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What changed in Eastern Bankshares, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Eastern Bankshares, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+546 added−599 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-27)

Top changes in Eastern Bankshares, Inc.'s 2025 10-K

546 paragraphs added · 599 removed · 436 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

120 edited+23 added−30 removed184 unchanged
Biggest changeEmployee Engagement We engage our employees in formal and informal ways. We have 12 employee resource groups (“ERGs”) that reflect our workforce and the communities we serve. The ERGs, which are open to everyone, help ensure that our workforce is inclusive of all employees. Each group serves as a source of professional networking, community building and engagement for all colleagues.
Biggest changeEastern’s Jewish Alliance and IMAN (Faith) Eastern’s Muslim Employee Resource Group, have helped promote cultural understanding, community, and employee programming. Each ERG serves as a source of professional networking, community building and engagement, helping to ensure our workplace remains inclusive for all colleagues. In 2025, we continued to expand opportunities for employees to connect directly with leadership.
Shared Value Investments LLC, a wholly owned subsidiary that invests in low income housing and other tax credit investments; 5. High Street Securities Corporation, a wholly owned subsidiary engaged in buying, selling, dealing in and holding securities; and 6.
Shared Value Investments LLC, a wholly owned subsidiary that invests in low income housing and other tax credit investments; 5. High Street Securities Corporation, a wholly owned subsidiary engaged in buying, selling, dealing in and holding securities; 6.
Loan Sales and Purchases We generally originate commercial loans for our portfolio, although we sell participation interests in commercial and industrial loans and commercial real estate loans to local financial institutions, primarily on the portion of loans exceeding our borrowing limits. We purchase loan participations from other financial institutions.
Commercial Loan Sales and Purchases We generally originate commercial loans for our portfolio, although we sell participation interests in commercial and industrial loans and commercial real estate loans to local financial institutions, primarily on the portion of loans exceeding our borrowing limits. We purchase loan participations from other financial institutions.
In general and subject to constraints under federal law, Massachusetts-chartered banks may invest in preferred and common shares of any corporation organized under the laws of the United States or any state provided such investments do not involve control of any corporation and do not, in the aggregate, exceed 4.0% of the bank’s deposits and have separate authority to invest up to 15% of the bank’s assets in shares listed on a national share exchange in the United States.
In general and subject to constraints under federal law, Massachusetts-chartered banks may invest in preferred and common shares of any corporation organized under the laws of the United States or any state 11 provided such investments do not involve control of any corporation and do not, in the aggregate, exceed 4.0% of the bank’s deposits and have separate authority to invest up to 15% of the bank’s assets in shares listed on a national share exchange in the United States.
Paper copies of all such filings are available free of charge by request via email (investor.relations@easternbank.com), telephone (781-598-7920) or mail (Eastern Bankshares, Inc. Investor Relations at 125 High Street, Boston, MA 02110). The information contained or incorporated on our website is not a part of this Annual Report on Form 10-K.
Paper copies of all such filings are available free of charge by request via email (investor.relations@easternbank.com), telephone (781-598-7920) or mail (Eastern Bankshares, Inc. Investor Relations at 125 22 High Street, Boston, MA 02110). The information contained or incorporated on our website is not a part of this Annual Report on Form 10-K.
Loan operations are also subject to state and federal laws applicable to credit transactions, such as the: • Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; • Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; 18 • Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies; • Massachusetts Debt Collection Regulations, establishing standards, by defining unfair or deceptive acts or practices, for the collection of debts from persons within the Commonwealth of Massachusetts and the General Laws of Massachusetts, Chapter 167E, which governs Eastern Bank’s lending powers; and • Rules and regulations of the various federal and state agencies charged with the responsibility of implementing such federal and state laws.
Loan operations are also subject to state and federal laws applicable to credit transactions, such as the: • Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; • Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; • Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies; 17 • Massachusetts Debt Collection Regulations, establishing standards, by defining unfair or deceptive acts or practices, for the collection of debts from persons within the Commonwealth of Massachusetts and the General Laws of Massachusetts, Chapter 167E, which governs Eastern Bank’s lending powers; and • Rules and regulations of the various federal and state agencies charged with the responsibility of implementing such federal and state laws.
In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial.
In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic 7 losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial.
Underwriting considerations include, among others, income sources and their reliability, willingness to repay as evidenced by credit repayment history, financial resources including cash reserves and the value of the collateral. We maintain policy standards for minimum credit score and cash reserves and maximum loan to value consistent with a “prime” portfolio. 8 Collateral consists of mortgage liens on residential dwellings.
Underwriting considerations include, among others, income sources and their reliability, willingness to repay as evidenced by credit repayment history, financial resources including cash reserves and the value of the collateral. We maintain policy standards for minimum credit score and cash reserves and maximum loan to value consistent with a “prime” portfolio. Collateral consists of mortgage liens on residential dwellings.
Such powers and activities must be subject to the same limitations and restrictions imposed on the national bank, federal thrift or out-of-state bank that exercised the power or activity. A Massachusetts bank may exercise such powers, and engage in such activities by providing 30 days’ advanced written notice to the Massachusetts Commissioner of Banks. Loans to One Borrower Limitations.
Such powers and activities must be subject to the same limitations and restrictions imposed on the national bank, federal thrift or out-of-state bank that exercised the power or activity. A Massachusetts bank may exercise such powers, and engage in such activities by providing 30 days’ advanced written notice to the Massachusetts Commissioner of Banks. 12 Loans to One Borrower Limitations.
For example, a risk weight of 0% is assigned to cash and certain United States government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one to four- family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of up to 600% is assigned to permissible equity interests, depending on certain specified factors.
For example, a risk weight of 0% is assigned to cash and certain United States government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one to four- family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight 13 of 150% is assigned to certain past due loans and a risk weight of up to 600% is assigned to permissible equity interests, depending on certain specified factors.
We also face legal exposure associated with employment actions, which at times can result in matters against Eastern Bank before the Massachusetts Commission Against Discrimination or the U.S. Equal Employment Opportunity Commission. Actual or threatened legal actions against us include claims for substantial amounts of compensatory damages, claims for intermediate amounts of compensatory damages and claims for punitive damages.
We also face legal exposure associated with employment actions, which at times can result in matters against Eastern Bank before the Massachusetts Commission Against Discrimination or the U.S. Equal Employment Opportunity Commission. Actual or threatened legal actions against us may include claims for substantial amounts of compensatory damages, claims for intermediate amounts of compensatory damages and claims for punitive damages.
Under Section 22(h) of the Federal Reserve Act, loans to a director, an executive officer and to a greater than 10.0% shareholder of a financial institution, and certain affiliated interests of these, together with 15 all other outstanding loans to such person and affiliated interests, may not exceed specified limits.
Under Section 22(h) of the Federal Reserve Act, loans to a director, an executive officer and to a greater than 10.0% shareholder of a financial institution, and certain affiliated interests of these, together with all other outstanding loans to such person and affiliated interests, may not exceed specified limits.
We focus our commercial real estate lending on properties within our primary market area but will originate commercial real estate loans on properties located outside this area based on an established relationship with a strong borrower. We intend to continue to grow our commercial real estate loan portfolio while maintaining prudent underwriting 7 standards.
We focus our commercial real estate lending on properties within our primary market area but will originate commercial real estate loans on properties located outside this area based on an established relationship with a strong borrower. We intend to continue to grow our commercial real estate loan portfolio while maintaining prudent underwriting standards.
In addition, a nonmember bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a “financial subsidiary” if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes. 14 Interstate Banking and Branching.
In addition, a nonmember bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a “financial subsidiary” if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes. Interstate Banking and Branching.
Some of the principal activities that the Federal Reserve Board has determined by regulation to be so closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing discount brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property; (vi) making investments in corporations or projects designed primarily to 19 promote community welfare; and (vii) acquiring a savings and loan association whose direct and indirect activities are limited to those permitted for bank holding companies.
Some of the principal activities that the Federal Reserve Board has determined by regulation to be so closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing discount brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property; (vi) making investments in corporations or projects designed primarily to 18 promote community welfare; and (vii) acquiring a savings and loan association whose direct and indirect activities are limited to those permitted for bank holding companies.
An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a common equity Tier 1 ratio of less than 3.0% or a leverage ratio of less than 3.0%.
An institution is deemed to be 14 “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a common equity Tier 1 ratio of less than 3.0% or a leverage ratio of less than 3.0%.
Federal Securities Laws The class of common stock of Eastern Bankshares, Inc. is registered with the Securities and Exchange Commission under the Exchange Act, and therefore Eastern Bankshares Inc. and our shareholders are subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Exchange Act. 20 The registration under the Securities Act of 1933 of shares of common stock issued in Eastern Bankshares, Inc.’s IPO under the Securities Act of 1933, as amended (“Securities Act”) does not cover the resale of those shares.
Federal Securities Laws The class of common stock of Eastern Bankshares, Inc. is registered with the Securities and Exchange Commission under the Exchange Act, and therefore Eastern Bankshares Inc. and our shareholders are subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Exchange Act. 19 The registration under the Securities Act of 1933 of shares of common stock issued in Eastern Bankshares, Inc.’s IPO under the Securities Act of 1933, as amended (“Securities Act”) does not cover the resale of those shares.
Where available information indicates that it is probable a liability has been incurred at the date of the Consolidated Financial Statements and we can reasonably estimate the amount of that loss, we accrue the estimated loss as a charge to income. 21 In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss.
Where available information indicates that it is probable a liability has been incurred at the date of the Consolidated Financial Statements and we can reasonably estimate the amount of that loss, we accrue the estimated loss as a charge to income. 20 In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss.
In addition, we offer automated lock box collection services, cash management services and account reconciliation services to our corporate and institutional customers, as well as cash management services to our municipal clients. The only entity controlled directly by Eastern Bankshares, Inc. is Eastern Bank, which is a wholly owned subsidiary. Eastern Bank controls six active subsidiaries as follows: 1.
In addition, we offer automated lock box collection services, cash management services and account reconciliation services to our corporate and institutional customers, as well as cash management services to our municipal clients. The only entity controlled directly by Eastern Bankshares, Inc. is Eastern Bank, which is a wholly owned subsidiary. Eastern Bank controls eight active subsidiaries as follows: 1.
Federal Reserve System Historically, the Federal Reserve Board regulations required depository institutions to maintain interest-earning reserves against their transaction accounts. However, in March of 2020, the Federal Reserve Board eliminated reserve requirements and therefore there was no minimum reserve requirement as of December 31, 2024. The Federal Reserve Board has stated that it has no plans to re-impose reserve requirements.
Federal Reserve System Historically, the Federal Reserve Board regulations required depository institutions to maintain interest-earning reserves against their transaction accounts. However, in March of 2020, the Federal Reserve Board eliminated reserve requirements and therefore there was no minimum reserve requirement as of December 31, 2025. The Federal Reserve Board has stated that it has no plans to re-impose reserve requirements.
Eastern Bank’s most recent 2022 CRA performance rating under Massachusetts law was “Outstanding.” On October 24, 2023, the FDIC, the Office of the Comptroller of the Currency (the “OCC”), and the Federal Reserve Board jointly issued a final rule that makes comprehensive amendments to the FDIC’s regulation implementing the 17 CRA.
Eastern Bank’s most recent 2022 CRA performance rating under Massachusetts law was “Outstanding.” On October 24, 2023, the FDIC, the Office of the Comptroller of the Currency (the “OCC”), and the Federal Reserve Board jointly issued a final rule that makes comprehensive amendments to the FDIC’s regulation implementing the 16 CRA.
We will look to opportunistically hire talented employees with a continued emphasis on recruiting highly motivated, growth-oriented managers and employees who can establish and maintain long-term customer relationships that are key to our business, brand and culture. Manage risk to navigate a range of economic environments.
We will look to opportunistically hire talented employees with a continued emphasis on recruiting highly motivated, growth-oriented managers and employees who can establish and maintain long-term customer relationships that are key to our business, brands and culture. Manage risk to navigate a range of economic environments.
The FDIC is required, with certain exceptions, to appoint a receiver or conservator for an insured state nonmember bank if that bank was “critically undercapitalized” on average during the calendar quarter beginning 270 days after the date on which the institution became “critically undercapitalized.” The FDIC may also appoint itself as conservator or receiver for an insured state non-member bank under specified circumstances, including: insolvency; substantial dissipation of assets or earnings through violations of law or unsafe or unsound practices; existence of an unsafe or unsound condition to transact business; insufficient capital; or the incurrence of losses that will deplete substantially all of the institution’s capital with no reasonable prospect of replenishment without federal assistance.
The FDIC is required, with certain exceptions, to appoint a receiver or conservator for an insured state nonmember bank if that bank was “critically undercapitalized” on average during the calendar quarter beginning 270 days after the date on which the institution became “critically undercapitalized.” The FDIC may also appoint itself as conservator or receiver for an insured state non-member bank under specified circumstances, including: insolvency; substantial dissipation of assets or earnings through violations of law or unsafe or unsound practices; existence of an unsafe or unsound condition to transact business; insufficient capital; or the incurrence of losses that will deplete substantially all of the institution’s capital with no reasonable prospect of replenishment without federal assistance. 15 Federal Insurance of Deposit Accounts.
An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%. As of December 31, 2024, Eastern Bank was a “well capitalized” institution under FDIC regulations.
An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%. As of December 31, 2025, Eastern Bank was a “well capitalized” institution under FDIC regulations.
The FHLB provides a central credit facility primarily for member institutions. Members of the FHLB are required to acquire and hold shares of capital stock in the FHLB bank of which they are a member. Eastern Bank acquired capital shares in the FHLBB and was in compliance with this requirement at December 31, 2024.
The FHLB provides a central credit facility primarily for member institutions. Members of the FHLB are required to acquire and hold shares of capital stock in the FHLB bank of which they are a member. Eastern Bank acquired capital shares in the FHLBB and was in compliance with this requirement at December 31, 2025.
Based on redemption provisions of the FHLBB, the shares have no quoted market value and are carried at cost. Eastern Bank reviews for impairment based on the ultimate recoverability of the cost basis of the FHLBB shares. As of December 31, 2024, no impairment had been recognized. At its discretion, the FHLBB may declare dividends on the shares.
Based on redemption provisions of the FHLBB, the shares have no quoted market value and are carried at cost. Eastern Bank reviews for impairment based on the ultimate recoverability of the cost basis of the FHLBB shares. As of December 31, 2025, no impairment had been recognized. At its discretion, the FHLBB may declare dividends on the shares.
We seek to expand our market share in existing and contiguous markets across our businesses by leveraging our distinctive brand and delivering a diverse suite of tailored, high-quality solutions through a consultative, relationship-based approach reinforced by superior customer service.
We seek to expand our market share in existing and contiguous markets across our businesses by leveraging our distinctive brands and delivering a diverse suite of tailored, high-quality solutions through a consultative, relationship-based approach reinforced by superior customer service.
Federal Insurance of Deposit Accounts. Eastern Bank is a member of the Deposit Insurance Fund, which is administered by the FDIC. The Deposit Insurance Fund provides deposit insurance of $250,000 per depositor, per insured bank, for each of the eight ownership categories defined by the FDIC, provided that the requirements for each ownership category are met.
Eastern Bank is a member of the Deposit Insurance Fund, which is administered by the FDIC. The Deposit Insurance Fund provides deposit insurance of $250,000 per depositor, per insured bank, for each of the eight ownership categories defined by the FDIC, provided that the requirements for each ownership category are met.
For additional information, see Note 17, “Commitments and Contingencies” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
For additional information, see Note 18, “Commitments and Contingencies” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
Loans in this category consist of lines of credit and term loans extended to businesses and corporate enterprises for the purpose of financing working capital, facilitating equipment purchases and facilitating acquisitions. As of December 31, 2024, we had total commercial and industrial loans of $3.3 billion, representing 18.4% of our total loans.
Loans in this category consist of lines of credit and term loans extended to businesses and corporate enterprises for the purpose of financing working capital, facilitating equipment purchases and facilitating acquisitions. As of December 31, 2025, we had total commercial and industrial loans of $4.3 billion, representing 18.6% of our total loans.
Dividend income from the FHLB during the year ended December 31, 2024 was $0.9 million. There can be no assurance that such dividends will continue in the future. Holding Company Regulation Eastern Bankshares, Inc. is subject to examination, regulation, and periodic reporting under the Bank Holding Company Act of 1956, as amended, as administered by the Federal Reserve Board.
Dividend income from the FHLB during the year ended December 31, 2025 was $0.5 million. There can be no assurance that such dividends will continue in the future. Holding Company Regulation Eastern Bankshares, Inc. is subject to examination, regulation, and periodic reporting under the Bank Holding Company Act of 1956, as amended, as administered by the Federal Reserve Board.
A portion of our commercial real estate loans were included in the SNC Program portfolio discussed above. Our commercial real estate loan portfolio also includes IRB loans as of December 31, 2024.
A portion of our commercial real estate loans were included in the SNC Program portfolio discussed above. Our commercial real estate loan portfolio also includes IRB loans as of December 31, 2025.
In managing the commercial and industrial loan portfolio, we focus on the size of the customer’s lending relationship, which we view as the aggregate amount of all loans and loan commitments outstanding to a commercial borrower and any related borrowers or guarantors. The average commercial and industrial lending relationship by balance at December 31, 2024 was $3.4 million.
