DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant x

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☐ Preliminary Proxy Statement		☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
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☐ Soliciting Material Pursuant to Rule 14a-12

Eastern Bankshares, Inc.

(Name of the Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

March 26, 2026

Dear Shareholder:

I am pleased to invite you to attend the 2026 Annual Meeting of Shareholders of Eastern Bankshares, Inc. The meeting will be held on Monday, May 18, 2026, at 12:00 p.m. Eastern Time online via the Internet. Details regarding the business to be conducted at the meeting are described in the notice of the meeting and our proxy statement.

Shareholders will receive a notice describing how to access our proxy materials over the Internet, how to request a paper copy of proxy materials, and how to register to attend the meeting virtually. Our proxy materials, including this proxy statement and our 2026 annual report to shareholders, contain our audited financial statements and information about our business.

Your vote is very important. You can ensure your shares of our common stock are represented and are voted by submitting your instructions by telephone, the Internet, or in writing by returning your proxy card or voting form. We encourage you to consider registering for and attending our virtual 2026 Annual Meeting of Shareholders.

Thank you for your support and continued interest in Eastern Bankshares, Inc.

Sincerely,

LOGO

ROBERT F. RIVERS

Chair of the Board of Directors and

Executive Chair

LOGO

March 26, 2026

To Shareholders of

Eastern Bankshares, Inc.

NOTICE OF ANNUAL MEETING

The 2026 Annual Meeting of Shareholders of Eastern Bankshares, Inc. (“the Company”) will be held on Monday, May 18, 2026, at 12:00 p.m. Eastern Time online via the Internet. The purpose of the meeting is to consider and take action upon the following matters:

to elect six directors for a one-year term expiring in 2027;

to hold an advisory vote on executive compensation;

to ratify the appointment of Ernst & Young LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the 2026 fiscal year; and

to vote on such other business as may properly be brought before the meeting and any adjournment of the meeting.

The record date for the determination of the shareholders entitled to receive notice of and to vote at the Annual Meeting is Friday, March 13, 2026. Our stock transfer books will remain open.

Our Bylaws require that the holders of a majority of the shares of Company common stock, issued and outstanding and entitled to vote at the meeting, be present online or in person, or represented by proxy at the meeting in order to constitute a quorum for the transaction of business. Accordingly, it is important that your shares be represented at the meeting regardless of the number of shares you may hold. Please ensure that your shares of Company common stock are present and voted at the meeting by submitting your instructions by telephone, the Internet, or in writing by completing, signing, dating and returning your proxy card or voting form. If you choose to attend the virtual 2026 Annual Meeting, you may also vote your shares through the Internet during the meeting.

You are entitled to participate in the 2026 Annual Meeting if you were a shareholder at the close of business on Friday, March 13, 2026, the record date, or hold a legal proxy for the meeting provided by your bank, broker or nominee as of such record date.

•

To register to attend the 2026 Annual Meeting online via the Internet, visit www.proxydocs.com/EBC and enter your control number. Registrants who choose to participate will be provided a link via email to the virtual meeting on the day of the meeting.

•

To vote your shares virtually in advance of or at the 2026 Annual Meeting, visit www.proxypush.com/EBC and enter your control number.

Your control number can be found on your proxy card, vote authorization form or the Notice of Internet Availability of Proxy Materials.

If you join the virtual 2026 Annual Meeting, you can submit questions in writing during the meeting through the Q&A tab on the virtual platform. We intend to answer as many questions that pertain to Company matters as time allows during the meeting. Questions that are substantially similar may be grouped or not answered to ensure we are able to address as many topics as possible.

A complete list of registered shareholders will be made available to shareholders of record at the meeting and in accordance with our Bylaws by emailing annualmeeting@easternbank.com.

This notice, the proxy and proxy statement are sent to you by order of our Board of Directors on behalf of the Company.

LOGO

KATHLEEN C. HENRY

Executive Vice President, General Counsel and

Corporate Secretary

TABLE OF CONTENTS


	Page
Proxy Statement		1
Internet Availability of Proxy Materials		1
Voting Procedures		1
Security Ownership of Certain Beneficial Owners and Management		5
Delinquent Section 16(a) Reports		8
Proposal 1 - Election of Directors		9
Corporate Governance		19
Certain Relationships and Related Party Transactions		27
Information About Our Executive Officers		30
Compensation Discussion and Analysis		32
Compensation and Human Capital Management Committee Report		48
Executive Compensation		49
2025 Summary Compensation Table		49
Grant of Plan-Based Awards		52
Outstanding Equity Awards		53
Nonqualified Deferred Compensation		54
Pension Benefits		56
Potential Payments Upon Change of Control		57
PEO Pay Ratio		60
Pay Versus Performance		62
Proposal 2 - Advisory Vote on Executive Compensation		67
Director Compensation		68
Independent Registered Public Accounting Firm		70
Audit Committee Report		71
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm		72
Other Action		73
Shareholder Proposals		73
Solicitation Statement		73
Forward-Looking Statements		74

PROXY STATEMENT

We are furnishing this proxy statement (“the Proxy Statement”) in connection with the solicitation of proxies by the Board of Directors (which we sometimes refer to as “Board”) of Eastern Bankshares, Inc. (which we may also refer to as “we” “us” or “the Company” throughout this Proxy Statement; Eastern Bank is sometimes referred to herein as the “Bank,” and Eastern Bankshares, Inc. and Eastern Bank are sometimes collectively referred to herein as “Eastern”) for use at our 2026 annual meeting of shareholders (“Annual Meeting” or “the Meeting”) to be held on Monday, May 18, 2026, at 12:00 p.m. Eastern Time online via the Internet and at any adjournment of that meeting. The mailing address of our principal executive office is 125 High Street, Oliver Street Tower, 9th Floor, Boston, Massachusetts 02110. The Notice of Annual Meeting and this Proxy Statement are first being furnished to our shareholders on or about March 26, 2026.

INTERNET AVAILABILITY OF PROXY MATERIALS

Our proxy materials are available over the Internet. Shareholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about March 26, 2026, to comply with the 40-day requirement pursuant to Rule 14a-16(a) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Notice contains instructions on how to access our proxy materials, including our Proxy Statement, in connection with the Annual Meeting and submit your proxy or vote authorization form. The Notice also provides information on how to request paper copies of our proxy materials. If you have previously requested a paper copy of the proxy materials, you will receive a paper copy by mail. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically unless you elect otherwise. If you receive more than one Notice, it means that your shares are registered in more than one name or are registered in different accounts. In order to vote the shares you own, you must vote pursuant to the instructions on each Notice.

VOTING PROCEDURES

Purpose of Annual Meeting

Shareholders entitled to vote at the Annual Meeting will consider and act upon the matters outlined in the notice of meeting accompanying this Proxy Statement, including the election of six individuals to our Board of Directors, each to be elected for a one-year term expiring in 2027 (Proposal 1); approval, by non-binding advisory vote, of the compensation of our Named Executive Officers (Proposal 2); and ratification of the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the 2026 fiscal year (Proposal 3).

Voting Securities and Record Date

Only shareholders of record at the close of business on Friday, March 13, 2026 (“Record Date”), are entitled to vote at the Meeting or any adjournment of the Meeting. Outstanding capital stock entitled to vote at the Meeting as of the Record Date consisted of 233,848,944 shares of Company common stock, $0.01 par value per share. Each holder of record of Company common stock on the Record Date is entitled to one vote per share of common stock held, except that, as provided in our Restated Articles of Organization, a person who beneficially owns more than 10% of Company shares will be entitled to cast only one one-hundredth (1/100th) of a vote per share for each share in excess of the 10% limit.

In accordance with the Company’s amended and restated bylaws (“Bylaws”), a list of shareholders of record as of the Record Date (“Shareholder List”) will be available for inspection by any shareholder, beginning two business days after notice is given of the Annual Meeting and continuing through the Annual Meeting. The Shareholder List may be accessed during the Annual Meeting through the virtual meeting platform. In addition, you may contact our Corporate Secretary by submitting an email to annualmeeting@easternbank.com and requesting a time to view the Shareholder List virtually, for any purpose germane to the Annual Meeting, between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time, on any business day from Monday, March 30, 2026, to the time of the Annual Meeting.

Quorum

The holders of a majority of the shares of Company common stock that are issued and outstanding and entitled to vote at the Annual Meeting constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained. For purposes of determining the presence or absence of a quorum, abstentions and broker non-votes will be counted as present. A “broker non-vote” is a proxy from a broker or other nominee indicating that such person has not received instructions from the beneficial owner on a particular matter with respect to which the broker or other nominee does not have discretionary voting power. Brokers have the discretion to vote their clients’ proxies only on routine matters.

