DEFM14A

DEFM14A 1 d155500ddefm14a.htm DEFM14A DEFM14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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☒	Definitive Proxy Statement

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First Seacoast Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

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

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LOGO

Merger Proposal – Your Vote is Very Important

July 23, 2026

Dear Fellow Stockholder:

A special meeting of stockholders of First Seacoast Bancorp, Inc. (“First Seacoast”), the holding company for First Seacoast Bank, will be held at First Seacoast Bank’s main office, located at 633 Central Avenue, Dover, New Hampshire, on Thursday, August 27, 2026, at 10:00 a.m., local time.

On May 4, 2026, Cambridge Financial Group, Inc. (“Cambridge”) and its bank subsidiary, Cambridge Savings Bank, on the one hand, and First Seacoast and First Seacoast Bank, on the other, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, through a series of integrated transactions, First Seacoast will merge with and into Cambridge, with Cambridge as the surviving corporation (the “Merger”). Simultaneously with or immediately after the consummation of the Merger, First Seacoast Bank will merge with and into Cambridge Savings Bank, with Cambridge Savings Bank as the surviving institution.

If the Merger is completed, at closing, each of your shares of First Seacoast common stock will be converted into the right to receive $17.25 in cash, without interest. Upon completion of the Merger, you will no longer own any First Seacoast common stock or have any other interest in First Seacoast.

At the special meeting, you will be asked to vote upon proposals to:

•

approve the Merger Agreement and the Merger (the “Merger Proposal”);

•

approve, on a non-binding advisory basis, the compensation to be paid to First Seacoast’s named executive officers in connection with the transactions contemplated by the Merger Agreement (the “Merger-Related Compensation Proposal”); and

•

approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement and the Merger (the “Adjournment Proposal”).

The notice of special meeting and the proxy statement appearing on the following pages describe the Merger Agreement, the Merger, and the other formal business to be transacted at the meeting and includes a copy of the Merger Agreement as Appendix A. We urge you to read the enclosed materials carefully for a complete description of the Merger. First Seacoast’s directors and officers will be present to respond to appropriate questions from stockholders.

The receipt of cash in exchange for your shares of First Seacoast common stock in the Merger generally will be a taxable transaction for U.S. federal income tax purposes. We urge you to consult your own tax advisor for a full understanding of the tax consequences of the Merger that are particular to you.

The completion of the Merger is subject to certain conditions, including (1) the approval of the Merger Agreement and the Merger by the affirmative vote of the holders of at least a majority of the outstanding shares of First Seacoast common stock entitled to vote at the special meeting, and (2) the receipt of approval or waivers from various bank regulatory authorities.

First Seacoast’s board of directors has unanimously approved the Merger Agreement and unanimously recommends that you vote:

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“FOR” approval of the Merger Agreement Proposal;

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“FOR” the Merger-Related Compensation Proposal; and

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“FOR” the Adjournment Proposal.

Your Vote Is Very Important! Whether or not you plan to attend the special meeting, please complete, date and sign the enclosed proxy card and return it promptly in the postage-paid envelope provided or vote via telephone or the Internet. If you hold your First Seacoast common stock in “street name” through a bank, broker or other nominee, follow the instructions you have received from your bank, broker or other nominee and instruct your bank, broker or other nominee how to vote. Failing to vote will have the same effect as voting “Against” the Merger Proposal.

If you have any questions or need assistance in voting, contact our proxy solicitor, BetaNXT, Inc., at (844) 759-3072 (toll-free).

On behalf of the Board of Directors, thank you for your prompt attention to this important matter.

Sincerely,

LOGO

James R. Brannen

Chief Executive Officer

The accompanying proxy statement and enclosed proxy card are being first mailed to stockholders of record on or about July 23, 2026.

FIRST SEACOAST BANCORP, INC.

633 Central Avenue

Dover, New Hampshire 03820

(603) 742-4680

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS


DATE AND TIME		Thursday, August 27, 2026, at 10:00 a.m., local time.

PLACE		First Seacoast Bank’s Main Office 633 Central Avenue Dover, New Hampshire

ITEMS OF BUSINESS		(1) A proposal to approve the Agreement and Plan of Merger, dated as of May 4, 2026 (the “Merger Agreement”), between Cambridge Financial Group, Inc. (“Cambridge”) and Cambridge Savings Bank, on the one hand, and First Seacoast Bancorp, Inc. (“FSEA”) and First Seacoast Bank, on the other, pursuant to which, through a series of integrated transactions, (i) FSEA will merge with and into Cambridge, with Cambridge as the surviving corporation (the “Merger”), and (2) First Seacoast Bank will merge with and into Cambridge Savings Bank, with Cambridge Savings Bank as the surviving institution (the “Bank Merger”) (the “Merger Proposal”); (2) A proposal to approve a non-binding advisory proposal regarding the compensation to be paid to FSEA’s named executive officers in connection with the transactions contemplated by the Merger Agreement (the “Merger-Related Compensation Proposal”); and (3) A proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (the “Adjournment Proposal”).

RECORD DATE		To vote, you must have been a stockholder as of the close of business on July 10, 2026.

PROXY VOTING		It is important that your shares be represented and voted at the special meeting. We cannot complete the merger unless FSEA stockholders holding at least a majority of the outstanding shares of FSEA common stock vote to approve the Merger Agreement and the Merger. You can vote your shares via the Internet or telephone or by completing and returning the proxy card sent to you. Voting instructions are printed on the proxy card. Failure to vote will have the same effect as voting “Against” the Merger Proposal.

The enclosed proxy statement provides a detailed description of the Merger Agreement and related matters. We urge you to carefully read the proxy statement, and its appendices, in their entirety.

If you have any questions or need help voting your shares of FSEA common stock, contact our proxy solicitor, BetaNXT, Inc., at (844) 759-3072 (toll-free).

FSEA’s board of directors unanimously recommends that you vote:

•

“FOR” approval of the Merger Proposal;

•

“FOR” approval of the Merger-Related Compensation Proposal; and

•

“FOR” approval of the Adjournment Proposal.

Whether or not you plan to attend the special meeting, please vote via the Internet, by telephone or by marking, signing, dating and promptly returning the enclosed proxy card in the enclosed envelope.

By Order of the Board of Directors

Michael J. Bolduc

Corporate Secretary

Dover, New Hampshire

July 23, 2026

Table of Contents


		Page

SUMMARY			6

QUESTIONS AND ANSWERS ABOUT THE MERGER			13

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			16

THE SPECIAL MEETING			17
Place, Date and Time			17
Purpose of the Meeting			17
Who Can Vote at the Meeting			17
Ownership of Shares			17
Attending the Meeting			18
Quorum and Vote Required			18
Shares Held by First Seacoast’s Directors and Officers; Voting Agreements			18
Voting by Proxy			18
Voting Via the Internet or by Telephone			19
How to Revoke Your Proxy			19
Participants in the ESOP and/or the 401(k) Plan			19
Proxy Solicitation Costs			20

PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT			20
General			20
The Parties			20
Form of the Merger and Merger Consideration			21
First Seacoast Common Stock Price			21
Procedures for Surrendering Your Stock Certificates			21
Material Federal Income Tax Consequences of the Merger			22
Background of the Merger			23
Reasons for the Merger			26
Recommendation of First Seacoast’s Board of Directors			28
Opinion of First Seacoast’s Financial Advisor			28
Interests of Directors and Officers in the Merger that are Different from Your Interests			37
Regulatory Approvals Needed to Complete the Merger			39

THE MERGER AGREEMENT			40
Structure of the Merger			40
Closing of the Merger			40
Conditions to Completing the Merger			41
Other Provisions of the Merger Agreement			42

PROPOSAL 2: MERGER-RELATED COMPENSATION PROPOSAL			51
Merger-Related Executive Compensation Payable to First Seacoast’s Named Executive Officers			52

PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING			53

STOCK OWNERSHIP			54

WHERE YOU CAN FIND MORE INFORMATION			55

SUBMISSION OF STOCKHOLDER BUSINESS PROPOSALS AND NOMINATIONS			56

Appendix A	Agreement and Plan of Merger
Appendix B	Opinion of Keefe, Bruyette & Woods, Inc.

SUMMARY

This summary highlights selected information regarding the proposed Merger from this proxy statement and does not contain all the information that is important to you. For a more complete description of the terms of the proposed Merger, carefully read this entire document and the other documents to which we refer, including the Merger Agreement, attached as Appendix A.

The Companies


First Seacoast Bancorp, Inc. First Seacoast Bank 633 Central Avenue Dover, NH 03820		First Seacoast Bancorp, Inc. (“First Seacoast” or “FSEA”), a Maryland corporation and registered savings and loan holding company under the Home Owners’ Loan Act of 1933, as amended (the “HOLA”), is the parent company of First Seacoast Bank. As of March 31, 2026, First Seacoast, on a consolidated basis, had total assets of $588.8 million, total deposits of $459.0 million and stockholders’ equity of $62.6 million. First Seacoast is subject to comprehensive regulation and examination by the Board of Governors of the Federal Reserve System (the “FRB”). FSEA’s common stock is listed on the Nasdaq Stock Market under the symbol “FSEA”. First Seacoast Bank, a federally-chartered savings bank headquartered in Dover, New Hampshire, has served residents of the Seacoast area of New Hampshire since 1890. Its business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings from the Federal Home Loan Bank, in one- to four-family residential real estate loans, commercial real estate and multi-family real estate loans, acquisition, development and land loans, commercial and industrial loans, home equity loans and lines of credit and consumer loans. First Seacoast Bank is subject to comprehensive regulation and examination by its primary federal regulator, the Office of the Comptroller of the Currency (the “OCC”).

Cambridge Financial Group, Inc. Cambridge Savings Bank 1374 Massachusetts Avenue Cambridge, MA 02138		Cambridge Financial Group, Inc. (“Cambridge’) is a Massachusetts mutual holding company and registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA Act”). As of March 31, 2026, Cambridge, on a consolidated basis, had total assets of $6.92 billion, total deposits of $5.51 billion and equity of $642.1 million. Cambridge is subject to comprehensive regulation and examination by the FRB. Cambridge Savings Bank, a Massachusetts state-chartered bank, is the wholly-owned subsidiary of Cambridge. Cambridge Savings Bank offers a full line of individual and business banking services across a Massachusetts-based branch network and through digital banking solutions for commercial, small business and consumer customers.

The Special Meeting


Place, Date and Time		First Seacoast’s special meeting of stockholders will be held at First Seacoast Bank’s main office, located at 633 Central Avenue, Dover, NH, on Thursday, August 27, 2026, at 10:00 a.m., local time.

Purpose of the Meeting		At the special meeting, First Seacoast’s stockholders will be asked to approve the Agreement and Plan of Merger, dated as of May 4, 2026, by and between Cambridge and Cambridge Savings Bank, on the one hand, and First Seacoast and First Seacoast Bank, on the other (the “Merger Agreement”), pursuant to which, among other things, CFG Merger Subsidiary, Inc. I, a newly formed wholly-owned subsidiary of Cambridge (“Merger Sub I”), will merge with and into First Seacoast, with First Seacoast as the surviving corporation (the “Merger”), as well as approve the other proposals set forth in the accompanying notice of special meeting.

Who Can Vote at the Meeting		If you were the owner of shares of First Seacoast common stock as of the close of business on July 10, 2026, you can vote at the special meeting. You will be able to cast one vote for each share of common stock you owned on that date. As of the close of business on July 10, 2026, there were 4,692,591 shares of common stock outstanding.

What Vote is Required to Approve the Merger Agreement		Approval of the Merger Agreement and the Merger requires the affirmative vote of the holders of at least a majority of the outstanding shares of First Seacoast common stock entitled to vote at the special meeting. You can vote your shares by attending the special meeting and voting in person, via the Internet, by telephone or by completing and mailing the enclosed proxy card.

Shares Held by Directors and Officers; Voting Agreements		As of the record date for the special meeting, the directors and executive officers of First Seacoast owned, in the aggregate, a number of shares of First Seacoast common stock equal to approximately 5.8% of the total votes eligible to be cast at the special meeting. Each director of First Seacoast and certain officers of First Seacoast and/or First Savings Bank have entered into voting agreements with Cambridge requiring each of them to vote all of the shares of First Seacoast common stock each owns in favor of the proposal to approve the Merger Agreement. Shares of First Seacoast stock representing approximately 6.6% of the total votes eligible to be cast at the special meeting are subject to the voting agreements.

The Merger


Overview of the Transaction		Under the terms of the Merger Agreement, (1) Merger Sub I will merge with and into First Seacoast, with First Seacoast as the surviving corporation (the “Merger”), (2) simultaneously with, or immediately after, the completion of the Merger, First Seacoast Bank will merge with and into Cambridge Savings Bank, with Cambridge Savings Bank as the surviving institution (the “Bank


		Merger”), (3) following the completion of the Merger and the Bank Merger, First Seacoast will merge with and into CFG Merger Subsidiary, Inc. II, a second newly formed wholly-owned subsidiary of Cambridge (“Merger Sub II”), with Merger Sub II as the surviving corporation, and (4) Merger Sub II will merge with and into Cambridge or Cambridge Savings Bank, as determined by Cambridge in its sole discretion, with Cambridge or Cambridge Savings Bank, as applicable, as the surviving entity.

Each Share of First Seacoast Common Stock Will Be Exchanged for All-Cash Merger Consideration		Upon the closing of the Merger, each of your shares of First Seacoast common stock will automatically be converted into the right to receive $17.25 in cash, without interest.

How to Receive Cash Merger Consideration in Exchange for Your First Seacoast Stock Certificates		To receive the cash merger consideration in exchange for your shares of First Seacoast common stock, you will need to surrender your First Seacoast stock certificate(s). You should not return your stock certificate(s) with the enclosed proxy, and you should not send your stock certificate(s) to Cambridge’s paying agent, Equiniti Trust Company, LLC (the “Paying Agent), until you receive the letter of transmittal. The Paying Agent will send you written instructions for surrendering your stock certificate(s) as promptly as practicable following the closing of the Merger. If your shares of First Seacoast common stock are held in “street” name by a broker, bank or other nominee, you broker, bank or other nominee will process the exchange on your behalf.

First Seacoast Stock Price		First Seacoast’s common stock is listed on the Nasdaq Capital Market under the symbol “FSEA”. On May 4, 2026, which was the last trading day before Cambridge and First Seacoast announced the execution of the Merger Agreement, First Seacoast’s common stock closed at $11.74 per share, as reported by Nasdaq. On July 10, 2026, which is the last practicable trading day before the printing of this proxy statement, First Seacoast’s common stock closed at $16.84 per share, as reported by Nasdaq.

Federal Income Tax Consequences of the Merger		The receipt of the cash merger consideration in exchange for shares of First Seacoast common stock will generally be a taxable transaction for U.S. federal income tax purposes. In general, you will recognize any gain or loss equal to the difference between the amount of cash received in the Merger and the adjusted tax basis of your shares of First Seacoast common stock. See “Proposal 1 – Approval of the Merger Agreement – The Merger – Material Federal Income Tax Consequences of the Merger.” This federal income tax treatment may not apply to all First Seacoast stockholders. Determining the actual income tax consequences of the Merger to you can be complicated. You should consult your own tax advisor for a full understanding of the income tax consequences of the Merger that are particular to you, whether federal, state or otherwise.

First Seacoast’s Board of Directors Recommends That Stockholders Approve the Merger		First Seacoast’s board of directors has determined that the Merger is advisable and unanimously recommends that you vote “FOR” the proposal to approve the Merger Agreement and the Merger. For a discussion of the circumstances surrounding the Merger and the factors considered by the board of directors in approving the


		Merger Agreement, see “Proposal 1 – Approval of the Merger Agreement – The Merger – First Seacoast’s Reasons for the Merger.”

The Opinion of First Seacoast’s Financial Advisor in Connection with the Merger		In connection with the Merger Agreement, First Seacoast’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated May 4, 2026, to First Seacoast’s board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of First Seacoast common stock of the $17.25 per share merger consideration. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Appendix B to this proxy statement. The opinion was for the information of, and was addressed to, First Seacoast’s board of directors (in its capacity as such) in connection with its consideration of the financial terms of the Merger. The opinion did not address First Seacoast’s underlying business decision to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the board of directors in connection with the Merger, and it does not constitute a recommendation to any First Seacoast stockholder as to how to vote or act in connection with the Merger or any other matter.

Interests of First Seacoast’s Directors and Officers in the Merger That Differ From Your Interests		Certain of First Seacoast’s directors and officers have interests in the Merger that are different from, or are in addition to, their interests as stockholders of First Seacoast. First Seacoast’s board of directors knew about these additional interests, and considered them, when they approved the Merger Agreement and the Merger. These include: • Cambridge agreeing to honor obligations under existing employment agreements and change in control agreements, which will result in lump sum cash payments pursuant to certain Settlement and Restrictive Covenant Agreements. • Accelerated vesting of stock options and restricted stock awards under First Seacoast’s stock incentive plans, including the right to receive cash payments with respect to such awards in connection with the Merger. • Accelerated benefits and payment of benefits under a salary continuation agreement. • The right to receive an accelerated distribution of shares under the First Seacoast Bank Employee Stock Ownership Plan, allowing for potentially favorable tax treatment related to the distribution. • Accelerated payment of benefits under a director’s deferred fee plan. • Accelerated benefits and payment of benefits under a director supplemental retirement agreement.


Regulatory Approval Needed to Complete the Merger		First Seacoast and Cambridge cannot complete the Merger unless the required regulatory approvals or waivers have been received. Cambridge has filed a merger application waiver request with the FRB. Cambridge Savings Bank has filed merger applications with the Federal Deposit Insurance Corporation, the Massachusetts Divisions of Banks and the New Hampshire Banking Department. Action on all these filings is pending as of the date of this proxy statement.

No Dissenters’ or Appraisal Rights		First Seacoast’s stockholders do not have dissenters’ or appraisal rights in connection with the Merger.

The Merger Agreement

A copy of the Merger Agreement is attached as Appendix A to this proxy statement. Carefully read the entire Merger Agreement because it is the legal document that governs the Merger.

Conditions to Completing the Merger

The completion of the Merger depends on a number of conditions being met, including, among other items:

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Cambridge’s and First Seacoast’s respective representations and warranties must be true and correct, subject to the applicable materiality standard. Each party will receive a certificate, dated as of the closing date, signed on behalf of the other party by its chief executive officer and chief financial officer to the foregoing effect;

•

Cambridge and First Seacoast performing, in all material respects, all obligations each is required to perform under the Merger Agreement at or before closing and the chief executive officer and chief financial officer of the applicable party providing a written certificate to that effect;

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Receipt of First Seacoast stockholder approval;

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Receipt of all regulatory approvals, without burdensome conditions, and any third-party consents necessary to complete the Merger;

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No injunctions or orders prohibiting the Merger or the institution of any proceedings to enjoin or prohibit the Merger;

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There has been no material adverse change (as defined in the Merger Agreement with respect to First Seacoast; and

•

Delivery of the aggregate merger consideration by Cambridge to the Paying Agent.

See “The Merger Agreement – Conditions to Completing the Merger” below for a discussion of all of the conditions to completing the Merger. We cannot be certain when or if the conditions to the Merger will be satisfied or waived, or that the Merger will be completed.

Regarding the required regulatory approvals or waivers for the Merger, Cambridge filed a notice and application waiver request with the FRB on June 4, 2026, and Cambridge Savings Bank filed merger applications with the Federal Deposit Insurance Corporation (the “FDIC”), the Massachusetts Division of Banks and the New Hampshire Banking Department on June 4, 2026. Action on all these filings is pending as of the date of this proxy statement.