In managing the commercial and industrial loan portfolio, we focus on the size of the customer’s lending relationship, which we view as the aggregate amount of all loans and loan commitments outstanding to a commercial borrower and any related borrowers or guarantors. The average commercial and industrial lending relationship by balance at December 31, 2025 was $3.8 million.
There are approximately 3.3 million households in the Boston–Worcester–Providence CSA with an average of 2.4 persons per household. Median household income in 2023 (the latest date for which such information is available) for the Boston–Worcester–Providence CSA was approximately $100,000 compared to $80,000 for the United States as a whole.
There are approximately 3.3 million households in the Boston–Worcester–Providence CSA with an average of 2.4 persons per household. Median household income in 2024 (the latest date for which such information is available) for the Boston–Worcester–Providence CSA was approximately $105,000 compared to $80,000 for the United States as a whole.
With an estimated population of 8.3 million, the Boston–Worcester–Providence CSA is the seventh largest CSA in the United States based upon 2023 population data (the latest date for which such information is available). We believe the Boston–Worcester–Providence CSA provides a well-diversified and resilient economic base.
With an estimated population of 8.5 million, the Boston–Worcester–Providence CSA is the seventh largest CSA in the United States based upon 2024 population data (the latest date for which such information is available). We believe the Boston–Worcester–Providence CSA provides a well-diversified and resilient economic base.
Approximately 47.0% of the population in the Boston–Worcester–Providence CSA age 25 or older has at least a bachelor’s degree, compared to 36.2% for the United States as a whole as of December 31, 2024. Major employment sectors range from education, services, manufacturing and wholesale and retail trade, to finance, technology and health care.
Approximately 47.3% of the population in the Boston–Worcester–Providence CSA age 25 or older has at least a bachelor’s degree, compared to 36.9% for the United States as a whole as of December 31, 2025. Major employment sectors range from education, services, manufacturing and wholesale and retail trade, to finance, technology and health care.
However, they may adjust reserve requirement ratios in the future if conditions warrant. The annual interest rate on reserve balances was 4.4% as of December 31, 2024. Federal Home Loan Bank System Eastern Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks.
However, they may adjust reserve requirement ratios in the future if conditions warrant. The annual interest rate on reserve balances was 3.7% as of December 31, 2025. Federal Home Loan Bank System Eastern Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks.
At December 31, 2024, total deposits were $21.3 billion. Deposits originating through our branch banking network have traditionally been the principal source of our funds for use in lending and for other general business purposes. We offer a range of demand deposits, interest checking, money market accounts, savings accounts and time certificates of deposit.
At December 31, 2025, total deposits were $25.5 billion. Deposits originating through our branch banking network have traditionally been the principal source of our funds for use in lending and for other general business purposes. We offer a range of demand deposits, interest checking, money market accounts, savings accounts and time certificates of deposit.
Under this method of accounting, the respective assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of consideration paid over the estimated fair value of the net assets acquired totaled $357.3 million and was recorded as goodwill. The results of Cambridge’s operations were included in the our consolidated financial statements subsequent to the merger date.
Under this method of accounting, the respective assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of consideration paid over the estimated fair value of the net assets acquired totaled $202.2 million and was recorded as goodwill. The results of HarborOne’s operations were included in our Consolidated Financial Statements subsequent to the merger date.
Decisions about whether to sell or retain residential loans are made based on the interest rate characteristics, pricing for loans in the secondary mortgage market, competitive factors and our capital needs, although we generally retain non-conforming residential loans in our portfolio.
We originate residential loans either for sale to investors or to retain in our loan portfolio. Decisions about whether to sell or retain residential loans are made based on the interest rate characteristics, pricing for loans in the secondary mortgage market, competitive factors and our capital needs, although we generally retain non-conforming residential loans in our portfolio.
Based on data from the FDIC as of June 30, 2024 (the latest date for which information is available), we had a weighted average deposit market share of 6.5% for the seven separate banking markets tracked by the Federal Reserve Board in which we have at least one branch.
Based on data from the FDIC as of June 30, 2025 (the latest date for which information is available), we had a weighted average deposit market share of 7.2% for the seven separate banking markets tracked by the Federal Reserve Board in which we have at least one branch.
As of December 31, 2024, we had repurchased $2.1 billion reciprocal deposits from other IntraFi Network banks and had no additional capacity. Borrowings. At December 31, 2024, total borrowings were $93.9 million. Borrowings consist of both short-term and long-term borrowings and primarily consist of FHLB advances. Borrowings provide us with one source of funding.
As of December 31, 2025, we had repurchased $2.3 billion reciprocal deposits from other IntraFi Network banks and had no additional capacity. Borrowings. At December 31, 2025, total borrowings were $214.9 million. Borrowings consist of both short-term and long-term borrowings and primarily consist of FHLB advances. Borrowings provide us with one source of funding.
At December 31, 2024, Eastern Bank exceeded the regulatory requirement for the capital conservation buffer.
At December 31, 2025, Eastern Bank exceeded the regulatory requirement for the capital conservation buffer.
We had $2.4 billion of borrowing capacity remaining with the FHLBB at December 31, 2024. See Note 10, “Borrowed Funds” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for more information regarding borrowings.
We had $3.0 billion of borrowing capacity remaining with the FHLBB at December 31, 2025. See Note 11, “Borrowed Funds” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for more information regarding borrowings.
In the Boston market, which accounted for 93.3% of our deposits as of June 30, 2024, our market share was 4.0%, representing the fifth largest deposit share in that market. We also face competition for deposits from other financial services companies such as securities brokerage firms, credit unions, insurance companies and money market funds.
In the Boston market, which accounted for 91.2% of our deposits as of June 30, 2025, our market share was 4.4%, representing the fifth largest deposit share in that market. We also face competition for deposits from other financial services companies such as securities brokerage firms, credit unions, insurance companies and money market funds.
Approximately 63.9% of our commercial and industrial loan exposure at December 31, 2024 was to customers headquartered within our primary lending market, which consists of eastern and central Massachusetts, southern New Hampshire, including the seacoast region, and northern Rhode Island, although we participate in the syndicated loan market and the SNC Program.
Approximately 68.1% of our commercial and industrial loan exposure at December 31, 2025 was to customers headquartered within our primary lending market, which consists of eastern and central Massachusetts, southern New Hampshire, including the seacoast region, and Rhode Island, although we participate in the syndicated loan market and the SNC Program.
For further information regarding risks related to regulatory actions and litigation, please refer to “Risk Factors—Risks Related to Our Business—Operational risks are inherent in our businesses,” “Risk Factors—Risks Related to Regulations” in Part I, Item 1A of this Annual Report on Form 10-K. Human Capital Management Human Capital Management has always been at the heart of our Company.
For further information regarding risks related to regulatory actions and litigation, please refer to “Risk Factors—Risks Related to Our Business—Operational risks are inherent in our businesses,” “Risk Factors—Risks Related to Regulations” in Part I, Item 1A of this Annual Report on Form 10-K. Human Capital Management Human Capital Management is critical to the success of our Company.
Because the estimated loss pursuant to the systemic risk determination will be periodically adjusted, the FDIC retains the ability to cease collection early, extend the special assessment collection period one or more quarters beyond the initial eight-quarter collection period to collect the difference between actual or estimated losses and the amounts collected, and impose a final shortfall special assessment on a one-time basis after the receiverships for SVB and Signature Bank terminate.
Because the estimated loss pursuant to the systemic risk determination will be periodically adjusted, the FDIC retains the ability to cease collection early, extend the special assessment collection period beyond the initial eight-quarter collection period to collect the difference between actual or estimated losses and the amounts collected, and impose a final shortfall special assessment on a one-time basis.
Our one- to four-family residential real estate loan portfolio consists of mortgage loans that enable borrowers to purchase or refinance existing homes, most of which serve as the primary residence of the owner. As of December 31, 2024, we had total residential real estate loans of $3.9 billion, representing 22.1% of our total loans.
Our one- to four-family residential real estate loan portfolio consists of mortgage loans that enable borrowers to purchase or refinance existing homes, most of which serve as the primary residence of the owner. As of December 31, 2025, we had total residential real estate loans of $5.2 billion, representing 22.7% of our total loans.
Leverage technology to enhance customer experience and drive operating efficiencies. We have made significant investments in our technology to ensure we can deliver high-quality, innovative products and services to our customers. We are committed to regularly investing in technology and data analytics, as we are positioning our franchise for the future.
We have made significant investments in our technology to ensure we can deliver high-quality, innovative products and services to our customers. We are committed to regularly investing in technology and data analytics, as we are positioning our franchise for the future.
The average tenure of our commercial and industrial portfolio varies according to market conditions but at December 31, 2024 it was approximately 6.3 years.
The average tenure of our commercial and industrial portfolio varies according to market conditions but at December 31, 2025 it was approximately 5.5 years.
Loans in this category include mortgage loans and lines of credit on commercial real estate, both investment and owner occupied. Property types financed include office, industrial, multi-family, affordable housing, retail, hotel and other type properties. As of December 31, 2024, we had total commercial real estate loans of $7.0 billion, representing 39.6% of our total loans.
Loans in this category include mortgage loans and lines of credit on commercial real estate, both investment and owner occupied. Property types financed include office, industrial, multi-family, affordable housing, retail, hotel and other type properties. As of December 31, 2025, we had total commercial real estate loans of $9.4 billion, representing 40.8% of our total loans.
At December 31, 2024, our ten largest commercial and industrial lending relationships, including relationships with combined commercial and industrial and owner-occupied commercial real estate exposure (e.g., combination of outstanding principal balance and undrawn commitment amount), had an average exposure of $82.7 million and ranged in exposure size from $59.0 million to $228.2 million.
At December 31, 2025, our ten largest commercial and industrial lending relationships, including relationships with combined commercial and industrial and owner-occupied commercial real estate exposure (e.g., combination of outstanding principal balance and undrawn commitment amount), had an average exposure of $87.5 million and ranged in exposure size from $56.7 million to $277.0 million.
As of December 31, 2024, owner occupied loans totaled $947.2 million, representing 13.4%, of our commercial real estate loans. Collateral values are established by independent third-party appraisals and evaluations. The primary repayment sources include operating income generated by the real estate, permanent debt refinancing and/or proceeds from the sale of the real estate.
As of December 31, 2025, owner occupied loans totaled $1.2 billion, representing 12.9%, of our commercial real estate loans. Collateral values are established by independent third-party appraisals and evaluations. The primary repayment sources include operating income generated by the real estate, permanent debt refinancing and/or proceeds from the sale of the real estate.
As of December 31, 2024, the balance of loan participations purchased during the year then ended was $209.2 million.
As of December 31, 2025, the balance of loan participations purchased during the year then ended was $769.2 million.
Exceptions are reported to the Risk Management Committee of the Board of Directors quarterly. 9 Loans-to-One Borrower Limit and Loan Category Concentration The maximum amount that we may lend to one borrower and its related entities generally is limited, by statute, to 20% of our capital, which is defined under Massachusetts law as the sum of our capital shares, surplus account and undivided profits.
Loans-to-One Borrower Limit and Loan Category Concentration The maximum amount that we may lend to one borrower and its related entities generally is limited, by statute, to 20% of our capital, which is defined under Massachusetts law as the sum of our capital shares, surplus account and undivided profits.
At December 31, 2024, our regulatory limit on loans-to-one borrower was $722.4 million. Our internal loans-to-one borrower (and related entities) limits vary based upon factors such as loan type, industry, and risk rating. As of December 31, 2024, our maximum internal limit on loans-to-one borrower (and related entities) was $125.0 million.
At December 31, 2025, our regulatory limit on loans-to-one borrower was $868.1 million. Our internal loans-to-one borrower (and related entities) limits vary based upon factors such as loan type, industry, and risk rating. As of December 31, 2025, our maximum internal limit on loans-to-one borrower (and related entities) was $200.0 million.
Massachusetts has adopted statutory and regulatory requirements intended to protect personal information. The requirements are similar to federal laws such as the Gramm-Leach-Bliley Act, discussed below under “—Federal Bank Regulation—Privacy Regulations.” They require organizations to establish written information 12 security programs to prevent identity theft and other fraud.
The requirements are similar to federal laws such as the Gramm-Leach-Bliley Act, discussed below under “—Federal Bank Regulation—Privacy Regulations.” They require organizations to establish written information security programs to prevent identity theft and other fraud.
As of December 31, 2024, we had total commercial construction loans of $491.6 million, representing 2.8% of our total loans. The majority of the loans in this category, measured by the outstanding loan balance as of December 31, 2024, are secured by properties located in our primary lending area.
As of December 31, 2025, we had total commercial construction loans of $563.5 million, representing 2.4% of our total loans. The majority of the loans in this category, measured by the outstanding loan balance as of December 31, 2025, are secured by properties located in our primary lending area.
We believe this will result in disciplined growth of low-cost deposits, loans with attractive risk-adjusted returns and a steady stream of fee income. Our relationship-based approach has enabled us to achieve disciplined organic growth over time, and we expect this trend to continue. Pursue opportunistic acquisitions.
We believe this will result in disciplined growth of low-cost deposits, loans with attractive risk-adjusted returns and a steady stream of fee income. Our relationship-based approach has enabled us to achieve disciplined organic growth over time, and we expect this trend to continue. Leverage technology to enhance customer experience and drive operating efficiencies.
We were recognized as a 2024 Best Place to Work for Disability Inclusion by the Disability: In Equality Index and as a “2024 Best Place for Working Parents.” We were also recognized in 2024 as a “Best Place to Work” for LGBTQ+ equality by the Human Rights Campaign for the 11th consecutive year.
We were recognized as a 2025 Best Place to Work for Disability Inclusion by Disability:IN’s Disability Index for the second year in a row and as a “2025 Best Place for Working Parents.” We were also recognized in 2025 as a “Best Place to Work” for LGBTQ+ equality by the Human Rights Campaign for the 12th consecutive year.
We offer a broad range of products, including lines of credit and term loans. We primarily target companies and institutions with annual revenues of $10 million to $500 million and strive to serve as the lead bank for customers with multi-product, long-term, profitable relationships with an emphasis on building long-term relationships.
We primarily target companies and institutions with annual revenues of $10 million to $500 million and strive to serve as the lead bank for customers with multi-product, long-term, profitable relationships with an emphasis on building long-term 6 relationships.
Eastern Bank’s deposits are insured up to applicable limits by the FDIC. Eastern Bank is subject to extensive regulation by the Massachusetts Commissioner of Banks, as its chartering authority, and by the FDIC, as its primary federal regulator.
Eastern Bank is subject to extensive regulation by the Massachusetts Commissioner of Banks, as its chartering authority, and by the FDIC, as its primary federal regulator.
In recent years, we have focused significant effort on and invested heavily in our infrastructure to create sophisticated and competitive products and services, a strong, experienced work force, and awareness of our banking brand. We also plan to grow by acquisition.
In recent years, we have focused significant effort on and invested heavily in our infrastructure to create sophisticated and competitive products and services, a strong, experienced work force, and awareness of our banking and wealth management brands.
We monitor our trademarks and vigorously oppose the infringement of any of our marks as appropriate. Available Information We file annual, quarterly, and current reports, proxy statements and other information required by the Exchange Act with the SEC. Our SEC filings are available to the public from the SEC’s internet site at www.SEC.gov.
Available Information We file annual, quarterly, and current reports, proxy statements and other information required by the Exchange Act with the SEC. Our SEC filings are available to the public from the SEC’s internet site at www.SEC.gov.
Most of our construction loans are interest-only loans that provide for the payment of interest during the construction phase, which is usually up to 36 months, although the terms of some construction loans are extended, generally for periods of six to 12 months.
Our commercial construction loan portfolio also includes IRB loans as of December 31, 2025. Most of our construction loans are interest-only loans that provide for the payment of interest during the construction phase, which is usually up to 36 months, although the terms of some construction loans are extended, generally for periods of six to 12 months.
As of December 31, 2024, we held loan participation interests, including SNCs, totaling $2.1 billion in loans originated by other lenders, consisting of $1.0 billion of commercial and industrial loan participations, $944.4 million of commercial real estate loan participations, $159.2 million of commercial construction loan participations, and less than $1.6 million of business banking loan participations.
As of December 31, 2025, we held loan participation interests, including SNCs, totaling $3.3 billion in loans originated by other lenders, consisting of $1.5 billion of commercial and industrial loan participations, $1.6 billion of commercial real estate loan participations, $190.2 million of commercial construction loan participations, and $1.1 million of business banking loan participations.
Among other benefits, in 2024, we offered our employees three separate retirement benefits, which we believe helps us attract and retain top talent: a defined pension benefit plan, a 401(k) contribution, and an employee stock ownership plan (“ESOP”) through which Company stock is allocated to all eligible employees (based on age and hours worked), ensuring most of our employees are also shareholders.
In 2025, we continued to offer three separate retirement benefits, which we believe helps us attract and retain top talent: a defined pension benefit plan, a 401(k) contribution, and an employee stock ownership plan (“ESOP”) through which Company stock is allocated to all eligible employees (based on age and hours worked).
As a member of the FHLBB, we are required to purchase shares in the FHLBB. Accordingly, we had invested $5.9 million in shares of the FHLBB and had $17.6 million outstanding in FHLBB borrowings with original maturities ranging from 3 years to 20 years at December 31, 2024.