Attending the Annual Meeting

We invite all shareholders as of the Record Date to attend the Annual Meeting, which will be held online.

Virtual Meeting Registration and Attendance Process

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To attend the virtual Annual Meeting, you must first register at www.proxydocs.com/EBC.

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On this registration website, you will be asked to enter your name, email address and the unique Control Number found on the proxy materials you received.

•

A link to the Annual Meeting will be emailed to you on the day of the Annual Meeting.

If you own an interest in Company common stock through the Company’s Employee Stock Ownership Plan (“ESOP”) or 401(k) Plan, you may register to attend, but may not vote at, the Annual Meeting.

Even if you plan to attend the virtual Annual Meeting, we encourage you to vote in advance by Internet, telephone, or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting.

Manner of Voting

Each share of Company common stock you hold is entitled to one vote for or against a proposal. Shares entitled to be voted at the Annual Meeting can only be voted if the shareholder of record of such shares is present online at the Annual Meeting, returns a signed proxy card, or authorizes proxies to vote his or her shares by telephone or over the Internet. Shares represented by valid proxy will be voted in accordance with your instructions. If you choose to vote your shares by telephone or over the Internet, you may do so until the dates and times set forth below, by following the instructions on the proxy card or the Notice.

Shareholders of Record

If you are a shareholder of record of Company common stock as of the Record Date, you may vote in one of the following ways:


By Internet		by following the Internet voting instructions included in the proxy card and Notice until the close of polls at the Annual Meeting.
By Telephone		by following the telephone voting instructions included in the proxy card and Notice until the close of polls at the Annual Meeting.
By Mail		by marking, dating and signing your printed proxy card (if requested and received by mail) in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials for receipt prior to the Annual Meeting.
Online during the Annual Meeting		by attending the Annual Meeting virtually and voting online while the polls are open.

You may revoke your proxy at any time before the shares are voted at the Annual Meeting by entering new voting instructions by telephone or over the Internet until the close of polls at the Annual Meeting, by written notice received by our Corporate Secretary before the Annual Meeting, by executing and returning a new proxy bearing a later date, or by voting online during the Annual Meeting. Attendance at the Annual Meeting without voting by ballot will not revoke a previously submitted proxy.

You may specify your choices by marking the appropriate box on the proxy card. If your proxy card is signed and returned without specifying choices, your shares will be voted in accordance with the recommendation of our Board of Directors and as the individuals named as proxy holders on the proxy card deem advisable on all other matters that may properly come before the Annual Meeting. The Board of Directors recommends that you vote FOR the listed nominees for director; FOR the approval of an advisory vote on compensation paid to our Named Executive Officers (“NEOs”); and FOR ratification of the appointment by the Audit Committee of the Board of Directors of our independent registered public accounting firm for the 2026 fiscal year.

Shareholders in “Street Name”

If your shares are held in “street name” through a broker, bank or other intermediary,

your broker, bank or other intermediary should give you instructions for voting your shares. In

these cases, you may vote by internet, telephone or mail, as instructed by your

broker, bank or other intermediary.

If you hold your shares in “street name,” generally the broker or other representative may only vote the shares that it holds for you in accordance with your instructions. However, if the broker or other representative has not timely received your instructions, it may vote on certain matters for which it has discretionary voting authority. Brokers have the discretion to vote their clients’ proxies only on routine matters.

At the Annual Meeting, only the ratification of the appointment of our auditors is considered a routine matter. The vote on election of directors and the advisory vote on executive compensation are non-discretionary voting matters, and therefore your broker will not be able to vote on any of these matters without receiving your instructions. Your broker or other representative will generally provide detailed voting instructions with your

proxy materials. These instructions may include information on whether your shares can be voted by telephone or over the Internet and the manner in which you may revoke your votes. Please reach out to your broker, bank or other intermediary if you have not received such instructions or have questions.

Participants in the Company’s 401(k) Plan or ESOP

If you are a participant in the Company’s ESOP or 401(k) Plan, you will receive a Notice by e-mail or by mail. Under the terms of these plans, the trustee or administrator votes all shares held by the plan, but each participant may direct the trustee or administrator how to vote the shares of Company common stock allocated to his or her plan account. Using the Control Number received on your Notice, follow the instructions above (for “Shareholders of Record”) to provide your voting instructions to the applicable plan trustee or administrator by Internet or telephone. If you own shares through any of these plans and you do not provide your voting instructions by 11:59 p.m., Eastern Time, on Wednesday, May 13, 2026, the respective plan trustees or administrators will vote your shares in accordance with the terms of the respective plans. Please note that plan participants must provide voting instructions by the specified deadline (May 13, 2026), which is earlier than the voting deadline for shareholders of record (who may vote through the closing of the polls at the Annual Meeting). In addition, due to the earlier voting deadline for plan participants, you cannot provide your voting instructions at the Annual Meeting. However, you may still register for and attend the Annual Meeting and ask questions.

Even if you plan to attend the virtual Annual Meeting, we encourage you

to vote in advance by Internet, telephone, or mail so that your vote will be counted

in the event that you later decide not to attend the Annual Meeting.

Vote Required

Assuming a quorum is present at the Annual Meeting, the vote required to adopt each of the proposals is as follows:

•

Election of Directors (Proposal 1). The election of directors is determined by a majority of the votes cast in person or by proxy by the shareholders entitled to vote on the election of directors in an uncontested election. Under the Company’s Bylaws, a nominee will be elected to the Board of Directors if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election. Abstentions and broker non-votes are not counted as votes “for” or “against” a nominee and will have no effect upon the outcome of the vote on the election of directors.

•

All Other Matters: Advisory Vote on Executive Compensation (Proposal 2); and Ratification of the Appointment by the Audit Committee of the Board of Directors of Our Independent Registered Public Accounting Firm (Proposal 3). All other matters are determined by a majority of the votes cast by the holders of the shares present or represented by proxy at the Annual Meeting and voting on each matter. Abstentions and broker non-votes will have no effect on the determination of whether shareholders have approved these proposals.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of shares of Company common stock as of Friday, March 13, 2026, with respect to:

•

those persons we know to beneficially own more than 5% of the outstanding shares of Company common stock based on our review of filings made with the Securities and Exchange Commission (“SEC”);

•

each of our NEOs and directors; and

•

all of our directors and executive officers as a group.

Unless otherwise indicated, the address of any person or entity listed is c/o Eastern Bankshares, Inc., 125 High Street, Oliver Street Tower, 9th Floor, Boston, Massachusetts 02110. The applicable percentage of beneficial ownership is based on 233,848,944 shares of Company common stock outstanding as of March 13, 2026. Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated, we believe, based on information furnished by such persons, that each person listed below has sole voting and investment power with respect to the shares of Company common stock shown as beneficially owned. Securities that may be beneficially acquired within 60 days of Friday, March 13, 2026 are deemed to be beneficially owned by the person holding such securities for the purpose of computing ownership of such person but are not treated as outstanding for the purpose of computing the ownership of any other person.


Name of Beneficial Owner	Directly or Indirectly Held (#)(1)(2)		Right to Acquire (#)(3)		Total Amount and Nature of Beneficial Ownership of Common Stock (#)		Percentage of Common Stock (%)
FMR LLC (4)		17,608,092		—		17,608,092		7.53	%
The Vanguard Group (5)		16,382,980		—		16,382,980		7.01	%
Principal Trust Company (6)		14,791,261		—		14,791,261		6.33	%
T. Rowe Price Investment Management, Inc. (7)		13,728,558		—		13,728,558		5.87	%
BlackRock, Inc. (8)		12,590,988		—		12,590,988		5.38	%
Richard C. Bane (9)		198,615		—		198,615		*
Luis A. Borgen (10)		20,011		—		20,011		*
Joseph F. Casey (11) (16)		331,595		—		331,595		*
Joseph T. Chung (12)		128,615		—		128,615		*
Bari A. Harlam (13) (16)		78,084		—		78,084		*
Marisa J. Harney (14)		8,868		—		8,868		*
Diane S. Hessan (15)		120,615		—		120,615		*
Richard E. Holbrook (17)		275,115		—		275,115		*
Deborah C. Jackson (16) (18)		90,456		—		90,456		*
Peter K. Markell (19)		178,615		—		178,615		*
Leon A. Palandjian (20)		95,678		—		95,678		*
Robert F. Rivers (16) (21)		463,203		—		463,203		*
Cathleen A. Schmidt (16) (22)		28,297		—		28,297		*
Denis K. Sheahan (16) (23)		303,856		—		303,856		*
Michael J. Sullivan (24)		129,741		—		129,741		*
Linda M. Williams (25)		8,868		—		8,868		*
Andargachew S. Zelleke (26)		9,712		—		9,712		*


Name of Beneficial Owner	Directly or Indirectly Held (#)(1)(2)		Right to Acquire (#)(3)		Total Amount and Nature of Beneficial Ownership of Common Stock (#)		Percentage of Common Stock (%)
Quincy L. Miller (27)		169,879		—		169,879		*
R. David Rosato (28)		60,732		—		60,732		*
Donald M. Westermann (29)		60,575		—		60,575		*
All Directors and Executive Officers as a group (22 persons) (30)		2,945,137		—		2,945,137		1.26	%

* Less than 1%

(1)

The number of shares beneficially owned by each shareholder is determined under the rules of the SEC, and the information provided is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated, as determined under such rules, each shareholder has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares reported in this table. The inclusion of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of such shares.