Agreement Not to Solicit Other Proposals

Between the signing of the Merger Agreement and the completion of the Merger or the termination of the Merger Agreement, First Seacoast and its officers, directors, employees and representatives must not (i) solicit, initiate, induce or encourage any acquisition proposals, (ii) furnish any information to any third party in connection with or in response to an acquisition proposal, (iii) continue any discussions with any third party regarding an acquisition proposal, (iv) approve, endorse or recommend any acquisition proposal or (v) enter into any agreement with respect to an acquisition proposal or requiring First Seacoast to abandon or terminate the Merger Agreement and the Merger.

Notwithstanding the foregoing, before the receipt of First Seacoast stockholders’ approval of the Merger Agreement and the Merger, First Seacoast may furnish non-public information regarding First Seacoast and enter into discussions with a third party regarding an acquisition proposal if (i) the acquisition proposal constitutes or is reasonably expected to result in a superior proposal (as defined in the Merger Agreement), (ii) First Seacoast has not solicited, initiated, induced or encouraged the acquisition proposal, (iii) First Seacoast’s board of directors determines in good faith (after consultation with outside legal counsel) that the failure to furnish non-public information regarding First Seacoast and enter into discussions with the third party regarding the acquisition proposal would be reasonably likely to result in a violation of its fiduciary duties to First Seacoast’s stockholders under applicable law. Under the foregoing circumstances, First Seacoast may take the following actions:

•

furnish nonpublic information with respect to First Seacoast and its subsidiaries to the person making such acquisition proposal, provided that before furnishing such information, First Seacoast gives Cambridge prior written notice of the identity of the party making the acquisition proposal and of First Seacoast’s intention to provide such nonpublic information to the party and enters into a confidentiality agreement with such person on terms no more favorable than the confidentiality agreement entered into between Cambridge and First Seacoast; and

•

engage or participate in any discussions or negotiations with such person with respect to the acquisition proposal. First Seacoast must immediately orally (within 24 hours) and in writing (within 2 business days) notify Cambridge of the receipt of an acquisition proposal and keep Cambridge informed of any developments with respect to any such acquisition proposal immediately (within 24 hours) and in writing (within 2 business days) of any such developments.

See “The Merger Agreement – Other Provisions of the Merger Agreement – Agreement Not to Solicit Other Proposals” below for a discussion of what constitutes an “acquisition proposal” and a “superior proposal.”


We May Amend the Terms of the Merger and Waive Certain Conditions		First Seacoast and Cambridge may agree to amend the Merger Agreement, and each may waive its right to require the other party to adhere to the terms and conditions of the Merger Agreement that are beneficial to the waiving party.

Terminating the Merger Agreement		First Seacoast and Cambridge may mutually agree, in writing, at any time to terminate the Merger Agreement. In addition, First Seacoast or Cambridge may decide, without the consent of the other party, to terminate the Merger Agreement if: 1. the Merger has not been completed by April 30, 2027, unless the failure to complete the Merger by that date is due to the party seeking termination failing to perform or observe its agreement and covenants in the Merger Agreement; 2. if any of the transactions contemplated by the Merger Agreement do not receive required regulatory approval or if any court of competent jurisdiction has issued an order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the transactions contemplated in the Merger Agreement; 3. if the Merger Agreement and Merger are not approved by the required vote of First Seacoast’s stockholders; or 4. if the other party breaches any representation and warranty or covenant and such breach is not cured within 30 days after giving written notice of the breach to the other party. Cambridge may also terminate the Merger Agreement if (i) First Seacoast breached its non-solicitation obligations under the Merger Agreement, (ii) First Seacoast’s board of directors does not publicly recommend in First Seacoast’s proxy statement that its stockholders approve the Merger Agreement or if, after making such recommendation, it has withdrawn, modified or changed its recommendation regarding approval of the Merger Agreement and the Merger. First Seacoast may terminate the Merger Agreement, before its stockholders approve the Merger Agreement and the Merger, in order to accept a third-party superior proposal so long as First Seacoast has not breached its non-solicitation obligations set forth in the Merger Agreement.

Termination Fee		Under certain circumstances described in the Merger Agreement, First Seacoast is required to pay Cambridge a cash termination fee of $3,500,000 in connection with a termination of the Merger Agreement. See “Summary – The Merger Agreement – Termination Fee” and “The Merger Agreement – Other Provisions of the Merger Agreement – Agreement Not to Solicit Other Proposals” below for a discussion of circumstances requiring the payment of the termination fee.

QUESTIONS AND ANSWERS ABOUT THE MERGER

What am I being asked to vote on and how does the board of directors recommend that I vote?

You are being asked to vote on a proposal to approve the Merger Agreement and the Merger (the “Merger Proposal”), a proposal to approve the compensation to be paid to First Seacoast’s named executive officers in connection with the transactions contemplated by the Merger Agreement (the “Merger-Related Compensation”) and a proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement and the Merger (the “Adjournment Proposal”). First Seacoast’s board of directors has determined that the proposed Merger is advisable and in the best interests of the stockholders of First Seacoast, has approved the Merger Agreement and unanimously recommends that stockholders vote “FOR” approval of the Merger Proposal, “FOR” approval of the Merger-Related Compensation Proposal and “FOR” approval of the Adjournment Proposal.

What is the vote required to approve the matters to be considered at the special meeting?

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of First Seacoast common stock as of the close of business of July 10, 2026, the voting record date for the special meeting. Failure to vote will have the same effect as voting “Against” the Merger Proposal.

Approval of the Merger-Related Compensation Proposal and the Adjournment Proposal each require the affirmative vote by the holders of a majority of the votes cast on the proposal at the special meeting. Abstentions and broker non-votes will not affect the outcome of either proposal.

Why am I being asked to approve, on an advisory, non-binding basis, the Merger-Related Compensation Proposal?

As a public reporting company, First Seacoast is subject to the federal securities laws and the rules and regulations of the Securities and Exchange Commission, which together require First Seacoast to present the Merger-Related Compensation Proposal for an advisory, non-binding stockholder vote.

What will happen if First Seacoast’s stockholders do not approve the Merger-Related Compensation proposal at the special meeting?

If the Merger is consummated, First Seacoast’s named executive officers will receive compensation in connection with the Merger. Approval of the Merger-Related Compensation Proposal is not a condition to the completion of the Merger. The vote on the Merger-Related Compensation Proposal is an advisory vote and will not be binding on First Seacoast. Therefore, if First Seacoast’s stockholders approve the Merger Proposal and the Merger is consummated, the compensation that is the subject of the Merger-Related Compensation Proposal will still be paid to First Seacoast’s named executive officers even if the Merger-Related Compensation Proposal is not approved by stockholders.

What will I receive in the Merger?

Upon the closing of the Merger, each of your shares of First Seacoast common stock will automatically be converted into the right to receive $17.25 in cash, without interest.

What are the tax consequences of the Merger to me?

First Seacoast stockholders will generally recognize a gain or loss for federal income tax purposes on each share of First Seacoast common stock exchanged for the cash merger consideration in an amount equal to the difference between the adjusted tax basis in each share of common stock and the value of the per share merger consideration received in connection with the Merger. Stock holders are urged to consult their own tax advisors for a full understanding of the tax consequences of the Merger.

How do I exchange my First Seacoast stock certificates?

You will receive instructions on where and how to surrender your stock certificates to the Paying Agent after the Merger is completed. Do not send your stock certificates with your proxy card. If your shares of common stock are held in “street name” by your bank, broker or other nominee, you may receive instructions from your bank, broker or other nominee as to what action, if any, you need to take to receive the cash purchase price.

Will I have the right to have my shares appraised if I dissent from the Merger?

No. Under First Seacoast’s Articles of Incorporation and Title 3, Subtitle 2 of the Maryland General Corporation Law, First Seacoast’s stockholders are not entitled to exercise any rights of an objecting stockholder, unless First Seacoast’s board of directors determines that such rights apply with respect to a transaction. The board of directors has not made this determination with respect to the Merger. Accordingly, stockholders do not have appraisal rights with respect to the Merger.

What should I do now?

After you have carefully read this entire document, please vote.

You may vote your shares by completing, signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope. Alternatively, you may vote your shares by Internet or telephone by following the instruction on your proxy card. Whichever method you choose to cast your vote, please vote today to ensure that your vote is counted at the special meeting, or at any adjournment or postponement of the special meeting, regardless of whether you plan to attend the special meeting. You may also attend the special meeting and vote in person.

Stockholders whose shares are held in the name of a broker, bank or other nominee must vote in the manner directed by the broker, bank or other nominee. Check the information forwarded to you by your broker, bank or other nominee to see which options are available to you.

If you do not return a properly executed and dated proxy card or vote by telephone or the Internet and do not vote in person at the special meeting, this will have the same effect as a vote “Against” the Merger Proposal. If you sign, date and return your proxy card, but you do not indicate how you want to vote, your proxy will be voted in “FOR” approval of the Merger Proposal, “FOR” approval of the Merger-Related Compensation Proposal, and “FOR” approval of the Adjournment Proposal. You may change your vote or revoke your proxy before the special meeting by filing with First Seacoast’s Corporate Secretary a duly executed revocation of proxy, submitting a later-dated proxy card, voting again via telephone or the Internet or voting in person at the special meeting.

If my shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote my shares for me?

No. Your broker, bank or other nominee will not be able to vote your shares of First Seacoast common stock unless you provide instructions on how to vote. You should instruct your broker, bank or other nominee how to vote your shares by following the procedures provided by your broker, bank or other nominee. If you do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted, and this will have the effect of voting “Against” approval of the Merger Proposal, “Against” approval of the Merger-Related Compensation Proposal, and “Against” approval of the Adjournment Proposal. Check the voting materials provided by your broker, bank or other nominee to see if telephone or Internet voting is available to you.

What if I abstain from voting or fail to instruct my broker?

If you abstain from voting or fail to instruct your broker to vote your shares, it will have the same effect as a vote “Against” approval of the Merger Proposal. However, abstentions and broker non-votes will be counted toward a quorum at the special meeting. Abstentions and broker non-votes will not affect the outcome of the vote on the Merger-Related Compensation Proposal or the Adjournment Proposal.

Can I attend the special meeting and vote my shares in person?

Yes. All stockholders are invited to attend the special meeting. Only stockholders of record can vote in person at the special meeting. If your shares are held in street name, then you are not the stockholder of record and you must ask your bank, broker or other nominee how you can vote in person at the special meeting.

What happens if I sell my shares of common stock before the special meeting?

The record date for the special meeting is earlier than the effective time of the Merger. If you transfer your shares of First Seacoast common stock after the record date but before the special meeting, you will, unless other arrangements are made, retain your right to vote at the special meeting but will not be entitled to receive the merger consideration for your shares. You will be entitled to receive the merger consideration only if the Merger is completed and you own your shares of common stock at the effective time of the Merger.

What do I do if I have lost my stock certificates?

You should review the letter of transmittal for instructions on how to proceed if you have lost your First Seacoast stock certificates. If your stock certificates have been lost, stolen or destroyed, you will have to prove your ownership of these certificates and that they were lost, stolen or destroyed and, if required by the Paying Agent or Cambridge, you may have to post a bond in an amount as the Paying Agent may direct as indemnity against any claim that may be made against it, First Seacoast, or another party with respect to such certificate, before you receive any payment for the shares represented by that certificate.

Who can help answer my questions?

If you want additional copies of this proxy statement, or if you want to ask any questions about the Merger or how to submit your proxy, you should contact our proxy solicitor, BetaNXT, Inc., at (844) 759-3072 (toll-free).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements, which are based on certain current assumptions, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. The Bank intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of complying with these safe harbor provisions. You should read statements that contain these words carefully because they discuss First Seacoast’s future expectations, contain projections of First Seacoast’s future results of operations or financial condition, or other “forward-looking” information.

Such forward-looking statements are necessarily estimates reflecting the judgment of First Seacoast’s management and are subject to numerous assumptions, risks and uncertainties, which change over time and could cause actual results to differ materially from those suggested by the forward-looking statements. In addition to other factors and matters contained in this document, these statements are subject to risks, uncertainties and other factors, including, among others:

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the ability to satisfy closing conditions to the Merger, including approval by the requisite regulatory authorities and by First Seacoast’s stockholders;

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delays in closing the Merger;

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the possibility that the required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Merger;

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disruptions and uncertainty, including diversion of management attention, resulting from the Merger, which may make it more difficult for First Seacoast to maintain relationships with its customers, employees or suppliers, and may cause its business to suffer;

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the restrictions on the conduct of First Seacoast’s business before closing contained in the Merger Agreement, which may have a negative effect on its business operations;

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the possibility that alternative acquisition proposals will or will not be made;

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the outcome of any legal proceedings that may be instituted against First Seacoast or Cambridge in connection with the Merger Agreement;

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increased competitive pressures;

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changes in asset quality and credit risk;

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the inability to sustain revenue and earnings growth;

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changes in interest rates, securities markets and inflation;

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changes in economic conditions;

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customer borrowing, repayment, investment and deposit practices;

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customer disintermediation;

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the introduction, withdrawal, success and timing of business initiatives; and

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changes in the competitive environment in which First Seacoast operates.

The forward-looking statements contained in this proxy statement speak only as of the date of the proxy statement, and First Seacoast undertakes no obligation to publicly update or revise forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. You are cautioned that forward-looking statements could be wrong in light of these and other risks, uncertainties and assumptions, which change over time. Actual results, developments and outcomes may differ materially from those expressed in, or implied by, the forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the risk factors discussed above. In light of these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on the forward-looking statements.

THE SPECIAL MEETING

This proxy statement is furnished in connection with the solicitation of proxies by First Seacoast’s board of directors to be used at the special meeting of stockholders, and at any postponement or adjournment of the special meeting.

Place, Date and Time

The special meeting will be held at First Seacoast Bank’s main office, located at 633 Central Avenue, Dover, NH, on Thursday, August 27, 2026, at 10:00 a.m., local time.

Purpose of the Meeting

The purpose of the meeting is to consider and vote on proposals to approve the Merger Proposal, the Merger-Related Compensation Proposal, and the Adjournment Proposal.

Who Can Vote at the Meeting

You are entitled to vote your shares of First Seacoast common stock if our records show that you held your shares as of the close of business on July 10, 2026. As of the close of business on July 10, 2026, there were 4,692,591 shares of common stock outstanding and entitled to be voted. Each share of common stock has one vote.

First Seacoast’s Articles of Incorporation provides that record holders of common stock who beneficially own, either directly or indirectly, more than 10% of the outstanding shares of common stock are not entitled to any vote with respect to the shares held in excess of the 10% limit.

Ownership of Shares

You may own your shares of First Seacoast common stock in one or more of the following ways:

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Directly in your name as stockholder of record;

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Indirectly through a broker, bank or other holder of record in “street name;”

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Indirectly through the First Seacoast Bank Employee Stock Ownership Plan (the “ESOP”); or

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Indirectly through the First Seacoast Bank 401(k) Plan (the “401(k) Plan”).

If your shares are registered directly in your name, you are the holder of record of those shares and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us to vote at the special meeting or you may vote in person at the special meeting.

If you hold your shares in “street name,” your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote by completing a voting instruction form that accompanies your proxy materials. Your broker, bank or other holder of record may allow you to provide voting instructions by telephone or by the Internet. Refer to the instruction form provided by your broker, bank or other holder of record that accompanies your proxy materials. If you want to vote your shares of common stock held in street name in person at the special meeting, you must obtain a written proxy in your name from the broker, bank or other holder who is the record holder of your shares.

If you own shares of common stock indirectly through the ESOP and/or the 401(k) Plan, see “Participants in the ESOP and/or 401(k) Plan” below.

Attending the Meeting

Admittance to the annual meeting requires proof of ownership of First Seacoast common stock. Examples of proof of ownership are a recent brokerage account statement or a letter from your bank or broker.

Quorum and Vote Required

Quorum. The special meeting will be held only if there is a quorum present. We will have a quorum and will be able to conduct the business of the special meeting if a majority of the outstanding shares of First Seacoast common stock entitled to vote, represented in person or by proxy, are present at the meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted to determine whether there is a quorum present, even if you abstain from voting. Broker non-votes, if any, will also be counted to determine the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Broker non-votes occur when there are both routine and non-routine proposals at a meeting. Because none of the proposals to be voted on at the special meeting are routine matters for which brokers may have discretionary authority to vote, First Seacoast does not expect any broker non-votes at the special meeting and does not expect any broker non-votes to count towards the special meeting quorum.

Votes Required to Approve Proposals. The approval of the Merger Proposal requires the affirmative vote of the holders of at least a majority of the shares of First Seacoast common stock entitled to be cast at the special meeting. Abstentions and broker non-votes will have the same effect as a vote “Against” the approval of the Merger Proposal.

Approval of the Merger-Related Compensation Proposal and the Adjournment Proposal each require the affirmative vote of the holders of at least a majority of votes cast at the special meeting. Broker non-votes and abstentions from voting will have no effect on the outcome of the vote on either proposal.

Shares Held by First Seacoast’s Directors and Officers; Voting Agreements

Each director of First Seacoast and certain executive officers of First Seacoast and/or First Seacoast Bank have entered into a voting agreement with Cambridge requiring each to vote all of his or her shares of First Seacoast common stock in favor of the Merger Proposal. As of the record date for the special meeting, these individuals beneficially owned, in the aggregate, 311,110 shares, or 6.6% of the outstanding shares of First Seacoast common stock, having the power to cast approximately 6.6% of the total votes eligible to be cast at the special meetings.

See “— Votes Required to Approve Proposals” above for additional information.

Voting by Proxy

First Seacoast’s board of directors is sending you this proxy statement to request that you allow your shares of First Seacoast common stock to be represented at the special meeting by the persons named in the enclosed proxy card. All shares of First Seacoast common stock represented at the special meeting by properly executed proxies

will be voted according to the instructions indicated on the proxy card. You may also vote your shares via the Internet or by telephone. Specific instructions for Internet or telephone voting are set forth on the enclosed proxy card. The deadline for voting by telephone or via the Internet is 10:00 a.m., Eastern time, on August 27, 2026.

If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by First Seacoast’s board of directors. The board of directors unanimously recommends a vote “FOR” approval of the Merger Proposal, “FOR” approval of the Merger-Related Compensation proposal, and “FOR” approval of the Adjournment Proposal.

If the special meeting is postponed or adjourned, your shares of First Seacoast common stock may be voted by the persons named in the proxy card on the new special meeting date as well, unless you have revoked your proxy.

If your First Seacoast common stock is held in “street name” by a bank, broker or other nominee, you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via the Internet or by telephone. See the instructions provided by your broker, bank or other nominee.

Voting Via the Internet or by Telephone

Instead of voting by mailing a proxy card, registered stockholders can vote their shares of First Seacoast common stock via the Internet or by telephone. The Internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for Internet and telephone voting are set forth on the proxy card. The deadline for voting via the Internet or by telephone is 10:00 a.m., Eastern time, on August 27, 2026.

How to Revoke Your Proxy

You may revoke your proxy at any time before the vote is taken at the meeting. To revoke your proxy you must either advise First Seacoast’s Corporate Secretary in writing before the vote is taken at the special meeting, deliver an executed and later dated proxy card, vote again via telephone or the Internet, or attend the special meeting and vote your shares in person. Attendance at the special meeting will not in itself constitute revocation of your proxy.

First Seacoast’s Corporate Secretary can be reached at the following address:

Michael J. Bolduc

First Seacoast Bancorp, Inc.

633 Central Avenue

Dover, NH 03802

Participants in the ESOP and/or the 401(k) Plan

If you are a participant in the ESOP, you will receive a voting instruction card that reflects the shares you may direct the ESOP trustee to vote on your behalf. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but you may direct the trustee how to vote the shares of First Seacoast common stock allocated to your ESOP account. The ESOP trustee will vote all unallocated shares of First Seacoast common stock held by the ESOP and all allocated shares for which no voting instructions are timely received in the same proportion as shares for which it has received timely voting instructions.