As a member of the FHLBB, we are required to purchase shares in the FHLBB. Accordingly, we had invested $13.8 million in shares of the FHLBB and had $199.6 million outstanding in FHLBB borrowings with original maturities ranging from 1 year to 20 years at December 31, 2025.
Increased competition for deposits and the origination of loans could limit our growth in the future. Recent Acquisitions Bank Acquisitions During the past two decades, we have been able to expand our banking business through a combination of internal or “organic” growth complemented by opportunistic strategic transactions.
Increased competition for deposits and the origination of loans could limit our growth in the future. Recent Bank Acquisitions Since our 2020 IPO, we have expanded our banking business through a combination of internal or “organic” growth complemented by opportunistic strategic transactions.
To help ensure pay equity, we conduct pay equity analyses on an annual basis with the assistance of external advisors. We also seek fairness in total compensation by utilizing market data, conducting internal compensation comparison analyses, and engaging expert independent compensation and benefits consulting firms for industry benchmarking.
To help ensure pay equity across the organization, we conduct annual pay equity analyses with the support of external advisors. We also seek to offer competitive compensation by utilizing market data, conducting compensation comparison analyses and engaging expert independent compensation and benefits consulting firms for industry benchmarking.
The average outstanding loan balance in our commercial real estate portfolio was approximately $3.7 million as of December 31, 2024, although we originate commercial real estate loans with balances significantly larger than this average. At December 31, 2024, our ten largest commercial real estate loans had an average exposure of $35.6 million, ranging from $30.0 million to $49.8 million.
The average outstanding loan balance in our commercial real estate portfolio was approximately $4.1 million as of December 31, 2025, although we originate commercial real estate loans with balances significantly larger than this average. At December 31, 2025, our ten largest commercial real estate loans had an average exposure of $38.1 million, ranging from $34.8 million to $48.9 million.
Eastern Bank is a member of the FHLB of Boston, sometimes referred to herein as the “FHLBB.” The primary reason for our FHLBB membership is to gain access to a reliable source of wholesale funding, particularly term funding, as a tool to manage liquidity and interest rate risk.
Maintaining available borrowing capacity with the FHLB provides us with a contingent source of liquidity. Eastern Bank is a member of the FHLB of Boston (the FHLBB). The primary reason for our FHLBB membership is to gain access to a reliable source of wholesale funding, particularly term funding, as a tool to manage liquidity and interest rate risk.
In addition, the Massachusetts Commissioner of Banks has the authority to appoint the FDIC as a receiver or conservator if the Massachusetts Commissioner of Banks or the FDIC determine that a Massachusetts-chartered bank is conducting business in an unsafe or unauthorized manner, and under certain other circumstances. 11 The powers that Massachusetts-chartered banks can exercise under these laws include, but are not limited to, the following: Lending Activities.
In addition, the Massachusetts Commissioner of Banks has the authority to appoint the FDIC as a receiver or conservator if the Massachusetts Commissioner of Banks or the FDIC determine that a Massachusetts-chartered bank is conducting business in an unsafe or unauthorized manner, and under certain other circumstances.
Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital. Additional Tier 1 capital includes certain noncumulative perpetual preferred shares and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital.
For purposes of the regulatory capital requirements, common equity Tier 1 capital is generally defined as common shareholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital. Additional Tier 1 capital includes certain noncumulative perpetual preferred shares and related surplus and minority interests in equity accounts of consolidated subsidiaries.
Depending on the results of Eastern Bank’s performance under that scorecard, the total base assessment rate is between 1.5 and 40 basis points.
Depending on the results of Eastern Bank’s performance under that scorecard, the total base assessment rate is between 1.5 and 40 basis points. The FDIC Board of Directors may also impose special assessments under stressed circumstances.
Described below are the material elements of selected laws and regulations applicable to us, the Bank, our subsidiaries and our affiliates. These descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described. General Eastern Bank is a Massachusetts-chartered non-member bank.
These descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described. General Eastern Bank is a Massachusetts-chartered non-member bank. Eastern Bank’s deposits are insured up to applicable limits by the FDIC.
At December 31, 2024, our ten largest construction loans had an average exposure of $30.1 million, ranging from $22.5 million to $35.0 million. A portion of our commercial construction loans were included in the SNC program portfolio discussed above.
At December 31, 2025, our ten largest construction loans had an average exposure of $30.0 million, ranging from $24.0 million to $36.0 million. A portion of our commercial construction loans were included in the SNC program portfolio discussed above. As of December 31, 2025, there were $17.3 million land development loans within the construction portfolio.
In this category, commercial and industrial loans and commercial real estate loans totaled $244.4 million and $1.2 billion, respectively, as of December 31, 2024. Business banking originations include traditionally underwritten loans as well as partially automated scored loans.
As of December 31, 2025, we had total business banking loans of $1.6 billion, representing 6.9% of our total loans. In this category, commercial and industrial loans and commercial real estate loans totaled $307.6 million and $1.3 billion, respectively, as of December 31, 2025. Business banking originations include traditionally underwritten loans as well as partially automated scored loans.
Cambridge Trust Wealth Management Through our wealth management division, which is now known as Cambridge Trust Wealth Management, we offer a range of wealth management and trust services, including managing customer investments, serving as custodian for customer assets, and providing other fiduciary services including serving as trustee and personal representative of estates.
Cambridge Trust Wealth Management Through our wealth management division, Cambridge Trust Wealth Management, we offer a range of wealth management and trust services, including managing customer investments, serving as custodian for customer assets, and providing other fiduciary services including serving as trustee and personal representative of estates. Our clients include individuals, trusts, businesses, employer-sponsored retirement plans and charitable organizations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAlthough we have been successful with this strategy in the past, we 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 complete an acquisition or in our paying a substantial premium over the fair value of the net assets of the acquired business; • Inability to obtain regulatory or shareholder approvals, delays in obtaining regulatory approvals; or the imposition of costly or burdensome conditions to regulatory approvals; • Potential difficulties and/or unexpected expenses relating to the integration of the operations, technologies, products and the key employees 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 to those that we are accustomed to managing, requiring us to implement new or enhance existing procedures and controls and diverting resources from the operation of our existing business; • Inability to maintain existing customers of the acquired business or to sell the products and services of the acquired business to our existing customers; • Inability to retain key management of the acquired 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 issues; • Exposure to potential asset quality issues of the acquired business; • Failure to mitigate deposit erosion or loan quality deterioration at the acquired business; • Potential changes in banking or tax laws or regulations that may affect the acquired business; • Inability to improve the revenues and profitability or realize the cost savings and synergies expected of the acquired business; • Potential future impairment of the value of goodwill and intangible assets acquired, as discussed below and elsewhere in this Annual Report on Form 10-K; and • Identification of internal control deficiencies of the acquired business.
Biggest changeWe may not be able to grow our business in the future through acquisitions for a number of reasons, including: • Market conditions and the attractiveness of acquisition opportunities compared to other uses of capital; • Competition with other prospective buyers resulting in our inability to undertake an acquisition at an acceptable price or in our paying a substantial premium over the fair value of the net assets of the acquired business; • Inability to obtain regulatory or shareholder approvals, delays in obtaining regulatory approvals; or the imposition of costly or burdensome conditions to regulatory approvals; • Potential difficulties relating to the integration of the operations, technologies, products and the key employees or management of the acquired business, resulting in the diversion of resources from the operation of our existing business; 26 • Acquisitions of new lines of business may present risks that are different from those that we are accustomed to managing, requiring us to implement new or enhanced procedures and controls and diverting resources from the operation of our existing business; • Inability to maintain existing customers of the acquired business or to sell the products and services of the acquired business to our existing customers; • Assumption of or potential exposure to significant liabilities of the acquired business, some of which may be unknown or contingent at the time of acquisition; • Exposure to potential asset quality issues of the acquired business; • Failure to mitigate deposit erosion or loan quality deterioration at the acquired business; • Potential changes in banking or tax laws or regulations that may affect the acquired business; • Inability to improve the revenues and profitability or realize the cost savings and synergies expected of the acquired business; • Potential future impairment of the value of goodwill and intangible assets acquired, as discussed below and elsewhere in this Annual Report on Form 10-K; and • Identification of internal control deficiencies of the acquired business.
This support may be required by the Federal Reserve Board at times when Eastern Bankshares, Inc. might otherwise determine not to provide it or when doing so might not otherwise be in the interests of the shareholders or creditors of Eastern Bankshares, Inc., and may include one or more of the following: 42 • Any extension of credit from Eastern Bankshares, Inc. to Eastern Bank or any other bank subsidiary that is included in the relevant bank’s capital would be subordinate in right of payment to depositors and certain other indebtedness of such subsidiary banks. • In the event of a bank holding company’s bankruptcy, any commitment that the bank holding company had been required to make to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment. • In certain circumstances if we have two or more bank subsidiaries, one bank subsidiary could be assessed for losses incurred by another bank subsidiary.
This support may be required by the Federal Reserve Board at times 42 when Eastern Bankshares, Inc. might otherwise determine not to provide it or when doing so might not otherwise be in the interests of the shareholders or creditors of Eastern Bankshares, Inc., and may include one or more of the following: • Any extension of credit from Eastern Bankshares, Inc. to Eastern Bank or any other bank subsidiary that is included in the relevant bank’s capital would be subordinate in right of payment to depositors and certain other indebtedness of such subsidiary banks. • In the event of a bank holding company’s bankruptcy, any commitment that the bank holding company had been required to make to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment. • In certain circumstances if we have two or more bank subsidiaries, one bank subsidiary could be assessed for losses incurred by another bank subsidiary.
The articles of organization of Eastern Bankshares, Inc. provide that state and federal courts located in Massachusetts will be the exclusive forum for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
The articles of organization of Eastern Bankshares, Inc. provide that state and federal courts located in Massachusetts will be the exclusive forum for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
The articles of organization further provide that, unless we consent in writing to the selection of an alternative forum, the Business Litigation Session of the Suffolk County Superior Court (the “BLS”) (1) is the sole and exclusive forum for any derivative action or proceeding brought on behalf of Eastern Bankshares, Inc., any action asserting a claim of breach of a fiduciary duty, any action asserting a claim arising pursuant to any provision of Massachusetts corporate law, or any action asserting a claim governed by the internal affairs doctrine, and (2) is a concurrent jurisdiction for any claim arising under the Securities Act of 1933 or the rules and regulations thereunder.
The articles of organization further provide that, unless we consent in writing to the selection of an alternative forum, the Business Litigation Session of the Suffolk County Superior Court (the “BLS”) (1) is the sole and exclusive forum for any derivative action or proceeding brought on behalf of Eastern Bankshares, Inc., any action asserting a claim of breach of a fiduciary duty, any action asserting a claim arising pursuant to any provision of Massachusetts corporate law, or any action asserting a claim governed by the internal affairs doctrine, and (2) is a concurrent jurisdiction for any claim arising under the Securities Act of 44 1933 or the rules and regulations thereunder.
The 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.
The failure to attract or retain, including as a result of an untimely death or illness of key personnel, or ability to replace a sufficient number of appropriately skilled key personnel, could place us at a significant competitive disadvantage and prevent us from successfully implementing our strategy, which could impair our ability to implement our strategic plan successfully, achieve 32 our performance targets and otherwise have a material adverse effect on our business, financial condition and results of operations.
Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition and results of operations. 41 We may incur fines, penalties and other negative consequences from regulatory violations, possibly even inadvertent or unintentional violations.
Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition and results of operations. We may incur fines, penalties and other negative consequences from regulatory violations, possibly even inadvertent or unintentional violations.
A successful regulatory challenge to an institution’s performance under the Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act or other fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions, restrictions on expansion and restrictions on entering new business lines.
A successful regulatory challenge to an institution’s performance under the Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act or other fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions, restrictions 41 on expansion and restrictions on entering new business lines.
We have undertaken and may continue to undertake measures to mitigate market-wide competitive deposit pressures or interest rate uncertainty or to otherwise manage our liquidity position. These have included and may 35 continue to include accessing alternative funding sources, such as FHLBB advances and brokered certificates of deposit, as noted above.
We have undertaken and may continue to undertake measures to mitigate market-wide competitive deposit pressures or interest rate uncertainty or to otherwise manage our liquidity position. These have included and may continue to include accessing alternative funding sources, such as FHLBB advances and brokered certificates of deposit, as noted above.
A significant amount of our commercial and industrial and commercial real estate, including multi-family residential real estate loans, are adjustable-rate loans and an increase in the general level of interest rates may adversely affect the ability of borrowers, especially those with adjustable rate loans, to pay their loan obligations.
A significant amount of our commercial and industrial and commercial real estate, including multi-family residential real estate loans, are adjustable-rate loans and an increase in the general level of interest rates may adversely affect the ability of borrowers, especially those with adjustable rate loans, to pay 27 their loan obligations.
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.
Any breach of our system security could result in disruption of our operations, unauthorized access to confidential customer information, significant regulatory costs, such as enforcement actions and/or the imposition of civil money penalties, litigation exposure and 29 other possible damages, loss or liability.
Although we may contractually limit 30 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.
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.
If our reputation is negatively affected by the actions of our employees, by our inability to conduct our 29 operations in a manner that is appealing to current or prospective customers, or by events beyond our control, our business and operating results may be adversely affected.
If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or by events beyond our control, our business and operating results may be adversely affected.
The following risks are not the only risks we face. Additional risks that are not presently known or that we presently deem to be immaterial also could have a material adverse effect on our financial condition, results 25 of operations and business.
The following risks are not the only risks we face. Additional risks that are not presently known or that we presently deem to be immaterial also could have a material adverse effect on our financial condition, results of operations and business.
If we are unable to raise additional capital on terms that are acceptable to us or at all, our operations or our financial condition and liquidity could be materially and adversely affected, and we may be subject to adverse 34 regulatory action.
If we are unable to raise additional capital on terms that are acceptable to us or at all, our operations or our financial condition and liquidity could be materially and adversely affected, and we may be subject to adverse regulatory action.
Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts, and consumers and businesses also may change their behavior as a result of these concerns.
Concerns over the long-term impacts of climate change have led and may continue to lead to governmental efforts around the world to mitigate those impacts, and consumers and businesses also may change their behavior as a result of these concerns.
Our key assumptions include: 31 • that we will be able to attract and retain the requisite number of skilled and qualified personnel required to increase our loan origination volume, especially in our commercial banking portfolios.
Our key assumptions include: • that we will be able to attract and retain the requisite number of skilled and qualified personnel required to increase our loan origination volume, especially in our commercial banking portfolios.
If these projects are not operated in full compliance with the required terms, the tax credits could be subject to 37 recapture or restructuring. Further, we may not be able to utilize any future tax credits.
If these projects are not operated in full compliance with the required terms, the tax credits could be subject to recapture or restructuring. Further, we may not be able to utilize any future tax credits.
Taken as a whole, these statutory provisions and provisions in our articles of 44 organization could result in our being less attractive to a potential acquirer and thus could adversely affect the market price of our common stock.
Taken as a whole, these statutory provisions and provisions in our articles of organization could result in our being less attractive to a potential acquirer and thus could adversely affect the market price of our common stock.
The increase in the relative sea level in Boston, as a coastal city, and other coastal regions of Massachusetts and New Hampshire in our market is expected to result in higher coastal surges during storm events and, when considered with projected increases in precipitation intensities, an increase in stormwater flooding.
The increase in the relative sea level in Boston, as a coastal city, and other coastal regions of Massachusetts, New Hampshire, and Rhode Island in our market is expected to result in higher coastal surges during storm events and, when considered with projected increases in precipitation intensities, an increase in stormwater flooding.
The Company may fail to realize some or all of the anticipated benefits of Cambridge 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 Company may fail to realize some or all of the anticipated benefits of HarborOne or other acquired businesses if the integration process takes longer or is more costly than expected. Furthermore, any number of unanticipated adverse occurrences for either the acquired business or the Company may cause us to fail to realize some or all of the expected benefits.
Limitations on the manner in which regulated financial institutions, such as 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.
Limitations on the manner in which regulated financial institutions like us can compensate their officers and employees may make it more difficult for such institutions to compete for talent with financial institutions and other companies not subject to these or similar limitations.
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 substantially escalating.
A failure or circumvention of our security systems could have a material adverse effect on our business operations and financial condition. We regularly assess and test our security systems and disaster preparedness, including back-up systems, but the risks are continually escalating.
As a result, our ability to compete effectively to attract or retain new business may be impaired, and our business, financial condition or results of operations may be adversely affected. We may not be able to successfully execute our strategic plan or achieve our performance targets.
As a result, our ability to effectively compete to retain or acquire new business may be impaired, and our business, financial condition or results of operations may be adversely affected. We may not be able to successfully execute our strategic plan or achieve our performance targets.
Our management recently completed these reviews and concluded that no impairment charge was necessary for the year ended December 31, 2024. We cannot provide assurance whether we will be required to take an impairment charge in the future.
Our management recently completed these reviews and concluded that no impairment charge was necessary for the year ended December 31, 2025. We cannot provide assurance whether we will be required to take an impairment charge in the future.
Significant components of Eastern Bank’s liquidity needs are met through its access to funding pursuant to its membership in the Federal Home Loan Bank of Boston. The Federal Home Loan Bank of Boston is a cooperative that provides services to its member banking institutions.
Significant components of Eastern Bank’s liquidity needs are met through its access to funding pursuant to its membership in the Federal Home Loan Bank of Boston (“FHLBB”). The FHLBB is a cooperative that provides services to its member banking institutions.