(2)

For executive officers, shares directly or indirectly held includes shares held by the Company’s ESOP, including the amounts of 4,921 shares for NEOs Messrs. Rivers, Miller and Westermann and 889 shares for Mr. Sheahan. Mr. Rosato will be eligible to participate in the Company’s ESOP in 2026. Fractional shares have been rounded down.

(3)

Consists of shares of the Company’s common stock which the named individual or group has the right to acquire within sixty (60) days of Friday, March 13, 2026.

(4)

Based upon information regarding Company holdings reported by way of Amendment No. 2 to a Schedule 13G filed with the SEC by FMR LLC, on February 5, 2026. The address of FMR LLC is 245 Summer Street, Boston, MA 02210. FMR LLC reported that, as of December 31, 2025, it, as a parent holding company/control person, and Abigail P. Johnson, as an individual, each had sole dispositive power over 17,608,091.83 shares. FMR LLC had sole voting power over 17,584,829 shares. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Company common stock. No one other person’s interest in Company common stock is more than 5% of the total outstanding common stock.

(5)

Based upon information regarding Company holdings reported by way of Amendment No. 3 to a Schedule 13G filed with the SEC on February 13, 2024, by The Vanguard Group (“Vanguard”). The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. Vanguard reported that, as of December 29, 2023, it had shared voting power over 137,253 shares; sole dispositive power over 16,081,993 shares; and shared dispositive power over 300,987 shares. Vanguard beneficially owns the Company holdings disclosed in the table above in its capacity as an investment advisor.

(6)

Based upon information regarding Company holdings reported by way of Amendment No. 4 to a Schedule 13G filed with the SEC on November 14, 2024, by Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Directed Trustee (“Trustee”) of the ESOP. The Trustee reported that, as of September 30, 2024, it held 14,791,261 shares of Company common stock, as to which it had both shared voting power and shared dispositive power and as to which it disclaims beneficial ownership. The address of the Trustee is 1013 Centre Road Ste 300, Wilmington DE 19805-1265. The ESOP is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). The Trustee follows the directions of the investment fiduciary named in the ESOP or other parties designated in the ESOP’s trust agreement with respect to voting and disposition of shares and is subject to certain fiduciary duties under ERISA.

(7)

Based upon information regarding Company holdings reported by way of a Schedule 13G filed with the SEC on February 17, 2026, by T. Rowe Price Investment Management, Inc (“T. Rowe Price”). The address of T. Rowe Price is 1307 Point Street, Baltimore, MD 21231. T. Rowe Price reported that, as of December 31, 2025, it had sole voting power over 13,677,814 shares and sole dispositive power over 13,728,558 shares. T. Rowe Price beneficially owns the Company holdings disclosed in the table above in its capacity as an investment advisor.

(8)

Based upon information regarding Company holdings reported by way of Amendment No. 3 to a Schedule 13G filed with the SEC on January 26, 2024, by BlackRock, Inc. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. BlackRock, Inc., which filed as a parent holding company, reported that, as of December 31, 2023, it had sole voting power over 12,245,822 shares and sole dispositive power over 12,590,988 shares.

(9)

Consists of (i) 182,023 shares held directly and (ii) 16,592 shares of restricted stock that are subject to applicable vesting requirements.

(10)

Consists of (i) 3,419 held directly and (ii) 16,592 shares of restricted stock that are subject to applicable vesting requirements.

(11)

Consists of (i) 227,234 shares held indirectly in a trust, (ii) 102,079 shares held in a rollover IRA and (iii) 2,282 shares held in a Roth IRA

(12)

Consists of (i) 112,023 shares held directly and (ii) 16,592 shares of restricted stock that are subject to applicable vesting requirements.

(13)

Consists of (i) 61,492 shares held directly and (ii) 16,592 shares of restricted stock that are subject to applicable vesting requirements.

(14)

Consists of (i) 4,696 shares held directly and (ii) 4,172 shares of restricted stock that are subject to applicable vesting requirements.

(15)

Consists of (i) 102,023 shares held directly; (ii) 16,592 shares of restricted stock that are subject to applicable vesting requirements; and (iii) 2,000 shares held by Crimson Seed Capital, LLC, which is controlled by Ms. Hessan’s spouse and as to which Ms. Hessan disclaims beneficial ownership except to the extent of any pecuniary interest therein.

(16)

Excludes 6,079,153 shares of Company common stock beneficially owned by the Eastern Bank Foundation (“Foundation”) as of March 13 2026, as to which the director shares investment power as a trustee of the Foundation. The Company donated such shares in connection with its initial public offering (“IPO”). The Foundation is a charitable trust under Massachusetts law. It is organized exclusively for charitable purposes, and its trust instrument provides that no part of the Foundation’s net earnings will inure to the benefit of or be payable to any private shareholder or individual. As required by Federal Reserve Board regulations, all shares of Company common stock held by the Foundation must be voted in the same ratio as all other shares of the Company common stock on all proposals considered by the Company’s shareholders.

(17)

Consists of (i) 62,023 shares held directly; (ii) 196,500 shares held in joint tenancy with spouse; and (ii) 16,592 shares of restricted stock that are subject to applicable vesting requirements.

(18)

Consists of (i) 54,864 shares held directly; (ii) 19,000 shares held in an IRA; and (ii) 16,592 shares of restricted stock that are subject to applicable vesting requirements

(19)

Consists of (i) 162,023 shares held directly and (ii) 16,592 shares of restricted stock that are subject to applicable vesting requirements.

(20)

Consists of (i) 36,609 shares held directly and (ii) 54,897 shares held under joint tenancy with spouse and (iii) 4,172 shares of restricted stock that are subject to applicable vesting requirements.

(21)

Consists of (i) 258,282 shares held directly; (ii) 200,000 shares held in joint tenancy with spouse; and (iii) 4,921 shares held by the Company’s ESOP.

(22)

Consists of (i) 4,956 shares held directly; (ii) 19,169 shares held indirectly through a revocable trust and (iii) 4,172 shares of restricted stock that are subject to applicable vesting requirements.

(23)

Consists of (i) 18,881 shares held directly, (ii) 250,781 shares held indirectly in a revocable trust, (iii) 33,305 held in IRA and (iv) 889 shares held by the Company’s ESOP.

(24)

Consists of (i) 128,323 shares held directly, (ii) 707 shares held indirectly through Double Eagle LLC, a self-funded retirement plan, and (iii) 711 shares held indirectly in a rollover 401(k).

(25)

Consists of (i) 4,696 shares held directly and (ii) 4,172 shares of restricted stock that are subject to applicable vesting requirements.

(26)

Consists of (i) 5,540 shares held directly and (ii) 4,172 shares of restricted stock that are subject to applicable vesting requirements.

(27)

Consists of (i) 66,538 shares held directly; (ii) 83,240 shares held through IRAs; (iii) 1,280 shares held by spouse’s IRA; (iv) 13,900 shares held in the Company’s 401(k) and (v) 4,921 shares held by the Company’s ESOP.

(28)

Consists of (i) 10,732 shares held directly and (ii) 50,000 shares held indirectly through spousal trust.

(29)

Consists of (i) 32,972 shares held directly; (ii) 22,682 shares held in the Company’s 401(k) and (iii) 4,921 shares held by the Company’s ESOP.