If you hold First Seacoast common stock in the 401(k) Plan, you will receive a voting instruction card that reflects all shares you may direct the 401(k) Plan trustee to vote on your behalf. Under the terms of the 401(k) Plan, you may direct the 401(k) Plan trustee how to vote the shares allocated to your account. If the 401(k) Plan trustee

does not timely receive your voting instructions, the 401(k) Plan trustee will be instructed to vote your shares in the same proportion as the voting instructions timely received from other 401(k) Plan participants.

The deadline for returning your voting instruction cards to the ESOP trustee and/or the 401(k) Plan trustee is August 20, 2026.

Proxy Solicitation Costs

First Seacoast will pay the cost of this proxy solicitation and will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses they incur in sending proxy materials to the beneficial owners of First Seacoast common stock. In addition to soliciting proxies by mail, First Seacoast’s directors, officers and regular employees may solicit proxies personally or by telephone without receiving additional compensation. First Seacoast has also retained BetaNXT, Inc., a proxy solicitation firm, to assist it in soliciting proxies for the special meeting for a fee of $8,200, plus reimbursable expenses.

PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT

The following discussion of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is Appendix A to this proxy statement. Carefully read the entire Merger Agreement because it is the legal document that governs the Merger.

THE MERGER

General

As soon as possible after the conditions to consummation of the Merger described herein have been satisfied or waived, and unless the Merger Agreement has been terminated as discussed herein, Merger Sub I will merge with and into First Seacoast, with First Seacoast as the surviving corporation (the “Merger”), and, at the closing, each outstanding share of First Seacoast common stock will be converted into the right to receive $17.25 in cash, without interest.

The Parties

First Seacoast Bancorp, Inc. First Seacoast (Nasdaq: FSEA), a Maryland corporation and a registered savings and loan holding company under the HOLA, is the parent company of First Seacoast Bank. As of March 31, 2026, First Seacoast, on a consolidated basis, had total assets of $588.8 million, total deposits of $459.0 million and stockholders’ equity of $62.6 million. First Seacoast is subject to comprehensive regulation and examination by the FRB.

First Seacoast Bank. First Seacoast Bank, a federally-chartered savings bank headquartered in Dover, New Hampshire, has served residents of the Seacoast area of New Hampshire since 1890. Its business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings from the Federal Home Loan Bank, in one- to four-family residential real estate loans, commercial real estate and multi-family real estate loans, acquisition, development and land loans, commercial and industrial loans, home equity loans and lines of credit and consumer loans. First Seacoast Bank is subject to comprehensive regulation and examination by its primary federal regulator, the OCC.

Cambridge Financial Group, Inc. Cambridge is a Massachusetts mutual holding company and registered bank holding company under the BHCA Act. As of March 31, 2026, Cambridge, on a consolidated basis, had total assets of $6.92 billion, total deposits of $5.51 billion and equity of $642.1 million. Cambridge is subject to comprehensive regulation and examination by the FRB.

Cambridge Savings Bank. Cambridge Savings Bank, a Massachusetts state-chartered bank, is the wholly-owned subsidiary of Cambridge. Cambridge Savings Bank offers a full line of individual and business banking

services across a Massachusetts-based branch network and through digital banking solutions for commercial, small business and consumer customers.

Form of the Merger and Merger Consideration

The board of directors of First Seacoast and of Cambridge have each unanimously approved the Merger Agreement and the transactions contemplated by it. As soon as possible after the conditions to consummation of the Merger have been satisfied or waived, and unless the Merger Agreement has been terminated or an alternative structure is used, the transactions contemplated under the Merger Agreement will be effected as follows:

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Cambridge will form a Maryland corporation (“CFG Merger Sub I”) as a wholly-owned subsidiary of Cambridge and CFG Merger Sub I will merge with and into First Seacoast, with First Seacoast as the surviving corporation (the “Merger”);

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Simultaneously with, or immediately after, the completion of the Merger, First Seacoast Bank will merge with and into Cambridge Savings Bank, with Cambridge Savings Bank as the surviving institution (the “Bank Merger”).

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Cambridge will also form a Massachusetts corporation (“CFG Merger Sub II”) as a second wholly-owned subsidiary of Cambridge and, after the completion of the Merger and the Bank Merger, First Seacoast will merge with and into CFG Merger Sub II, with CFG Merger Sub II as the surviving corporation; and

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CFG Merger Sub II will merge with and into Cambridge or Cambridge Savings Bank, as determined by Cambridge in its sole discretion, with Cambridge or Cambridge Savings Bank, as applicable, as the surviving entity.

At the effective time of the Merger, each share of First Seacoast common stock will automatically be converted into the right to receive $17.25 in cash, without interest.

First Seacoast Common Stock Price

First Seacoast’s common stock is listed on the Nasdaq Capital Market under the symbol “FSEA”. On May 4, 2026, which was the last trading day before First Seacoast and Cambridge announced the execution of the Merger Agreement, First Seacoast’s common stock closed at $11.74 per share. On July 10, 2026, which is the last practicable trading day before the printing of this proxy statement, the common stock closed at $16.84 per share, as reported by Nasdaq.

Procedures for Surrendering Your Stock Certificates

Before the closing of the Merger, Cambridge or Cambridge Savings Bank will deposit with Equiniti Trust Company, LLC, the Paying Agent, an amount of cash equal to the aggregate cash merger consideration. Equiniti Trust Company, LLC also serves as First Seacoast’s transfer agent and registrar. Each holder of Firs Seacoast common stock who properly surrenders his, hers, or its stock certificates to the Paying Agent will be entitled to receive the aggregate merger consideration for his, hers, or its shares of First Seacoast common stock.

As soon as reasonably practicable after the closing of the Merger, but not later than five business days after the closing of the Merger, the Paying Agent will send a letter of transmittal that will contain detailed instructions for surrendering certificates of First Seacoast common stock. If you hold your First Seacoast common stock in “street name,” your broker, bank or other nominee will process the exchange on your behalf.

Do not return stock certificates with the enclosed proxy card and do not send your stock certificates to the Paying Agent until you receive the letter of transmittal.

If your First Seacoast stock certificate(s) have been lost, stolen or destroyed, you will have to prove your ownership of these certificates and that they were lost, stolen or destroyed and, if required by the Paying Agent or Cambridge, you may have to post a bond in such amount as the Paying Agent may direct as indemnity against any claim that may be made against it, First Seacoast, or another party with respect to such certificate, before you receive any payment for the shares represented by that certificate.

Neither Cambridge nor any other person involved in the Merger will be liable to any former holder of First Seacoast common stock for any amount properly delivered to a public official under applicable abandoned property or escheat laws.

Material Federal Income Tax Consequences of the Merger

Tax matters are complicated, and the tax consequences of the Merger depend upon the particular circumstances of each U.S. holder. Accordingly, each shareholder should seek advice with respect to the potential tax consequences based on his, her or its particular circumstances from an independent tax advisor.

The following is a general discussion of certain material United States federal income tax consequences of the Merger to U.S. holders (as defined below) of First Seacoast common stock. This discussion applies only to stockholders that hold their shares of First Seacoast common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). Further, this discussion does not address all aspects of United States federal taxation that may be relevant to a particular shareholder in light of its personal circumstances or to stockholders subject to special treatment under the United States federal income tax laws, including: banks or trusts; tax-exempt organizations; insurance companies; dealers in securities or foreign currency; traders in securities who elect to apply a mark-to-market method of accounting; mutual funds; S corporations or other pass-through entities and investors in such entities; foreign persons; stockholders who received their shares of First Seacoast common stock through the exercise of stock options, through a tax-qualified retirement plan or otherwise as compensation; stockholders who hold First Seacoast common stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated instrument; and stockholders subject to the alternative minimum tax provisions of the Code.

This discussion is based on the Code, Treasury regulations, administrative rulings and judicial decisions, all as in effect as of the date of this proxy statement and all of which are subject to change (possibly with retroactive effect) and to differing interpretations that could affect the accuracy of the statements and conclusions set forth in this discussion. Tax considerations under state, local and foreign laws are not addressed in this proxy statement.

Determining the actual tax consequences of the Merger to you may be complex. They will depend on your specific situation and on factors that are not within First Seacoast’s control. You should consult with your own tax advisor as to the tax consequences of the Merger in your circumstances, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws and of changes in those laws.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of First Seacoast common stock that is for United States federal income tax purposes (1) an individual citizen or resident of the United States, (2) a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust (A) the administration of which is subject to the primary supervision of a U.S. court and with respect to which one or more “United States persons” (as defined in the Code) have the authority to control all substantial decisions, or (B) that has a valid election in place under applicable Treasury Regulations to be treated as a United States person.

The United States federal income tax consequences to a partner in an entity or arrangement treated as a partnership, for United States federal income tax purposes, that holds First Seacoast common stock generally will depend on the status of the partner and the activities of the partnership. Partners in a partnership holding First Seacoast common stock should consult their own tax advisors.

Neither First Seacoast nor Cambridge has requested or will request a ruling from the Internal Revenue Service as to any of the tax effects to First Seacoast stockholders of the Merger, and no opinion of counsel has been

or will be rendered to First Seacoast stockholders with respect to any of the tax effects of the Merger to stockholders.

The receipt of the merger consideration by a U.S. holder in exchange for First Seacoast common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder of shares of First Seacoast common stock will recognize gain or loss for federal income tax purposes equal to the difference, if any, between:

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the per share cash merger consideration received by the U.S. holder in exchange for such shares of common stock; and

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the U.S. holder’s adjusted tax basis in such shares of common stock.

Such gain or loss will be a capital gain or loss if such shares were held as capital assets by the U.S. holder at the effective time of the Merger. The gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period is more than one year at the effective time of the Merger; otherwise, the capital gain or loss will be short-term. Gain or loss, as well as the holding period, will be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) surrendered pursuant to the Merger. Long-term capital gains of individuals are generally eligible for reduced rates of taxation. Additionally, a 3.8% Net Investment Income Tax (or Medicare Tax) may apply to all or a portion of the gain recognized by individuals, trusts and estates whose income exceeds certain threshold levels.

Under the Code, a U.S. holder of First Seacoast common stock may be subject, under certain circumstances, to information reporting on the cash received in the Merger unless such U.S. holder is a corporation or other exempt recipient. Backup withholding will also apply (currently at a rate of 24%) with respect to the amount of cash received, unless a U.S. holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax liability and any amount withheld under the backup withholding rules may generally be refunded or credited against a U.S. holder’s United States federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the Internal Revenue Service in a timely manner.

The foregoing discussion does not claim to be a complete discussion of the potential tax consequences of the Merger. First Seacoast stockholders should consult their tax advisors as to the specific tax consequences to them of the Merger, including the applicability and effect of U.S. federal, state, local and foreign income, estate, gift and other tax laws in their circumstances. Nothing in this discussion is intended to be, or should be construed as, tax advice.

Background of the Merger

The following chronology summarizes the material meetings and events that led to the execution of the Merger Agreement. It does not purport to catalogue every conversation of, or among, First Seacoast’s board of directors, members of First Seacoast’s senior management or First Seacoast’s advisors and other parties.

In January 2023, First Seacoast completed its initial public offering and became the fully-public stock holding company of First Seacoast Bank in connection with the mutual-to-stock conversion of First Seacoast Bancorp, MHC, First Seacoast Bank’s former mutual holding company. Since then, First Seacoast’s board of directors and senior management have periodically reviewed and assessed First Seacoast’s strategic alternatives and the economic, competitive and regulatory environments facing First Seacoast and First Seacoast Bank. As part of this process, the board of directors and senior management have periodically reviewed and discussed strategic alternatives, including a possible merger or sale transaction, and have consulted periodically with representatives of KBW regarding strategic planning matters. KBW is a nationally recognized investment banking firm with substantial experience advising financial institutions with respect to mergers and acquisitions and other matters. The board of directors determined that KBW’s existing relationships as disclosed to First Seacoast would not interfere with its ability to provide investment banking

services to First Seacoast. First Seacoast has had a long-standing relationship with KBW. In addition to serving as First Seacoast’s marketing agent for its 2023 initial public offering, KBW served as First Seacoast’s marketing agent for its predecessor’s 2019 public stock offering in connection with First Seacoast Bank’s mutual holding company reorganization.

First Seacoast’s board of directors met on January 29, 2026, with senior management, representatives of KBW, and representatives of First Seacoast’s legal counsel attending. The board of directors discussed First Seacoast’s strategic alternatives, including continued independence and potentially engaging in a merger or sale transaction, and the perceived advantages and disadvantages of each alternative in light of the then prevailing market and economic conditions. Representatives of KBW provided information regarding the then prevailing mergers and acquisitions market, including recent bank and thrift merger transaction pricing metrics, and certain banks and credit unions that appeared both likely to have an interest in a potential business combination with First Seacoast and the financial capacity to acquire First Seacoast. The board of directors reviewed and discussed the potential transaction partners. The board of directors also discussed with representatives of KBW and legal counsel the process for soliciting non-binding indications of interest from potential interested parties by distributing a confidential information memorandum (“CIM”). After lengthy discussion, the board of directors authorized preparation of the CIM for distribution to potential interested parties approved by First Seacoast, conditioned upon executing a confidentiality agreement with First Seacoast.

On January 30, 2026, before the CIM was prepared, First Seacoast received an unsolicited indication of interest letter (“IOI”) from a New England community bank (Company A) proposing a 50% cash/50% stock transaction at $14.00 per share. The IOI also proposed adding up to two First Seacoast directors to Company A’s board of directors and a period of exclusive negotiations. As discussed below, Company A was one of the interested parties that later signed a confidentiality agreement with First Seacoast, received the CIM, and was granted access to the virtual data room containing financial and other information regarding First Seacoast, but ultimately determined not to pursue its IOI.

During the first three weeks of February 2026, First Seacoast, with the assistance of its advisors, prepared the CIM and a form of confidentiality agreement for use in connection with the distribution of the CIM. First Seacoast also populated a virtual data room containing financial and other information regarding First Seacoast.

The Executive Committee of First Seacoast’s board of directors met on February 12, 2026, with senior management, representatives of KBW, and representatives of First Seacoast’s legal counsel attending. The Executive Committee reviewed the potential interested parties reviewed and discussed at the January 29^th meeting of the board of directors. Representatives of KBW reviewed and discussed the timing and other aspects of the prospective solicitation process.

Beginning on or about February 18, 2026, according to First Seacoast’s directives, KBW representatives contacted 19 potential interested parties, including Company A, without revealing the identity of First Seacoast, of which 17 parties signed confidentiality agreements and the identity of First Seacoast was disclosed to them. First Seacoast and Cambridge entered into a confidentiality agreement on February 20, 2026. The 17 institutions that signed confidentiality agreements were provided the CIM and granted access to the virtual data room. Each confidentiality agreement included customary non-disclosure provisions and a standstill provision prohibiting the First Seacoast counterparty, for one year from the date of the confidentiality agreement, from offering to acquire or acquiring First Seacoast, and from taking certain other actions, including soliciting proxies, without the prior written consent of First Seacoast; provided, however, that this standstill provision would become null and void if First Seacoast entered into a definitive acquisition agreement with the First Seacoast counterparty or another party. As a result of the solicitation process, six interested parties submitted IOIs. Cambridge submitted an IOI on March 20, 2026, another New England bank holding company (Company B) submitted an IOI on March 20 2026, another New England bank holding company (Company C) submitted an IOI on March 20, 2026, another New England bank holding company (Company D) submitted an IOI on March 20, 2026, a Northeast bank holding company (Company E) submitted an IOI on March 20, 2026, and another New England bank holding company (Company F) submitted an IOI on March 24, 2026.

On March 7, 2026, Company A’s financial advisor notified KBW that Company A determined not to pursue its January 30^th IOI.

First Seacoast’s board of directors met on March 26, 2026, with representatives of KBW, representatives of legal counsel and senior management attending, to review and discuss the results of the solicitation process and the IOIs received from Cambridge and Companies B, C, D, E and F. Cambridge’s IOI proposed an all-cash transaction at $15.50 per share of First Seacoast common stock. Company B’s IOI proposed an all-stock transaction at $16.00 per share. Company C’s IOI proposed an all-cash transaction at $14.05 per share. Company D’s IOI proposed a 50% cash/50% stock transaction at $14.00 per share. Company E’s IOI proposed an all-cash transaction at $13.50 per share. Company F’s IOI proposed an all-stock transaction (with a 10% cash component if desired by First Seacoast) based on an exchange ratio of 0.44 of a share of Company F common stock for each share of First Seacoast common stock, which the IOI noted implied a value of $16.43 per share based on the 20-day volume weighted average price of Company F’s common stock as of March 19, 2026. Each IOI proposed a period of exclusive negotiations, except for Company B’s and Company’s E’s IOIs. Company B’s and Company C’s IOIs proposed adding one First Seacoast directors to their respective board of directors and Company F’s IOI proposed adding three First Seacoast directors to its board of directors. As part of the discussion at the meeting, representatives of KBW updated the board of directors regarding the then current bank and thrift mergers and acquisitions market. The board of directors also reviewed again its decision to explore a potential merger or sale. After lengthy discussion, the board of directors directed KBW to inform Cambridge and Company B that they would have the opportunity to submit revised IOIs for review and consideration by the board of directors in determining whether to agree to a period of exclusive negotiations.

On March 26, 2026, Company B submitted a revised IOI clarifying certain non-financial terms of its March 20^th IOI but re-affirming the all-stock price of $16.00 per share contained in the March 20^th IOI.

On March 27, 2026, Cambridge submitted a revised IOI increasing its proposed all-cash price to $17.05 per share.

First Seacoast’s board of directors met on March 31, 2026, with representatives of KBW, representatives of legal counsel and senior management attending, to review and discuss the revised IOIs submitted by Cambridge and Company B. After lengthy discussion, the board of directors directed KBW to inform Cambridge that it would have the opportunity to submit a final IOI for review and consideration by the board of directors in determining whether to agree to a period of exclusive negotiations.

On March 31, 2026, Cambridge submitted a revised IOI increasing its proposed all-cash price to $17.25 per share and First Seacoast accepted the revised IOI as the basis for agreeing to a period of exclusive negotiations.

On April 2, 2026, First Seacoast and Cambridge entered into an agreement to conduct exclusive negotiations toward a definitive merger agreement for a 45-day period. Following the execution of the exclusivity agreement, at First Seacoast’s direction, KBW informed Companies B, C, D, E and F that First Seacoast’s board of directors determined not to pursue their IOIs.

On April 10, 2026, First Seacoast received an unsolicited IOI from a New England credit union (Credit Union) proposing a purchase and assumption transaction between Credit Union and First Seacoast Bank at an aggregate cash purchase price of $55.0 million. The IOI also proposed a period of exclusive negotiations.

First Seacoast’s board of directors met on April 14, 2026, with representatives of KBW, representatives of legal counsel and senior management attending, to review and discuss Credit Union’s IOI. The board of directors compared Cambridge’s proposed all-cash price of $17.25 per share with Credit Union’s implied price per share, which First Seacoast’s senior management and KBW calculated at $16.40 per share based on the terms of the IOI. The board of directors also discussed the additional execution risk and longer regulatory approval process associated with a potential purchase and assumption transaction with Credit Union. The board of directors also noted that, unlike Cambridge, Credit Union had not conducted any detailed due diligence on First Seacoast. Following lengthy discussion, the board of directors determined not to pursue

Credit Union’s IOI and directed KBW and First Seacoast’s legal counsel to communicate that decision to Credit Union’s financial advisor and legal counsel, respectively, which was done on or about April 15, 2026.