Unrealized gains and losses, net of tax, in the estimated fair value of the available-for-sale portfolio is recorded as other comprehensive income, which has the effect of reducing our shareholders’ equity and therefore our tangible book value per share, which is a metric many investors in our common stock consider. • Commercial loans, including those secured by commercial real estate, are generally riskier than other types of loans and constitute a significant portion of our loan and lease portfolio. • We face significant legal and regulatory risks, both from regulatory investigations and proceedings and from private actions brought against us. • Operational risk and losses can result from factors such as internal and external fraud; errors by employees or third parties; failure to document transactions properly or to obtain proper authorization; failure to comply with applicable regulatory requirements and conduct of business rules; equipment failures, including those caused by natural disasters or utility outages; business continuity and data security system failures, including those encountered while implementing major new computer systems or upgrades to existing systems; or the inadequacy or failure of systems and controls, including those of our suppliers or counterparties. • We may be adversely affected by weaknesses in financial institutions, the financial markets and economic conditions in the United States, market changes, or changes in equity markets. • We are subject to capital and liquidity standards that may change from time to time, and we may be unable to raise additional capital if needed on terms that are acceptable to us, or at all. • Our business is subject to extensive state and federal regulations, which often limit or restrict our activities and may impose material financial requirements or limitations on the conduct of our business. • We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions, or could impede or materially delay our receipt of regulatory approval to acquire other companies. • We may incur fines, penalties and other negative consequences from regulatory violations, which could include inadvertent or unintentional violations. • We may be unable to disclose some restrictions or limitations on our operations imposed by our regulators. • Our stock-based benefit plan, which we adopted in 2021, has increased and is expected to continue to increase our annual compensation and benefit expenses.
Unrealized gains and losses, net of tax, in the estimated fair value of the available-for-sale portfolio is recorded as other comprehensive income, which has the effect of reducing our shareholders’ equity and therefore our tangible book value per share, which is a metric many investors in our common stock consider. • Commercial loans, including those secured by commercial real estate, are generally riskier than other types of loans and constitute a significant portion of our loan and lease portfolio. 24 • We face significant legal and regulatory risks, both from regulatory investigations and proceedings and from private actions brought against us. • Operational risk and losses can result from factors such as internal and external fraud; errors by employees or third parties; failure to document transactions properly or to obtain proper authorization; failure to comply with applicable regulatory requirements and conduct of business rules; equipment failures, including those caused by natural disasters or utility outages; business continuity and data security system failures, including those encountered while implementing major new computer systems or upgrades to existing systems; or the inadequacy or failure of systems and controls, including those of our suppliers or counterparties. • We may be adversely affected by weaknesses in financial institutions, the financial markets and economic conditions in the United States, market changes, or changes in equity markets. • We are subject to capital and liquidity standards that may change from time to time, and we may be unable to raise additional capital if needed on terms that are acceptable to us, or at all. • Our business is subject to extensive state and federal regulations, which often limit or restrict our activities and may impose material financial requirements or limitations on the conduct of our business. • We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions, or could impede or materially delay our receipt of regulatory approval to acquire other companies. • We may incur fines, penalties and other negative consequences from regulatory violations, which could include inadvertent or unintentional violations. • We may be unable to disclose some restrictions or limitations on our operations imposed by our regulators.
We believe that progressively rising sea levels will be an area of risk over time for the coastal regions of Massachusetts and New Hampshire in our market, both as the frequency and severity of extreme weather events increase and as 39 currently inhabited property and land parcels are exposed to episodic flooding and routinely higher tides.
We believe that progressively rising sea levels will be an area of risk over time for the coastal regions of Massachusetts, New Hampshire, and Rhode Island in our market, both as the frequency and severity of extreme weather events increase and as currently inhabited property and land parcels are exposed to episodic flooding and routinely higher tides.
In its report, the Financial Stability Board noted that the repetition of information in social media, which users experience through the re-posting or liking of other people’s posts, can reinforce a message and may make the message more believable. We face continuing and growing security risks to our information data bases, including information we maintain relating to our customers.
In its report, the Financial Stability Board noted that the repetition of information in social media, which users experience through the re-posting or liking of other people’s posts, can reinforce a message and may make the message more believable. We face continuing and growing security risks to our information systems including information we maintain relating to our customers.
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, brand or image, or our financial condition and results of our operations.
There could be substantial cost and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, reputation or brand, or our financial condition and results of our operations.
In addition to external competition, the financial services industry, including the banking sector, is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. In addition, new, unexpected technological changes could have a disruptive effect on the way banks offer products and services.
In addition to external competition, as described below, the financial services industry, including the banking sector, is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. New, unexpected technological changes could have a disruptive effect on the way banks offer products and services.
As a financial institution with a diverse base of customers, vendors and suppliers, we may face potential negative publicity based on the identity of those we choose to do business with.
As a financial institution with a diverse base of customers, vendors and suppliers, we may face potential negative publicity based on the identity of those we do business with.
Our electronic communications and information systems infrastructure, as well as the systems infrastructures of the vendors we use, are inherently 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.
Our electronic communications and information systems infrastructure, as well as the systems infrastructures of the vendors we use, may be vulnerable to unauthorized access, human error, computer viruses, denial-of-service attacks, malicious code, spam attacks, phishing, ransomware or other forms of social engineering and other events that could impact the security, reliability, confidentiality, integrity and availability of our systems or those of our vendors.
We intend to utilize all tax credits, as of December 31, 2024, to offset income tax liability. Substantially all of these tax credits are related to development projects that are subject to ongoing compliance requirements over certain periods of time to fully realize their value.
We intend to utilize all tax credits, as of December 31, 2025, to offset income tax liability. Substantially all of these tax credits are 37 related to development projects that are subject to ongoing compliance requirements over certain periods of time to fully realize their value.
The impacts, degree and timing of the effect of applicable laws, future regulations and industry principles on our business cannot now be anticipated and may have further impacts on our products and services and the results of operations. Our business may be adversely affected by the public policy priorities of the Trump administration.
The impacts, degree and timing of the effect of applicable laws, future regulations and industry principles on our business cannot now be anticipated and may have further impacts on our products and services and the results of operations. Our business may be adversely affected by changing public policy priorities.
There are various risks associated with our acquisition growth strategy, any of which could have a material adverse effect on our business. • We may be unsuccessful in realizing the expected benefits of the Cambridge acquisition or other acquired businesses, including failure to retain key employees or customers, incurrence of unexpected difficulty or expense in integrating operations, technologies or customers, assumption of significant (and potentially unknown) liabilities, and inexperience with the products and/or geographies offered by the acquired business, all of which could divert our management’s attention and/or negatively impact our financial results. • When we acquire a business, a portion of the purchase price of the acquisition may be allocated to goodwill and other identifiable intangible assets.
There are various risks associated with acquisitions, any of which could have a material adverse effect on our business. • We may be unsuccessful in realizing the expected benefits of the HarborOne acquisition or other acquired businesses, including failure to retain key employees or customers, incurrence of unexpected difficulty or expense in integrating operations, technologies or customers, assumption of significant (and potentially unknown) liabilities, and inexperience with the products and/or geographies offered by the acquired business, all of which could divert our management’s attention and/or negatively impact our financial results. • When we acquire a business, a portion of the purchase price of the acquisition typically is allocated to goodwill and other identifiable intangible assets.
We are not 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.
We may not be able to fully protect against these events given the rapid evolution of new vulnerabilities, the complex and distributed nature of our systems, our interdependence on the systems of other companies and the increased sophistication of potential attack vectors and methods against our systems.
Chronic results of climate change such as shifting weather patterns could also cause disruption to our business and operations. Rising sea levels projected for the coastal regions of Massachusetts and New Hampshire could adversely affect our business.
Chronic results of climate change such as shifting weather patterns could also cause disruption to our business and operations. 39 Rising sea levels projected for the coastal regions of Massachusetts, New Hampshire, and Rhode Island could adversely affect our business.
Various risks, including risks associated with changes in interest rates, loan losses, cybersecurity and regulatory compliance, are inherent in our business and our industry generally. • Increases in interest rates have had and in the future may have a material adverse effect on many areas of our business, including net interest income, the earnings and volume of interest-earning assets and interest-bearing liabilities, and loan delinquency, and increases in interest rates may have a material adverse effect on our operating results. • If our allowance for loan losses is insufficient to cover actual loan losses, our earnings and capital could decrease. • The geographic concentration of our loan portfolio and lending activities in eastern Massachusetts and southern and coastal New Hampshire makes us vulnerable to a downturn in our local economy. • We face security risks to our information databases, including information we maintain relating to our customers, as precautions taken by us and our vendors may not be completely effective to prevent unauthorized access, human error, phishing attacks or other events that could impact the security, reliability, confidentiality, integrity and availability of our systems or those of our vendors. 24 • We operate in a highly competitive industry, and technological advances have lowered barriers to entry and made it possible for non-banks to offer products and services, such as loans and payment services, that traditionally were banking products. • We may be unable to successfully execute on our strategic plan or performance targets, including through a failure to attract or retain the necessary highly skilled and qualified personnel. • The fair value of our investments, including our securities portfolio, has declined due to increases in interest rates beginning in March 2022 and may decline further in the future.
Various risks, including risks associated with changes in interest rates, loan losses, cybersecurity and regulatory compliance, are inherent in our business and our industry generally. • Increases in interest rates have had and in the future could have a material adverse effect on many areas of our business, including net interest income, the earnings and volume of interest-earning assets and interest-bearing liabilities, and loan delinquency, and increases in interest rates may have a material adverse effect on our operating results. • If our allowance for loan losses is insufficient to cover actual loan losses, our earnings and capital could decrease. • The geographic concentration of our loan portfolio and lending activities in eastern Massachusetts, southern and coastal New Hampshire, and Rhode Island makes us vulnerable to a downturn in our local economy. • We face security risks to our information databases, including information we maintain relating to our customers, as precautions taken by us and our vendors may not be completely effective to prevent unauthorized access, human error, phishing attacks or other events that could impact the security, reliability, confidentiality, integrity and availability of our systems or those of our vendors. • We operate in a highly competitive industry, and technological advances have lowered barriers to entry and made it possible for non-banks to offer products and services, such as loans and payment services, that traditionally were banking products. • We may be unable to successfully execute on our strategic plan or performance targets, including through a failure to attract or retain the necessary highly skilled and qualified personnel. • Actions of activist shareholders could cause us to incur substantial costs, divert management’s attention and resources and have an adverse effect on our business. • The fair value of our investments, including our securities portfolio, has declined due to increases in interest rates beginning in March 2022 and could decline further in the future due to increases in interest rates.
The integration process, which is ongoing for Cambridge, 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.
The integration process, which is ongoing for HarborOne, could result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger.
Our businesses and operations are also subject to increasing regulatory oversight and scrutiny, which may lead to additional regulatory investigations or enforcement actions.
Our businesses and operations are also subject to significant regulatory oversight and scrutiny, which may lead to additional regulatory investigations or enforcement actions.
Additionally, many investors now consider how corporations are addressing ESG matters when making investment decisions, such as the business risks of climate change and the adequacy of companies’ responses to climate change and other ESG matters.
Additionally, some investors consider how corporations are addressing ESG matters when making investment decisions, such as the business risks of climate change and the adequacy of companies’ responses to climate change and other ESG matters.
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 operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs.
If the Company is unable to retain key employees, including management, who are critical to the successful integration and future operations of the combined company, the Company could face disruptions in its business and operations, loss of existing customers, loss of key information and, expertise and unanticipated additional recruitment costs.
These governmental entities, including the Federal Reserve Board, the FDIC, the Massachusetts Division of Banks and the New Hampshire Banking Department, 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.
These governmental entities, including the Federal Reserve Board, the FDIC, the Massachusetts Division of Banks, the New Hampshire Banking Department, and Rhode Island Department of Business Regulation, may impose conditions on the completion of the transaction or require changes to the terms of the transaction, require divestitures or place restrictions on our conduct after the completion of the transaction.
Changes in the public policy priorities of elected officials and appointed regulators can affect our business directly, including through changes in the regulatory environment in which we and our competitors operate, and the markets that we serve, which could have an indirect impact on our business.
Changes in the public policy priorities of elected officials and appointed regulators can affect our business directly, including through changes in the regulatory environment in which we and our competitors operate, and the markets that we serve, which could have an indirect impact on our business. Passage of the GENIUS Act could have an adverse impact on our business.
At December 31, 2024, we held loan participation interests in commercial and industrial, commercial real estate, commercial construction and business banking loans totaling $2.1 billion. 33 Hedging against interest rate exposure may adversely affect our earnings. We employ techniques that are intended to limit, or “hedge,” the adverse effects of changing interest rates on our loan portfolios.
At December 31, 2025, we held loan participation interests in commercial and industrial, commercial real estate, commercial construction and business banking loans totaling $3.3 billion. Hedging against interest rate exposure may adversely affect our earnings. We employ techniques that are intended to limit, or “hedge,” the adverse effects of changing interest rates on our loan portfolios.
Many of these companies, including our competitors, have fewer regulatory constraints, and some have lower cost structures, in part due to lack of physical locations and regulatory compliance costs. Some of these companies also have greater resources to invest in technological improvements than we currently have.
Many of these companies have fewer regulatory constraints, and some have lower cost structures, in part due to the lack of physical locations and regulatory compliance costs. Some of these companies also have greater resources to invest in technological improvements than we currently have.
The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired determines the amount of the purchase price that is allocated to goodwill acquired. As of December 31, 2024, goodwill and other identifiable intangible assets were $1.1 billion.
The excess of the purchase price over the fair value of the net identifiable tangible and 34 intangible assets acquired determines the amount of the purchase price that is allocated to goodwill acquired. As of December 31, 2025, goodwill and other identifiable intangible assets were $1.3 billion.
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.
As a result, revenues may be lower than expected or costs may be higher than expected and the overall benefits of the merger may not be as great as anticipated, any of which could materially and adversely affect our business, financial condition, results of operations, and future prospects. The Company may be unsuccessful in retaining personnel.
An important goal of our strategic plan is expanding our profitable loan and deposit market share through both organic growth and opportunistic strategic transactions.
An important goal of our strategic plan is expanding our profitable loan and deposit market share through organic growth and if appropriate, opportunistic transactions.
Deposit insurance assessment rates are subject to change, and additional increases or modifications to assessments, due to, for example, changes in base or special assessments or downgraded ratings of Eastern Bank, could have a materially adverse effect on our results of operations and financial condition.
Deposit insurance assessment rates are subject to change, and additional increases or modifications to assessments, due to, for example, changes in base or special assessments or downgraded ratings of Eastern Bank, or one or more failures of FDIC-insured banks, could have a materially adverse effect on our results of operations and financial condition.
Our business may be adversely affected by credit risks associated with residential property. At December 31, 2024, loans secured by one- to four-family residential real estate were $5.5 billion, or 31.2% of total loans.
Our business may be adversely affected by credit risks associated with residential property. At December 31, 2025, loans secured by one- to four-family residential real estate were $7.2 billion, or 31.4% of total loans.
If we are not able to access funding through the Federal Home Loan Bank of Boston, we may not be able to meet our liquidity needs, or we may need to rely more heavily on more expensive funding sources, either of which could have an adverse effect on our results of operations or financial condition.
If we are not able to access funding through the FHLBB, we may not be able to meet our liquidity needs, or we may need to rely more heavily on more expensive funding sources, either of which could have an adverse effect on our results of operations or financial condition.
Our funding costs increased materially beginning in 2022 and may continue to increase if our deposits decline and we are forced to replace them with more expensive sources of funding, if clients shift their deposits into higher cost products, or if we raise interest rates to avoid losing deposits.
Our funding costs may increase if our deposits decline and we are forced to replace them with more expensive sources of funding, if clients shift their deposits into higher cost products, or if we raise interest rates to avoid losing deposits.
In particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow. Fintechs have and may continue to offer bank or bank-like products. The federal and state bank regulatory agencies have demonstrated a willingness to charter non-traditional bank charter applicants, such as fintechs, which increases competition in the industry.
In particular, the activity of fintechs has grown significantly over recent years and is expected to continue to grow. Fintechs have and may continue to offer bank or bank-like products. Federal and state bank regulatory agencies have demonstrated a willingness to permit non-traditional bank charters for fintechs, which increases competition in the industry.
Please refer to the note at the beginning of this section for important caveats related to the following risk factors. Risks Related to Our Acquisition Strategy The Company may fail to realize all of the anticipated benefits of Cambridge or other acquired businesses, particularly if the integration of the acquired businesses is more difficult than expected.
Please refer to the note at the beginning of this section for important caveats related to the following risk factors. 25 Risks Related to Acquisitions The Company may fail to realize all of the anticipated benefits of HarborOne or other acquired businesses, particularly if the integration of the acquired businesses is more difficult than expected.
A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties. At December 31, 2024, $14.3 billion, or 80.4% of our total loans, comprised loans secured by real estate.
A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties. At December 31, 2025, $18.6 billion, or 80.6% of our total loans, comprised loans secured by real estate.
Public health crises, such as pandemics and epidemics (including a possible resurgence of the COVID-19 virus or the possible emergence of the H5 avian influenza), domestic or geopolitical crises, such as terrorism, military conflict, wars or the perception that hostilities may be imminent, political instability or civil unrest, or other conflict, human error or other events outside of our control, could cause disruptions to our business or the United States economy as a whole, and our business and operating results could suffer.