(30)

Includes (i) 2,656,322 shares held directly or indirectly with spouse or as custodian for the benefit of a family member; (ii) 180,049 shares held in IRAs, (iii) 78,311 shares held in 401(k) Plan accounts, and (iv) 25,494 shares held by the Company’s ESOP. Dividends paid on shares held by participants in 401(k) Plan and ESOP accounts are automatically reinvested to acquire additional shares of Company stock. Shares forfeited by ESOP participants are reallocated to remaining participants based on eligible compensation, in the same manner that shares are allocated for such year. The total shares reported for All Directors and Executive Officers includes two additional Executive Officers that are not Named Executive Officers in 2025.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of Company common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our securities. Based solely upon a review of these filings, all Section 16(a) filing requirements applicable to such persons were complied with during 2025 on a timely basis with the exception of one report that was untimely filed due to an administrative oversight.

PROPOSAL 1

ELECTION OF DIRECTORS

Currently, the Company’s Board of Directors is divided into three classes of directors serving staggered terms, with each class being as equal in number as possible. Directors for each class are elected at the annual meeting of shareholders held in the year in which the term for their class expires. Six directors are standing for election at the Annual Meeting.

Based on the recommendation of its Nominating and Governance Committee, the Board of Directors has nominated Messrs. Borgen, Palandjian, Rivers, and Sullivan and Mses. Hessan and Schmidt for election as directors for the one-year term expiring at the 2027 annual meeting of shareholders. Messrs. Borgen, Palandjian, Rivers, and Sullivan and Mses. Hessan and Schmidt are each currently members of our Board of Directors. If any nominee becomes unable to serve as a director, the proxy holders may vote the proxy for the election of a substitute nominee to be designated by the Board of Directors. We do not expect that any nominee will be unable to serve. Directors serve until the expiration of their terms and until their successors have been elected and qualified or until their earlier retirement or their resignation, death or removal in accordance with our Bylaws.

In accordance with an amendment approved by Company shareholders in 2022, the Company’s Articles of Organization have been amended to provide that for the Annual Meetings of shareholders in 2026, the classes of directors whose terms expire at that meeting will be nominated for re-election for a one-year term, and the Board of Directors will be fully declassified, with all directors standing for annual election, beginning with the Company’s 2027 annual meeting of shareholders.

Recommendation

Each of the below nominees has considerable professional and business expertise. The Company’s Board of Directors recommends a vote “FOR” each nominee based on its carefully considered judgment that the experience, qualifications, attributes and skills of each nominee qualify him or her to serve on our Board of Directors and its belief that the election of Messrs. Borgen, Palandjian, Rivers, and Sullivan, and Mses. Hessan and Schmidt as directors is in the best interests of the Company. Information regarding the experience and qualifications of each Company director, including the six director nominees, is provided below.

Nominees for Class III Directors for a One-Year Term That Will Expire in 2026


Luis A. Borgen		Experience
Age 56		Luis Borgen has served as a director of the Company and Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2016. He is a former Chief Financial Officer with over 25 years of experience in both public and private equity-backed companies in the consumer, healthcare, and technology sectors. From September 2019 through April 2022, Mr. Borgen served as Chief Financial Officer of athenahealth, Inc., a leading SaaS provider of healthcare software that automates and manages revenue cycle management and electronic health records for physician practices and health systems. From 2017 to 2019, Mr. Borgen was Chief Financial Officer for Vistaprint, an e-commerce company that produces marketing products for small businesses. Previously, he served as Chief Financial Officer for two publicly traded companies: DAVIDsTEA (from 2012-2017) and DaVita Inc. (from 2010-2012). From 1997 to 2010, Mr. Borgen served in increasing roles of responsibility at Staples, Inc., leading to his appointment as Senior Vice President, Finance for the U.S. Retail business. He has served on the Boards of Directors of Carter’s since 2021 and Synopsys since 2022. A veteran of the U.S. Air Force from 1992 to 1997, his early background focused on the development of intelligence, surveillance and reconnaissance platforms, and cyber warfare capabilities. Mr. Borgen holds a B.S. in Management from the United States Air Force Academy, an M.S. in Finance from Boston College, and an MBA with honors from the University of Chicago Booth School of Business.
		Qualifications
		We believe Mr. Borgen’s experience with financial accounting matters and oversight of the financial reporting process of public companies, as well as his expertise in corporate governance, risk management, strategic planning, international expansion, and mergers and acquisitions, qualifies him to serve on our Board of Directors.


Diane S. Hessan		Experience
Age 71		Diane S. Hessan has served as a director of the Company and Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2016. She currently serves as Chief Executive Officer of Salient Ventures, an investment and advisory company with a portfolio of angel investments focused on technology companies, a position she has held since November 2016. Previously, she was Chief Executive Officer of Startup Institute, which is dedicated to helping people transform their careers to succeed in the innovation economy. She is also Chairman of C Space, where she was Founder and Chief Executive Officer for 14 years. C Space (formerly Communispace) is a market research company, which builds online communities to help marketers generate consumer insights. While Ms. Hessan was CEO, the compound annual growth of C Space was 62% per year. Ms. Hessan also serves on the boards of DP Cap Acquisition Corp I, Tufts University, Panera Brands, Sago, and NACD New England. Ms. Hessan served on the board of Brightcove from March 2017 to April 2025 and served as its Chairman from May 2022 until February 2025. Ms. Hessan received her MBA from Harvard Business School and her B.A. in Economics and English from Tufts University. She has also received Honorary Doctorate degrees from Bentley University and the New England College of Business.
		Qualifications
		We believe Ms. Hessan’s executive experience, entrepreneurial passion and customer-centric, data driven perspective qualify her to serve on our Board of Directors.


Leon A. Palandjian		Experience
Age 56		Dr. Leon A. Palandjian has served as a director of the Company and Eastern Bank since the merger with Cambridge Bancorp and Cambridge Trust Company in July 2024. Dr. Palandjian served as a director of Cambridge and Cambridge Trust Company since 2006, was Lead Director of Cambridge’s Board from 2014 until January 2017 and was chair of its Trust Committee. He serves as the Chief Risk Officer of Intercontinental Real Estate Corporation, a national real estate investment, development, and management firm headquartered in Boston, Massachusetts, with responsibility for enterprise risk management and real estate capital market oversight. Dr. Palandjian has held his current role since 2017 after managing Intercontinental Capital Management LLC’s fund-of-funds portfolio starting in 2007. Previously, he served as a Principal at Flagship Ventures, a life sciences venture capital company, from 2000 to 2003, and as a Portfolio Manager at Andesite LLC, a hedge fund focused on the life sciences sector, from 2003 to 2006. He serves on the Advisory Board of Massachusetts General Hospital’s McCance Center for Brain Health, which researches how to prevent, detect early, and treat Alzheimer’s disease, and has also served as a trustee of Mount Auburn Hospital. Dr. Palandjian holds an M.D. from Harvard Medical School and a B.A. in Economics from Harvard College. He is a CFA charter holder.
		Qualifications
		We believe that Dr. Palandjian’s extensive experience in risk management, finance and commercial real estate qualifies him to serve on our Board of Directors.


Robert F. Rivers		Experience
Age 61		Robert F. Rivers is the Executive Chair and Chair of the Boards of Directors of the Company and Eastern Bank since the merger with Cambridge Bancorp and Cambridge Trust Company in July 2024. Prior to that merger, he served as the Chief Executive Officer of Eastern Bank and its predecessor holding company, Eastern Bank Corporation since January 1, 2017. Mr. Rivers joined Eastern Bank in 2006 as its Vice Chair and Chief Banking Officer, becoming President in 2007, President and Chief Operating Officer in 2012, and was elected an Eastern Bank Director in 2015. Immediately prior to joining Eastern, he was an Executive Vice President for Retail Banking at the former Commercial Federal Bank in Omaha, Nebraska. From 1991 to 2005, Mr. Rivers held several staff and line leadership positions at M&T Bank in Buffalo, NY. Mr. Rivers has over 40 years of community banking experience and is a graduate of Stonehill College and the University of Rochester’s Simon Business School. For the past four years, he has been appointed to the Federal Reserve’s Federal Advisory Council. Mr. Rivers is involved extensively in the community, serving as Chair of the John F. Kennedy Library Foundation Board of Directors and is on the Board of Directors of the Greater Boston Chamber of Commerce, the Massachusetts Business Roundtable, The Lowell Plan, and The New England Council. He also is a member of the Board of Trustees of Stonehill College, the Advisory Boards of the Lawrence Partnership and UTEC, as well as the Boston Women’s Workforce Council and The Boston Club, and the Mass FinTech Hub. Mr. Rivers also Co-Chairs the Massachusetts Business Coalition for Early Childhood Education. Most recently, he was appointed by the Healey-Driscoll administration as Chair of MA250, commemorating the many events across the state that led to America’s independence.
		Qualifications
		We believe that Mr. Rivers’ experience as Board Chair and Chief Executive Officer for over nine years and now as Executive Chair, his prior service as a senior executive officer at Eastern and other banks, and his familiarity with the communities that Eastern serves, including through his involvement with numerous non-profit organizations in the greater Boston area qualify him to serve on our Board.