On April 15, 2026, Cambridge’s in-house general counsel distributed an initial draft of the merger agreement to First Seacoast’s legal counsel. Between April 21, 2026 and May 1, 2026, multiple drafts of the merger agreement were exchanged and Cambridge’s general counsel and representatives of First Seacoast’s legal counsel participated in calls to discuss open issues, which included deal protections, termination fees, the conduct of First Seacoast’s business before closing, certain representations and warranties, among other matters. During this time period, Cambridge conducted further due diligence on First Seacoast. First Seacoast conducted reverse due diligence on Cambridge on April 22, 2026.

First Seacoast’s board of directors met on April 30, 2026, with representatives of KBW and legal counsel and senior management attending, to discuss the then current status of the merger agreement negotiations. Senior management reported that the reverse due diligence conducted on Cambridge generally confirmed their expectations as to Cambridge. KBW reviewed the pricing and other financial terms of the proposed merger agreement. Legal counsel reviewed the non-pricing terms and conditions of the proposed merger agreement, including, but not limited to, the transaction structure, the respective representations, warranties and covenants made by First Seacoast and Cambridge, the closing conditions, and the respective termination rights of First Seacoast and Cambridge. The board of directors reviewed all aspects of the merger process, including First Seacoast’s current financial position, performance and prospects; its decision to pursue a merger or acquisition transaction; the process used to identify potential merger partners and solicit merger proposals; prevailing economic, competitive and regulatory environments; First Seacoast’s due diligence investigation of Cambridge; the terms and conditions of the proposed merger agreement; the amount of the proposed merger consideration; and the impact of the proposed merger on First Seacoast’s stockholders and other constituencies. All questions posed by the directors were answered by senior management, representatives of KBW or representatives of legal counsel, as appropriate.

First Seacoast’s board of directors met on May 4, 2026, with representatives of KBW and legal counsel and senior management attending, to consider the approval of the merger agreement and the transactions contemplated by it. Before the meeting, senior management distributed to each director the proposed definitive merger agreement, and proposed definitive ancillary documents, and a financial presentation provided by KBW. Legal counsel reviewed the non-pricing terms and conditions of the proposed definitive merger agreement that varied from the terms set forth in the draft reviewed at the April 30^th meeting. The board of directors also reviewed again the various factors considered and discussed at the April 30^th meeting. All questions posed by the directors were answered by senior management, representatives of KBW or representatives of legal counsel, as appropriate. KBW reviewed the financial aspects of the proposed merger and rendered to the board of directors an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration to be received by the holders of First Seacoast common stock in the merger was fair, from a financial point of view, to such holders. After considering the proposed merger agreement, and ancillary documents, and the matters discussed at the meeting and at prior meetings of the board of directors, the board of directors voted unanimously to adopt and approve the proposed merger agreement, to recommend that First Seacoast’s stockholders vote to approve the proposed merger agreement, and to authorize Chief Executive Officer James R. Brannen to execute and deliver the merger agreement, and ancillary documents, on behalf of First Seacoast.

On May 4, 2026, after the close of trading on the Nasdaq Stock Market, First Seacoast and Cambridge executed the merger agreement. On May 5, 2026, before the opening of trading, First Seacoast and Cambridge issued a joint press release to announce the execution of the merger agreement.

Reasons for the Merger

First Seacoast’s board of directors, in consultation with First Seacoast’s senior management and its financial and legal advisors, reviewed and discussed the merger agreement and the transactions contemplated by it and the board of directors determined that the merger agreement and the transactions contemplated by it are

advisable and in the best interests of First Seacoast and its stockholders. In reaching its conclusion to approve the merger agreement and the transactions contemplated by it, the board of directors considered a number of factors. The board of directors considered the following material factors:

•

The board of directors’ understanding of the business, operations, financial condition, earnings, and prospects of First Seacoast;

•

Prevailing national and local economic conditions, and other factors, and the expected effect of these conditions on First Seacoast’s financial condition, earnings, and prospects;

•

The value of the merger consideration proposed by Cambridge compared to the value of the merger consideration proposed by other parties and the estimated potential future value of First Seacoast’s common stock if First Seacoast would continue to operate independently under its current business plan;

•

The competitive environment facing financial institutions generally and the competitive environment in First Seacoast’s geographic market area in particular, and the trend toward consolidation in the financial services industry;

•

Cambridge’s ability to pay the merger consideration and obtain regulatory approval for the merger, considering First Seacoast’s due diligence investigation of Cambridge;

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The scope and results of the solicitation process conducted by First Seacoast, with KBW’s assistance;

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The historical market prices and the then current market price for First Seacoast’s common stock;

•

The cash merger consideration, although taxable to a First Seacoast stockholder, offered certainty as to the value of the merger consideration;

•

The review by the board of directors, with the assistance of legal counsel, of the terms of the merger agreement, including the provisions that permit First Seacoast, under certain circumstances, to furnish information to and negotiate with third parties regarding a potential business combination transaction, subject, in certain circumstances, to paying Cambridge a $3.5 million cash termination fee;

•

The perceived favorable impact of the proposed merger on the employees, depositors, customers, and communities served by First Seacoast Bank, considering the complementary business cultures of First Seacoast and Cambridge;

•

The financial presentation of KBW, dated May 4, 2026, to First Seacoast’s board of directors and the opinion of KBW, dated May 4, 2026, to First Seacoast’s board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by the holders of FSEA common stock in the merger, as more fully described under “Opinion of First Seacoast’s Financial Advisor;” and

•

The merger offers a liquidity event for First Seacoast’s stockholders.

First Seacoast’s board of directors also considered potential risks and uncertainties associated with the transactions contemplated by the merger agreement, including:

•

The interests of First Seacoast’s executive officers and directors with respect to the transactions contemplated by the merger agreement apart from their interests as stockholders of First Seacoast as disclosed under “Interests of First Seacoast’s Directors and Executive Officers in the Merger,”

and the risk that these interests might influence their decision with respect to the transactions contemplated by the merger agreement;

•

The possible diversion of management attention and resources from other strategic opportunities and operational matters while working to implement the merger;

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The risk of losing key employees during the pendency of the merger;

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The potential effect of the merger on First Seacoast Bank’s business, including its relationships with customers, suppliers and other third parties;

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The risk that the merger agreement provisions relating to the payment by First Seacoast of a cash termination fee to Cambridge under specified circumstances, although required by Cambridge as a condition to entering into the merger agreement, could discourage other parties that may be interested in engaging in a business combination transaction with First Seacoast from proposing it;

•

The risk of legal challenges and litigation relating to the merger;

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The restrictions imposed by the merger agreement on the conduct of First Seacoast’s business before the completion of the merger, which could delay or prevent First Seacoast from undertaking certain business opportunities that may arise during that time;

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The need to obtain approval from First Seacoast’s stockholders and regulatory approvals to consummate the merger and the risk that such approvals will not be received or will not be timely received or that requisite regulatory approvals may impose burdensome or unacceptable conditions;

•

First Seacoast’s stockholders are not entitled to appraisal or dissenters’ rights in connection with the merger; and

•

The other risks described under the sections entitled “Cautionary Statement Concerning Forward-Looking Statements.”

The foregoing discussion of the information and factors considered by First Seacoast’s board of directors is not intended to be exhaustive but constitutes the material factors considered by the board of directors. In determining to approve the merger agreement and recommending that First Seacoast’s stockholders vote to approve the merger agreement, the board of directors did not assign any relative or specific weights to the foregoing factors, and individual directors may have weighed factors differently. The terms of the merger agreement were the product of arm’s length negotiations between the respective representatives of First Seacoast and Cambridge.

Recommendation of First Seacoast’s Board of Directors

First Seacoast’s board of directors evaluated the factors described above and reached consensus that the merger agreement and the transactions contemplated by it were advisable and in the best interests of First Seacoast and its stockholders. Accordingly, the board of directors unanimously approved the merger agreement and unanimously recommends that First Seacoast’s stockholders vote “FOR” approval of the Merger Agreement and transactions contemplated by it.

Opinion of First Seacoast’s Financial Advisor

FSEA engaged KBW to render financial advisory and investment banking services to FSEA, including an opinion to the FSEA board of directors as to the fairness, from a financial point of view, to the holders of FSEA common stock of the merger consideration to be received by such stockholders in the proposed merger. FSEA selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in

transactions similar to the proposed merger. As part of its investment banking business, KBW is continually engaged in the valuation of banking enterprises.

As part of its engagement, representatives of KBW attended the meeting of the FSEA board of directors held on May 4, 2026, at which the FSEA board of directors evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the FSEA board of directors an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration to be received by the holders of FSEA common stock in the merger was fair, from a financial point of view, to such holders. The FSEA board of directors approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Appendix B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the FSEA board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the merger consideration to be received by the holders of FSEA common stock in the merger. It did not address the underlying business decision to engage in the merger or enter into the merger agreement or constitute a recommendation to the FSEA board of directors in connection with the merger, and it does not constitute a recommendation to any holder of FSEA common stock as to how to vote or act in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such stockholder should enter into a voting, stockholders’, or affiliates’ or similar agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such stockholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of FSEA and bearing upon the merger, including among other things:

•

a draft of the merger agreement dated April 24, 2026 (the most recent draft then made available to KBW);

•

the audited financial statements and Annual Reports on Form 10-K for the three fiscal years ended December 31, 2025 of FSEA;

•

certain regulatory filings of FSEA and its subsidiaries, including, as applicable, the semi-annual reports on Form FR Y-9SP and call reports with respect to each quarter during the three-year period ended December 31, 2025;

•

certain other interim reports and other communications of FSEA to its stockholders; and

•

other financial information concerning the business and operations of FSEA that was furnished to KBW by FSEA or that KBW was otherwise directed to use for purposes of KBW’s analyses.

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

•

the historical and current financial position and results of operations of FSEA;

•

the assets and liabilities of FSEA;

•

the nature and terms of certain other merger transactions and business combinations in the banking industry;

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a comparison of certain financial and stock market information for FSEA with similar information for certain other companies the securities of which were publicly traded; and

•

financial and operating forecasts and projections of FSEA that were prepared by FSEA management, provided to and discussed with KBW by such management and used and relied upon by KBW at the direction of such management and with the consent of the FSEA board of directors.

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions that were held with the management of FSEA regarding the past and current business operations, regulatory relations, financial condition and future prospects of FSEA and such other matters as KBW deemed relevant to its inquiry. In addition, KBW considered the results of the efforts undertaken by FSEA, with KBW’s assistance, to solicit indications of interest from third parties regarding a potential transaction with FSEA.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to or discussed with KBW or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of FSEA as to the reasonableness and achievability of the financial and operating forecasts and projections of FSEA referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management.

It was understood that the forecasts and projections provided to KBW and used and relied upon by it were not prepared with the expectation of public disclosure and that such information was based on numerous variables and assumptions that are inherently uncertain and, accordingly, actual results could vary significantly from those set forth in such forecasts and projections. KBW relied on all of the foregoing financial information of FSEA that was provided to or discussed with KBW without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof. KBW assumed, based on discussions with FSEA management and with the consent of the FSEA board of directors, that the forecasts and projections of FSEA that were prepared and provided to it by FSEA management provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of FSEA since the date of the last financial statements that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for credit losses and KBW assumed, without independent verification and with FSEA’s consent, that the aggregate allowances for credit losses for FSEA are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of FSEA, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did KBW evaluate the solvency, financial capability or fair value of FSEA or Cambridge under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. KBW made note of the classification by FSEA of its loans and owned securities as either held to maturity or held for investment, on the one hand, or held for sale or available for sale, on the other hand, and also reviewed reported fair value marks-to-market and other reported valuation information, if any, relating to such loans or owned securities contained in the financial statements of FSEA, but KBW expressed no view as to any such matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed that, in all respects material to its analyses:

•

the merger and any related transactions would be completed substantially in accordance with the terms set forth in the merger agreement (the final terms of which KBW assumed would not differ in any respect material to KBW’s analyses from the draft reviewed by KBW referred to above) with no adjustments to the merger consideration and with no other payments in respect of FSEA common stock;

•

the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement were true and correct;

•

each party to the merger agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

•

there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the merger or any related transaction and that all conditions to the completion of the merger and any related transaction would be satisfied without any waivers or modifications to the merger agreement or any of the related documents; and

•

in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger and any related transaction, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the merger or the future results of operations or financial condition of FSEA.

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by FSEA that FSEA relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to FSEA, Cambridge, Merger Sub, the merger and any related transaction, and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, to the holders of FSEA common stock of the merger consideration to be received by such holders in the merger. KBW expressed no view or opinion as to any other terms or aspects of the Merger or any term or aspect of any related transactions (including the merger of First Seacoast Bank with and into Cambridge Savings Bank, the actions relating to the First Seacoast Bank Employee Stock Ownership Plan to be taken before or simultaneous with the Closing (as defined in the merger agreement) and the merger of FSEA as the surviving corporation in the Merger with and into another to-be-formed wholly owned subsidiary of Cambridge), including without limitation, the form or structure of the Merger or any such related transaction, any consequences of the Merger or any such related transaction to FSEA, its stockholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, retention, consulting, voting, support, settlement, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the Merger, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. There has been significant volatility in the stock and other financial markets arising from global tensions and political division, economic uncertainty, recently announced actual or threatened imposition of tariff increases, inflation, and prolonged higher interest rates. Developments after the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

•

the underlying business decision of FSEA to engage in the merger or enter into the merger agreement;

•

the relative merits of the merger as compared to any strategic alternatives that are, have been or may be available to or contemplated by FSEA or the FSEA board of directors;

•

the fairness of the amount or nature of the compensation to any of FSEA’s officers, directors or employees, or any class of such persons, relative to the compensation to the holders of FSEA common stock;

•

the effect of the merger or any related transaction on, or the fairness of any consideration to be received by, holders of any class of securities of FSEA (other than the holders of FSEA common stock (solely with respect to the merger consideration, as described in KBW’s opinion and not relative to any consideration to be received by holders of any other class of securities)) or any other party to any transaction contemplated by the merger agreement;

•

whether Cambridge has sufficient cash, available lines of credit or other sources of funds to enable the aggregate merger consideration to be paid to the holders of FSEA common stock at the closing of the merger;

•

any advice or opinions provided by any other advisor to any of the parties to the merger or any other transaction contemplated by the merger agreement; or

•

any legal, regulatory, accounting, tax or similar matters relating to FSEA or its stockholders, or relating to or arising out of or as a consequence of the merger or any related transactions.

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, FSEA and Cambridge. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the FSEA board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the FSEA board of directors with respect to the fairness of the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between FSEA and Cambridge, and the decision of FSEA to enter into the merger agreement was solely that of the FSEA board of directors.

The following is a summary of the material financial analyses presented by KBW to the FSEA board of directors in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the FSEA board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of FSEA to 11 major exchange-traded banks headquartered in the Northeast region of the United States (defined by S&P Capital IQ Pro as Connecticut,

Massachusetts, Maine, New Hampshire, Rhode Island, and Vermont) with total assets under $5.0 billion. Merger targets and mutual holding companies were excluded from the selected companies.

The selected companies were as follows (shown by column in descending order of total assets):


Northeast Bank		Western New England Bancorp, Inc.
Bar Harbor Bankshares		Union Bankshares, Inc.
Hingham Institution for Savings		ECB Bancorp, Inc.
Bankwell Financial Group, Inc.		Community Bancorp
The First Bancorp, Inc.		Patriot National Bancorp, Inc.
Avidia Bancorp, Inc.

To perform this analysis, KBW used profitability data and other financial information as of or for the most recent completed fiscal quarter (“MRQ”) or the latest 12 months (“LTM”) ended December 31, 2025 and market pricing data as of May 1, 2026. Where consolidated holding company level financial data was unreported for FSEA and one of the selected companies, subsidiary bank level data was utilized to calculate ratios. Certain financial data presented in the tables below may not correspond to the data presented in First Seacoast Bancorp’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of FSEA and the selected companies:


		Selected Companies
	First Seacoast Bancorp, Inc.	Average	Median	25th Percentile	75th Percentile

MRQ Core Return on Average Assets ⁽¹⁾	(0.05%)	0.93%	1.08%	0.73%	1.32%

MRQ Core Return on Average Tangible Common Equity ⁽¹⁾	(0.5%)	10.4%	12.4%	8.2%	16.0%

MRQ Net Interest Margin	2.45%	3.12%	3.00%	2.63%	3.61%

MRQ Fee Income / Revenue Ratio ⁽²⁾	10.1%	14.8%	14.4%	8.1%	19.4%

MRQ Efficiency Ratio	103.8%	62.0%	56.7%	66.0%	50.1%

(1)

Based on core income after taxes and before extraordinary items; excluded gain/(loss) on sale of securities, amortization of intangibles, and nonrecurring items as defined by S&P Capital IQ Pro.

(2)

Excluded gain/(loss) on sale of securities.

KBW’s analysis also showed the following concerning the financial condition of FSEA and the selected companies:


		Selected Companies
	First Seacoast Bancorp, Inc.	Average	Median	25th Percentile	75th Percentile
Tangible Common Equity / Tangible Assets	10.6%	9.1%	8.6%	8.2%	10.6%
Tier 1 Common Capital (CET 1) Ratio	14.6%	13.1%	12.8%	11.6%	13.7%
Total Capital Ratio	15.6%	15.2%	14.2%	13.7%	15.2%
Loans / Deposits	89.1%	102.1%	96.9%	91.4%	111.0%
Loan Loss Reserve / Loans	0.82%	0.98%	0.96%	0.84%	1.10%
Nonperforming Assets / Loans + OREO	0.11%	0.92%	0.76%	0.84%	0.46%
MRQ Net Charge-offs / Average Loans	0.00%	0.11%	0.01%	0.10%	0.00%

In addition, KBW’s analysis showed the following concerning the market performance of FSEA and, to the extent publicly available, the selected companies (excluding the impact of the LTM EPS multiples for two of the selected companies, which multiples were considered to be not meaningful because they were less than 0.0x):


		Selected Companies
	First Seacoast Bancorp, Inc.	Average	Median	25th Percentile	75th Percentile
One-Year Stock Price Change ⁽¹⁾	3.1%	25.9%	18.4%	12.9%	52.5%
One-Year Total Return ⁽¹⁾	3.1%	29.2%	24.2%	13.3%	55.3%
Year-To-Date Stock Price Change	(13.9%)	11.6%	11.6%	4.8%	17.1%
Price / Tangible Book Value Per Share	0.84x	1.45x	1.38x	1.26x	1.51x
Price / LTM EPS	NM ⁽³⁾	13.5x	12.1x	11.6x	15.0x
Dividend Yield ⁽²⁾	– ⁽⁴⁾	2.5%	2.0%	1.0%	3.7%
LTM Dividend Payout Ratio ⁽²⁾	– ⁽⁴⁾	32.8%	35.3%	16.0%	50.0%

(1)

Metric was not applicable for Avidia Bancorp, Inc. which completed its initial public offering in July 2025.

(2)

Two of the selected companies did not pay dividends.

(3)

FSEA’s Price / LTM EPS multiple was denoted as “NM” (Not Meaningful) because it was less than 0.0x.

(4)

FSEA did not pay dividends.

No company used in the above selected companies analysis is identical to FSEA. Accordingly, an analysis of these results is not mathematical. Rather, it involved complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Transactions Analysis #1 – Selected U.S. Bank Transactions. KBW reviewed publicly available information related to 18 selected U.S. bank transactions in the United States announced since June 30, 2024 with announced deal values less than $100 million and acquired company LTM return on average assets of less than 0.50%. Digital asset custody bank transactions and transactions with distressed nature were excluded from the selected transactions.