Public health crises, such as pandemics and epidemics, domestic or geopolitical crises, such as terrorism, military conflict, wars or the perception that hostilities may be imminent, political instability or civil unrest, or other conflict, human error or other events outside of our control, could cause disruptions to our business or the United States economy as a whole, and our business and operating results could suffer.
Moreover, acquisitions typically involve the payment of a premium over book and market values, and therefore, some dilution of our tangible book value and net income per share may occur in connection with any future transaction. 27 We may be unsuccessful identifying and competing for acquisitions.
Moreover, acquisitions typically involve the payment of a premium over book and market values, and therefore, some dilution of our tangible book value and net income per share may occur in connection with any future transaction.
Increases to the federal funds rate in 2022 and 2023, and competitor and customer responses to those increases, have caused and potentially may cause competitive pressures to provide elevated deposit interest rates. The reduction in our overall level of deposits has increased and could continue to increase the extent to which we rely on other, more expensive sources for funding.
Changes to the federal funds rate, and competitor and customer responses to those changes, potentially may cause competitive 35 pressures to increase our deposit interest rates. The reduction in our overall level of deposits has increased and could continue to increase the extent to which we rely on other, more expensive sources for funding.
The marketplace for skilled personnel is competitive, which means hiring, training and retaining skilled personnel is costly and challenging, and we may not be able to increase the number of our loan professionals sufficiently to successfully achieve our loan origination targets; • that we will be able to fund asset growth by growing deposits with our overall cost of funds at a rate consistent with our expectations; • that we will be able to successfully identify and purchase high-quality interest-earning assets that perform over time in accordance with our expectations; and • that there will be no material change in competitive dynamics, including as a result of our seeking to increase market share.
The marketplace for skilled personnel is competitive, which means hiring, training and retaining skilled personnel is costly and challenging, and we may not be able to increase the number of our loan professionals sufficiently to successfully achieve our loan origination targets; • that we will be able to fund asset growth by growing deposits with our overall cost of funds at a rate consistent with our expectations; • that we will be able to successfully identify and purchase high-quality interest-earning assets that perform over time in accordance with our expectations; and • that there will be no material change in competitive dynamics, including as a result of our seeking to increase market share. 31 If one or more of our assumptions prove incorrect, we may not be able to successfully execute our strategic plan, we may never achieve our indicative performance targets and any shortfall may be material.
At December 31, 2024, we maintained investments of approximately $222.7 million in entities for which we receive allocations of tax credits, excluding investments of approximately $3.9 million in qualified zone academy bond investments, which we utilize to offset our income tax liability. We recorded the benefit of $17.0 million in credits for the year ended December 31, 2024.
At December 31, 2025, we maintained investments of approximately $225.2 million in entities for which we receive allocations of tax credits, excluding investments of approximately $3.9 million in qualified zone academy bond investments, which we utilize to offset our income tax liability. We recorded the benefit of $23.7 million in credits for the year ended December 31, 2025.
Loans secured by one- to four-family residential real estate include residential real estate mortgages, home equity loans and lines of credit and investment real estate loans secured by one- to four-family residential properties. At December 31, 2024, $236.1 million of one- to four-family residential real estate loans were part of the commercial loan portfolio.
Loans secured by one- to four-family residential real estate include residential real estate mortgages, home equity 33 loans and lines of credit and investment real estate loans secured by one- to four-family residential properties. At December 31, 2025, $254.9 million of one- to four-family residential real estate loans were part of the commercial loan portfolio.
Regulatory approvals related to proposed business acquisitions 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.
Regulatory approvals required for future business acquisitions, if any, may not be received, may take longer to receive than expected, or may impose burdensome conditions, which could impose additional costs and could delay or prevent completion of the acquisition.
In addition to these specific effects, widespread adverse economic conditions that could affect us include: • Reduced consumer spending; • Increased unemployment; • Lower wage income levels; • Declines in the market value of residential and commercial real estate, including real estate that collateralizes our loans; • Inflation or deflation; • Fluctuations in the value of the U.S. dollar; • Volatility in short-term and long-term interest rates (For more information regarding the potential effect of fluctuating interest rates, see “Changes in interest rates may have an adverse effect on our profitability.”); and • Higher bankruptcy filings. 38 Changes in accounting standards can be difficult to predict and can materially impact how we record and report our financial condition and results of operations.
In addition to these specific effects, widespread adverse economic conditions that could affect us include: • Reduced consumer spending; • Increased unemployment; • Lower wage income levels; • Declines in the market value of residential and commercial real estate, including real estate that collateralizes our loans; • Inflation or deflation; • Fluctuations in the value of the U.S. dollar; • Volatility in short-term and long-term interest rates (For more information regarding the potential effect of fluctuating interest rates, see “Changes in interest rates may have an adverse effect on our profitability.”); and 38 • Higher bankruptcy filings.
We strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates.
This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates.
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, approximately $13.0 billion, or 91.4% of our total loans secured by real estate were secured by real estate located in this market area.
We primarily serve individuals, businesses and municipalities located in eastern and central Massachusetts, including the greater Boston metropolitan area, southern New Hampshire, including its coastal region, and Rhode Island. At December 31, 2025, approximately $16.7 billion, or 89.6% of our total loans secured by real estate were secured by real estate located in this market area.
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.
The Company incurs significant, non-recurring costs when it agrees to acquire other businesses. In addition, the Company incurs integration costs following the completion of acquisitions as it integrates the acquired business, including facilities and systems consolidation costs and employment-related costs. The Company may also incur additional costs to retain key employees.
If actual borrower or depositor behavior or overall economic conditions in the future are significantly different than we anticipate, then our risk mitigation may be insufficient to protect against interest rate risk and our operating results and financial condition would be adversely affected. 28 If our allowance for loan losses is insufficient to cover loan losses, our earnings and capital could decrease.
If actual borrower or depositor behavior or overall economic conditions in the future are significantly different than we anticipate, then our risk mitigation may be insufficient to protect against interest rate risk and our operating results and financial condition would be adversely affected.
Our business strategy includes projected growth in our core businesses, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.
Our business strategy includes projected growth in our core businesses, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. We expect to experience growth in the amount of our assets, the level of our deposits and the scale of our operations.
Our repurchase of shares of common stock is subject to Federal Reserve Board policy related to repurchases of shares by depository institution holding companies. To date, we have received three notices of non-objection to proposed share repurchase programs, as previously discussed. Each notice of non-objection has covered an approximately 12-month period.
Our repurchase of shares of common stock is subject to Federal Reserve Board policy related to repurchases of shares by depository institution holding companies. To date, we have received non-objection to each proposed share repurchase programs, as previously discussed.
These shifts in investing priorities may result in adverse effects on the trading price of our common stock if investors believe that we do not sufficiently address ESG matters in accordance with their or third-party standards for evaluating ESG matters.
These shifts in investing priorities may result in adverse effects on the trading price of our common stock if investors believe that we do not sufficiently address ESG matters in accordance with their or third-party standards for evaluating ESG matters. The prevalence of remote and hybrid working arrangements has reduced demand for office space in our market.
In addition, deflationary pressures, if present, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance. If economic conditions worsen or volatility increases, our business, financial condition and results of operations could be materially adversely affected.
In addition, deflationary pressures, if present, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.
Any deterioration in the Federal Home Loan Bank of Boston’s performance or financial condition may affect our ability to access funding and/or require us to deem the required investment in Federal Home Loan Bank of Boston stock to be impaired.
Any deterioration in the FHLBB’s performance or financial condition may affect our ability to access funding and/or require us to deem the required investment in FHLBB stock to be impaired.
Their use also affects interest rates charged on loans or paid on deposits. 40 The monetary and related policies of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future.
The monetary and related policies of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future.
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.
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.
As a bank with strong local and community relationships, our reputation is a valuable component of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities in our market area.
A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities in our market area. We strive to conduct our business in a manner that enhances our reputation.
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.
Financial services institutions and companies engaged in data processing have reported breaches in the security of their systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service or sabotage systems. Denial of service attacks have been launched against a number of large financial services institutions.
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. From time to time, the Financial Accounting Standards Board changes the financial accounting and reporting principles that govern the preparation of our financial statements.
From time to time, the Financial Accounting Standards Board changes the financial accounting and reporting principles that govern the preparation of our financial statements. These changes can be hard to anticipate and implement and can materially impact how we record and report our financial condition and results of operations.
In 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, if key employees terminate their employment, management’s attention may be diverted from successfully integrating the acquired company to hiring suitable replacements, all of which may cause the Company’s business to suffer. The Company has incurred and expects to continue to incur costs related to the acquisition and integration of HarborOne and other businesses.
If our risk management framework proves ineffective, we could suffer unexpected losses and our business and results of operations could be materially adversely affected. 36 In addition to the necessity of maintaining our enterprise risk management framework, our operations depend on our ability to process a very large number of transactions efficiently and accurately while complying with applicable laws and regulations.
In addition to the necessity of maintaining our enterprise risk management framework, our operations depend on our ability to process a very large number of transactions efficiently and accurately while complying with applicable laws and regulations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs part of this enterprise risk management oversight, our management team, including the EVP ERM and his team, provides quarterly reporting on our cybersecurity risk domain to the Risk Management Committee. The Risk Management Committee in turn reports on significant enterprise risk management issues to the full Board.
Biggest changeAs part of this enterprise risk management oversight, our management team and subject matter experts provide quarterly reporting on our cybersecurity risk domain to the Risk Management Committee. The Risk Management Committee in turn reports on significant enterprise risk management issues to the Board of Directors.
ITEM 1C. CYBERSECURITY We embrace a “defense in depth” approach to assess, identify, and manage cybersecurity threats. A defense in depth approach seeks to implement multiple layers of defenses in order to help reduce the risk that a single process or control failure might result in a material incident.
ITEM 1C. CYBERSECURITY We embrace a “defense in depth” approach to assess, identify, and manage cybersecurity threats. A defense in depth approach seeks to implement multiple layers of defenses in order to reduce the risk that a single process or control failure might result in a material incident.
In 2024, no cybersecurity events were identified that materially impacted our business strategy, operations, or financial condition. As further detailed in the “Risk Factors” section In Part I, Item 1A of this Annual Report on Form 10-K, we believe cybersecurity 45 matters could pose a material risk to our strategy, operations, or financial condition.
In 2025, no cybersecurity events were identified that materially impacted our business strategy, operations, or financial condition. As further detailed in the “Risk Factors” section In Part I, Item 1A of this Annual Report on Form 10-K, we believe cybersecurity matters could pose a material risk to our strategy, operations, or financial condition.
In addition, we have implemented escalation procedures and protocols, including an incident response team that includes key members of management such as the CIO and EVP, ERM, to manage and coordinate responses to potentially significant cybersecurity incidents.
In addition, we have implemented escalation procedures and protocols, including an incident response team that includes key members of executive management to manage and coordinate responses to potentially significant cybersecurity incidents.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES At December 31, 2024, we conducted our banking business through our corporate headquarters in Boston, Massachusetts and 109 branch offices located in eastern Massachusetts and southern New Hampshire. In addition, Eastern Bank occupies two administrative/operational offices, in Lynn and Brockton, Massachusetts.
Biggest changeITEM 2. PROPERTIES At December 31, 2025, we conducted our banking business through our corporate headquarters in Boston, Massachusetts and 139 branch offices located in eastern Massachusetts, southern New Hampshire and Rhode Island. In addition, Eastern Bank occupies four administrative/operational offices.
At December 31, 2024, we leased 90 of our offices, and the total net book value of our land, buildings, furniture, fixtures and equipment was $66.6 million.
At December 31, 2025, we leased 93 of our offices, and the total net book value of our land, buildings, furniture, fixtures and equipment was $120.0 million. 45

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 46 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRepurchases of Common Shares On July 25, 2024, we announced the approval by our Board of Directors of a new share repurchase program.
Biggest change(2) On October 23, 2025, we announced the approval by our Board of Directors of a new share repurchase program. The program, which authorized the purchase of up to 11,900,000 shares over a 12-month period, expires on October 31, 2026. ITEM 6. [RESERVED] 48
Comparative Stock Performance Graph The stock performance graph below and associated table compare the cumulative total shareholder return of our common stock from October 15, 2020 to December 31, 2024 to the cumulative total return of the Russell 2000 Index and the KBW Regional Banking Index.
Comparative Stock Performance Graph The stock performance graph below and associated table compare the cumulative total shareholder return of our common stock from October 15, 2020 to December 31, 2025 to the cumulative total return of the Russell 2000 Index and the KBW Regional Banking Index.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Eastern Bankshares, Inc.’s common stock trades on the Nasdaq Global Select Market under the symbol EBC. As of February 24, 2025, there were 7,950 common shareholders of record based on information provided by our transfer agent.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Eastern Bankshares, Inc.’s common stock trades on the Nasdaq Global Select Market under the symbol EBC. As of February 24, 2026, there were 8,510 common shareholders of record based on information provided by our transfer agent.
Period Ending Index 10/15/2020 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Eastern Bankshares, Inc. 100.00 134.24 168.53 147.04 124.94 156.33 Russell 2000 100.00 120.82 138.72 110.37 129.05 143.94 KBW Regional Banks 100.00 134.82 184.23 171.46 170.78 193.32 Source: Zacks Investment Research, Inc. © 1980-2025 47 Dividends We intend to continue to pay regular cash dividends to holders of our common stock; however, any future determination to declare and pay cash dividends will be made at the discretion of our Board of Directors and will depend on a variety of factors, including applicable laws, our financial condition, results of operations, business prospects, general business or financial market conditions, regulatory environment and other factors our Board of Directors may deem relevant.
Period Ending Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Eastern Bankshares, Inc. 100.00 125.55 109.53 93.07 116.46 128.18 Russell 2000 100.00 114.82 91.35 106.82 119.14 134.40 KBW Regional Banks 100.00 136.64 127.17 126.67 143.39 152.71 Source: Zacks Investment Research, Inc. © 1980-2025 47 Dividends We intend to continue to pay regular cash dividends to holders of our common stock; however, any future determination to declare and pay cash dividends will be made at the discretion of our Board of Directors and will depend on a variety of factors, including applicable laws, our financial condition, results of operations, business prospects, general business or financial market conditions, regulatory environment and other factors our Board of Directors may deem relevant.
To the extent dividends from Eastern Bank will be a source of cash used by the Company to pay its dividends, dividends from the Bank will be dependent on the Bank’s future earnings, capital requirements, and financial condition.
To the extent dividends from Eastern Bank will be a source of cash used by the Company to pay its dividends, dividends from the Bank will be dependent on the Bank’s future earnings, capital requirements, and financial condition. Repurchases of Common Shares As further detailed below, we have received approvals from our Board of Directors to share repurchase programs.
The program authorized the purchase of up to 10,800,000 shares over a 12-month period and is limited to $200.0 million through July 31, 2025 and may be modified or terminated by our Board of Directors at any time.
The program authorized the purchase of up to 10,800,000 shares over a 12-month period. The program was limited to $200.0 million through July 31, 2025. We completed the repurchase of the total number of shares authorized through this program during the third quarter of 2025.
Removed
Information regarding the shares repurchased under the plans is presented in the following table: Period Total Number of Shares Repurchased Average Price Paid per Share Total Number of Shares Repurchased as Part of the Share Repurchase Programs Maximum Number of Shares That May Yet Be Purchased Under the Share Repurchase Programs July 1, 2024 – July 31, 2024 — $ — — 10,800,000 August 1, 2024 – August 31, 2024 770,252 $ 15.01 770,252 10,029,748 September 1, 2024 – September 30, 2024 66,147 $ 15.86 836,399 9,963,601 October 1, 2024 – October 31, 2024 100,433 $ 15.96 936,832 9,863,168 November 1, 2024 – November 30, 2024 157,771 $ 17.91 1,094,603 9,705,397 December 1, 2024 – December 31, 2024 650,221 $ 17.51 1,744,824 9,055,176 Total 1,744,824 $ 16.29 ITEM 6. [RESERVED] 48
Added
Information regarding the shares repurchased under the plans is presented in the following table: Period Total Number of Shares Repurchased Average Price Paid per Share Total Number of Shares Repurchased as Part of the Share Repurchase Programs Maximum Number of Shares That May Yet Be Purchased Under the Share Repurchase Programs January 1, 2025 - January 31, 2025 934,859 $ 17.39 2,679,683 8,120,317 February 1, 2025 – February 28, 2025 — $ — 2,679,683 8,120,317 March 1, 2025 – March 31, 2025 1,940,671 $ 16.23 4,620,354 6,179,646 April 1, 2025 – April 30, 2025 183,053 $ 16.36 4,803,407 5,996,593 May 1, 2025 – May 31, 2025 — $ — 4,803,407 5,996,593 June 1, 2025- June 30, 2025 — $ — 4,803,407 5,996,593 July 1, 2025 - July 31, 2025 — $ — 4,803,407 5,996,593 August 1, 2025 - August 31, 2025 — $ — — — September 1, 2025 - September 30, 2025 — $ — — — October 1, 2025 - October 31, 2025 716,388 $ 17.22 5,519,795 11,183,612 November 1, 2025 - November 30, 2025 1,558,479 $ 17.45 7,078,274 9,625,133 December 1, 2025 - December 31, 2025 838,334 $ 18.92 7,916,608 8,786,799 Total 6,171,784 $ 17.20 (1) On July 25, 2024, we announced the approval by our Board of Directors of a new share repurchase program.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFinancial Statements 92 Consolidated Balance Sheets 95 Consolidated Statements of Income 96 Consolidated Statements of Comprehensive Income (Loss) 97 Consolidated Statements of Changes in Shareholders' Equity 98 Consolidated Statements of Cash Flows 100 Notes to Consolidated Financial Statements 102
Biggest changeFinancial Statements 93 Consolidated Balance Sheets 96 Consolidated Statements of Income 97 Consolidated Statements of Comprehensive Income 98 Consolidated Statements of Changes in Shareholders ’ Equity 99 Consolidated Statements of Cash Flows 101 Notes to Consolidated Financial Statements 103
Item 6. [Reserved] 48 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 49 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 91 Item 8.
