. This decreaseincrease was primarily driven by regular deposit outflowsinflows primarily comprised of seasonal inflows of municipal deposits during the threesix months ended MarchJune 31,30, 2026.2026 Alsoand contributingincreased to this decrease was the scheduled run-offutilization of brokered certificates of deposit during the three months ended March 31, 2026 that were acquired in our merger with HarborOne.deposit.

The Bank’s estimate of total uninsured deposits was $10.1$10.9 billion and $10.2 billion at MarchJune 31,30, 2026 and December 31, 2025, 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 $7.6$8.0 billion and $8.1 billion at MarchJune 31,30, 2026 and December 31, 2025, respectively.

Other time deposits in excess of the FDIC insurance limit of $250,000, including certificates of depositdeposits as of the dates indicated, had maturities as follows:

Our total borrowings increased by $502.3$183.7 million to $717.2$398.6 million at MarchJune 31,30, 2026 compared to $214.9 million at December 31, 2025. The increase was primarily due to increased balancesutilization of FHLB advances.advances which were used to fund interest-earning asset growth during the six months ended June 30, 2026. Refer to the later “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” section in this Item 2 for additional discussion of our liquidity position.

Comparison of the three and six months ended MarchJune 31,30, 2026 and 2025

Interest and dividend income increased by $73.8$70.6 million, or 27.8%,25.3%, to $339.5$349.9 million during the three months ended MarchJune 31,30, 2026 from $265.7$279.3 million during the three months ended MarchJune 31,30, 2025. The increase was primarily due to an increase in both the average balance of our loan portfolio and an increase in yields ofin our loan and securities portfolios.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 $73.3$67.4 million, or 32.1%,27.9%, to $301.8$308.5 million during the three months ended MarchJune 31,30, 2026 from $228.5$241.1 million during the three months ended MarchJune 31,30, 2025. The increase in interest income on our loans was due to an increase in the average balance and an increase in the yield on our loans.loans, The average balance of our loan portfoliowhich increased $5.2$5.0 billion, or 29.3%,27.6%, to $23.1 billion during the three months ended MarchJune 31,30, 2026 from $17.8$18.1 billion during the three months ended MarchJune 31,30, 2025. This increase was primarily due to loans acquired in connection with our merger with HarborOne, which was completed in November 2025. The overall yield on our loans increased 11 basis points during the three months ended March 31, 2026 in comparison to the three months ended March 31, 2025, which was primarily due to the accretion of the discounts recorded related to loans acquired in our merger with HarborOne.

•Interest income on securities and other short-term investments increased by $0.6$3.2 million, or 1.5%,8.3%, to $37.8$41.4 million during the three months ended MarchJune 31,30, 2026 from $37.2$38.2 million during the three months ended MarchJune 31,30, 2025. The increase was primarily due to an increase in our combined yield on our securities and other short-term investments, which increased 3518 basis points during the three months ended MarchJune 31,30, 2026 in comparison to the three months ended MarchJune 31,30, 2025 due to 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 three months ended March 31, 2026, which primarily resulted from maturities and principal paydowns of AFS and HTM securities.

During the three months ended March 31, 2026, interestInterest expense increased by $18.1$20.7 million to $94.9 million from $76.8$98.0 million during the three months ended MarchJune 31,30, 2026 from $77.3 million during the three months ended June 30, 2025. This increase was primarily due to both an increase in deposit interest expense and an increase in borrowings interest expense.