The selected transactions were as follows:


Acquiror		Acquired Company
Arrow Financial Corporation		Adirondack Bancorp, Inc.
FS Bancorp, Inc.		Pacific West Bancorp
ServBanc Holdco, Inc.		IF Bancorp, Inc.
Ballston Spa Bancorp, Inc.		NBC Bancorp, Inc.
ENB Financial Corp		Cecil Bancorp, Inc.
OnPath Federal Credit Union		Heritage Bank Of St. Tammany
Colony Bankcorp, Inc.		TC Bancshares, Inc.
Business First Bancshares, Inc.		Progressive Bancorp, Inc.
Norwood Financial Corp.		PB Bankshares, Inc.
Hometown Financial Group MHC		CFSB Bancorp, Inc.
Citizens & Northern Corporation		Susquehanna Community Financial, Inc.
OAKNORTH BANK PLC		Community Unity Bank
Bar Harbor Bankshares		Guaranty Bancorp, Inc.
Plumas Bancorp		Cornerstone Community Bancorp
Georgia Banking Company, Inc.		Primary Bancshares Corporation
Mifflinburg Bancorp, Inc.		Northumberland Bancorp
ESL Federal Credit Union		Generations Bank
Camden National Corporation		Northway Financial, Inc.

For each selected transaction, KBW derived the following implied transaction statistics to the extent publicly available, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the latest publicly available financial statements for the acquired company available before the announcement of the respective selected transaction (where consolidated holding company level financial data was unreported, subsidiary bank level data was utilized to calculate ratios):

•

Price per common share to tangible book value per share of the acquired company (in the case of any selected transaction involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by total tangible common equity);

•

Tangible equity premium to core deposits (total deposits less time deposits greater than $100,000) of the acquired company, referred to as core deposit premium; and

•

Price per common share to LTM EPS of the acquired company (in the case of any selected transaction involving a private acquired company, this transaction statistic was calculated as total transaction consideration to LTM earnings).

The above transaction statistics for the selected transactions were compared with the corresponding transaction multiples for the proposed merger based on the $17.25 per share merger consideration and using historical financial information for FSEA as of or for the 12-month period ended December 31, 2025.

The results of the analysis are set forth in the following table (excluding the impact of the LTM EPS multiples for seven of the selected transactions, which multiples were considered to be not meaningful because they were less than 0.0x or greater than 50.0x):


		Selected Transactions
	First Seacoast Bancorp, Inc.	25th Percentile	Median	Average	75th Percentile
Price / Tangible Book Value	1.28x	1.02x	1.25x	1.17x	1.37x
Core Deposit Premium	4.3%	0.4%	2.5%	4.7%	3.8%
Price / LTM EPS	NM ⁽¹⁾	17.2x	24.9x	24.5x	27.9x

(1)

FSEA’s Price / LTM EPS multiple was denoted as “NM” (Not Meaningful) because it was less than 0.0x.

No company or transaction used in the above selected transaction analysis is identical to FSEA or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involved complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Transactions Analysis #2 – Selected Regional Bank Transactions. KBW reviewed publicly available information related to eight selected bank transactions in the Northeast region of the United States announced since January 1, 2019 with announced deal values less than $100 million.

The selected transactions were as follows:


Acquiror		Acquired Company
Hometown Financial Group MHC		CFSB Bancorp, Inc.
Bar Harbor Bankshares		Guaranty Bancorp, Inc.
Camden National Corporation		Northway Financial, Inc.
Cambridge Bancorp		Northmark Bank
Beacon Bancorp		Freedom National Bank
Cambridge Financial Group, Inc.		Melrose Bancorp, Inc.
Bangor Bancorp, MHC		Damariscotta Bankshares Inc.
Liberty Bank		SBT Bancorp, Inc.

•

Tangible equity premium to core deposits (total deposits less time deposits greater than $100,000) of the acquired company, referred to as core deposit premium; and

•

The results of the analysis are set forth in the following table (excluding the impact of the LTM EPS multiples for two of the selected transactions, which multiples were considered to be not meaningful because they were less than 0.0x or greater than 50.0x):


		Selected Transactions
	First Seacoast Bancorp, Inc.	25th Percentile	Median	Average	75th Percentile
Price / Tangible Book Value	1.28x	1.25x	1.40x	1.50x	1.68x
Core Deposit Premium	4.3%	3.1%	9.4%	7.2%	10.1%
Price / LTM EPS	NM ⁽¹⁾	17.2x	17.6x	23.1x	25.4x

(1)

FSEA’s Price / LTM EPS multiple was denoted as “NM” (Not Meaningful) because it was less than 0.0x.

Dividend Discount Model Analysis. KBW performed a dividend discount model analysis to estimate a range for the implied equity value of FSEA. In this analysis, KBW used financial forecasts and projections relating to the earnings and assets of FSEA provided by FSEA management, and assumed discount rates ranging from 13.0% to 16.0%. The range of values was determined by adding (i) the present value of the implied future excess capital available for dividends that FSEA could generate over the period from December 31, 2025 through December 31, 2030 as a standalone company and (ii) the present value of FSEA’s implied terminal values at the end of such period. KBW assumed that FSEA would maintain a tangible common equity / tangible asset ratio of 9.00% and would retain sufficient earnings to maintain that level. In calculating implied terminal values for FSEA, KBW applied a range of 1.20x to 1.60x to FSEA’s estimated December 31, 2030 tangible common equity. This dividend discount model analysis resulted in a range of implied per share equity values of FSEA of approximately $8.47 to $11.92, as compared to the $17.25 per share merger consideration.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The analysis did not purport to be indicative of the actual values or expected values of FSEA.

Miscellaneous. KBW acted as financial advisor to FSEA and not as an advisor to or agent of any other person. As part of KBW’s investment banking business, KBW is continually engaged in the valuation of banking company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer businesses, may from time to time purchase securities from, and sell securities to, FSEA and Cambridge and their respective affiliates. In addition, as market makers in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of FSEA.

Pursuant to the KBW engagement agreement, FSEA has agreed to pay KBW a cash fee equal to 1.50% of the aggregate merger consideration which is contingent upon the consummation of the merger. In addition, FSEA agreed to pay a cash fee of $150,000 which became payable with the rendering of KBW’s opinion. FSEA also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its engagement and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. Other than the present engagement, during the two years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to FSEA. During the two years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to Cambridge. KBW may in the future provide investment banking and financial advisory services to FSEA or Cambridge and receive compensation for such services.

Interests of Directors and Officers in the Merger that are Different from Your Interests

As described below, some of First Seacoast’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of First Seacoast stockholders generally. First Seacoast’s board of directors was aware of these interests and considered them in approving the Merger Agreement.

Restricted Stock Awards. Each outstanding share of restricted stock, including those held by the directors and named executive officers of First Seacoast and/or First Seacoast Bank, will automatically vest in full and all restrictions on those shares of restricted stock will lapse, before the effective time of the Merger. Each share of restricted stock that vests will be converted into the right to receive the same merger consideration as other holders of First Seacoast common stock pursuant to the terms of the Merger Agreement. The following table sets forth the number of unvested shares of restricted stock held by each director and each named executive officer of First Seacoast as of May 4, 2026, the date on which the Merger Agreement was executed, that would vest as a result of the Merger. The value of the shares of restricted stock equals $17.25 per share, multiplied by the number of shares subject to each restricted stock award.


Name	Number of Unvested Shares of Restricted Stock	Aggregate Value of Unvested Shares of Restricted Stock ($)
Michael J. Bolduc	2,800	48,300
Mark P. Boulanger	2,800	48,300
James R. Brannen	10,733	185,144
James Jalbert	2,800	48,300
Thomas J. Jean	2,800	48,300
Erica A. Johnson	2,800	48,300
Janet Sylvester	2,800	48,300
Paula J. Williamson-Reid	2,800	48,300
Richard M. Donovan	10,000	172,500
Timothy F. Dargan	6,667	115,006

Stock Options. Each outstanding option to purchase First Seacoast common stock, including those held by the directors and named executive officers of First Seacoast and/or First Seacoast Bank, will automatically vest and become fully exercisable before the effective time of the Merger. In connection with the Merger, all unexercised options, both vested and unvested, to purchase First Seacoast common stock will be cancelled in exchange for a cash payment. Set forth below is the number of outstanding and unexercised First Seacoast options held by each director and named executive officer of First Seacoast as of May 4, 2026, the date on which the merger agreement was executed, and the cash-out value of the stock options based on a share price of $17.25 less the average weighted exercise price of the options:


Name	Number of Unexercised Stock Options	Average Weighted Exercise Price ($)	Aggregate Stock Option Value ($)
Michael J. Bolduc	19,593	8.70	167,520
Mark P. Boulanger	19,593	8.70	167,520
James R. Brannen	47,901	8.66	411,470
James Jalbert	19,593	8.70	167,520
Thomas J. Jean	19,593	8.70	167,520
Erica A. Johnson	19,593	8.70	167,520
Janet Sylvester	19,593	8.70	167,520
Paula J. Williamson-Reid	19,593	8.70	167,520
Richard M. Donovan	43,000	8.72	366,790
Timothy F. Dargan	40,500	8.68	347,085

Employment Agreements. First Seacoast Bank has entered into employment agreements with each of James R. Brannen, Chief Executive Officer of First Seacoast and First Seacoast Bank, Richard M. Donovan, President and Chief Financial Officer of First Seacoast and First Seacoast Bank, and Timothy F. Dargan, Executive Vice President and Senior Commercial Lending Officer of Firs Seacoast Bank. If there is a change in control of First Seacoast or First Seacoast Bank, followed by an executive’s involuntary termination other than for cause or upon the executive’s resignation for one of the reasons specified in the employment agreement, the executive would become entitled to a lump sum cash severance payment equal to three times in the case of Messrs. Brannen and Donovan and two times in the case of Mr. Dargan, the executive’s “base amount,” as that term is defined for purposes of Code Section 280G (i.e., the average annual taxable income paid to him for the five taxable years preceding the taxable year in which the change in control occurs). In addition, the executive would become entitled, at no expense to him, to the continuation of non-taxable medical and dental coverage and life insurance for 36 months in the case of Messrs. Brannen and Donovan and 24 months in the case of Mr. Dargan, following his termination of employment, or if the coverage is not permitted by applicable law or if providing the benefits is not otherwise possible or would subject First Seacoast Bank to penalties, the executive will receive a cash lump sum payment equal to the value of the health, dental and life benefits.

Settlement and Restrictive Covenant Agreements. In connection with the merger, Messrs. Brannen, Donovan and Dargan each entered into a Settlement and Restrictive Covenant Agreement (the “Settlement Agreements”) with First Seacoast and First Seacoast Bank, which become effective as of the effective date of the merger. Pursuant to the Settlement Agreements, in exchange for the termination of the employment agreements and with further consideration for their promises to adhere to certain post-termination covenants, Messrs. Brannen, Donovan and Dargan will receive the payments otherwise due under the severance provisions of their existing employment agreements in connection with a change in control of $1,086,957, $747,912 and $480,510, respectively. The payments will be made in a lump sum immediately before the effective date of the merger (and each of their employment agreements will terminate on the effective date of the merger). The payments are subject to the executive’s timely execution and non-revocation of a release of claims.

The post-employment covenants contained in the Settlement Agreements include promises by Messrs. Brannen, Donovan and Dargan not to solicit employees and customers of First Seacoast Bank for a period of one year following the date of their termination of employment and by Messrs. Brannen and Donovan not to compete with First Seacoast Bank. This non-compete covenant remains in effect for one year from the executive’s date of termination of employment in the case of Mr. Brannen and six months from the executive’s date of termination of employment in the case of Mr. Donovan. The Settlement Agreements also contain certain confidentiality and non-disparagement provisions.

Employee Stock Ownership Plan. The ESOP is a tax-qualified plan that covers substantially all of the employees of First Seacoast Bank who have met certain eligibility requirements. The ESOP received a loan from First Seacoast, the proceeds of which were used to acquire shares of First Seacoast common stock for the benefit of plan participants. The ESOP has pledged the shares acquired with the loan proceeds as collateral for the loan and holds them in a suspense account, releasing them to participants’ accounts as the loan is repaid, with contributions received from First Seacoast Bank. Before the effective time of the merger, the ESOP will be terminated. The ESOP trustee will repay any outstanding ESOP debt in full by using any cash remaining in the suspense account and then, if and as necessary, to remit a sufficient number of shares of First Seacoast common stock back to First Seacoast to repay any remaining ESOP debt in full, with each remitted share to be valued at $17.25. At the effective time of the

Merger, any remaining shares of First Seacoast common stock held by the ESOP that are unallocated will receive the merger consideration and will be allocated among the accounts of the ESOP participants according to the terms of the ESOP.

As a result of the foregoing, First Seacoast Bank’s named executive officers and other active employee participants in the ESOP would receive a benefit in connection with the ESOP’s termination to the extent the stock price of First Seacoast’s common stock (at the merger price of $17.25 per share) multiplied by the number of shares held in the suspense account exceeds the outstanding balance of the loan used to acquire those shares.

Salary Continuation Agreement. First Seacoast Bank is a party to a salary continuation agreement with Mr. Brannen. Under the agreement, if Mr. Brannen separates from service other than at or following a change in control, he will receive a fixed annual benefit of $64,817, which equals the accrued benefit determined under the agreement as of January 1, 2025. The benefit payments will begin on the first day of the second month following his separation from service and will be paid monthly for a period of 120 months. Following a change in control of First Seacoast or First Seacoast Bank, Mr. Brannen will receive an annual benefit of $132,209. The benefit will be paid to him at the same time and in the same form the benefit would have otherwise been paid under the agreement upon his separation from service, provided, however, that if he separates from service within two years of a change in control, the present value of the benefit will be paid to him in a lump sum on the first day of the second month following his separation from service. Under the Salary Continuation Agreement, the Merger will constitute a change in control.

Supplemental Director Retirement Agreements. First Seacoast Bank has entered into Supplemental Director Retirement Agreements with each of its non-employee directors. Under the agreements, a director who remains in service on the board of directors until the normal retirement age specified in the agreement (age 70) will be entitled to receive an annual retirement benefit of equal to $20,000. The payments will be made to the director upon his or her separation from service in annual installments for ten years. If a director separates from service before age 70, he or she is entitled to the vested percentage of his or her accrued liability balance under the agreement, paid in annual installments over 10 years. Directors vest under their agreements over a 10-year period (0% during the first 6 years, 25% after 7 years, 50% after 8 years, 75% after 9 years and 100% after 10 years). Upon a change in control, directors receive the present value of a stream of $20,000 payments for 10 years in lieu of the retirement benefit . The Merger will constitute a change in control under the Supplemental Director Retirement Agreements.

Director Deferred Fee Plan. First Seacoast Bank maintains a deferred directors fee plan, pursuant to which non-employee directors may elect to defer a portion of their director’s fees each year. The Bank credits the deferred amounts with earnings at a rate equivalent to the yield for the 7-year Treasury Bill Rate (compounded monthly). Directors become eligible to receive their deferred fees and earnings on a separation from service or a specified date and payable in a lump sum or installments over a 5- or 10-year period, as elected by each director. If elected by a director, benefits will be paid in a lump sum if the director separates from service within two years of a change in control. Benefits are also payable upon a director’s death. The Merger will constitute a change in control under the Director Deferred Fee Plan and the benefits will be paid to each participant according to his or her prior election.

Regulatory Approvals Needed to Complete the Merger

In addition to the approval of the Merger Agreement by First Seacoast’s stockholders, completion of the Merger and the transactions contemplated by the Merger Agreement are subject to the prior approval, or waiver, of the FRB, the FDIC, the Massachusetts Division of Banks and the New Hampshire Banking Department. Cambridge has filed a merger application waiver request with the FRB. Cambridge Savings Bank has filed merger applications with the FDIC, the Massachusetts Divisions of Banks and the New Hampshire Banking Department. Action on all these filings is pending as of the date of this proxy statement.

The Merger cannot proceed in the absence of the requisite regulatory approvals or waivers. See “The Merger Agreement – Conditions to Completing the Merger” and “The Merger Agreement – Other Provisions of the Merger Agreement – Terminating the Merger Agreement.” There can be no assurance as to if and when the requisite regulatory approvals and waivers will be obtained. There can also be no assurance that any regulatory

approvals will not contain a condition or requirement that causes the approvals to fail to satisfy the conditions set forth in the Merger Agreement and described under “The Merger Agreement – Conditions to Completing the Merger.”

The approval of any application merely implies the satisfaction of regulatory criteria for approval, which does not include review of the Merger from the standpoint of the adequacy of the consideration to be received by First Seacoast’s stockholders. Furthermore, regulatory approvals do not constitute an endorsement or recommendation of the Merger.

THE MERGER AGREEMENT

The following summary of the material terms of the Merger Agreement may not contain all of the information about the Merger Agreement that is important to you. Carefully read the entire Merger Agreement, which is attached as Appendix A to this proxy statement, because it is the legal document that governs the Merger.

Except for the status of the Merger Agreement as a contractual document that establishes and governs the legal relations of the parties to it with respect to the Merger and the other transactions contemplated by the Merger Agreement, the text of the Merger Agreement is not intended to be a source of factual, business or operational information about the parties to the Merger Agreement. The representations, warranties and covenants made by the parties in the Merger Agreement are qualified and limited, including by information in the disclosure schedules referenced in the Merger Agreement that were delivered in connection with the execution of the Merger Agreement. Representations and warranties may be used as a tool to allocate risks between the parties to the Merger Agreement, including where the parties do not have complete knowledge of all facts, instead of establishing such matters as facts. Furthermore, the representations and warranties may be subject to different standards of materiality applicable to the contracting parties, which may differ from what may be viewed as material by First Seacoast stockholders. These representations and warranties may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. Accordingly, the representations and warranties should not be relied upon as statements of factual information. First Seacoast stockholders are not third-party beneficiaries under the Merger Agreement and, therefore, may not directly enforce or rely on its terms and conditions and should not rely on the representations, warranties and covenants or any descriptions of them as characterizations of the actual state of facts or condition of First Seacoast.

Structure of the Merger

The Merger Agreement provides that (1) CFG Merger Sub I will merge with and into First Seacoast, with First Seacoast as the surviving corporation, (2) simultaneously with, or immediately after, such merger, First Seacoast Bank will merge with and into Cambridge Savings Bank, with Cambridge Savings Bank as the surviving institution, (3) following the completion of the foregoing mergers, First Seacoast will merge with and into CFG Merger Sub II, with CFG Merger Sub II as the surviving corporation, and (4) CFG Merger Sub II will merge with and into Cambridge or Cambridge Savings Bank, as determined by Cambridge in its sole discretion, with Cambridge or Cambridge Savings Bank, as applicable, as the surviving entity.

Closing of the Merger

The closing of the Merger will occur on a date specified by Cambridge and First Seacoast, which shall be no later than five business days after the satisfaction or waiver of all the closing conditions in Article VI of the Merger Agreement.

First Seacoast and Cambridge currently expect to complete the Merger by the end of the third quarter in 2026. However, neither First Seacoast nor Cambridge can guarantee when or if the required regulatory approvals will be obtained. See “The Merger – Regulatory Approvals Needed to Complete the Merger.”

Conditions to Completing the Merger

The respective obligations of First Seacoast and Cambridge to complete the Merger are subject to the satisfaction the following conditions specified in the Merger Agreement, which may not be waived by either party:

•

Receipt of First Seacoast stockholder approval;

•

Receipt of requisite regulatory approvals or waiver;

•

No injunctions or orders prohibiting or restraining the Merger; and

•

Receipt of third-party consents under contracts to which First Seacoast is a party, except for those consents for which the failure to obtain would not have a material adverse effect (as defined in the Merger Agreement) on First Seacoast or Cambridge.