Item 6. [Reserved] 48 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 49 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 92 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table summarizes the calculation of our tangible shareholders’ equity, tangible assets, the ratio of tangible shareholders’ equity to tangible assets, and tangible book value per share, which reconciles to the most directly comparable respective GAAP measure, as of the dates indicated: As of December 31, 2024 2023 2022 2021 2020 (Dollars in thousands, except per share data) Tangible shareholders’ equity: Total shareholders’ equity (GAAP) $ 3,611,967 $ 2,974,855 $ 2,471,790 $ 3,406,352 $ 3,428,052 Less: Goodwill and other intangibles (1) 1,050,158 566,205 661,126 649,703 376,534 Tangible shareholders’ equity (non-GAAP) 2,561,809 2,408,650 1,810,664 2,756,649 3,051,518 Tangible assets: Total assets (GAAP) 25,557,880 21,133,278 22,646,858 23,512,128 15,964,190 Less: Goodwill and other intangibles (1) 1,050,158 566,205 661,126 649,703 376,534 Tangible assets (non-GAAP) $ 24,507,722 $ 20,567,073 $ 21,985,732 $ 22,862,425 $ 15,587,656 Shareholders’ equity to assets ratio (GAAP) 14.1 % 14.1 % 10.9 % 14.5 % 21.5 % Tangible shareholders’ equity to tangible assets ratio (non-GAAP) 10.5 % 11.7 % 8.2 % 12.1 % 19.6 % Book value per share: Common shares issued and outstanding 213,909,472 176,426,993 176,172,073 186,305,332 186,758,154 Book value per share (GAAP) $ 16.89 $ 16.86 $ 14.03 $ 18.28 $ 18.36 Tangible book value per share (non-GAAP) $ 11.98 $ 13.65 $ 10.28 $ 14.80 $ 16.34 (1) Includes goodwill and other intangible assets which were associated with our insurance agency business for the years ended December 31, 2022, 2021, and 2020.
Biggest changeMerger and acquisition expenses previously reported for the years ended December 31, 2022 and 2021 related to acquisitions by Eastern Insurance Group were excluded from the above table as they were reclassified to discontinued operations. 54 The following table summarizes the calculation of our tangible shareholders’ equity, tangible assets, the ratio of tangible shareholders’ equity to tangible assets, and tangible book value per share, which reconciles to the most directly comparable respective GAAP measure, as of the dates indicated: As of December 31, 2025 2024 2023 2022 2021 (Dollars in thousands, except per share data) Tangible shareholders’ equity: Total shareholders’ equity (GAAP) $ 4,340,553 $ 3,611,967 $ 2,974,855 $ 2,471,790 $ 3,406,352 Less: Goodwill and other intangibles 1,300,930 1,050,158 566,205 661,126 649,703 Tangible shareholders’ equity (non-GAAP) 3,039,623 2,561,809 2,408,650 1,810,664 2,756,649 Tangible assets: Total assets (GAAP) 30,586,856 25,557,880 21,133,278 22,646,858 23,512,128 Less: Goodwill and other intangibles 1,300,930 1,050,158 566,205 661,126 649,703 Tangible assets (non-GAAP) $ 29,285,926 $ 24,507,722 $ 20,567,073 $ 21,985,732 $ 22,862,425 Shareholders’ equity to assets ratio (GAAP) 14.2 % 14.1 % 14.1 % 10.9 % 14.5 % Tangible shareholders’ equity to tangible assets ratio (non-GAAP) 10.4 % 10.5 % 11.7 % 8.2 % 12.1 % Book value per share: Common shares issued and outstanding 235,646,558 213,909,472 176,426,993 176,172,073 186,305,332 Book value per share (GAAP) $ 18.42 $ 16.89 $ 16.86 $ 14.03 $ 18.28 Tangible book value per share (non-GAAP) $ 12.90 $ 11.98 $ 13.65 $ 10.28 $ 14.80 55 The following table summarizes the calculation of our average tangible shareholders’ equity and ratio of net income (loss) from continuing operations and operating net income to average tangible shareholders’ equity (“operating return on average tangible shareholders’ equity”), which reconciles to the most directly comparable GAAP measure, for the periods indicated: As of December 31, 2025 2024 2023 2022 2021 (Dollars in thousands) Net income (loss) from continuing operations (GAAP) $ 88,219 $ 119,561 $ (62,689) $ 186,511 $ 145,531 Add: Amortization of intangible assets 34,179 14,569 1,804 1,198 219 Less: Tax effect of amortization of intangible assets (2) 9,433 4,036 509 337 62 Tangible net income (loss) from continuing operations (non-GAAP) $ 112,965 $ 130,094 $ (61,394) $ 187,372 $ 145,688 Operating net income (non-GAAP) (1) $ 317,977 $ 196,620 $ 167,274 $ 195,950 $ 160,589 Add: Amortization of intangible assets 34,179 14,569 1,804 1,198 219 Less: Tax effect of amortization of intangible assets (2) 9,433 4,036 509 337 62 Tangible operating net income (non-GAAP) $ 342,723 $ 207,153 $ 168,569 $ 196,811 $ 160,746 Average tangible shareholders’ equity: Average total shareholders’ equity (GAAP) $ 3,775,145 $ 3,268,863 $ 2,571,001 $ 2,831,533 $ 3,424,570 Less: Average goodwill and other intangibles 1,079,099 791,489 643,977 655,653 414,441 Average tangible shareholders’ equity (non-GAAP) $ 2,696,046 $ 2,477,374 $ 1,927,024 $ 2,175,880 $ 3,010,129 Ratios: Return (loss) on average total shareholders’ equity (GAAP) 2.34 % 3.66 % (2.44) % 6.59 % 4.25 % Return (loss) on average tangible shareholders’ equity (non-GAAP) 4.19 % 5.25 % (3.19) % 8.61 % 4.84 % Operating return on average tangible shareholders’ equity (non-GAAP) 12.71 % 8.36 % 8.75 % 9.05 % 5.34 % (1) Refer to the table above within this “Non-GAAP Financial Measures” section for a reconciliation of operating net income to net income (loss).
As of December 31, 2024, there were three loans with an aggregate balance of $0.5 million that had been modified to borrowers experiencing financial difficulty during the during the twelve-month period then ended which had subsequently defaulted during the year ended December 31, 2024.
As of December 31, 2024, there were three loans with an aggregate balance of $0.5 million that had been modified to borrowers experiencing financial difficulty during the twelve-month period then ended which had subsequently defaulted during the year ended December 31, 2024.
More specifically, and as further described below, our policy limits govern: • The maximum amount of acceptable earnings loss due to market risk in year one of a two-year earnings simulation, determined by net interest income analysis; • The maximum amount of acceptable earnings loss due to market risk in year two of a two-year earnings simulation, determined by net interest income analysis; • The maximum amount of acceptable decline in the present value of equity due to market risk, determined by economic value of equity analysis; • The maximum acceptable size of the investment portfolio relative to total assets; • Concentration limits on investment asset types to ensure appropriate portfolio diversification; • Maximum maturity and weighted average life per security at time of purchase in both a base case and a shocked rate scenario to measure extension risk; • The maximum acceptable duration of the investment and hedging derivatives portfolio; and • Guidelines on accounting classification of securities including held for trading, available for sale and held to maturity.
More specifically, and as further described below, our policy limits govern: • The maximum amount of acceptable earnings loss due to market risk in year one of a two-year earnings simulation, determined by net interest income analysis; • The maximum amount of acceptable earnings loss due to market risk in year two of a two-year earnings simulation, determined by net interest income analysis; 86 • The maximum amount of acceptable decline in the present value of equity due to market risk, determined by economic value of equity analysis; • The maximum acceptable size of the investment portfolio relative to total assets; • Concentration limits on investment asset types to ensure appropriate portfolio diversification; • Maximum maturity and weighted average life per security at time of purchase in both a base case and a shocked rate scenario to measure extension risk; • The maximum acceptable duration of the investment and hedging derivatives portfolio; and • Guidelines on accounting classification of securities including held for trading, available for sale and held to maturity.
The expected long-term rate of return on plan assets that is utilized in determining Defined Benefit Plan pension expense is derived from periodic studies, which include a review of asset allocation strategies, investment policy, amount and types of expenses that will be paid from the Defined Benefit Plan, and the expected long-term return for the Defined Benefit Plan using recent forward looking capital market assumptions published by leading financial organizations.
The expected long-term rate of return on plan assets that is utilized in determining Defined Benefit Plan pension expense is derived from periodic studies, which include a review of asset allocation strategies, investment policy, amount and types of expenses that will be paid from the Defined 82 Benefit Plan, and the expected long-term return for the Defined Benefit Plan using recent forward looking capital market assumptions published by leading financial organizations.
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.
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.
Monitoring these metrics can help to identify trends in risk profile or emerging risks over time, and where applicable, determine where adjustments may be required to business strategy or tactics. Within our risk management framework, the functional responsibilities of risk management are divided into a tiered model, involving three lines of defense: 86 1.
Monitoring these metrics can help to identify trends in risk profile or emerging risks over time, and where applicable, determine where adjustments may be required to business strategy or tactics. Within our risk management framework, the functional responsibilities of risk management are divided into a tiered model, involving three lines of defense: 1.
For additional information on our goodwill and other intangibles, refer to Note 8, “Goodwill and Other Intangible Assets” within the Notes to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K. Business Combinations . As indicated above, acquisitions of businesses are accounted for using the acquisition method of accounting.
For additional information on our goodwill and other intangibles, refer to Note 9, “Goodwill and Other Intangible Assets” within the Notes to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K. Business Combinations . As indicated above, acquisitions of businesses are accounted for using the acquisition method of accounting.
If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation and S-X or Regulation S-K, the pending content of the related amendment will be removed from the codification and will not become effective for any entity. Early adoption is not permitted and the 84 amendments are required to be applied on a prospective basis.
If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation and S-X or Regulation S-K, the pending content of the related amendment will be removed from the codification and will not become effective for any entity. Early adoption is not permitted and the amendments are required to be applied on a prospective basis.
The Model Risk Management group (“MRM”) within ERM is responsible for independent oversight of models used to measure market risk, including model and assumption implementation, development, and conceptual soundness; and 3. The Internal Audit Department which independently assesses the operating effectiveness of the first- and second-line processes and controls. Comments on Recent Developments.
The Model Risk Management group (“MRM”) within ERM is responsible for independent oversight of models used to measure market risk, including model and assumption implementation, development, and conceptual soundness; and 3. The Internal Audit Department which independently assesses the operating effectiveness of the first- and second-line processes and controls. 87 Comments on Recent Developments.
Expected lifetime losses are estimated on a collective basis for loans sharing similar risk characteristics and are 80 determined using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output.
Expected lifetime losses are estimated on a collective basis for loans sharing similar risk characteristics and are determined using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output.
For troubled, collateral-dependent loans, loss 69 confirming events may include an appraisal or other valuation that reflects a shortfall between the value of the collateral and the carrying value of the loan or receivable, or a deficiency balance following the sale of the collateral.
For troubled, collateral-dependent loans, loss confirming events may include an appraisal or other valuation that reflects a shortfall between the value of the collateral and the carrying value of the loan or receivable, or a deficiency balance following the sale of the collateral.
For information regarding our pension and other postretirement benefit plans including our pension contributions, investment strategies, assumptions, the change in benefit obligation and related plan assets, pension funding requirements and future net benefit payments, refer to Note 2, “Summary of Significant Accounting Policies” and Note 15, “Employee Benefits” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
For information regarding our pension and other postretirement benefit plans including our pension contributions, investment strategies, assumptions, the change in benefit obligation and related plan assets, pension funding requirements and future net benefit payments, refer to Note 2, “Summary of Significant Accounting Policies” and Note 16, “Employee Benefits” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
Under our current methodology, the allowance for loan losses contains reserves related to loans for which 66 the related allowance for loan losses is determined on an individual loan basis and on a collective basis, and other qualitative components.
Under our current methodology, the allowance for loan losses contains reserves related to loans for which the related allowance for loan losses is determined on an individual loan basis and on a collective basis, and other qualitative components.
We perform an evaluation of our allowance for loan losses on a regular basis (at least quarterly), and establish the allowance for loan losses based upon an evaluation of our loan categories, as each possesses unique risk characteristics that are considered when determining the appropriate level of allowance for loan losses, including: • known increases in concentrations within each category; • certain higher risk classes of loans, or pledged collateral; • historical loan loss experience within each category; • results of any independent review and evaluation of the category’s credit quality; • trends in volume, maturity and composition of each category; • volume and trends in delinquencies and non-accruals; • national and local economic conditions and downturns in specific local industries; • corporate goals and objectives; • lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices; and • current and forecasted banking industry conditions, as well as the regulatory and competitive environment.
We perform an evaluation of our allowance for loan losses on a regular basis (at least quarterly), and establish the allowance for loan losses based upon an evaluation of our loan categories, as each possesses unique risk characteristics that are considered when determining the appropriate level of allowance for loan losses, including: • known increases in concentrations within each category; • certain higher risk classes of loans, or pledged collateral; • historical loan loss experience within each category; • results of any independent review and evaluation of the category’s credit quality; • trends in volume, maturity and composition of each category; • volume and trends in delinquencies and non-accruals; • national and local economic conditions and downturns in specific local industries; • corporate goals and objectives; • lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices; and • current and forecasted banking industry conditions, as well as the regulatory and competitive environment. 67 Loans are evaluated on a regular basis by management.
Since a portion of the commitments are expected to expire without being drawn upon, the total commitments do not necessarily represent future cash requirements. The following table summarizes our short-term (e.g. maturity of one year or less) and long-term (e.g. maturity of greater than one year) contractual obligations, other commitments and contingencies at December 31, 2024.
Since a portion of the commitments are expected to expire without being drawn upon, the total commitments do not necessarily represent future cash requirements. The following table summarizes our short-term (e.g. maturity of one year or less) and long-term (e.g. maturity of greater than one year) contractual obligations, other commitments and contingencies at December 31, 2025.
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. The following table presents, on a tax equivalent basis, the effects of changing rates and volumes on our net interest income for the periods indicated.
Refer to Note 24, “Discontinued Operations ” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. The following table presents, on a tax equivalent basis, the effects of changing rates and volumes on our net interest income for the periods indicated.
We participate in the IntraFi Network, which allows us to provide access to FDIC deposit insurance protection on customer deposits for consumers, businesses and public entities that exceed same-bank FDIC insurance thresholds. We can elect to sell or repurchase this funding as reciprocal deposits from other IntraFi Network banks depending on our funding needs.
We participate in a reciprocal deposit network, which allows us to provide access to FDIC deposit insurance protection on customer deposits for consumers, businesses and public entities that exceed same-bank FDIC insurance thresholds. We can elect to sell or repurchase this funding as reciprocal deposits from other banks in the same network depending on our funding needs.
The Society of Actuaries (“SOA”) most recently issued mortality improvement tables during the year ended December 31, 2021. We reviewed our recent mortality experience and we determined our current mortality assumptions were appropriate to measure our pension plan obligations as of December 31, 2024. Significant differences in actual experience or significant changes in assumptions may materially affect the pension obligations.
The Society of Actuaries (“SOA”) most recently issued mortality improvement tables during the year ended December 31, 2021. We reviewed our recent mortality experience and we determined our current mortality assumptions were appropriate to measure our pension plan obligations as of December 31, 2025. Significant differences in actual experience or significant changes in assumptions may materially affect the pension obligations.
For further discussion of our methodology for estimating the fair value of acquired assets and assumed liabilities in connection with our merger with Cambridge, see Note 3, “Mergers and Acquisitions” within the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
For further discussion of our methodology for estimating the fair value of acquired assets and assumed liabilities in connection with our merger with HarborOne, see Note 3, “Mergers and Acquisitions” within the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
Management’s estimate of our allowance for loan losses as of December 31, 2024 and the provision for loan losses for the year ended December 31, 2024, was supported, in part, by Oxford Economics’ December 2024 Baseline forecast (“the forecast”) which was used to develop management’s estimate of the effect of expected future economic conditions on the allowance for loan losses.
Management’s estimate of our allowance for loan losses as of December 31, 2025 and the provision for loan losses for the year ended December 31, 2025, was supported, in part, by Oxford Economics’ December 2025 Baseline forecast (“the forecast”) which was used to develop management’s estimate of the effect of expected future economic conditions on the allowance for loan losses.
