Eastern Bankshares, Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Report:
(1) The Consolidated Financial Statements (see Item 8 of this Annual Report on Form 10-K):
Reports of Independent Registered Public Accounting Firm.
Consolidated statements of income for each of the years in the three-year period ended December 31, 2025.
Consolidated statements of comprehensive income for each of the years in the three-year period ended December 31, 2025.
Consolidated statements of changes in shareholders’ equity for each of the years in the three-year period ended December 31, 2025.
Consolidated statements of cash flows for each of the years in the three-year period ended December 31, 2025.
Notes to the Consolidated Financial Statements.
(2) All schedules are omitted because they are not applicable or not required, or because the required information is shown either in the Consolidated Financial Statements or in the Notes thereto in this Annual Report on Form 10-K.
(3) The exhibits that are filed as part of this Report are listed below in the Exhibits Index.
(b) The exhibits listed in the Exhibit Index (following the signatures section of this report) are included in, or incorporated by reference into, this Annual Report on Form 10-K.
(c) All schedules are omitted as the required information is not applicable or the information is presented in the Consolidated Financial Statements or related Notes thereto in this Annual Report on Form 10-K.
EXHIBIT INDEX
The following exhibits are included in this Annual Report on Form 10-K for the year ended December 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K):
| Form · File No. · Filing Date · Exhibit No. | |||||
|---|---|---|---|---|---|
| 2.1 | Plan of Conversion | S-1 | 333-239251 | 06/18/2020 | 2 |
| 2.2 | Amendment No. 1 to Agreement and Plan of Merger by and among Eastern Bankshares, Inc., Eastern Bank, Citadel MS 2023, Inc., Cambridge Bancorp and Cambridge Trust Company, dated as of July 2, 2024 | 8-K | 001-39610 | 07/15/2024 | 2.2 |
| 2.3 | Agreement and Plan of Merger by and among Eastern Bankshares, Inc., Eastern Bank, HarborOne Bancorp, Inc. and HarborOne Bank, dated as of April 24, 2025 | 8-K | 001-39610 | 04/24/2025 | 2.1 |
| 3.1 | Restated Articles of Organization of Eastern Bankshares, Inc., effective May 16, 2022 | 10-Q | 001-39610 | 08/05/2022 | 3.1 |
| 3.2 | Bylaws of Eastern Bankshares, Inc. | 10-Q | 333-239251 | 09/24/2020 | 3.2 |
| 4.1 | Form of Common Stock Certificate of Eastern Bankshares, Inc. | S-1/A | 333-239251 | 08/05/2020 | 4 |
| 4.2 | Description of Equity Securities Registered under Section 12 of the Exchange Act | 10-K | 001-39610 | 03/29/2021 | 4.2 |
| 10.1† | Eastern Bank Employee Stock Ownership Plan | S-1 | 333-239251 | 06/18/2020 | 10.1 |
| 10.2† | Executive Severance Benefits Agreement with Robert F. Rivers | S-1 | 333-239251 | 06/18/2020 | 10.2 |
| 10.3† | Executive Retention and Severance Benefits Agreement with Quincy L. Miller | S-1 | 333-239251 | 06/18/2020 | 10.3 |
| ExhibitNo. | Description | Included with this Form 10-K | Form | File No. | Filing Date | Exhibit No. |
|---|---|---|---|---|---|---|
| 10.4† | Change in Control Agreement with Robert F. Rivers, dated June 15, 2020 | S-1 | 333-239251 | 06/18/2020 | 10.4 | |
| 10.5† | Change in Control Agreement with Quincy L. Miller, dated June 15, 2020 | S-1 | 333-239251 | 06/18/2020 | 10.5 | |
| 10.6† | Form of Change in Control Agreement with other executive officers | S-1 | 333-239251 | 06/18/2020 | 10.6 | |
| 10.7† | Supplemental Executive Retirement Plan | S-1 | 333-239251 | 06/18/2020 | 10.7 | |
| 10.8† | Amendment to Supplemental Executive Retirement Plan dated July 26, 2021 | 10-Q | 001-39610 | 11/10/2021 | 10.1 | |
| 10.9† | Restated Benefit Equalization Plan | 10-K | 001-39610 | 2/26/2024 | 10.9 | |
| 10.10† | Outside Directors’ Retainer Continuance Plan, as amended | 10-Q | 333-239251 | 09/24/2020 | 10.9 | |