In addition, unless waived by First Seacoast, First Seacoast’s obligations to close the Merger are subject to the following conditions:

•

Cambridge’s representations and warranties must be true and correct, subject to the applicable materiality standard. First Seacoast must receive a certificate, dated as of the closing date, signed on behalf of Cambridge by its chief executive officer and its chief financial officer to the foregoing effect;

•

Cambridge must have performed, in all material respects, all obligations it is required to perform under the Merger Agreement at or before closing. First Seacoast must receive a certificate, dated as of the closing date, signed on behalf of Cambridge by its chief executive officer and its chief financial officer to the foregoing effect; and

•

The deposit of the aggregate cash merger consideration by Cambridge or Cambridge Savings Bank with the Paying Agent on the business day before the closing date.

In addition, unless waived by Cambridge, Cambridge’s obligations to close the Merger are subject to the following conditions:

•

First Seacoast’s representations and warranties must be true and correct, subject to the applicable materiality standard. Cambridge must receive a certificate, dated as of the closing date, signed on behalf of First Seacoast by its chief executive officer and its chief financial officer to the foregoing effect;

•

First Seacoast must have performed, in all material respects, all obligations it is required to perform under the Merger Agreement at or before closing. Cambridge must receive a certificate, dated as of the closing date, signed on behalf of First Seacoast by its chief executive officer and its chief financial officer to the foregoing effect;

•

Since the date of the Merger Agreement, there shall have not occurred any material adverse effect with respect to First Seacoast; and

•

No regulatory approval or waiver shall contain any burdensome condition as further described in the Merger Agreement.

Under the Merger Agreement, a “material adverse effect” means, with respect to First Seacoast or Cambridge, an effect, circumstance, occurrence or change that (i) is material and adverse to the business, financial condition, results of operations or prospects of First Seacoast or Cambridge, as the context may dictate, and its subsidiaries, taken as a whole, or (ii) materially prevents, impairs or threatens the ability of either Cambridge or First Seacoast, as the context may dictate, to perform its obligations under the Merger Agreement or consummate the

transactions contemplated by the Merger Agreement in a timely manner; provided, however, that any such effect, circumstance, occurrence or change resulting from any (i) changes, after the date of the Merger Agreement, in laws, rules or regulations or United States generally accepted accounting principles (“GAAP”) or regulatory accounting requirements or interpretations thereof that apply to financial and/or depository institutions and/or their holding companies generally, (ii) changes, after the date of the Merger Agreement, in economic conditions affecting financial institutions generally, including but not limited to, changes in the general level of market interest rates, (iii) actions and omissions of Cambridge or First Seacoast taken or omitted to be taken with the prior written consent of the other, (iv) direct effects of compliance with the Merger Agreement on the operating performance of the parties, including expenses incurred by the parties in consummating the transactions contemplated by the Merger Agreement, (v) changes in national or international political or social conditions including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon or within the United States, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, or (vi) litigation or claims with respect to the transactions contemplated by the Merger Agreement, shall not be considered in determining if a material adverse effect has occurred except, with respect to clauses (i), (ii) and (v), to the extent that the effects of such change disproportionately affect such party and its subsidiaries as compared to comparable U.S. banking organizations.

Details of the conditions to the Merger can be found in Article VI of the Merger Agreement. Neither First Seacoast nor Cambridge can guarantee that all of the conditions to completing the Merger will be satisfied or waived.

Other Provisions of the Merger Agreement

Although the completion of the Merger requires the approval of First Seacoast’s stockholders, many provisions of the Merger Agreement became effective immediately upon its signing. Your vote was not required to make these provisions binding obligations of First Seacoast.

Representations and Warranties. The representations and warranties described below and included in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, are solely for the benefit of Cambridge and First Seacoast, may be subject to limitations, qualifications or exceptions agreed upon by the parties, including those included in disclosure schedules made for the purposes of, among other things, allocating contractual risk between Cambridge and First Seacoast rather than establishing matters as facts, and may be subject to standards of materiality that differ from those standards relevant to investors. You should not rely on the representations, warranties, covenants or any description thereof as characterizations of the actual state of facts or condition of Cambridge, First Seacoast or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Cambridge to First Seacoast. The representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this proxy statement.

The Merger Agreement contains customary representations and warranties of Cambridge and First Seacoast relating to their respective businesses. The representations and warranties in the Merger Agreement do not survive the effective time of the Merger.

As detailed in Article III of the Merger Agreement, the representations and warranties made by First Seacoast to Cambridge relate to several matters, including the following:

•

organization and qualification of First Seacoast and First Seacoast Bank;

•

capitalization;

•

authority relative to the execution and delivery of the Merger Agreement, and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the Merger;

•

the filing of reports with the Securities and Exchange Commission and bank regulatory authorities;

•

financial statements;

•

absence of events or occurrences that have had or is reasonably expected to have a material adverse effect of First Seacoast;

•

absence of litigation;

•

absence of regulatory actions;

•

compliance with applicable laws;

•

taxes;

•

agreements and contracts to which First Seacoast is a party;

•

intellectual property;

•

labor matters;

•

employee benefit plans;

•

properties;

•

compliance with environmental laws;

•

lending matters;

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inapplicability of anti-takeover provisions;

•

material interests of former and current officers and directors of First Seacoast

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insurance;

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absence of fiduciary activities and investment management activities;

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repurchase agreements, investment securities, and derivative instruments;

•

indemnification;

•

corporate documents and records;

•

compliance with Community Reinvestment Act and anti-money laundering laws and regulations;

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internal controls;

•

allowance for credit losses and other reserves;

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information security;

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transactions with affiliates;

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transaction expenses; and

•

unlawful or questionable payments.

As also detailed in Article III of the Merger Agreement, the representations and warranties made by Cambridge to First Seacoast relate to several matters, including the following:

•

organization and qualification of Cambridge and Cambridge Savings Bank;

•

authority relative to the execution and delivery of the Merger Agreement, and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the Merger;

•

financial statements;

•

absence of litigation;

•

compliance with laws;

•

availability of corporate documents and records;

•

availability of funds to pay the aggregate cash merger consideration; and

•

employee benefit matters.

Because the Merger is an all-cash transaction, the representations and warranties of Cambridge, as the buyer, are not as broad in scope as the representations and warranties of First Seacoast, as the seller.

Cooperation and Conduct of Business. Under the Merger Agreement, First Seacoast has agreed that, other than as expressly contemplated or permitted by the Merger Agreement or required by law, regulation or any governmental entity during the period from the date of the Merger Agreement to the effective time of the Merger, First Seacoast will not, nor will it permit any of its subsidiaries to, without the prior written consent of Cambridge:

•

conduct its business other than in the ordinary course consistent with past practice; fail to use reasonable best efforts to maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees; or take any action that would adversely affect or delay its ability to perform its obligations under the Merger Agreement or to consummate the transactions as contemplated thereby;

•

except for (A) the creation of deposit liabilities in the ordinary course of business and (B) advances from the Federal Home Loan Bank of Boston that do not exceed $10.0 million (per each advance) and do not have a maturity of later than December 31, 2029, and in either case in consultation with Cambridge Savings Bank, (i) incur, modify, extend or renegotiate any indebtedness for borrowed money, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person; (ii) take any action to incur any prepayment penalty in the course of prepaying any indebtedness or other similar arrangements; or (iii) accept, renew or rollover any brokered certificates of deposit, except for certificates of deposit associated with the CDARS^® program that are exempt from regulatory reporting requirements;

•

(i) adjust, split, combine or reclassify any of First Seacoast’s capital stock; (ii) make, declare, pay or set a record date for any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except the acceptance of shares of First Seacoast common stock as payment for the exercise price of First Seacoast stock options or for withholding taxes incurred in connection with the exercise of First Seacoast stock options or the vesting or settlement of First Seacoast restricted stock awards, in each case according to past practice and the terms of the applicable award agreements); (iii) grant any equity awards or any other stock options, stock appreciation rights, performance shares, restricted stock units, restricted shares or other equity-based awards or interests, or grant any individual, corporation or other entity any right to acquire any shares of its capital stock; (iv) issue any additional shares of capital stock or any securities or obligations convertible or exercisable for any shares of its capital stock, except pursuant to the exercise of First Seacoast stock options outstanding on the date of the Merger Agreement; or (v) accelerate the vesting of, or otherwise deviate from the terms provided in the applicable award agreement with respect to the vesting, payment, settlement or exercisability of, any First Seacoast equity awards;

•

except in the ordinary course of business consistent with past practice or pursuant to contracts or agreements in force at the date of the Merger Agreement and that are described in First Seacoast’s Disclosure Letter (including the sale, transfer and disposal of other real estate owned), (i) sell, transfer, mortgage, encumber or otherwise dispose of any of its real property or other assets to any person other than a Subsidiary, or (ii) cancel, release or assign any indebtedness to any such person or any claims held by any such person;

•

make any equity investment (other than mandatory purchases of Federal Home Loan Bank stock), either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other person, or form any new subsidiary;

•

enter into, renew, amend or terminate any contract or agreement, or make any change in any of its existing leases or contracts, other than with respect to those involving aggregate payments of less than, or the provision of goods or services with a market value of less than, $25,000 per annum and other than contracts or agreements covered by Section 4.1(g) of the Merger Agreement, and, provided further, that the renewal of any contract or agreement beyond September 30, 2026, regardless of the payment amount involved, shall require prior consultation with Cambridge Savings Bank;

•

make, renegotiate, renew, increase the amount of, extend the term of, modify or purchase any loan, or make any commitment in respect of any of the foregoing, except (i) in conformity with existing lending practices in amounts not to exceed $100,000 if such loan is unsecured or $5,000,000 if such loan is secured according to First Seacoast Bank’s applicable lending and credit policies or (ii) loans as to which First Seacoast has a binding obligation to make as of the date of the Merger Agreement and that are described in First Seacoast’s Disclosure Letter; provided, however, that neither First Seacoast nor any of its subsidiaries shall make, renegotiate, renew, increase the amount of, extend the term of, modify or purchase any loan, or make any commitment in respect of any of the foregoing, to any person if when aggregated with all outstanding loans and commitments for Loans made to such person and such person’s family members, affiliates or related interests, the Loans would exceed $8,000,000;

•

make or increase any loan, or commit to make or increase any such loan or extension of credit, to any director or executive officer of First Seacoast or First Seacoast Bank, or any entity controlled, directly or indirectly, by any of the foregoing, except according to lines of credit in effect on the date of the Merger Agreement;

•

compromise, resolve, or otherwise “workout” any delinquent or troubled loan, other than any loan workout in the ordinary course of business, consistent with First Seacoast Bank’s current policies and procedures and in consultation with Cambridge Savings Bank;

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except pursuant to any agreements or arrangement in effect on the date of the Merger Agreement and set forth in First Seacoast’s Disclosure Letter, purchase, acquire, sell, transfer or lease any property or assets, assume or assign any liabilities or otherwise purchase, sell or establish any business enterprise, or enter into any agreement or arrangement for any such transaction, with any director or executive officer of First Seacoast or First Seacoast Bank or with any immediate family members, affiliates or associates of any such directors or executive officers or with any related interests of any such directors, executive officers, immediate family members, affiliates or associates;

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(i) increase or otherwise change in any manner the compensation, bonuses or other fringe benefits of any of its employees or directors other than in the ordinary course of business consistent with past practice and current accrual practices pursuant to policies currently in effect, provided that First Seacoast may pay (x) annual performance bonuses in the ordinary course of business consistent with past practice and current accrual practices pursuant to policies currently in effect on a prorated basis for any partial year and/or in full for any completed year before the effective time of the Merger to the extent such bonuses have been accrued for and (y) all vacation, sick leave, personal leave and other earned time off to the extent accrued consistent with past practice and pursuant to policies currently in effect and that remain unused immediately before the effective time of the Merger, all of which shall be set forth and specifically quantified in First Seacoast’s Disclosure Letter; (ii) become a party to, amend or commit itself to any pension, retirement, profit-sharing or welfare benefit plan or agreement or any employment, change in control or severance agreement, including any commitment to provide retiree medical benefits or establish or fund any rabbi trust or similar arrangement, with or for the benefit of any employee or director, except for amendments to any existing plan or agreement that are required by Law; (iii) elect or appoint to any executive office any person who is not a member of its executive officer team as of the date of the Merger Agreement or elect or appoint to its board of directors any person who is not a member of its board of directors as of the date of the Merger Agreement; (iv) hire any new employees or promote any existing employees, other than to fill vacancies that may arise in the ordinary course of business and at levels of compensation that do not exceed the levels previously applicable to any such vacant positions, and in any case only after prior consultation with Cambridge Savings Bank; or (v) become a party to, establish, adopt, amend or commence participation in, or any discussions regarding, any collective bargaining agreement or other agreement with a labor union, works council or similar organization;

•

commence any action or proceeding, other than to enforce any obligation owed to First Seacoast or any of its subsidiaries and according to past practice, or settle any claim, action or proceeding (i) involving payment by it of money damages in excess of $25,000 or (ii) which would impose any material restriction on its operations or the operations of any of its subsidiaries;

•

amend its articles of incorporation or bylaws, or similar governing documents;

•

increase or decrease the rate of interest paid on time deposits or on certificates of deposit, except in the ordinary course of business and in consultation with Cambridge Savings Bank;

•

other than U.S. government and U.S. government agency securities with final maturities of no more than one year, purchase any debt security, including mortgage-backed and mortgage-related securities;

•

make any capital expenditures other than pursuant to binding commitments existing on the date of the Merger Agreement, which are described in First Seacoast’s Disclosure Letter, and any expenditures necessary in the ordinary course of business to maintain existing assets in good

repair, and with respect to all such expenditures only in amounts not to exceed $25,000 individually or $100,000 in the aggregate;

•

establish or commit to the establishment of, or file any application or notice with respect to the establishment of, any new branch or other office facility or automated teller machine or file any application or notice to relocate or terminate the operation of any branch or other office facility or automated teller machine or otherwise enter into or commit to enter into any new line of business or terminate or commit to terminate any existing line of business;

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enter into any futures contract, option, interest rate cap, interest rate floor, interest rate exchange agreement, or take any other action for purposes of hedging the exposure of its interest-earning assets or interest-bearing liabilities to changes in market rates of interest;

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make any changes in policies in existence on the date of the Merger Agreement with regard to any of the following: the extension of credit, or the establishment of reserves with respect to possible loss thereon or the charge off of losses incurred thereon, investments, asset/liability management, or other material banking policies, except as may be required by changes in applicable law or regulations, GAAP, or pursuant to the direction of a governmental entity;

•

except as required by law or for communications in the ordinary course of business consistent with past practice that do not relate to either of the transactions contemplated by the Merger Agreement, (i) issue any communication of a general nature to employees (including general communications relating to benefits and compensation) without prior consultation with Cambridge Savings Bank, (ii) issue any communication to employees relating to employment after the closing of the Merger, benefit or compensation information, or (iii) issue any communication of a general nature to customers without prior consultation with Cambridge Savings Bank;

•

foreclose upon or take a deed or title to any commercial real estate (i) without first consulting with Cambridge Savings Bank and conducting a Phase I environmental assessment of the property, or (ii) if the Phase I environmental assessment referred to in the prior clause reflects the presence of any hazardous material or underground storage tank;

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make, change or rescind any material election concerning taxes or tax returns, file any amended tax return, enter into any closing agreement with respect to taxes, settle or compromise any material tax claim or assessment, or surrender any right to claim a refund of taxes or obtain any tax ruling;

•

take or fail to take any action that is intended or expected to result in any of its representations and warranties set forth in the Merger Agreement being or becoming untrue in any material respect at any time before the effective time of the Merger or in any of the conditions to the Merger set forth in Article VI of the Merger Agreement not being satisfied, or in a violation of any provision of the Merger Agreement;

•

implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or regulatory guidelines; or

•

agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by the foregoing.

Under the Merger Agreement, Cambridge has agreed that, other than as expressly contemplated or permitted by the Merger Agreement or required by law, regulation or any governmental entity during the period from the date of the Merger Agreement to the effective time of the Merger, Cambridge will not, nor will it permit any of its subsidiaries to, without the prior written consent of First Seacoast:

•

take any action that would materially adversely affect or delay its ability to perform its obligations under the Merger Agreement or to consummate the transactions as contemplated thereby, or take any action that would materially reduce its liquidity or reduce its capital to an amount that would make it less than “well capitalized” either before, as of or immediately after the consummation of the transactions contemplated by the Merger Agreement;

•

take or fail to take any action that is intended to or expected to result in any of its representations and warranties set forth in the Merger Agreement being or becoming untrue in any material respect at any time before the effective time of the Merger, or in any of the conditions to the Merger set forth in Article VI of the Merger Agreement not being satisfied, or in a violation of any provision of the Meger Agreement; or

•

agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by the foregoing.

Agreement Not to Solicit Other Proposals. Between the signing of the Merger Agreement and the completion of the Merger or the termination of the Merger Agreement, First Seacoast and its officers, directors, employees and representatives must not (i) solicit, initiate, induce or encourage any acquisition proposals, (ii) furnish any information to any third party in connection with or in response to an acquisition proposal, (iii) continue any discussions with any third party regarding an acquisition proposal, (iv) approve, endorse or recommend any acquisition proposal or (v) enter into any agreement with respect to an acquisition proposal or requiring First Seacoast to abandon or terminate the Merger Agreement and the Merger.

Notwithstanding the foregoing, before the receipt of First Seacoast stockholders’ approval of the Merger Agreement and the Merger, First Seacoast may furnish non-public information regarding First Seacoast to, or enter into discussions with, a third party regarding an acquisition proposal if (i) the acquisition proposal constitutes or is reasonably expected to result in a superior proposal (as defined in the Merger Agreement), (ii) First Seacoast has not solicited, initiated, induced or encouraged the acquisition proposal, (iii) First Seacoast’s board of directors determines in good faith (after consultation with outside legal counsel) that the failure to furnish non-public information regarding First Seacoast to, or enter into discussions with, the third party regarding the acquisition proposal would be reasonably likely to result in a violation of its fiduciary duties to First Seacoast’s stockholders under applicable law. Under the foregoing circumstances, First Seacoast may take the following actions:

•

The Merger Agreement defines “acquisition proposal” as any proposal or offer with respect to any merger, consolidation, tender offer, sale of substantial assets and/or assumption of substantial deposit or other liabilities, sale of shares of capital stock (except pursuant to the exercise of First Seacoast stock options outstanding on the date of the Merger Agreement) or debt securities, recapitalization or other similar transaction or business combination involving First Seacoast and/or any of its subsidiaries or any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in an any of the foregoing.

The Merger Agreement defines “superior proposal” as any unsolicited, bona fide acquisition proposal made in writing by a third party that (i) First Seacoast’s board of directors determines in good faith, after consulting with its outside legal counsel and its financial advisor, would, if consummated, result in a transaction that is more

favorable to the stockholders of First Seacoast than the transactions contemplated by the Merger Agreement (taking into account all relevant factors relating to such acquisition proposal, including the amount and form of consideration, the timing of payment, the risk of consummation of the proposed transaction, the financing thereof, the inclusion of any break-up fees, expense reimbursement provisions and all other conditions thereto and taking into account any adjustments to the terms and conditions of the transactions contemplated by the Merger Agreement proposed by Cambridge in response to such acquisition proposal), (ii) is for 100% of the outstanding shares of common stock of First Seacoast and (iii) is reasonably likely to be completed on the terms proposed, in each case taking into account all legal, financial, regulatory and other aspects of such acquisition proposal.