To illustrate the sensitivity of the modeled result to the impact of a hypothetical change in the economic forecast, management calculated the allowance for loan losses assuming the downside economic forecast scenario and, separately, the upside economic forecast scenario. The downside scenario assumed the U.S. economy will experience a slight growth in GDP in 2025 of 0.1%.
To illustrate the sensitivity of the modeled result to the impact of a hypothetical change in the economic forecast, management calculated the allowance for loan losses assuming the downside economic forecast scenario and, separately, the upside economic forecast scenario. The downside scenario assumed the U.S. economy will experience a slight growth in GDP in 2025 of 0.2%.
For additional information on our income taxes, refer to Note 13, “Income Taxes” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Pension and other Post Retirement Benefit Plans .
For additional information on our income taxes, refer to Note 14, “Income Taxes” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Pension and other Post Retirement Benefit Plans .
The tables below represent an analysis of our interest rate risk as measured by the estimated changes in our EVE, resulting from an instantaneous and sustained parallel shift in the yield curve (+100, +200, +400 basis points and -100, -200, and -400 basis points) at both December 31, 2024 and 2023.
The tables below represent an analysis of our interest rate risk as measured by the estimated changes in our EVE, resulting from an instantaneous and sustained parallel shift in the yield curve (+100, +200, +400 basis points and -100, -200, and -400 basis points) at both December 31, 2025 and 2024.
For further discussion of the change in the allowance for loan losses and the provision for allowance for loans losses, refer to Note 5, “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.
For further discussion of the change in the allowance for loan losses and the provision for allowance for loans losses, refer to Note 6, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
As of both December 31, 2024 and 2023, we had no securities categorized as Level 3 within the fair value hierarchy. 58 The following tables show contractual maturities of our AFS and HTM securities and weighted average yields at and for the years ended December 31, 2024 and 2023.
As of both December 31, 2025 and 2024, we had no securities categorized as Level 3 within the fair value hierarchy. 58 The following tables show contractual maturities of our AFS and HTM securities and weighted average yields at and for the years ended December 31, 2025 and 2024.
The increase in interest income on our loans was due to an increase in the average balance of our loans and an increase in the yield on our loans.
The increase in interest income on our loans was primarily due to an increase in the average balance of our loans and an increase in the yield on our loans.
For additional information on our allowance for loan losses, refer to Note 5, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Goodwill.
For additional information on our allowance for loan losses, refer to Note 6, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Goodwill.
(2) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. 75 (3) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities. (4) Net interest margin - FTE represents fully-taxable equivalent net interest income divided by average total interest-earning assets.
(2) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. 76 (3) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities. (4) Net interest margin - FTE represents fully-taxable equivalent net interest income divided by average total interest-earning assets.
While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. In November 2024, an investment policy study was completed for the Defined Benefit Plan.
While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. In November 2025, an investment policy study was completed for the Defined Benefit Plan.
For additional information regarding our allowance for loan losses, see Note 5, “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. Federal Home Loan Bank stock The FHLBB is a cooperative that provides services to its member banking institutions.
For additional information regarding our allowance for loan losses, see Note 6, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. 70 Federal Home Loan Bank stock The FHLBB is a cooperative that provides services to its member banking institutions.
This increase was primarily due to increased net interest income and noninterest income on an operating basis for the year ended December 31, 2024 compared to year ended December 31, 2023 partially offset by an increase in noninterest expense on an operating basis over the same period.
This increase was primarily due to increased net interest income and noninterest income on an operating basis for the year ended December 31, 2025 compared to year ended December 31, 2024 partially offset by an increase in noninterest expense on an operating basis over the same period.
In the future, 89 our liquidity position will continue to be affected by the level of customer deposits and payments, loan originations and repayments, as well as any acquisitions, dividends, and share repurchases in which we may engage.
In the future, 90 our liquidity position will continue to be affected by the level of customer deposits and payments, loan originations and repayments, as well as any acquisitions, dividends, and share repurchases in which we may engage.
For more detail regarding such hedging financial instruments, refer to Note 18, “Derivative Financial Instruments” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
For more detail regarding such hedging financial instruments, refer to Note 19, “Derivative Financial Instruments” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
For further discussion of management’s economic forecast assumptions and our sensitivity analysis of the allowance for loan losses as of December 31, 2024, refer to the earlier “Provision for Loan Losses” discussion within the “Results of Operations” within this Item 7.
For further discussion of management’s economic forecast assumptions and our sensitivity analysis of the allowance for loan losses as of December 31, 2025, refer to the earlier “Provision for Loan Losses” discussion within the “Results of Operations” within this Item 7.
All average balances in the table reflect daily average balances. Non-accrual loans were included in the computation of average balances but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees and costs, and discounts and premiums that are amortized or accreted to interest income or expense.
Non-accrual loans were included in the computation of average balances but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees and costs, and discounts and premiums that are amortized or accreted to interest income or expense.
The tables provide an indication of our interest rate risk exposure at a particular point in time, and actual results may differ. 87 The tables below set forth, as of December 31, 2024 and 2023, the modeled changes in our net interest income on an FTE basis that would result from the designated immediate changes in market interest rates: Interest Rate Sensitivity As of December 31, 2024 Change in Interest Rates (basis points) (1) Year 1 Change from Level Policy Limit 400 (2.1) % (20) % 200 (0.9) % (12) % 100 (0.4) % (10) % Flat — % — % (100) 0.2 % (10) % (200) 0.3 % (12) % (400) 2.4 % (20) % As of December 31, 2023 Change in Interest Rates (basis points) (1) Year 1 Change from Level Policy Limit 400 (6.1) % (20) % 200 (2.9) % (12) % 100 (1.4) % (10) % Flat — % — % (100) 1.0 % (10) % (200) 1.3 % (12) % (400) (0.4) % (20) % (1) Assumes an immediate uniform change in interest rates at all maturities.
The tables provide an indication of our interest rate risk exposure at a particular point in time, and actual results may differ. 88 The tables below set forth, as of December 31, 2025 and 2024, the modeled changes in our net interest income on an FTE basis that would result from the designated immediate changes in market interest rates: Interest Rate Sensitivity As of December 31, 2025 Change in Interest Rates (basis points) (1) Year 1 Change from Level Policy Limit 400 (1.7) % (20) % 200 (0.6) % (12) % 100 (0.2) % (10) % Flat — % — % (100) (0.1) % (10) % (200) 0.0 % (12) % (400) 1.4 % (20) % As of December 31, 2024 Change in Interest Rates (basis points) (1) Year 1 Change from Level Policy Limit 400 (2.1) % (20) % 200 (0.9) % (12) % 100 (0.4) % (10) % Flat — % — % (100) 0.2 % (10) % (200) 0.3 % (12) % (400) 2.4 % (20) % (1) Assumes an immediate uniform change in interest rates at all maturities.
Relevant standards that were recently issued but which we had not yet adopted as of December 31, 2024: In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements–Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”) .
Relevant standards that were recently issued but which we had not yet adopted as of December 31, 2025: 84 In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements–Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”) .
Approximately 31% of the outstanding principal balance of our loans, gross of outstanding interest rate swaps as described further below, as of December 31, 2024 was indexed to a market rate that is expected to reprice with similar magnitude and direction as the federal 51 funds rate.
Approximately 32% of the outstanding principal balance of our loans, gross of outstanding interest rate swaps as described further below, as of December 31, 2025 was indexed to a market rate that is expected to reprice with similar magnitude and direction as the federal 51 funds rate.
For additional information related to our interest rate derivative financial instruments, see Note 18, “Derivative Financial Instruments” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. 88 Economic Value of Equity Analysis.
For additional information related to our interest rate derivative financial instruments, see Note 19, “Derivative Financial Instruments” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. 89 Economic Value of Equity Analysis.
As a result of the study, it was determined that the weighted-average long-term rate of return on assets of 7.25% was reasonable as of December 31, 2024. Another key assumption in determining net pension expense is the assumed discount rate used to discount plan obligations.
As a result of the study, it was determined that the weighted-average long-term rate of return on assets of 7.00% was reasonable as of December 31, 2025. Another key assumption in determining net pension expense is the assumed discount rate used to discount plan obligations.
Acquisitions of businesses are accounted for using the acquisition method of accounting whereby goodwill represents the excess of purchase price over the fair value of net assets acquired. We evaluate goodwill for impairment at least annually, which we performed as of September 30, 2024, using a quantitative impairment approach.
Acquisitions of businesses are accounted for using the acquisition method of accounting whereby goodwill represents the excess of purchase price over the fair value of net assets acquired. We evaluate goodwill for impairment at least annually, which we performed as of November 30, 2025, using a quantitative impairment approach.
The implied control premium was estimated using the discounted cash flow method of the income approach by evaluating the present value of market participant cost savings and synergies. Based upon the assessment, we determined there was no impairment of our goodwill as of September 30, 2024.
The implied control premium was estimated using the discounted cash flow method of the income approach by evaluating the present value of market participant cost savings and synergies. Based upon the assessment, we determined there was no impairment of our goodwill as of November 30, 2025.
The effects of actual results differing from assumptions and the changing of assumptions are included in 82 unamortized net actuarial gains and losses that are subject to amortization to pension expense over future periods. The unamortized pre-tax actuarial loss on all of our pension plans was $34.1 million and $69.7 million at December 31, 2024 and December 31, 2023, respectively.
The effects of actual results differing from assumptions and the changing of assumptions are included in unamortized net actuarial gains and losses that are subject to amortization to pension expense over future periods. The unamortized pre-tax actuarial loss on all of our pension plans was $11.7 million and $34.1 million at December 31, 2025 and December 31, 2024, respectively.
Use of the downside scenario would have resulted in an incremental increase in the allowance for loan losses of approximately $16.9 million as of December 31, 2024. The upside scenario assumed GDP growth of 3.3% in 2025 along with sustained recovery.
Use of the downside scenario would have resulted in an incremental increase in the allowance for loan losses of approximately $19.9 million as of December 31, 2025. The upside scenario assumed GDP growth of 3.4% in 2025 along with sustained recovery.
The increase in goodwill and other intangible assets at December 31, 2024 from December 31, 2023 was due to our merger with Cambridge during the third quarter of 2024. 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.
The increase in goodwill and other intangible assets at December 31, 2025 from 2024 was due to our merger with HarborOne during the fourth quarter of 2025. Refer to Note 3, “Mergers and Acquisitions” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for additional discussion.
For further discussion of our accounting policies for estimating credit losses on acquired loans, see Note 2, “Summary of Significant Accounting Policies” within the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Income Taxes .
The allowance for credit losses on acquired loans is recognized within business combination accounting. For further discussion of our accounting policies for estimating credit losses on acquired loans, see Note 2, “Summary of Significant Accounting Policies” within the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Income Taxes .
For additional information related to the Company’s income taxes see Note 13, “Income Taxes” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
For additional information related to our income taxes see Note 14, “Income Taxes” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
We had total assets of $25.6 billion and $21.1 billion at December 31, 2024 and 2023, 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.
We had total assets of $30.6 billion and $25.6 billion at December 31, 2025 and 2024, respectively. We are subject to comprehensive regulation and examination by the Massachusetts Commissioner of Banks, the New Hampshire Banking Department, the FDIC, the Federal Reserve Board and the Consumer Financial Protection Bureau.
We purchase and/or are subject to redemption of FHLBB stock proportional to the volume of funding received and view the holdings as a necessary long-term investment for the purpose of balance sheet liquidity and not for investment return. We held an investment in the FHLBB of $5.9 million at both December 31, 2024 and 2023.
We purchase and/or are subject to redemption of FHLBB stock proportional to the volume of funding received and view the holdings as a necessary long-term investment for the purpose of balance sheet liquidity and not for investment return. We held an investment in the FHLBB of $13.8 million and $5.9 million at December 31, 2025 and 2024, respectively.
For purposes of the following discussion, income from tax-exempt loans and investment securities has been adjusted to an FTE basis, using a marginal tax rate of 21.8%, 21.8%, and 21.6% for the years ended December 31, 2024, 2023, and 2022, respectively.
For purposes of the following discussion, income from tax-exempt loans and investment securities has been adjusted to an FTE basis, using a marginal tax rate of 22.0%, 21.8%, and 21.8% for the years ended December 31, 2025, 2024, and 2023, respectively.
If the book value exceeds the fair value, an impairment is charged to net income. As of December 31, 2024, management identified one reporting unit for purposes of testing goodwill for impairment: the banking business. We performed our annual assessment of impairment for the banking business as of September 30, 2024.
If the book value exceeds the fair 81 value, an impairment is charged to net income. As of December 31, 2025, management identified one reporting unit for purposes of testing goodwill for impairment: the banking business. We performed our annual assessment of impairment for the banking business as of November 30, 2025.
We did not record any impairment to our goodwill or other intangible assets during the years ended December 31, 2024 and 2023. For discussion of the impairment testing performed, refer to Note 8, “Goodwill and Core Deposit Intangible Asset” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
We did not record any impairment to our goodwill or other intangible assets during the years ended December 31, 2025 and 2024. For discussion of the impairment testing performed, refer to Note 9, “Goodwill and Other Intangible Assets” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
The total amount of interest recorded on NPLs during both the years ended December 31, 2024 and 2023 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 $8.8 million and $6.5 million for the years ended December 31, 2024 and 2023, respectively.
The total amount of interest recorded on NPLs during both the years ended December 31, 2025 and 2024 was not significant. The gross interest income that would have been recorded under the original terms of those loans if they had been performing amounted to $7.9 million and $8.8 million for the years ended December 31, 2025 and 2024, respectively.
The aggregate amortized cost balance as of December 31, 2024 of loans modified during the year ended December 31, 2024 which were determined to be modifications to borrowers experiencing financial difficulty was $30.7 million. Included in such modifications were four commercial real estate loans collateralized by properties in our office risk segment.
The aggregate amortized cost balance as of December 31, 2025 of loans modified during the year ended December 31, 2025 which were determined to be modifications to borrowers experiencing financial difficulty was $67.1 million. Included in such modifications were four commercial real estate loans collateralized by properties in our office risk segment.
As of December 31, 2024, twelve of our office-related CRE loans, which had a total recorded investment balance of $87.0 million, were on non-accrual status. As of December 31, 2023, two of our office-related CRE loans were on non-accrual status and had a total recorded investment balance of $14.0 million.
As of December 31, 2024, twelve of our office-related CRE loans were on non-accrual status and had a total recorded investment balance of $87.0 million.
NPLs as a percentage of total loans increased to 0.76% at December 31, 2024 from 0.38% at December 31, 2023. 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, 2024 and December 31, 2023.
NPLs as a percentage of total loans decreased to 0.75% at December 31, 2025 from 0.76% at December 31, 2024. Refer to the later “Allowance for Credit Losses” section in this Item 7 for a discussion of the change in non-accrual loans which comprise our NPLs as of December 31, 2025 and 2024.
These liquidity sources provided 90% coverage of all customer uninsured and uncollateralized deposits, which totaled $6.9 billion, or 32% of total deposits, as of December 31, 2024. For further discussion of uninsured deposits, refer to the “Deposits” discussion within the “Financial Position” within this Item 7.
These liquidity sources provided 90% coverage of all customer uninsured and uncollateralized deposits, which totaled $8.1 billion, or 32% of total deposits, as of December 31, 2025. For further discussion of uninsured deposits, refer to the “Deposits” discussion within the “Financial Position” within this Item 7.
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, and mixed-use properties where rental income is primarily from office space) totaled $1.0 billion and $0.8 billion as of December 31, 2024 and 2023, respectively.
Our total office-related commercial real estate (“CRE”) loans (which is comprised of loans within our commercial real estate and construction portfolios that are secured by office space, medical office space, mixed-use, and laboratory/life sciences office properties where rental income is primarily from office space) totaled $1.3 billion and $1.0 billion as of December 31, 2025 and 2024, respectively.
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 $2.4 billion as of December 31, 2024, representing approximately 13% of the outstanding principal balance of our loans at that date.
A portion of these loans have been hedged using interest rate swaps to convert the floating rate interest receipts to a fixed rate. The notional amount of floating rate loans swapped totaled $1.9 billion as of December 31, 2025, representing approximately 8% of the outstanding principal balance of our loans at that date.
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, 2024 and December 31, 2023, 64 the carrying amount of PCD loans was $331.4 million and $49.1 million, respectively.
We consider factors such as payment history, collateral values and accrual status when determining whether there was evidence of deterioration at the merger date. As of December 31, 2025 and 2024, the carrying 65 amount of PCD loans was $659.7 million and $331.4 million, respectively.
Refer to the section titled “Outlook and Trends” within this Item 7 for additional discussion. For additional discussion of our allowance for credit losses measurement methodology, see Note 5, “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.
For additional discussion of our allowance for credit losses measurement methodology, see Note 6, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.
The aggregate amortized cost balance as of December 31, 2023 of loans modified during the year ended December 31, 2023 which were determined to be modifications to borrowers experiencing financial difficulty was $19.4 million.
The aggregate amortized cost balance as of December 31, 2024 of loans modified during the year ended December 31, 2024 which were determined to be modifications to borrowers experiencing financial difficulty was $30.7 million.