Cathleen A. Schmidt		Experience
Age 66		Cathleen Schmidt has served as director of the Company and Eastern Bank since the merger with Cambridge Bancorp and Cambridge Trust Company in July 2024. She previously served as a director of Cambridge Bancorp and Cambridge Trust Company since 2016 until July 2024. Ms. Schmidt most recently served as Executive Director and Chief Executive Officer at McLane Middleton, Professional Association, a large full-service law firm, from 2013 until her retirement in September 2021. Prior to that, she served in banking leadership roles for three decades, including President and Chief Executive Officer of Citizen’s Bank New Hampshire/Vermont from 2006 to 2011, after previously serving in executive leadership roles with M&T Bank and Old Stone Bank. Ms. Schmidt’s community leadership has included service as Chair of the Business and Industry Association of New Hampshire, Chair of Granite United Way board of directors, Chair of the Business Committee for the Arts, a board member of Harvard Pilgrim Foundation, and the Moore Center. In addition, Ms. Schmidt has been a member of the Advisory Board of the New Hampshire Institute of Politics and the Board of Overseers of Dartmouth-Hitchcock Medical Center. She holds a Bachelor of Arts degree from Boston College and completed Executive Education coursework at Harvard Business School.
		Qualifications
		We believe that Ms. Schmidt’s experience in banking and professional services as well as her community leadership, particularly in the New Hampshire market, qualify her to serve on our Board of Directors.


Michael J. Sullivan		Experience
Age 71		Michael J. Sullivan has served as a director of the Company and Eastern Bank since November 2025. Mr. Sullivan has been a partner at the Ashcroft Law Firm, LLC in Boston, Massachusetts since 2009. Previously, he was a United States Attorney for the District of Massachusetts from 2001 to 2009, where he led efforts focused on combatting fraud against government programs that resulted in the recovery of more than $4 billion. From 2006 until January 2009, he served as the Acting Director of the Bureau of Alcohol, Tobacco, Firearms and Explosives at the United States Department of Justice in Washington, D.C. Mr. Sullivan also served as District Attorney for Plymouth County, Massachusetts from 1995 to 2001. Mr. Sullivan joined HarborOne Bancorp, Inc.’s Board of Directors in 2015. During his service as Chair of the HarborOne Bancorp, Inc. and HarborOne Bank Boards of Directors from 2018 to 2025, Mr. Sullivan oversaw strategic initiatives that contributed to over 50% revenue growth for the company. Mr. Sullivan has been a member of the board of directors of Signature Healthcare since May 2009. Mr. Sullivan received his undergraduate degree from Boston College and his Juris Doctor from Suffolk University Law School. He has also received Honorary Doctorate degrees from New England School of Law and Suffolk University.
		Qualifications
		We believe that Mr. Sullivan’s extensive corporate regulatory compliance, security experience and legal expertise qualify him to serve on our Board of Directors.

The directors listed below are not up for election this year, and each will continue in office until the annual meeting of shareholders in 2027 or until his or her earlier resignation, death, or removal in accordance with the Company’s Bylaws.

Class II Directors Continuing in Office (Term Will Expire in 2027)


Richard E. Holbrook		Experience
Age 74 Mr. Holbrook is expected to retire on December 31, 2026 in accordance with Company Policy.		Richard E. Holbrook currently serves as director and Chair Emeritus of the Company and Eastern Bank. Mr. Holbrook retired as Chair and Chief Executive Officer of Eastern Bank in 2016, having served in those roles since 2007. He also served as a trustee of its predecessor holding company, Eastern Bank Corporation, since 2001. Mr. Holbrook joined Eastern Bank in 1996 as Chief Financial Officer and Executive Vice President and was named President and Chief Operating Officer of Eastern Bank and Eastern Bank Corporation in 2001. He has more than 40 years of banking experience as a commercial lender, trust officer and planning and financial manager. During his leadership at Eastern, Mr. Holbrook served as the Federal Advisor Council representative for the First Federal Reserve District, meeting quarterly to discuss business and financial conditions with the Federal Reserve Board of Governors in Washington, D.C. Mr. Holbrook also served on the Board of Directors of the Federal Reserve Bank of Boston, and on the executive committee of the Boston Chamber of Commerce. He is also the former chair of the Massachusetts Bankers Association. He received his undergraduate degree from Yale University and his MBA from Harvard Business School.
		Qualifications
		We believe Mr. Holbrook’s experience working in the banking industry, particularly his decades of past experience as a member of our executive management team, qualifies him to serve on our Board of Directors.


Deborah C. Jackson		Experience
Age 74		Deborah C. Jackson, the Lead Director of the Company and Eastern Bank, has served as a director of Eastern Bank since 2000 and as a trustee of its predecessor holding company, Eastern Bank Corporation, since 2001. She served as President of Cambridge College from 2011 through 2023. Prior to that, Ms. Jackson served for nearly a decade as Chief Executive Officer of the American Red Cross of Eastern Massachusetts. Previously, she served as Vice President of the Boston Foundation, where she managed its $50 million grant and initiatives program. Throughout her career, Ms. Jackson has served and continues to serve on numerous commissions, task forces and boards. Ms. Jackson served for over 15 years on the board of the American Student Assistance Corporation, the nation’s first student loan guarantor agency, and she has served on the Boston College Carroll School of Management’s Advisory Board and the boards of Milton Academy and Harvard Pilgrim Health Care. She also served as Chairman of the Board of Directors of the Association of Independent Colleges and Universities in Massachusetts and was a board member of the New England Chapter of The National Association of Corporate Directors. In addition, Ms. Jackson served as the Chair of the Audit Committee and on the Board of Directors of the Boston Stock Exchange. She currently serves on the Boards of Directors of John Hancock Investments and the Amwell Corporation, where she has served since October 2020. Ms. Jackson also serves on the Board of Trustees of the Eastern Bank Foundation. Ms. Jackson attended Hampton University, graduated from Northeastern University with a B.A. and pursued graduate studies in urban studies and planning from the Massachusetts Institute of Technology. Ms. Jackson is also the recipient of Honorary Doctorate degrees from Curry College and Merrimack Valley College.
		Qualifications
		We believe Ms. Jackson’s extensive executive, civic, community and board leadership experience qualifies her to serve on our Board of Directors.


Peter K. Markell		Experience
Age 71		Peter K. Markell has served as a director of the Company and Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2006. He has been Executive Vice President of Administration and Finance and Chief Financial Officer of Brown University Health since January 2023. Until March 2021, he served as Executive Vice President of Administration and Finance, Chief Financial Officer and Treasurer for Mass General Brigham, which he had joined in 1999. Prior to that, he was a partner at Ernst & Young LLP. A Certified Public Accountant, Mr. Markell is a Boston College graduate with a B.A. in Accounting and Finance and serves on the Boston College Board of Trustees, where he has served as both Chairman of the Board and Chairman of the Finance Committee. Mr. Markell also currently serves on the Board of Directors of Huron Consulting Group Inc., where he is a member of its Audit and Technology and Information Security Committees, and CodaMetrix, a medical coding software platform.
		Qualifications
		We believe Mr. Markell’s extensive executive, accounting, and board leadership experience qualify him to serve on our Board of Directors.


Linda M. Williams		Experience
Age 66		Linda M. Williams has served as a director of the Company and Eastern Bank since October 2023. She most recently served as Chief Risk and Audit Officer and Senior Vice President for Blue Cross Blue Shield of Massachusetts (“BCBS”), with oversight of strategic enterprise risk management, internal audit, and information security, from January 2017 through January 2024. She previously served as Senior Vice President and Chief Underwriter for BCBS starting in 2010 after joining the company in 2008. Prior to that, she served as a Senior Consultant with Medwise Partners, a health insurance company consulting firm, and held underwriting leadership roles for Magellan Behavioral Health and Aetna, Inc. She serves as the Vice Chair of Morgan Memorial Goodwill Industries and the Treasurer and Chair of the Finance Committee for the Robert F. Kennedy Community Alliance. She holds a bachelor’s degree from Johns Hopkins University.
		Qualifications
		We believe Ms. Williams’ extensive risk management, business, and audit leadership experience qualify her to serve on our Board of Directors.