Employee Matters. Following the Effective Time, Cambridge may choose to maintain any or all of First Seacoast’s employee plans in its sole discretion. For any First Seacoast employee plan terminated for which there is a comparable Cambridge benefit plan of general applicability, any current or former employee of First Seacoast who remains in the active employment of Cambridge after the Closing Date will be entitled to participate in such Cambridge benefit plan to the same extent as similarly situated employees of Cambridge.

First Seacoast full-time employees (other than employees who are parties to an employment, change in control, retention or other similar type of agreement) who have been employed for one year and whose employment is involuntarily terminated (absent termination for cause) or who voluntarily terminate their employment after being offered a position that is not comparable to their position at First Seacoast within one year of the effective time of the Merger will receive severance benefit equal to two weeks of continuing salary and health care coverage for each full year of employment with a minimum of four weeks’ severance pay and a maximum of 26 weeks’ severance pay.

Compensation Agreements. In connection with the merger, Messrs. Brannen, Donovan and Dargan each entered into a Settlement and Restrictive Covenant Agreement (the “Settlement Agreements”) with First Seacoast and First Seacoast Bank, which become effective as of the effective date of the merger. Pursuant to the Settlement Agreements, in exchange for the termination of the employment agreements and with further consideration for their promises to adhere to certain post-termination covenants, Messrs. Brannen, Donovan and Dargan will receive the payments otherwise due under the severance provisions of their existing employment agreement in connection with a change in control of $1,086,957, $747,912 and $480,510, respectively. The payments will be made in a lump sum immediately prior to the effective date of the merger (and each of their employment agreements will terminate on the effective date of the merger). The payments are subject to the executive’s timely execution and non-revocation of a release of claims.

For additional information on the interests of certain of First Seacoast’s directors and executive officers that may be different from, or in addition to, the interests of First Seacoast’s other stockholders, see “—Interests of Directors and Officers in the Merger that are Different from Your Interests.”

ESOP. Effective as of the day before closing, the ESOP will be terminated. First Seacoast will direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to remit enough unallocated suspense shares back to First Seacoast to repay any remaining ESOP debt in full, with each remitted share to, except as otherwise required, be valued at the merger price of $17.25 per share. All remaining unallocated shares as of the effective time of the Merger held by the ESOP will be allocated among the accounts of the ESOP participants according to the terms of the plan.

Indemnification and Insurance. For six years after the closing date of the Merger, Cambridge will indemnify First Seacoast’s current and former directors, officers and employees to the fullest extent permitted by law and by First Seacoast’s Articles of Incorporation and Bylaws for any losses incurred by them as a result of their service with First Seacoast. Cambridge shall also maintain First Seacoast’s directors’ and officer’ liability insurance

policies for six years after the closing date of the Merger on a basis that is no less advantageous than the coverage currently provided for First Seacoast’s directors and officers, subject to the requirement that the cost to Cambridge of maintaining such coverage, in the aggregate, shall not exceed more than 200% of the annual premiums currently paid by First Seacoast.

Terminating the Merger Agreement. First Seacoast and Cambridge may mutually agree, in writing, at any time to terminate the Merger Agreement. In addition, either First Seacoast or Cambridge may, without the consent of the other party, terminate the Merger Agreement:

•

if First Seacoast’s stockholders fail to approve the Merger Agreement; provided that First Seacoast may only terminate in this instance if its board of directors has complied with all of its obligations pertaining to recommending approval of the Merger Agreement to First Seacoast stockholders and, if applicable, in responding to any competing acquisition proposal;

•

if either (i) any approval, consent, non-objection or waiver of a governmental entity required to consummate the transactions contemplate by the Merger Agreement shall have been denied and such denial has become final and non-appealable or (ii) any court or governmental entity of competent jurisdiction shall have issued a final, unappealable order enjoining or otherwise prohibiting consummation of the transactions as contemplated by the Merger Agreement;

•

if the Merger is not consummated by April 30, 2027, unless the failure to so consummate by such time is due to the failure of the party seeking to terminate to perform or observe the covenants and agreements of such party set forth in the Merger Agreement; or

•

in the event of a breach of any covenant or agreement on the part of the other party set forth in the Merger Agreement, or if any representation or warranty of the other party shall have become untrue and such breach or untrue representation or warranty has not been or cannot be cured within 30 days following written notice to the party committing such breach or making such untrue representation or warranty; provided, however, that the party seeking termination is not then in material breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement.

Cambridge may also terminate the Merger Agreement if (i) First Seacoast shall have materially breached any of its obligations pertaining to non-solicitation of, or responding to, any competing acquisition proposal or recommending approval of the Merger Agreement to First Seacoast stockholders or (ii) if First Seacoast’s board of directors does not publicly recommend in First Seacoast’s proxy statement that its stockholders approve and adopt the Merger Agreement or if, after recommending in the proxy statement that its stockholders approve and adopt the Merger Agreement, the board of directors withdraws, modifies, or changes such recommendation.

First Seacoast may also terminate the Merger Agreement, at any time before the approval of the Merger Agreement by First Seacoast’s stockholders, in order to enter into an agreement with respect to a superior proposal, but only if (i) First Seacoast’s board of directors has determined in good faith, after consultation with legal counsel, that failure to take such action would be reasonably likely to result in a violation of its fiduciary duties under applicable law, and (ii) First Seacoast has not breached any of its obligations under the Merger Agreement pertaining to non-solicitation of, or responding to, any competing acquisition proposal.

Termination Fee. First Seacoast must to pay to Cambridge a cash termination fee of $3,500,000 if:

•

the Merger Agreement is terminated by First Seacoast before the approval of the Merger Agreement by First Seacoast’s stockholders, in order to enter into an agreement with respect to a superior proposal;

•

the Merger Agreement is terminated by Cambridge due to (i) First Seacoast’s having materially breached any of its obligations pertaining to non-solicitation of, or responding to, any competing acquisition proposal or recommending approval of the Merger Agreement to First Seacoast

stockholders or (ii) First Seacoast’s board of directors having failed to publicly recommend in First Seacoast’s proxy statement that its stockholders approve and adopt the Merger Agreement or if, after recommending in the proxy statement that its stockholders approve and adopt the Merger Agreement, the board of directors has withdrawn, modified, or changed such recommendation, so long as at the time of termination Cambridge is not in material breach of any representation, warranty or material covenant contained in the Merger Agreement;

•

if (i) the Merger Agreement is terminated by either Cambridge or First Seacoast due to the failure of First Seacoast’s stockholders to approve the Merger Agreement, (ii) at the time of termination Cambridge is not in material breach of any representation, warranty or material covenant contained in the Merger Agreement, (iii) before the meeting of First Seacoast’s stockholders, an acquisition proposal has been publicly announced, disclosed or communicated, and (iv) within 12 months of such termination First Seacoast has consummated or entered into any agreement with respect to an acquisition proposal; or

•

if (i) the Merger Agreement is terminated by Cambridge due to a material breach of the Merger Agreement by First Seacoast, which breach remains uncured for 30 days after notice of the breach to First Seacoast, if the breach giving rise to such termination was knowing or intentional, (ii) at the time of termination Cambridge is not in material breach of any representation, warranty or material covenant contained in the Merger Agreement, (iii) before the date of termination, an acquisition proposal has been publicly announced, disclosed or communicated, and (iv) within 12 months of such termination First Seacoast has consummated or entered into any agreement with respect to an acquisition proposal.

Expenses. Except as otherwise provided in the Merger Agreement, First Seacoast and Cambridge will pay their own costs and expenses incurred in connection with the Merger, whether or not the Merger is completed.

Changing the Terms of the Merger Agreement. Before the effective time of the Merger, First Seacoast and Cambridge may agree to waive any provision of the Merger Agreement to the extent the provisions being waived are in the waiving party’s benefit. The Merger Agreement may be amended by written agreement signed by First Seacoast and Cambridge.

PROPOSAL 2: MERGER-RELATED COMPENSATION PROPOSAL

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, and Securities and Exchange Commission Rule 14a-21(c), First Seacoast is providing its stockholders with the opportunity to cast an advisory, non-binding vote on the specified compensation that may be paid or become payable to First Seacoast’s named executive officers in connection with the completion of the Merger, as disclosed in the section of this proxy statement captioned “The Merger – Interests of Directors and Officers in the Merger that are Different from Your Interests,” and the related table and narratives.

Accordingly, at the special meeting, First Seacoast is asking its stockholders to approve, on a non-binding advisory basis, the following resolution:

“RESOLVED, that the compensation that will be paid or may become payable to First Seacoast’s named executive officers in connection with the Merger, as disclosed in the table under the caption “The Merger – Interests of Directors and Officers in the Merger that are Different from Your Interests” in the proxy statement according to Item 402(t) of Regulation S-K, including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable, is hereby APPROVED.”

The non-binding advisory vote on the Merger-Related Compensation Proposal is a vote separate and distinct from the vote on the Merger Proposal. Because it is advisory in nature only, it will not be binding on First Seacoast, regardless of whether the Merger Proposal is approved by stockholders. Accordingly, given that the

compensation to be paid in connection with the Merger is a contractual obligation to First Seacoast’s named executive officers, regardless of the outcome of this advisory vote, such compensation will be payable if the Merger Proposal is approved by stockholders and the Merger is completed, subject only to the contractual conditions applicable to such payment.

Approval of the Merger-Related Compensation Proposal requires the presence of a quorum and the affirmative vote of a majority of the votes cast on the proposal at the special meeting. Abstentions and broker non-votes will have no effect on the outcome of voting on the proposal.

First Seacoast’s board of directors unanimously recommends a vote “FOR” approval of the Merger-Related Compensation Proposal.

Merger-Related Executive Compensation Payable to First Seacoast’s Named Executive Officers

The information set forth in the following table is intended to comply with Item 402(t) of the SEC Regulation S-K, which requires disclosure of certain merger-related compensation. The merger-related compensation payable to the named individuals is the subject of a non-binding advisory vote of First Seacoast’s stockholders, as described above in “Proposal No. 2 – Merger-Related Compensation Proposal.”

The following table sets forth the amount of payments and benefits that each named executive officer of First Seacoast would receive in connection with the Merger, assuming: (i) that the closing date of the Merger was July 10, 2026, the last practicable date before the date of this proxy statement; (ii) a per share price of First Seacoast common stock of $17.25 (the per share merger consideration value); and (iii) each named executive officer experiences a qualifying termination of employment on July 10, 2026. This table does not include the value of benefits in which the named executive officers are vested without regard to the occurrence of a change in control. The amounts shown below are estimates based on multiple assumptions that may or may not actually occur, and as a result, the actual amounts to be received by a named executive officer may differ materially from the amounts shown below.


Executive	Cash ($) ⁽¹⁾		Equity ($) ⁽²⁾⁽³⁾		Pension/NQDC ($) ⁽⁴⁾		Total ($)
James R. Brannen		1,086,957		309,853		540,437		1,937,247
Richard M. Donovan		747,950		294,551		—		1,042,501
Timothy F. Dargan		480,510		223,795		—		704,305

(1)

First Seacoast Bank has entered into employment agreements with each of Messrs. Brannen, Donovan and Dargan. If there is a change in control of First Seacoast or First Seacoast Bank, followed by an executive’s involuntary termination other than for cause or upon the executive’s resignation for one of the reasons set forth in the employment agreement, the executive would become entitled to a lump sum cash severance payment equal to three times in the case of Messrs. Brannen and Donovan and two times in the case of Mr. Dargan the executive’s “base amount,” as that term is defined for purposes of Code Section 280G (i.e., the average annual taxable income paid to him for the five taxable years preceding the taxable year in which the change in control occurs). In addition, the executive would become entitled, at no expense to him, to the continuation of non-taxable medical, dental and life coverage for 36 months in the case of Messrs. Brannen and Donovan and two times in the case of Mr. Dargan following his termination of employment, or if the coverage is not permitted by applicable law or if providing the benefits is not otherwise possible or would subject First Seacoast Bank to penalties, the executive will receive a cash lump sum payment equal to the value of the health and dental benefits. The employment agreements will be terminated in connection with the change in control and the payments will be made pursuant to the terms of Settlement and Restrictive Covenant Agreements.

(2)	All outstanding restricted stock awards will vest in connection with the Merger. The figures shown are calculated based on a per share value of $17.25. Set forth below are the values of the restricted stock outstanding as of the date hereof that would become vested before the close of the Merger:


Executive	Number of Restricted Stock Shares	Value of Restricted Stock Awards ($)
James R. Brannen	10,733	185,144
Richard M. Donovan	10,000	172,500
Timothy F. Dargan	6,667	115,006

(3)

All outstanding stock options will vest upon the closing of the Merger (i.e., “single trigger” vesting) and all outstanding stock options will be cancelled and paid before the close of the Merger. The figures shown are calculated based on a per share value of $17.25. Set forth below are the values of the outstanding unvested stock options, based on the positive difference of $17.25 over the

weighted exercise price ($9.29) of the unvested stock options, multiplied by the number of shares underlying the unvested stock options that will accelerate and be converted to the right to receive a cash payment upon the closing of the Merger.


Executive	Number of Unvested Stock Options	Value of Unvested Stock Options ($)
James R. Brannen	15,667	124,709
Richard M. Donovan	15,333	122,051
Timothy F. Dargan	13,667	108,789

(4)

Under the Salary Continuation Agreement, if Mr. Brannen separates from service other than at or following a change in control, he will receive a fixed annual benefit of $64,817 with payments beginning on the first day of the second month following his separation from service and will be paid monthly for a period of 120 months. Following a change in control of, Mr. Brannen will receive an annual benefit of $132,209. The present value of the benefit will be paid to him at the same time and in the same form the benefit would have otherwise been paid under the agreement upon his separation from service, provided, however, that if he separates from service within two years of a change in control, the benefit will be paid to him in a lump sum on the first day of the second month following his separation from service. This number reflects the estimated difference between the present value of the benefits that would be paid upon Mr. Brannen’s separation from service outside of a change in control and the present value of the change in control benefit.

PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING

First Seacoast is submitting a proposal for consideration at the special meeting to approve one or more adjournments of the special meeting if there are insufficient votes to approve the Merger Proposal at the time of the special meeting. Even though a quorum may be present at the special meeting, it is possible that we may not have received sufficient votes to approve the Merger Proposal by the time of the special meeting. In that event, we would need to adjourn the special meeting to solicit additional proxies. The Adjournment Proposal relates only to an adjournment of the special meeting to solicit additional proxies to obtain the requisite stockholder approval to approve the Merger Proposal. Any other adjournment of the special meeting (e.g., an adjournment required because of the absence of a quorum) would be voted upon pursuant to the discretionary authority granted by the proxy.

First Seacoast’s board of directors unanimously recommends that you vote “FOR” the Adjournment Proposal.

Properly executed and dated proxies will be voted “FOR” the Adjournment Proposal, unless otherwise indicated on the proxies. If the special meeting is adjourned to solicit additional proxies to approve the Merger Proposal, we are not required to give notice of the time and place of the adjourned meeting (other than announcement at the special meeting) unless the meeting is adjourned for more than thirty days.

The Adjournment Proposal relates only to an adjournment of the special meeting occurring to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes to approve that proposal. First Seacoast’s board of directors retains full authority to the extent set forth in First Seacoast’s bylaws to postpone the special meeting before it is convened, without any stockholder consent.

STOCK OWNERSHIP

The following table provides information, as of the July 10, 2026 voting record date, about the beneficial owners known to First Seacoast to own more than 5% of First Seacoast’s outstanding common stock.


	Number of Shares Owned	Percent of Common Stock Outstanding ⁽¹⁾

AllianceBernstein L.P. 501 Commerce Street Nashville, Tennessee 37203	502,471⁽²⁾	10.71%

First Seacoast Bank Employee Stock Ownership Plan 633 Central Avenue Dover, NH 03820	414,733⁽³⁾	8.84

DAB Financial LLC William J. Greiner (Sole Manager) 63 Sumner Street Newton, Massachusetts 02459	384,847⁽⁴⁾	8.20

(1)

Based on 4,692,591 shares outstanding as of July 10, 2026.

(2)

Based on a Schedule 13G filed on February 14, 2024.

(3)

Based on a Schedule 13G/A filed on February 12, 2026.

(4)

Based on a Schedule 13D/A filed on May 22, 2025.

The following table provides information, as of the July 10, 2026 voting record date, about the shares of First Seacoast common stock that may be considered to be beneficially owned by each director, each named executive officer and all directors and executive officers of First Seacoast as a group. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power or has the right to acquire, by the exercise of stock options or otherwise, sole or shared voting or investment power within 60 days of July 10, 2026. Unless otherwise indicated, each of the named individuals has sole voting power and sole investment power with respect to the shares shown and none of the named individuals has pledged his or her shares.


	Number of Shares Owned	Percent of Common Stock Outstanding ⁽¹⁾
*Directors:*
James R. Brannen	82,684⁽²⁾	1.76
Michael J. Bolduc	33,556⁽³⁾	*
Mark P. Boulanger	31,021⁽⁴⁾	*
James Jalbert	53,057⁽⁵⁾	1.13
Thomas J. Jean	17,905⁽⁶⁾	*
Erica A. Johnson	25,357⁽⁷⁾	*
Janet Sylvester	25,804⁽⁸⁾	*
Paula J. Williamson-Reid	24,945⁽⁹⁾	*

*Executive Officers Who Are Not Directors:*
Richard M. Donovan	97,812⁽¹⁰⁾	2.08
Timothy F. Dargan	53,748⁽¹¹⁾	1.15

All directors and executive officers as a group (11 persons)	445,887	9.50%

Less than 1%.

(1)

Based on 4,692,591 shares outstanding as of July 10, 2026.

(2)

Includes 9,179 shares held indirectly through an Individual Retirement Account (“IRA”), 4,392 shares held indirectly through the ESOP, and 4,241 shares held indirectly in the 401(k) Plan, and 32,234 shares subject to stock options exercisable within 60 days of July 10, 2026.

(3)

Includes 5,307 shares held indirectly through a trust, 2,758 shares held indirectly through an IRA, 4,471 shares held indirectly through spouse’s IRA, and 12,760 shares subject to stock options exercisable within 60 days of July 10, 2026.

(4)

Includes 4,000 shares held indirectly through a trust, 6,501 shares held indirectly through an IRA, and 12,760 shares subject to stock options exercisable within 60 days of July 10, 2026.

(5)

Includes 22,537 shares held indirectly through an IRA and 12,760 shares subject to stock options exercisable within 60 days of July 10, 2026.

(6)

Includes 12,760 shares subject to stock options exercisable within 60 days of July 10, 2026.

(7)

Includes 2,500 shares held indirectly through an IRA and 12,760 shares subject to stock options exercisable within 60 days of July 10, 2026.

(8)

Includes 4,284 shares held indirectly through an IRA and 12,760 shares subject to stock options exercisable within 60 days of July 10, 2026.

(9)

Consists of 2,925 shares held indirectly through an IRA, 1,500 shares held indirectly through a trust, and 12,760 shares subject to stock options exercisable within 60 days of July 10, 2026.

(10)

Consists of 24,191 shares held indirectly through an IRA, 3,602 shares held indirectly through the ESOP, 18,994 shares held indirectly through the 401(k) Plan, and 27,667 shares subject to stock options exercisable within 60 days of July 10, 2026.

(11)

Consists of 5,179 shares held indirectly through an IRA, 3,378 shares held indirectly through the ESOP, and 26,833 shares subject to stock options exercisable within 60 days of July 10, 2026.

WHERE YOU CAN FIND MORE INFORMATION

First Seacoast files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The SEC maintains an Internet website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may also retrieve First Seacoast’s Securities and Exchange Commission filings at its Internet website (www.firstseacoastbank.com) under the heading “About – Investor Relations” and then under the heading “SEC/Regulatory Filings.” The information contained on First Seacoast’s Internet website, or any other Internet site referred to in this proxy statement, is not part of, and is not incorporated or deemed to be incorporated by reference into this proxy statement.