Refer to the “Results of Operations” section below for additional discussion of the changes in net interest income, noninterest income and noninterest expense. 50 The following chart shows our efficiency ratio on a GAAP and operating (non-GAAP) basis over the past five years (refer to the “Non-GAAP Financial Measures” section below for additional information on the determination of each measure): Both the GAAP efficiency ratio and non-GAAP operating efficiency ratio decreased during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Refer to the “Results of Operations” section below for additional discussion of the changes in net interest income, noninterest income and noninterest expense. 50 The following chart shows our efficiency ratio on a GAAP and operating (non-GAAP) basis over the past five years (refer to the “Non-GAAP Financial Measures” section below for additional information on the determination of each measure): The GAAP efficiency ratio increased during the year ended December 31, 2025 compared to the year ended December 31, 2024, which was primarily due to higher security losses during the year ended December 31, 2025 compared to year ended December 31, 2024.
Loans are evaluated on a regular basis by management. Expected lifetime losses are estimated on a collective basis for loans sharing similar risk characteristics and are determined using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output.
Management uses a methodology to systematically estimate the amount of expected lifetime losses in the portfolio. Expected lifetime losses are estimated on a collective basis for loans sharing similar risk characteristics and are determined using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output.
For our Defined Benefit Plan and the Non-Qualified Benefit Equalization Plan, the interest rates used to convert annuities to the actuarial equivalent lump sum amounts were selected based on the applicable segment rates under Internal Revenue Code Section 417(e) and rounded up to the nearest 25 basis points to account for the increase in bond yields during December 2024.
For our Defined Benefit Plan and the Non-Qualified Benefit Equalization Plan, the interest rates used to convert annuities to the actuarial equivalent lump sum amounts were selected based on the applicable segment rates under Internal Revenue Code Section 417(e) (November 2025, released in December 2025) and rounded to the nearest 25 basis points.
When the Federal Reserve began raising interest rates in March of 2022 from very low levels, management began evaluating a derivative strategy designed to limit our exposure to downward rate scenarios. In 2022, management executed a total of $2.4 billion in notional value of receive-fixed interest rate swap agreements on floating-rate loans.
When the Federal Reserve began raising interest rates in March of 2022 from very low levels, management began evaluating a derivative strategy designed to limit our exposure to downward rate scenarios. In 2022, management executed receive-fixed interest rate swap agreements on floating-rate loans which have a total notional value of $1.9 billion as of December 31, 2025.
Any write-downs to the cost of the related asset upon transfer to OREO to reflect the asset at fair value less estimated costs to sell is recorded through the allowance for loan losses. NPLs increased $83.3 million, or 158%, to $135.8 million at December 31, 2024 from $52.6 million at December 31, 2023.
Any write-downs to the cost of the related asset upon transfer to OREO to reflect the asset at fair value less estimated costs to sell is recorded through the allowance for loan losses. NPLs increased $36.5 million, or 27%, to $172.3 million at December 31, 2025 from $135.8 million at December 31, 2024.
The following table shows the fair value of our securities by investment category as of the dates indicated: Securities Portfolio Composition As of December 31, 2024 2023 (In thousands) Available for sale securities, at fair value: Government-sponsored residential mortgage-backed securities $ 2,561,895 $ 2,780,638 Government-sponsored commercial mortgage-backed securities 1,161,111 1,124,376 U.S. Agency bonds 17,672 216,011 U.S.
The following table shows the fair value of our securities by investment category as of the dates indicated: Securities Portfolio Composition As of December 31, 2025 2024 (In thousands) Available for sale securities, at fair value: Government-sponsored residential mortgage-backed securities $ 2,533,309 $ 2,561,895 Government-sponsored commercial mortgage-backed securities 1,060,331 1,161,111 U.S. Agency bonds — 17,672 U.S.
EVE Interest Rate Sensitivity (2) Change in Interest Rates (basis points) (1) As of December 31, 2024 EVE as a Percentage of Total Assets (3) Estimated Increase (Decrease) in EVE from Level Percent Policy Limit 400 (10.8) % (30) % 22.34 % 200 (5.7) % (20) % 22.50 % 100 (3.0) % N/A 22.56 % Flat — — 22.65 % (100) 3.2 % N/A 22.73 % (200) 5.6 % (20) % 22.63 % (400) 8.8 % (30) % 22.06 % Change in Interest Rate (basis points) (1) As of December 31, 2023 EVE as a Percentage of Total Assets (3) Estimated Increase (Decrease) in EVE from Level Percent (%) Policy Limit 400 (17.3) % (30) % 18.76 % 200 (9.9) % (20) % 19.37 % 100 (5.5) % N/A 19.73 % Flat — — 20.22 % (100) 5.3 % N/A 20.62 % (200) 9.2 % (20) % 20.73 % (400) 13.1 % (30) % 20.34 % (1) Assumes an immediate uniform change in interest rates at all maturities.
EVE Interest Rate Sensitivity (2) Change in Interest Rates (basis points) (1) As of December 31, 2025 EVE as a Percentage of Total Assets (3) Estimated Increase (Decrease) in EVE from Level Percent Policy Limit 400 (3.0) % (30) % 22.17 % 200 (0.6) % (20) % 21.81 % 100 (0.3) % N/A 21.43 % Flat — — 21.02 % (100) (0.9) % N/A 20.38 % (200) (3.4) % (20) % 19.46 % (400) (15.1) % (30) % 16.45 % Change in Interest Rates (basis points) (1) As of December 31, 2024 EVE as a Percentage of Total Assets (3) Estimated Increase (Decrease) in EVE from Level Percent (%) Policy Limit 400 (10.8) % (30) % 22.34 % 200 (5.7) % (20) % 22.50 % 100 (3.0) % N/A 22.56 % Flat — — 22.65 % (100) 3.2 % N/A 22.73 % (200) 5.6 % (20) % 22.63 % (400) 8.8 % (30) % 22.06 % (1) Assumes an immediate uniform change in interest rates at all maturities.
(2) As of December 31, 2024 and 2023, loans with a carrying value of $2.3 billion and $4.6 billion, respectively, and securities with a carrying value of $1.0 billion at December 31, 2024 were pledged to the FHLBB resulting in this additional unused borrowing capacity. No securities were pledged to the FHLBB as collateral as of December 31, 2023.
(2) As of December 31, 2025 and 2024, loans with a carrying value of $5.0 billion and $2.3 billion, respectively, and securities with a carrying value of $157.6 million and $1.0 billion, respectively, were pledged to the FHLBB resulting in this additional unused borrowing capacity.
We recorded a provision for allowance for loan losses of $67.4 million for the year ended December 31, 2024, compared to a provision of $20.1 million for the year ended December 31, 2023.
We recorded a provision for allowance for loan losses of $26.2 million for the year ended December 31, 2025, compared to a provision of $67.4 million for the year ended December 31, 2024.
The delinquency rate of our total loan portfolio increased to 0.62% at December 31, 2024 from 0.41% at December 31, 2023. 63 The following table provides details regarding our delinquency rates as of the dates indicated: Loan Delinquency Rates Delinquency Rate as of December 31, 2024 2023 Commercial and industrial 0.00 % 0.13 % Commercial real estate 0.46 % — % Commercial construction — % — % Business banking 1.19 % 0.58 % Residential real estate 1.04 % 1.11 % Consumer home equity 1.29 % 1.43 % Other consumer 0.62 % 0.46 % Total 0.62 % 0.41 % As a general rule, loans more than 90 days past due with respect to principal or interest are classified as non-accrual loans.
The delinquency rate of our total loan portfolio decreased to 0.56% at December 31, 2025 from 0.62% at December 31, 2024. 64 The following table provides details regarding our delinquency rates as of the dates indicated: Loan Delinquency Rates Delinquency Rate as of December 31, 2025 2024 Commercial and industrial 0.17 % 0.00 % Commercial real estate 0.22 % 0.46 % Commercial construction 0.18 % — % Business banking 1.83 % 1.19 % Residential real estate 1.02 % 1.04 % Consumer home equity 0.99 % 1.29 % Other consumer 0.35 % 0.62 % Total 0.56 % 0.62 % As a general rule, loans more than 90 days past due with respect to principal or interest are classified as non-accrual loans.
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 million, or 10.2%, to $412.0 million at December 31, 2024 from $373.7 million at December 31, 2023.
Our potential problem loans, or loans with potential weaknesses that were not included in the non-accrual loans or in the loans 90 or more past due categories, increased by $1.7 million, or 0.4%, to $413.7 million at December 31, 2025 from $412.0 million at December 31, 2024.
Refer to the earlier “ Non-GAAP Financial Measures” section within this Item 7 for additional information. (5) Represents net income, including net income from discontinued operations, divided by average total assets. Discontinued operations is applicable to the years ended December 31, 2023 and 2022. (6) Represents net income, including net income from discontinued operations, divided by average equity.
Refer to the earlier “ Non-GAAP Financial Measures” section within this Item 7 for additional information. (5) Represents net income, including net income from discontinued operations in the case of the year ended December 31, 2023, divided by average total assets.
The overfunded status of all of our pension plans improved during the year ended December 31, 2024 to $110.9 million from $69.0 million primarily due to: (i) actual pension plan investment returns greater than expected of $12.7 million; and (ii) the favorable effect of an increase in discount rates of $22.2 million; partially offset by (iii) changes in other actuarial assumptions and demographic data updates; and (iv) the unfavorable effect of a decrease in lump sum conversion rates of $0.3 million.
The overfunded status of all of our pension plans improved during the year ended December 31, 2025 to $130.4 million from $110.9 million primarily due to: (i) actual pension plan investment returns greater than expected of $31.7 million; partially offset by (ii) changes in other actuarial assumptions and demographic data updates; and (iii) the unfavorable effect of a decrease in discount rates of $8.0 million.
(4) Loans with a carrying value of $3.1 billion and $1.1 billion at December 31, 2024 and 2023, respectively, and securities with a carrying value of $794.8 million and $168.8 million at December 31, 2024 and 2023, respectively, were pledged to the Discount Window, resulting in this additional borrowing capacity.
(3) As of December 31, 2025 and 2024, loans with a carrying value of $5.0 billion and $3.1 billion, respectively, and securities with a carrying value of $414.2 million and $794.8 million, respectively, were pledged to the Discount Window, resulting in this additional borrowing capacity.
Commitments to extend credit was comprised of $4.0 billion of commitments under commercial loans and lines of credit (including $659.4 million of unadvanced portions of construction loans), $2.3 billion of commitments under home equity loans and lines of credit, $221.4 million in overdraft coverage commitments, $26.6 million of unfunded commitments related to residential real estate loans and $129.9 million in other consumer loans and lines of credit as of December 31, 2024.
Commitments to extend credit was comprised of $4.2 billion of commitments under commercial loans and lines of credit (including $658.0 million of unadvanced portions of construction loans), $2.6 billion of commitments under home equity loans and lines of credit, $226.0 million in overdraft coverage commitments, $44.5 million of unfunded commitments related to residential real estate loans and $154.4 million in other consumer loans and lines of credit as of December 31, 2025.
The following tables set forth the allocation of the allowance for loan losses by loan categories listed in loan portfolio composition and the related loan balances as a percentage of total loans as of the dates indicated: Summary of Allocation of Allowance for Loan Losses As of December 31, 2024 2023 Allowance for Loan Losses Percent of Allowance in Category to Total Allowance Percent of Loans in Category to Total Loans Allowance for Loan Losses Percent of Allowance in Category to Total Allowance Percent of Loans in Category to Total Loans (Dollars in thousands) Commercial and industrial $ 41,090 17.95 % 18.24 % $ 26,959 18.09 % 21.71 % Commercial real estate 116,175 50.74 % 39.37 % 65,475 43.95 % 39.05 % Commercial construction 8,462 3.70 % 2.74 % 6,666 4.47 % 2.77 % Business banking 19,899 8.69 % 8.01 % 14,913 10.01 % 7.77 % Residential real estate 32,291 14.10 % 22.48 % 25,954 17.42 % 18.36 % Consumer home equity 7,472 3.26 % 7.66 % 5,595 3.76 % 8.65 % Other consumer 3,563 1.56 % 1.50 % 3,431 2.30 % 1.69 % Total $ 228,952 100.00 % 100.00 % $ 148,993 100.00 % 100.00 % As of December 31, 2022 2021 2020 Allowance for Loan Losses Percent of Allowance in Category to Total Allocated Allowance Percent of Loans in Category to Total Loans Allowance for Loan Losses Percent of Allowance in Category to Total Allocated Allowance Percent of Loans in Category to Total Loans Allowance for Loan Losses Percent of Allowance in Category to Total Allocated Allowance Percent of Loans in Category to Total Loans (Dollars in thousands) Commercial and industrial $ 26,859 18.89 % 23.21 % $ 18,018 18.43 % 24.10 % $ 26,617 23.54 % 20.51 % Commercial real estate 54,730 38.49 % 37.97 % 52,373 53.56 % 36.82 % 54,569 48.28 % 36.73 % Commercial construction 7,085 4.98 % 2.48 % 2,585 2.64 % 1.81 % 4,553 4.03 % 3.14 % Business banking 16,189 11.38 % 8.03 % 10,983 11.23 % 10.87 % 13,152 11.64 % 13.76 % Residential real estate 28,129 19.78 % 18.13 % 6,556 6.70 % 15.69 % 6,435 5.69 % 14.09 % Consumer home equity 6,454 4.54 % 8.75 % 3,722 3.81 % 8.96 % 3,744 3.31 % 8.92 % Other consumer 2,765 1.94 % 1.43 % 3,308 3.38 % 1.75 % 3,467 3.07 % 2.85 % Other — — % — % 242 0.25 % — % 494 0.44 % — % Total $ 142,211 100.00 % 100.00 % $ 97,787 100.00 % 100.00 % $ 113,031 100.00 % 100.00 % To determine if a loan should be charged-off, all possible sources of repayment are analyzed.
For additional information regarding the credit quality of our loans, see Note 6, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. 69 The following tables set forth the allocation of the allowance for loan losses by loan categories listed in loan portfolio composition and the related loan balances as a percentage of total loans as of the dates indicated: Summary of Allocation of Allowance for Loan Losses As of December 31, 2025 2024 Allowance for Loan Losses Percent of Allowance in Category to Total Allowance Percent of Loans in Category to Total Loans Allowance for Loan Losses Percent of Allowance in Category to Total Allowance Percent of Loans in Category to Total Loans (Dollars in thousands) Commercial and industrial $ 65,768 19.82 % 18.34 % $ 41,090 17.95 % 18.24 % Commercial real estate 164,376 49.53 % 40.42 % 116,175 50.74 % 39.37 % Commercial construction 21,058 6.35 % 2.41 % 8,462 3.70 % 2.74 % Business banking 22,921 6.91 % 6.80 % 19,899 8.69 % 8.01 % Residential real estate 44,177 13.31 % 23.40 % 32,291 14.10 % 22.48 % Consumer home equity 9,171 2.76 % 7.46 % 7,472 3.26 % 7.66 % Other consumer 4,370 1.32 % 1.17 % 3,563 1.56 % 1.50 % Total $ 331,841 100.00 % 100.00 % $ 228,952 100.00 % 100.00 % As of December 31, 2023 2022 2021 Allowance for Loan Losses Percent of Allowance in Category to Total Allocated Allowance Percent of Loans in Category to Total Loans Allowance for Loan Losses Percent of Allowance in Category to Total Allocated Allowance Percent of Loans in Category to Total Loans Allowance for Loan Losses Percent of Allowance in Category to Total Allocated Allowance Percent of Loans in Category to Total Loans (Dollars in thousands) Commercial and industrial $ 26,959 18.09 % 21.71 % $ 26,859 18.89 % 23.21 % $ 18,018 18.43 % 24.10 % Commercial real estate 65,475 43.95 % 39.05 % 54,730 38.49 % 37.97 % 52,373 53.56 % 36.82 % Commercial construction 6,666 4.47 % 2.77 % 7,085 4.98 % 2.48 % 2,585 2.64 % 1.81 % Business banking 14,913 10.01 % 7.77 % 16,189 11.38 % 8.03 % 10,983 11.23 % 10.87 % Residential real estate 25,954 17.42 % 18.36 % 28,129 19.78 % 18.13 % 6,556 6.70 % 15.69 % Consumer home equity 5,595 3.76 % 8.65 % 6,454 4.54 % 8.75 % 3,722 3.81 % 8.96 % Other consumer 3,431 2.30 % 1.69 % 2,765 1.94 % 1.43 % 3,308 3.38 % 1.75 % Other — — % — % — — % — % 242 0.25 % — % Total $ 148,993 100.00 % 100.00 % $ 142,211 100.00 % 100.00 % $ 97,787 100.00 % 100.00 % To determine if a loan should be charged-off, all possible sources of repayment are analyzed.
Net income from continuing operations for the year ended December 31, 2024 and net loss from continuing operations for the year ended December 31, 2023 included items that our management considers non-core, which management excludes for purposes of assessing our operating net income, a non-GAAP financial measure.
Net income from continuing operations for the year ended December 31, 2025 and 2024, included items that our management considers non-core, which management excludes for purposes of assessing our operating net income, a non-GAAP financial measure. Operating net income for the year ended December 31, 2025 was $318.0 million compared to $196.6 million for the year ended December 31, 2024.
At its most recent meeting on January 29, 2025, the FOMC decided to maintain the target range for the federal funds rate at the range established following its November 7, 2024 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.
At its most recent meeting on January 28, 2026 the FOMC decided to maintain the target range for the federal funds rate at the range set at its December 10, 2025 meeting and indicated, in considering additional adjustments to the target range for the federal funds rate, it will carefully assess incoming data, the evolving outlook, and the balance of risks.

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