Andargachew S. Zelleke		Experience
Age 65		Dr. Zelleke has served as a director of the Company and Eastern Bank since the merger with Cambridge Bancorp and Cambridge Trust Company in July 2024. He had served on the boards of Cambridge Bancorp and Cambridge Trust Company since October 2022, and previously served as a director of Innodata Inc., a global data engineering company, from 2012 through 2018. He brings to the Board approximately three decades of experience with corporate governance, leadership and management, negotiation, and law. He currently serves as the MBA Class of 1962 Senior Lecturer of Business Administration at Harvard Business School, a role he has held since 2011, after previously serving on the faculty at the Harvard Kennedy School from 2007-2011 and the Wharton School of the University of Pennsylvania from 2003-2007. He has also previously served as Project Director and Steering Committee member of the American Academy of Arts and Sciences’ Corporate Responsibility Project, and as Co-Director of the Harvard Kennedy School’s Center for Public Leadership. Dr. Zelleke co-edited Restoring Trust in American Business (MIT Press, 2005) and has authored articles and cases on corporate governance and on international affairs. In July 2024, Dr. Zelleke was appointed the Faculty Chair of Harvard Business School’s Middle East, North Africa & Central Asia Research Center, a Boston-based leadership role. He is also a life member of the Council on Foreign Relations. Early in his career, he practiced corporate law at two multinational law firms, Cleary Gottlieb Steen & Hamilton LLP and White & Case LLP, and he also taught at the University of California Los Angeles School of Law. Dr. Zelleke received an A.B. in Government, A.M. in Sociology, J.D., and Ph.D. in Organizational Behavior from Harvard University.
		Qualifications
		We believe that Dr. Zelleke’s expertise in corporate governance, business management and leadership qualify him to serve on our Board of Directors.

Class I Directors Continuing in Office (Term Will Expire in 2027)


Richard C. Bane		Experience
Age 70		Richard C. Bane has served as a director of the Company and Eastern Bank since 2001 and as a trustee of its predecessor holding company, Eastern Bank Corporation, since 1996. He is the Executive Chairman of Bane Care Management LLC, which operates skilled nursing facilities and assisted living facilities in Massachusetts, where he was employed from 1984 through February 2023. Mr. Bane formerly served as Chairman of the Massachusetts Senior Care Association, the state’s largest professional provider group. He lectures frequently on many aspects of senior care services and post-acute care and is considered one of New England’s senior care industry leaders. Mr. Bane is also involved in a wide range of corporate and community service activities. Mr. Bane holds an A.B. in Economics from Dartmouth College, and an MBA from Harvard Business School. He was also awarded an Honorary Doctorate from Salem State University.
		Qualifications
		We believe Mr. Bane’s extensive executive management experience and civic leadership qualify him to serve on our Board of Directors.


Joseph F. Casey		Experience
Age 65		Joseph F. Casey has served as a director of the Company and Eastern Bank since November 2025. Mr. Casey served in leadership roles at HarborOne Bancorp, Inc. and HarborOne Bank for over twenty years, most recently as President and Chief Executive Officer of HarborOne Bancorp, Inc. from 2022 to 2025, as President and Chief Operating Officer of HarborOne Bancorp, Inc. from 2018 to 2022, and as Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Treasurer of the Company from 2016 to 2018. Mr. Casey’s financial and industry expertise played a pivotal role in successfully guiding HarborOne Bancorp, Inc.’s IPO in 2016 and facilitating long-term growth and successful financial performance. Mr. Casey was appointed President and Chief Operating Officer of HarborOne Bank in 2017 and served as Executive Vice President and Chief Financial Officer of HarborOne Bank from 2006 to 2015 and Senior Vice President and Chief Financial Officer from 2004 to 2006. Before joining HarborOne in 2004, Mr. Casey served as Vice President at Seacoast Financial Services, as Senior Vice President, CFO and Treasurer at Compass Bank for Savings from 2003 to 2004, and prior to that held various titles including CFO, Treasurer, Controller, and Internal Auditor at Andover Bancorp, Inc. Mr. Casey received his bachelor’s degree from Bentley University and is an inactive Certified Public Accountant. He is also a graduate of the American Bankers Association School of Bank Investments and of Harvard Business School’s Program for Management Development. Mr. Casey is a member of the Board of Directors of the Old Colony YMCA and Chairman of its Investment Committee.
		Qualifications
		We believe Mr. Casey’s extensive banking, financial and accounting expertise qualifies him to serve on our Board of Directors.


Joseph T. Chung		Experience
Age 61		Joseph T. Chung has served as a director of the Company and Eastern Bank and trustee of its predecessor holding company, Eastern Bank Corporation, since 2014. He is self-employed. He was Chief Technology Officer and Head of AI at Rippl Care, a position he held from April 2024 to November 2025. He was co-founder and Chief Executive Officer of Kinto, a care coaching platform for family members caring for loved ones with Alzheimer’s Disease and related dementias, where he served from 2019 to 2025. He was also co-founder and Managing Director of Redstar Ventures, an innovative venture foundry developing a series of new companies through a top down, market driven process, from 2010 to 2025. Prior to Kinto and Redstar, Mr. Chung was Chairman and Chief Executive Officer of Allurent and co-founder, Chairman and Chief Technology Officer of Art Technology Group, a publicly traded, global enterprise software company. Mr. Chung holds B.S. and M.S. degrees in Computer Science from the Massachusetts Institute of Technology, and he conducted his graduate work at MIT’s Media Lab. He is a Venture Partner at the Media Lab’s E14 Fund.
		Qualifications
		We believe Mr. Chung’s extensive expertise in innovation and technology qualifies him to serve on our Board of Directors.


Bari A. Harlam		Experience
Age 64		Bari A. Harlam has served as a director of the Company and Eastern Bank and a trustee of its predecessor holding company, Eastern Bank Corporation, since 2014. Ms. Harlam is the co-founder of Trouble, LLC, a position she has held since April 2020. From April 2018 to March 2020, Ms. Harlam served as the Chief Marketing Officer for Hudson’s Bay Company. Ms. Harlam served as the Executive Vice President of Membership, Marketing, and Analytics for BJ’s Wholesale Club, beginning in 2012 until 2016. Before that, she was Chief Marketing Officer at Swipely, a technology startup, and served as Senior Vice President of Marketing for CVS Health Corporation. Ms. Harlam has served as a member of the Boards of Directors of Aterian, Inc., since February 2020 and OneWater Marine, Inc., since May 2020. Ms. Harlam serves on the Board of Trustees of the Eastern Bank Foundation, a position she has held since July 2014. She also served on the Board of Directors for Rite Aid Corporation from August 2020 to August 2024 and Champion Petfoods, LP from 2020 to 2023. Ms. Harlam has also served on the faculties of The Wharton School at the University of Pennsylvania, Columbia University’s Graduate School of Business, and the University of Rhode Island. She received her B.S., M.S., and Ph.D. from the University of Pennsylvania, The Wharton School of Business. Her work has been published in a variety of journals including Marketing Science, Journal of Marketing Research, and the Journal of Business Research.
		Qualifications
		We believe Ms. Harlam’s extensive marketing and analytics expertise qualifies her to serve on our Board of Directors.


Marisa J. Harney		Experience
Age 68		Marisa J. Harney has served as a director of the Company and Eastern Bank since October 2023. She most recently served as Executive Vice President and Chief Credit Officer of First Citizens BancShares, Inc. and its bank subsidiary First-Citizens Bank & Trust Company (collectively, “First Citizens”) from January 2022 through March 2023. She previously served as Executive Vice President and Chief Credit Officer of CIT Group Inc. and CIT Bank, N.A. (“CIT”), from 2018 through January 2022, when CIT merged with First Citizens, and as CIT’s Chief Credit Officer prior to that. Her 43 years of banking experience also includes roles as Chief Risk Officer of GE Capital Americas and Head of Corporate Credit Risk of the Americas for Bank of America, as well as senior credit risk positions with Credit Suisse First Boston, JPMorgan Chase & Co., and Bankers Trust Company. She holds an MBA from the New York University Stern School of Business and a bachelor’s degree in finance from Fordham University.
		Qualifications
		We believe Ms. Harney’s extensive banking and risk management leadership experience qualify her to serve on our Board of Directors.