Statements contained in this proxy statement, or in any document incorporated by reference into this proxy statement regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by references to that contract or other document filed as an exhibit with the Securities and Exchange Commission. The Securities and Exchange Commission’s rules allow First Seacoast to “incorporate by reference” information into this proxy statement, which means that it can disclose important information to you by referring you to another document filed separately with the Securities and Exchange Commission. The information incorporated by reference is deemed to be part of this proxy statement from the date those documents are filed, except for any information superseded by information contained directly in this proxy statement. First Seacoast has filed the documents listed below with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (File Number 001-41597), and these documents and any documents filed by it under the Securities Exchange Act of 1934, as amended, after the date of this proxy statement are incorporated herein by reference (other than information in such documents that is furnished and not deemed to be filed):

•

Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 20, 2026, 2026;

•

Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2025, filed on April 30, 2026;

•

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed on May 15, 2026; and

•

Current Report on Form 8-K, filed on May 5, 2026.

You may obtain any of the documents incorporated by reference from the Securities and Exchange Commission’s Internet website noted above. Documents incorporated by reference into this proxy statement are also available from First Seacoast without charge, excluding all exhibits unless specifically incorporated by reference into such documents. Stockholders may obtain any and all documents incorporated by reference into such documents without charge, by requesting them in writing or by telephone from First Seacoast’s President and Chief Financial Officer at the following address and telephone number:

Richard M. Donovan

President and Chief Financial Officer

633 Central Avenue

Dover, NH 03820

(603) 742-4680

If you would like to request documents, please do so by August 20, 2026 in order to receive them before the special meeting. If you request any incorporated documents, First Seacoast undertakes to mail them to you by first-class mail, or another equally prompt means, within one business day of receipt of your request.

You should rely only on the information contained in this proxy statement, including the attached appendices, or the information incorporated by reference in this proxy statement, to vote your shares of First Seacoast common stock at the special meeting. First Seacoast has not authorized anyone to provide you with information that differs from that contained in this proxy statement. Therefore, if anyone gives you information of this sort, you should not rely on it. This proxy statement is dated July 23, 2026. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders will not create any implication to the contrary.

SUBMISSION OF STOCKHOLDER BUSINESS PROPOSALS AND NOMINATIONS

First Seacoast does not intend to hold a 2026 annual meeting of stockholders if the Merger is completed, as currently expected, unless the Merger is not completed within the expected timeframe or at all.

If the annual meeting were to be held, its date would be more than 30 calendar days from the anniversary date of last year’s annual meeting of stockholders. Accordingly, a stockholder proposal would need to be received by a reasonable time before First Seacoast begins to print and mail its proxy solicitation materials for the annual meeting. Any stockholder proposals would be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.

Under Securities and Exchange Commission Rule 14a-19, a shareholder intending to engage in a director election contest with respect to the annual meeting, were one to occur, must give First Seacoast notice of its intent to solicit proxies by providing the names of its nominee(s) and certain other information by the later of 60 calendar days before the annual meeting or the 10^th calendar day following the day on which public announcement of the date of the annual meeting is first made by First Seacoast.

In addition to the requirement set forth under Securities and Exchange Commission Rule 14a-19, under First Seacoast’s Bylaws, for a stockholder to properly bring business before an annual meeting or make nominations for the election of directors, the stockholder must give written notice to First Seacoast’s Corporate Secretary at its principal executive office not less than 90 days nor more than 100 days before the anniversary of the prior year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days before the anniversary of the prior year’s annual meeting of stockholders, such written notice shall be timely only if delivered or mailed to and received by the Corporate Secretary at the principal executive office no earlier than the day on which public disclosure of the date of such annual meeting is first made and not later than the 10^th day following the earlier of the day notice of the meeting was mailed to stockholders or such public disclosure was made. Such written notice must also contain the information specified by the Bylaws. A copy of the Bylaws may be obtained by contacting First Seacoast’s Corporate Secretary.

BY ORDER OF THE BOARD OF DIRECTORS

Michael J. Bolduc

Corporate Secretary

Dover, New Hampshire

July 23, 2026

Appendix A

AGREEMENT AND PLAN OF MERGER

DATED AS OF MAY 4, 2026

BY AND BETWEEN

CAMBRIDGE FINANCIAL GROUP, INC.

CAMBRIDGE SAVINGS BANK

AND

FIRST SEACOAST BANCORP, INC.

FIRST SEACOAST BANK

TABLE OF CONTENTS


		Page Nos.
Introductory Statement			1

ARTICLE I - DEFINITIONS			2

ARTICLE II - THE MERGER and RELATED TRANSACTIONS			9
2.1	The Merger		9
2.2	Closing		10
2.3	Effective Time		10
2.4	Effects of the Merger		10
2.5	Effect on Outstanding Shares of Company Common Stock and Treatment of Company Equity Awards		10
2.6	Payment Procedures		11
2.7	Effect on Outstanding Shares of Merger Sub I Common Stock		13
2.8	Articles of Incorporation and Bylaws of Surviving Corporation		13
2.9	Directors and Officers of Surviving Corporation		13
2.10	No Appraisal Rights		13
2.11	Withholding		14
2.12	Bank Merger; Additional Transactions		14
2.13	Alternative Structure		14
2.14	Absence of Control		14
2.15	Additional Actions		15

ARTICLE III - REPRESENTATIONS AND WARRANTIES			15
3.1	Disclosure Letters; Standard		15
3.2	Representations and Warranties of the Company		16
3.3	Representations and Warranties of Parent		41

ARTICLE IV - CONDUCT PENDING THE MERGER			44
4.1	Forbearances by the Company		44
4.2	Forbearances by Parent		49

ARTICLE V - COVENANTS			49
5.1	Acquisition Proposals		49
5.2	Advice of Changes		50
5.3	Access and Information		50
5.4	Applications; Consents		52
5.5	Anti-takeover Provisions		52
5.6	Additional Agreements		52
5.7	Publicity		52
5.8	Stockholder Meeting		53
5.9	Company Proxy Statement		54
5.10	Notification of Certain Matters		54
5.11	Employee Benefit and Related Matters		55
5.12	Indemnification		57


5.13	Post-Closing Governance	58
5.14	[Reserved]	58
5.15	ESOP Matters	58
5.16	Disclosure Supplements	59
5.17	Organization and Actions of Merger Sub I and Merger Sub II	59
5.18	Maintenance of Company Records	59
5.19	Systems Conversion	60
5.20	Certain Policies of the Company	60
5.21	Access to Customers and Suppliers	60
5.22	Environmental Assessments	61
5.23	Shareholder Litigation and Claims	61
5.24	Stock Exchange De-listing	62
5.25	Liquidation Account	62
5.26	Further Assurances	62

ARTICLE VI - CONDITIONS TO CONSUMMATION		62
6.1	Conditions to Each Party’s Obligations	62
6.2	Conditions to the Obligations of Parent	63
6.3	Conditions to the Obligations of the Company	63

ARTICLE VII - TERMINATION		64
7.1	Termination	64
7.2	Termination Fee	65
7.3	Effect of Termination	66

ARTICLE VIII - CERTAIN OTHER MATTERS		66
8.1	Interpretation	66
8.2	Survival	66
8.3	Waiver; Amendment	66
8.4	Counterparts	66
8.5	Governing Law; Consent to Jurisdiction	67
8.6	Expenses	67
8.7	Notices	67
8.8	Entire Agreement; No Third Party Beneficiaries	68
8.9	Successors and Assigns; Assignment	68
8.10	Severability	68
8.11	Specific Performance	68
8.12	Confidentiality	69
8.13	Confidential Supervisory Information	69

EXHIBITS


Exhibit A		Form of Bank Merger Agreement
Exhibit B		Form of Voting Agreement
Exhibit C		Form of Joinder Agreement

AGREEMENT AND PLAN OF MERGER

This is an Agreement and Plan of Merger, dated as of the 4^th day of May, 2026 (this “Agreement”), by and among Cambridge Financial Group, Inc., a Massachusetts mutual holding company (“Parent”), Cambridge Savings Bank, a Massachusetts state-chartered trust company (“Parent Bank”), Seacoast Bancorp, Inc., a Maryland corporation (the “Company”), and Seacoast Bank, a federal savings bank in stock form (“Company Bank”).

Introductory Statement

A. The respective boards of directors of Parent and the Company unanimously have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of their respective corporations, constituencies, communities and stockholders, as the case may be.

B. In accordance with the terms of this Agreement, (i) Merger Sub I (as such term is defined below) will merge with and into the Company, at which time the Company will become a wholly owned subsidiary of Parent and the Company’s stockholders will receive cash in exchange for their ownership interest in the Company, (ii) simultaneously with, or immediately after, the consummation of the merger of Merger Sub I with and into the Company, Company Bank will merge with and into Parent Bank in accordance with the terms of a separate Agreement and Plan of Merger to be entered into by and between Parent Bank and Company Bank on the date hereof, such agreement to be substantially in the form attached hereto as Exhibit A (the “Bank Merger Agreement”), and (iii) as soon as reasonably practicable after the consummation of the merger of Company Bank with and into Parent Bank, Parent will cause the Company to merge with and into Merger Sub II (as such term is defined below) and Merger Sub II will thereafter merge with and into either Parent or Parent Bank as determined in the sole discretion of Parent.

C. As a condition and material inducement to Parent’s willingness to enter into this Agreement, each director and executive officer of the Company has entered into an agreement dated as of the date hereof, substantially in the form attached hereto as Exhibit B (the “Voting Agreement”), pursuant to which each such director and executive officer has agreed to vote all of his or her shares of Company Common Stock (as such term is defined below) in favor of this Agreement and the transactions contemplated hereby.

D. The parties intend that the mergers of Merger Sub I with and into the Company and Company Bank with and into Parent Bank and the additional subsequent transactions involving Merger Sub II contemplated under this Agreement shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”), and that this Agreement and the Bank Merger Agreement shall constitute a “plan of reorganization” for purposes of Section 361 of the IRC.

E. Parent and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for in this Agreement and to prescribe various conditions to such transactions.

In consideration of the mutual promises set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement:

“Acquisition Proposal” means any proposal or offer with respect to any merger, consolidation, tender offer, sale of substantial assets and/or assumption of substantial deposit or other liabilities, sale of shares of capital stock (except pursuant to the exercise of Company Stock Options outstanding on the date hereof) or debt securities, recapitalization or other similar transaction or business combination involving the Company and/or any of its Subsidiaries or any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in an any of the foregoing.

“Agreement” means this Agreement and the exhibits and schedules hereto, as amended, modified or amended and restated from time to time in accordance with its terms.

“Articles of Merger” shall have the meaning given to that term in Section 2.3.

“Articles of Bank Merger” means the articles of merger, as endorsed by the MDOB, relating to the Bank Merger.

“Bank Merger” means the merger of Company Bank with and into Parent Bank.

“Bank Merger Agreement” shall have the meaning given to that term in paragraph B of the Introductory Statement to this Agreement.

“BHCA” means the Bank Holding Company Act of 1956, as amended.

“BOLI” shall have the meaning given to that term in Section 3.2(z).

“Business Day” means any day other than a Saturday, Sunday or federal holiday.

“Cause” means, when used in connection with the termination of any employee, termination based upon the employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any applicable code of ethics or employment policy.

“Certificate(s)” shall have the meaning given to that term in Section 2.6(b).

“CDMSOS” means the Corporations Division of the Office of the Secretary of State of the Commonwealth of Massachusetts.

“Change of Recommendation” shall have the meaning given to that term in Section 5.8(b).

“Closing” shall have the meaning given to that term in Section 2.2.

“Closing Date” shall have the meaning given to that term in Section 2.2.

“Company” shall have the meaning given to that term in the preamble to this Agreement.

“Company Balance Sheet” shall have the meaning given to that term in Section 3.2(i).

“Company Bank” shall have the meaning given to that term in the preamble to this Agreement.

“Company Common Stock” means the common stock, par value $0.01 per share, of the Company.

“Company Contract(s)” shall have the meaning given to that term in Section 3.2(o).

“Company Employee Plans” shall have the meaning given to that term in Section 3.2(r)(i).

“Company Equity Awards” shall have the meaning given to that term in Section 2.5(e).

“Company Lease Options” shall have the meaning given to that term in Section 3.2(s)(iv).

“Company Leases” shall have the meaning given to that term in Section 3.2(s)(i).

“Company Pension Plan” shall have the meaning given to the term in Section 3.2(r)(v).

“Company Proxy Statement” shall have the meaning given to that term in Section 5.9(a).

“Company Qualified Plan” shall have the meaning given to that term in Section 3.2(r)(vi).

“Company Real Property” shall have the meaning given to that term in Section 3.2(s)(i).

“Company Records” means all records and original documents in the Company’s possession which pertain to and are utilized by the Company and its Subsidiaries to administer, reflect, monitor, evidence or record information respecting the Company’s consolidated business and operations, including but not limited to all records and documents relating to (a) corporate, regulatory, supervisory and litigation matters, (b) tax planning and payment of taxes, (c) personnel and employment matters, and (d) the consolidated business or conduct of such business of the Company.

“Company’s Reports” shall have the meaning given to that term in Section 3.2(g)(i).

“Company RSA(s)” shall have the meaning given to that term in Section 2.5(d).

“Company Stock Option(s)” shall have the meaning given to that term in Section 2.5(c).

“Company Stock Plans” shall have the meaning given to that term in Section 2.5(c).

“Comparable Position” means, when used in connection with a position of employment with Parent or Parent Bank following the Effective Time offered to any employee of the Company or Company Bank, a position that would (a) provide the employee with base compensation and benefits that are comparable in the aggregate to those provided to the employee by the Company or Company Bank prior to the Merger, (b) provide the employee with an opportunity for variable bonus compensation that is comparable to the opportunity provided to the employee by the Company or Company Bank prior to the Merger, (c) be in a location that would not require the employee to increase his or her daily one-way commuting distance by more than twenty-five (25) miles as compared to the employee’s commuting distance when employed by the Company or Company Bank prior to the Merger, and (d) have job skill requirements and duties that are comparable to the requirements and duties of the position held by the employee with the Company or Company Bank prior to the Merger.

“Confidentiality Agreements” shall have the meaning given to that term in Section 8.12.

“Continuing Employee(s)” shall have the meaning given to that term in Section 5.11(a).

“CRA” means the Community Reinvestment Act of 1977, as amended.

“Disclosure Letter” shall have the meaning given to that term in Section 3.1.

“Effective Time” shall have the meaning given to that term in Section 2.3.

“Environmental Law” means any federal, state or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, directive, executive or administrative order, judgment, decree, injunction, or agreement with any Governmental Entity relating to (i) the protection, preservation or restoration of the environment (which includes air, water vapor, surface water, groundwater, drinking water supply, soil, surface land, subsurface land, plant and animal life or any other natural resource), or to human health or safety as it relates to Hazardous Materials, or (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of, Hazardous Materials, in each case as amended and as now in effect. The term Environmental Law includes the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Water Pollution Control Act of 1972, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal Solid Waste Disposal and the Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Federal Occupational Safety and Health Act of 1970 as it relates to Hazardous Materials, the Federal Hazardous Substances Transportation Act, the Emergency Planning and Community Right-To-Know Act, the Safe Drinking Water Act, the Endangered Species Act, the

National Environmental Policy Act, the Rivers and Harbors Appropriation Act or any so-called “Superfund” or “Superlien” law, each as amended and as now in effect.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any entity that is considered one employer with the Company under Section 4001(b)(1) of ERISA or Section 414 of the IRC.

“ESOP” means the First Seacoast Bank Employee Stock Ownership Plan.

“ESOP Loan” shall have the meaning given to that term in Section 3.2(r)(xi).

“ESOP Termination Date” shall have the meaning given to that term in Section 5.15.

“ESOP Trust” shall have the meaning given to that term in Section 3.2(r)(xi).

“ESOP Trustee” shall have the meaning given to that term in Section 3.2(r)(xi).

“Exchange Act” shall have the meaning given to that term in Section 3.2(g)(ii).

“FDIC” means the Federal Deposit Insurance Corporation.

“FRB” means the Board of Governors of the Federal Reserve System, including the Federal Reserve Bank of Boston.

“GAAP” means United States generally accepted accounting principles.

“General Laws” means the General Laws of the Commonwealth of Massachusetts, as amended.

“Governmental Entity” means the FDIC, FRB, OCC, MDOB, NHBC, SEC and any federal, state or local court, regulatory or administrative agency, authority or commission or other governmental authority or instrumentality, or any self-regulatory authority.

“Gramm-Leach-Bliley Act” means the Financial Services Modernization Act of 1999, as amended, as commonly known as the Gramm-Leach-Bliley Act.

“Hazardous Material” means any substance (whether solid, liquid or gas) that is or could be detrimental to human health or safety or to the environment, currently or hereafter listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, under any Environmental Law, whether by type or by quantity, including any substance containing any such substance as a component. Hazardous Material includes any toxic waste, pollutant, contaminant, hazardous substance, toxic substance, hazardous waste, special waste, industrial substance, oil or petroleum, or any derivative or by-product thereof, radon, radioactive material, asbestos, asbestos-containing material, urea formaldehyde foam insulation, lead and polychlorinated biphenyl.

“HOLA” means the Home Owners’ Loan Act, as amended.

“Indemnified Party” shall have the meaning given to that term in Section 5.12(a).

“Intellectual Property” shall have the meaning given to that term in Section 3.2(p).

“IRC” shall have the meaning given to that term in paragraph D of the Introductory Statement to this Agreement.

“IRS” means the Internal Revenue Service.

“IT Assets” shall have the meaning given to that term in Section 3.2(jj)(ii).

“Joinder Agreement” shall have the meaning given to that term in Section 5.17.

“Knowledge” means, with respect to the Company and/or Company Bank, the actual knowledge of any officer of the Company and/or Company Bank with the title ranking not less than senior vice president and that certain vice president who serves as Head of Internal Audit and Compliance and BSA Officer, and with respect to Parent and/or Parent Bank, the actual knowledge of any officer of Parent and/or Parent Bank with the title ranking not less than senior vice president. Without limiting the scope of the immediately preceding sentence, the term “Knowledge” includes any fact, matter, or circumstance set forth in any written notice received by the Company and/or Company Bank or by Parent and/or Parent Bank, respectively, from any Governmental Authority.

“Law” as used from time to time herein means any statute, law, ordinance, rule, regulation, judgment, order, decree or other action of any Governmental Entity that is applicable to the referenced Person.

“Letter of Transmittal” shall have the meaning given to that term in Section 2.6(a).

“Lien” means any charge, mortgage, pledge, security interest, claim, lien or encumbrance.

“Loan” means a loan, lease, advance, credit enhancement, guarantee or other extension of credit.

“Loan Property” means any property in which the applicable party (or a Subsidiary of it) holds a security interest and, where required by the context, includes the owner or operator of such property, but only with respect to such property.

“Material Adverse Effect” means an effect, circumstance, occurrence or change that (i) is material and adverse to the business, financial condition, results of operations or prospects of the Company or Parent, as the context may dictate, and its Subsidiaries, taken as a whole, or (ii) materially prevents, impairs or threatens the ability of either Parent or the Company, as the context may dictate, to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement in a timely manner; provided, however, that any such effect, circumstance, occurrence or change resulting from any (i) changes, after the date hereof, in laws, rules or regulations or GAAP or regulatory accounting requirements or interpretations thereof that apply to financial and/or depository institutions and/or their holding companies generally, (ii) changes, after the date hereof, in economic conditions affecting