| 10.11† | 409A Long Term Incentive Plan, as amended | S-1 | 333-239251 | 06/18/2020 | 10.10 | |
| 10.12† | 409A Deferred Compensation Plan, as amended | S-1 | 333-239251 | 06/18/2020 | 10.11 | |
| 10.13† | Eastern Insurance Group LLC Supplemental Executive Retirement Plan | S-1 | 333-239251 | 06/18/2020 | 10.12 | |
| 10.14† | Deferred Compensation Plan, as amended | S-1 | 333-239251 | 06/18/2020 | 10.13 | |
| 10.15† | Eastern Bankshares, Inc. Management Incentive Plan for Eastern Bank Participants | 10-Q | 001-39610 | 08/13/2021 | 10.1 | |
| 10.16† | Eastern Bankshares, Inc. Management Incentive Plan for Eastern Insurance Group LLC Participants | 10-Q | 001-39610 | 08/13/2021 | 10.2 | |
| 10.17† | Eastern Bankshares, Inc. 2021 Equity Incentive Plan | S-8 | 333-239251 | 11/29/2021 | 10.1 | |
| 10.18† | Form of Restricted Stock Award Agreement | S-8 | 333-239251 | 11/29/2021 | 10.2 | |
| 10.19† | Form of One-Time RSU Award Agreement | 8-K | 001-39610 | 01/19/2022 | 10.1 | |
| 10.20† | Form of Annual RSU Award Agreement | 8-K | 001-39610 | 01/19/2022 | 10.2 | |
| 10.21† | Form of One-Time PSU Award Agreement | 8-K | 001-39610 | 01/19/2022 | 10.3 | |
| 10.22† | Form of Annual PSU Award Agreement | 8-K | 001-39610 | 01/19/2022 | 10.4 | |
| 10.23† | Executive Severance Benefits Agreement dated as of September 19, 2023, between Denis K. Sheahan and Eastern Bank | 8-K | 001-39610 | 09/19/2023 | 99.2 | |
| 10.24† | Change in Control Agreement dated as of September 19, 2023, among Eastern Bankshares, Inc., Eastern Bank and Denis K. Sheahan | 8-K | 001-39610 | 09/19/2023 | 99.3 | |
| 10.25† | Amendment to Eastern Bank Stock Ownership Plan, dated June 5, 2023 | 10-Q | 001-39610 | 11/03/2023 | 10.6 | |
| 10.26† | Offer Letter, dated July 1, 2024, between Eastern Bank and Denis K. Sheahan | 10-Q | 001-39610 | 08/07/2024 | 10.2 | |
| 10.27† | Change in Control Agreement, effective August 1, 2024, among Eastern Bankshares, Inc., Eastern Bank, and R. David Rosato | 8-K | 001-39610 | 07/15/2024 | 99.2 | |
| 10.28† | Summary of Material Terms of Denis K. Sheahan’s Rollover Equity Awards in Cambridge Bancorp Merger | 10-Q | 001-39610 | 08/07/2024 | 10.5 | |
| 10.29† | Cambridge Bancorp 2017 Equity and Cash Incentive Plan | S-8 | 333-275479 | 07/11/2024 | 10.2 | |
| 19.1 | Eastern Bankshares, Inc. Insider Trading Policy | 10-K | 001-39610 | 2/27/2025 | 19.1 | |
| 21* | Subsidiaries of Eastern Bankshares, Inc. | X | ||||
| ExhibitNo. | Description | Included with this Form 10-K | Form | File No. | Filing Date | Exhibit No. |
|---|---|---|---|---|---|---|
| 23.1* · Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm · X | ||||||
| 31.1* · Certification of Chief Executive Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act · X | ||||||
| 31.2* · Certification of Chief Financial Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act · X | ||||||
| 32.1+ · Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · X | ||||||
| 32.2+ · Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · X | ||||||
| 97.1 | Eastern Bankshares, Inc. Clawback Policy | 10-K | 001-39610 | 2/26/2024 | 97.1 | |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2025 and 2024, (ii) the Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023 (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, (iv) the Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023, and (vi) the Notes to the Consolidated Financial Statements. | X | ||||
| 104 | Cover page interactive data file (formatted as inline XBRL with applicable taxonomy extension information) contained in Exhibit 101 to this report+. | X | ||||
† Management contract or compensatory plan, contract or arrangement
- Filed herewith
- Furnished herewith
(1)Certain schedules and other similar attachments to this exhibit were omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.
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