Denis K. Sheahan		Experience
Age 61		Denis K. Sheahan serves as Chief Executive Officer of the Company and Eastern Bank, a position he has held since the merger with Cambridge Bancorp and Cambridge Trust Company in July 2024. He previously served as Chairman, President and Chief Executive Officer of Cambridge Bancorp and Cambridge Trust Company, roles he held since April 2015. Prior to joining Cambridge, he most recently served as Chief Operating Officer and previously as Chief Financial Officer at Independent Bank Corp. and Rockland Trust Company, where he worked from 1996 to 2015. Before joining Independent Bank Corp., Mr. Sheahan served as Vice President of Finance at BayBanks, Inc., where he worked for 10 years. Mr. Sheahan currently serves as a director of the Cambridge Community Foundation, Inc., as a board member and Treasurer of the Massachusetts Bankers Association, as an advisory board member of the Rian Immigrant Center, and as a board member and Treasurer for the Cambridge YMCA. He previously served as Secretary/Treasurer and Chair of the Finance Committee of the Board of the Massachusetts Housing Partnership, as a member of the Federal Reserve Bank of Boston’s Community Depository Institutions Advisory Council and was a board member and Board Chair of the Old Colony YMCA in Brockton, Massachusetts. Mr. Sheahan holds an MBA from Boston University and is an accounting graduate of the Munster Technological University, Cork, Ireland.
		Qualifications
		We believe Mr. Sheahan’s extensive executive banking experience, particularly as Chairman and CEO of Cambridge Trust for nine years, as well as his community leadership and engagement in the communities Eastern serves, qualify him to serve on our Board.

Corporate Governance Matters

The Board of Directors believes that good corporate governance is important to ensure that the Company is managed for the long-term benefit of its shareholders. Current copies of our Corporate Governance Guidelines, Code of Conduct, and charters for the Audit, Compensation and Human Capital Management, Nominating and Governance, and Risk Management Committees are available on the Company’s website, investor.easternbank.com, in the Governance section under the caption “Governance Documents.” We may also use our website in the future to make certain disclosures required by the rules of the Nasdaq Global Select Market (“Nasdaq”), on which Company common stock is listed.


		Corporate Governance Highlights
The Company has implemented several important measures that are designed to promote long-term stakeholder value:
☑		To facilitate board refreshment, the Company adopted a director retirement policy within the Corporate Governance Guidelines pursuant to which a director will retire from the Board at the end of the year in which he or she turns 75. Recently, we have had significant board refreshment, with 47% of the Board new since 2023.
☑		The Company seeks an annual advisory vote on the compensation of Named Executive Officers, who are the executive officers shown in the compensation tables in this Proxy Statement. We believe this practice underscores the careful consideration we give to shareholders’ views on Company compensation practices.
☑		The Company has established a compensation clawback policy to provide for the recoupment of cash and incentive compensation from executive officers in the event of certain financial restatements.
☑		The Company has adopted stock ownership guidelines for directors and executive officers, which set minimum ownership requirements based on a multiple of the cash portion of the annual base retainer or base salary, as applicable, then in effect.
☑		The Company’s Insider Trading Policy prohibits executives and directors from pledging and hedging Company common stock, to further the alignment between shareholders and our executives and directors.

Director Independence

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, family and other relationships, including if applicable those relationships described under the section of this Proxy Statement entitled “Certain Relationships and Related Party Transactions,” the Board of Directors has determined that a majority of Company Directors qualifies as “independent directors,” as defined in the listing requirements of Nasdaq. In making this determination on director independence, the Board of Directors considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that the Board deemed relevant in determining independence. The Board determined that the following directors are independent: Mses. Jackson, Harlam, Harney, Hessan, Schmidt and Williams and Messrs. Bane, Borgen, Chung, Markell, Palandjian, Sullivan, and Zelleke. The Board of Directors also determined that each member of the Audit, Compensation and Human Capital Management, and Nominating and Governance Committees satisfies the independence standards for such committees established by the SEC and the Nasdaq listing rules, as applicable.

The Company has also adopted a Director Independence Policy that incorporates the requirements for independence set forth in the SEC and Nasdaq independence rules, as well as prudential standards of the Federal Reserve Board. The Board of Directors has determined that each of Mses. Jackson, Harlam, Harney, Hessan, Schmidt, and Williams and Messrs. Bane, Borgen, Chung, Markell, Palandjian, Sullivan, and Zelleke is an “independent director” under the Director Independence Policy; and that Mr. Borgen meets the enhanced independence standards applicable to the Chair of the Risk Management Committee under the Director Independence Policy. The Company likewise has adopted an Audit Committee Independence Policy that establishes separate and higher standards of independence for members of the Audit Committee, consistent with the SEC and Nasdaq rules and guidelines of the Federal Deposit Insurance Corporation. The Board of Directors has determined that each member of the Audit Committee, Messrs. Bane and Markell and Mses. Harney and Williams, meets these enhanced independence standards for Audit Committee members.

The Board has also determined that Messrs. Rivers, Casey, Sheahan and Holbrook each do not qualify as an “independent director” under the Nasdaq rules and the Company’s Independence Policy. Messrs. Rivers and Sheahan are not considered independent because they currently serve as our Executive Chair and Chief Executive Officer (“CEO”), respectively. Mr. Holbrook, who served as Chief Executive Officer of Eastern Bank Corporation and Eastern Bank from January 1, 2007 through December 31, 2016 and continued to receive compensation through January 2022 in connection with his retirement, is not considered independent. Mr. Holbrook is expected to retire as a Director on December 31, 2026, in accordance with the Company’s director retirement policy. Mr. Casey is not considered independent as he is the former Chief Executive Officer and President of HarborOne Bancorp, Inc. and HarborOne Bank, and received compensation from the Company in November 2025 upon the closing of the merger between HarborOne Bancorp, Inc. and the Company.

Board Composition and Leadership Structure of the Board of Directors

The Board of Directors oversees and advises the Executive Chair and management team, exercising their business judgment in good faith to ensure the long-term interests of Company shareholders are being served. As of March 26, 2026, the Board of Directors was composed of seventeen (17) directors, reflecting the addition of two directors from the merger with HarborOne Bancorp, Inc. effective November 1, 2025 (Messrs. Casey and Sullivan). As noted above, it is expected that Mr. Holbrook will retire as a Director on December 31, 2026 in accordance with the Company’s director retirement policy within the Corporate Governance Guidelines.

The Board does not have a fixed policy regarding the separation of the offices of the chair of the Board of Directors and the principal executive officer (“PEO”) of the Company and believes that it should maintain the flexibility to select the chair of the Board of Directors and its board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and its shareholders. At this time, Mr. Rivers serves as both the PEO of the Company and its Board Chair. He served as the Company’s CEO from January 2017 through the merger with Cambridge Bancorp and Cambridge Trust Company, becoming the Executive Chair in July 2024. As Executive Chair, he continues to serve as the Company’s PEO and as Chair of its Board of Directors. With over 40 years of experience in the financial services industry, including over 20 years with Eastern, Mr. Rivers has the knowledge, expertise, and experience to understand the opportunities and challenges facing the Company, as well as the leadership and management skills to promote and execute our values and strategy.

In accordance with what it believes are governance best practices, the Board of Directors has established the position of Lead Director. As further set forth in the Corporate Governance Guidelines, the Lead Director is independent and is recommended by the Nominating and Governance Committee and elected by the Board of Directors. Since January 2018, Ms. Jackson has served in that role, performing many of the functions that an independent chair would perform for the Company. This includes serving as a key source of communication

between the independent directors and the Company’s principal executive officer, consulting with the chair of the Board of Directors in establishing the agenda for each Board meeting, presiding in executive sessions of meetings of the Board of Directors, and coordinating the agenda for and leading meetings of the independent directors, as needed.

The Company believes that having the same person serve as the Company’s principal executive officer and Board Chair focuses leadership, responsibility, and accountability in a single person while the Lead Director provides for effective checks and balances and helps ensure the independent directors work effectively in the board setting. The Board of Directors reviews its leadership structure periodically in light of the composition of the Board of Directors and the needs of the Company and its shareholders.

Committees of our Board of Directors

The Board of Directors has established four standing committees: Audit Committee, Compensation and Human Capital Management Committee, Nominating and Governance Committee, and Risk Management Committee, each with the composition and responsibilities described below. Each committee operates under a charter that has been approved by the Board of Directors. Current copies of the committee charters are posted on the Company’s website, investor.easternbank.com, in the Governance section under the caption “Governance Documents.”

The table below reflects the composition of the Board’s four standing committees as of March 13, 2026:


	Audit Committee	Compensation and Human Capital Management Committee	Nominating and Governance Committee	Risk Management Committee
Richard C. Bane
Luis A. Borgen
Joseph. F. Casey
Joseph T. Chung
Bari A. Harlam
Marisa J. Harney
Diane S. Hessan
Richard E. Holbrook
Deborah C. Jackson (1)
Peter K. Markell
Leon A. Palandjian
Robert F. Rivers (2)
Cathleen A. Schmidt
Denis K. Sheahan
Michael J. Sullivan
Linda M. Williams
Andargachew S. Zelleke
Committee Chair Committee Member

(1) Lead Independent Director

(2) Chair of the Board of Directors

Attendance at Meetings

In 2025, the Board of Directors met fifteen times for 8 regular and 7 special meetings, the Audit Committee met for 8 regular meetings, the Compensation and Human Capital Management Committee met 6 times, the Nominating and Governance Committee met 5 times for 4 regular meetings and one special meeting, and the Risk Management Committee met 4 times. Each director attended 90% or more of all meetings of the Board of Directors and committees on which he or she served during 2025. Directors are encouraged to attend the Annual Meeting, to the extent practicable. All Company Directors then-serving on the Board of Directors attended the 2025 annual meeting of shareholders held on May 19, 2025.

Board Self-Evaluation and Individual Director Evaluation

The Board of Directors conducts an annual self-evaluation of the Board’s and committee’s performance to determine whether it and its committees are functioning effectively. The Nominating and Governance Committee receives comments from all directors and reports the results of the board and committee evaluations to the Board of Directors and its committees. The results are discussed with the full Board and among the respective committees, as applicable. The Board of Directors believes such evaluations are valuable tools in assessing the Board’s effectiveness in performing its oversight of management and fulfilling its responsibilities.

Audit Committee

The current members of our Audit Committee are Mr. Markell (chair), Mses. Harney and Williams and Mr. Bane. Their committee report is included in this Proxy Statement under the heading “Audit Committee Report.” Each of the Audit Committee members is independent under the listing standards of Nasdaq, including under Rule 10A-3 of the Exchange Act, and the Audit Committee Independence Policy. Mr. Markell has also been designated by the Board of Directors as an “audit committee financial expert” (as defined in applicable SEC regulations). None of the Audit Committee members is an employee of the Company or any of its subsidiaries, nor simultaneously serves on the audit committees of more than two public companies, including the Company.

The Audit Committee is responsible for assisting the Board in overseeing and monitoring:

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the integrity of the Company’s financial statements and other financial information provided by the Company to its shareholders;

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the integrity of the accounting and financial reporting processes of the Company, and the audit of the Company’s financial statements;

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the Company’s compliance with legal, regulatory and public disclosure requirements;

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the appointment, qualifications, independence, performance and retention of the Company’s independent external auditor; and

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the performance of the Company’s internal audit function and its Sarbanes-Oxley internal controls function.

The Audit Committee meets regularly with management and the Company’s independent registered public accounting firm to discuss the annual audit of its financial statements, disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual and quarterly reports filed with the SEC, the quarterly reviews of the Company’s financial statements and the Company’s quarterly and annual earnings disclosures prior to their release. The Audit Committee also reviews

the experience and qualifications of the lead partner and other senior members of Ernst & Young LLP, the Company’s independent registered public accounting firm (“Ernst & Young” or “EY”), including compliance with applicable rotation requirements, and considers whether there should be rotation of the firm itself.

The Audit Committee has authority under its charter to obtain advice and assistance from outside legal counsel and accounting or other outside advisors as deemed appropriate to perform its duties and responsibilities.

Compensation and Human Capital Management Committee

The current members of the Compensation and Human Capital Management Committee (“CHCM Committee”) are Mr. Chung (chair), Mses. Hessan, Jackson and Schmidt, and Mr. Markell. Each member of the CHCM Committee is independent under the listing standards of Nasdaq, including the heightened standards that apply to compensation committee members.

The Compensation and Human Capital Management Committee is responsible for:

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reviewing and approving compensation of executive officers (other than the Executive Chair and Chief Executive Officer) and recommending the Executive Chair and Chief Executive Officer’s compensation for approval by the independent members of the Board of Directors;

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reviewing and proposing goals and objectives relevant to the Executive Chair and Chief Executive Officer’s compensation and evaluating their performance in light of such goals and objectives, inclusive of any risk management issues;

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overseeing the Company’s various compensation and benefits plans;

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overseeing senior management succession planning;

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overseeing our incentive compensation plans, including our equity incentive compensation plan;

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overseeing risk review processes for incentive compensation plans;

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making recommendations to the Board regarding compensation of directors;

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overseeing the implementation of the Company’s programs and policies related to human capital management;

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oversight of talent management programs, including employee engagement surveys and development initiatives; and

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reviewing and approving the general design and terms of any significant non-executive compensation and benefits plans.

The CHCM Committee has authority under its charter to obtain advice and assistance from outside legal counsel and other outside advisors as deemed appropriate to perform its duties and responsibilities. For 2025, the CHCM Committee engaged an independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”) to advise on compensation matters and provide experiential guidance on what is considered fair and competitive practice in the banking industry, primarily with respect to the compensation of executive officers, and also with regard to director compensation.

The CHCM Committee has the authority to delegate to subcommittees of the CHCM Committee, to the chair of the CHCM Committee, or one or more Company executive officers, as permitted under applicable law. The CHCM Committee may also delegate to a committee of one or more directors, or one or more executive officers, subject to certain restrictions, the power to grant equity awards to employees who are not subject to Section 16 of the Exchange Act pursuant to the 2021 Equity Plan (as defined below). References to the CHCM Committee in this Proxy Statement also refer to its subcommittees and its delegates, where applicable.

Compensation and Human Capital Management Committee Interlocks and Insider Participation

During 2025, no Company officers, former officers or employees served on the CHCM Committee. No Company executive officer serves or has served as a member of a compensation committee, other board committee, or full board of directors performing equivalent compensation functions of any entity that has one or more executive officers serving as a Company director or on the CHCM Committee.

Nominating and Governance Committee

The current members of the Nominating and Governance Committee are Mr. Bane (chair), Mses. Harlam, Hessan, and Jackson, and Messrs. Chung, Sullivan and Zelleke. Each member of the Nominating and Governance Committee is independent under the listing standards of Nasdaq.

The Nominating and Governance Committee is responsible for:

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identifying, evaluating and recruiting qualified persons to serve on the Board of Directors;

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selecting, or recommending to the Board for selection, nominees for election as directors;

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reviewing and recommending the composition of the Board’s standing committees;

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onboarding new directors and overseeing director education;

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overseeing policies and programs for disclosure of any environmental, social and governance (“ESG”) issues;

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reviewing and assessing the Company’s Corporate Governance Guidelines;

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overseeing compliance with the Company’s Related Party Transactions Policy; and

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annually evaluating the performance, operations, and composition of the Board of Directors and its committees.

The Nominating and Governance Committee has authority under its charter to obtain advice and assistance from outside legal counsel and other outside advisors as deemed appropriate to perform its duties and responsibilities.

Nomination of Directors

The Nominating and Governance Committee of the Board of Directors identifies and evaluates director candidates and recommends to the Board qualified candidates for nomination as directors for election at the annual meeting of shareholders or to fill vacancies on the Board of Directors. The process followed by the Nominating and Governance Committee in fulfilling its responsibilities includes requests to board members and others for recommendations, meetings to evaluate biographical information, experience and other background material relating to potential candidates, and interviews of selected candidates.

In considering candidates, the Nominating and Governance Committee reviews a candidate’s qualifications and independence based on the criteria set forth in the Company’s Corporate Governance Guidelines, its Director Independence Policy, Audit Committee Independence Policy, and the Nominating and Governance Committee’s charter (or the charter of a particular committee). The Nominating and Governance Committee considers the composition of the Board or committees; succession planning; and current challenges and needs of the Board, its committees, the Company and the Bank, while taking into account factors such as professional and business experience, leadership, skill, expertise, judgment, background, collegiality, availability, teamwork, and other factors.

In the recent past, Nasdaq listing requirements required each listed company to have, or explain why it does not have, two diverse directors on its board of directors (subject to exceptions set forth in the Nasdaq rules). The composition of our current Board of Directors, set forth in the table below, complies with this former requirement.

Each category has the meaning as it was used in Nasdaq Rule 5605(f).


Eastern Bankshares, Inc. Board of Directors Diversity
	As of March 20, 2026		As of March 20, 2025
Total Number of Directors	17		15
Part I: Gender Identity
	Female	Male	Female	Male
Directors	6	11	6	9
Part II: Demographic Background

African American or Black	2	1	2	1
Asian	0	1	0	1
Hispanic or Latinx	0	1	0	1
White	4	8	4	6
LGBTQ+	1

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SEC Form DEF 14A filed by Eastern Bankshares Inc.