SEC Form DEF 14A filed by Eastern Bankshares Inc.

March 26, 2026

Dear Shareholder:

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

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

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

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

March 26, 2026

To Shareholders of

Eastern Bankshares, Inc.

NOTICE OF ANNUAL MEETING

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

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

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

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

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

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

A complete list of registered shareholders will be made available to shareholders of record at the meeting and in accordance with our Bylaws by emailing [email protected].

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

TABLE OF CONTENTS

PROXY STATEMENT

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

INTERNET AVAILABILITY OF PROXY MATERIALS

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

VOTING PROCEDURES

Purpose of Annual Meeting

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

Voting Securities and Record Date

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

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

Quorum

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

Attending the Annual Meeting

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

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

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

Manner of Voting

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

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Shareholders of Record

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

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

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

Shareholders in “Street Name”

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

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

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

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

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

Vote Required

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

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

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* Less than 1%

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Delinquent Section 16(a) Reports

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

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PROPOSAL 1

ELECTION OF DIRECTORS

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

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

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

Recommendation

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

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

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

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

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

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Corporate Governance Matters

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

Director Independence

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

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

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

Board Composition and Leadership Structure of the Board of Directors

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

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

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

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

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

Committees of our Board of Directors

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

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

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

(1) Lead Independent Director

(2) Chair of the Board of Directors

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Attendance at Meetings

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

Board Self-Evaluation and Individual Director Evaluation

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

Audit Committee

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

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

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

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

Compensation and Human Capital Management Committee

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

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

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

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Compensation and Human Capital Management Committee Interlocks and Insider Participation

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

Nominating and Governance Committee

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

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

Nomination of Directors

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

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

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

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

The Company does not have a formal policy on board diversity. We are proud of the talent, expertise and experiences of our Board and our management team, and the Nominating and Governance Committee and Board of Directors are committed to actively seeking qualified candidates for directors. The Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Governance Committee believes that the backgrounds and qualifications of the Company’s directors, considered as a group, should provide a significant breadth of experience, knowledge and abilities to assist the Board of Directors in fulfilling its responsibilities.

After completing its evaluation of potential nominees, the Nominating and Governance Committee makes a recommendation to the Board of Directors as to the persons who should be nominated for election to the Board of Directors, and the Board determines the nominees after considering the recommendation and report of the committee.

The Nominating and Governance Committee will consider candidates recommended by individual shareholders in accordance with the procedures and other requirements set forth in the Bylaws. Names and credentials must be provided to the committee on a timely basis for consideration prior to the Annual Meeting. Shareholders who wish to recommend an individual to the Nominating and Governance Committee for consideration as a potential candidate for director should submit the individual’s name, together with appropriate supporting documentation, to the Nominating and Governance Committee at the following address: Nominating and Governance Committee, c/o Corporate Secretary, Eastern Bankshares, Inc., 125 High Street, Oliver Street Tower, 9th Floor, Boston, Massachusetts 02110. A submission will be considered timely if it is made during the timeframes disclosed in this Proxy Statement under “Shareholder Proposals.” If the Board of Directors determines to nominate and recommend for election a shareholder-recommended candidate, then the candidate’s name will be included in the Company’s proxy card for the next annual meeting of shareholders.

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Risk Management Committee

The Risk Management Committee of the Board of Directors assists the board in fulfilling its oversight responsibilities with respect to oversight of Eastern Bank’s enterprise risk management (“ERM”) practices and procedures, as well as its ERM framework (“ERM Framework”). The current members of the Risk Management Committee are Mr. Borgen (chair), Mses. Harney and Williams, and Messrs. Bane, Casey, Holbrook, Markell, Palandjian, Rivers, and Sheahan. The chair of the Risk Management Committee meets the criteria contained in the Federal Reserve Board’s Enhanced Prudential Standards (12 C.F.R. § 252.33(a)(4)(ii)), as required by the Director Independence Policy.

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

Board Role in Risk Oversight

The Board of Directors administers its internal controls and risk management oversight function directly and through its Audit, CHCM and Risk Management Committees. In general, management is responsible for the day-to-day management of the risks the Company faces, while the Board of Directors, acting as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The Board of Directors has formed the Risk Management Committee to assist it in fulfilling its oversight responsibilities with respect to management’s identification, evaluation, management and monitoring of the Company’s critical enterprise risks, including major operational, strategic and credit financial risks and cyber risks inherent in our business.

The Board of Directors and the Audit Committee regularly discuss with management, the Company’s independent auditors and its Sarbanes-Oxley controls group the Company’s major risk exposures, their potential financial impact on the Company, and the steps taken to manage these risks. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. In addition, the Audit Committee discusses policies with respect to the Company’s internal auditors and Sarbanes-Oxley controls group, as well as its independent auditors.

The CHCM Committee assesses whether the Company’s compensation arrangements encourage inappropriate risk-taking, and whether risks arising from its compensation arrangements are reasonably likely to have a

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material adverse effect on the Company. Additionally, the CHCM Committee considers risk management in assessing the performance and performance-related compensation of executive management. See the “Compensation Disclosure and Analysis” section for information regarding the CHCM Committee’s assessment of risks arising from the Company’s compensation practices.

Board Refreshment

The Board of Directors believes that the Board represents a balance of experience in the industries served by the Company and in the financial and business communities, which provides effective guidance and oversight to management. The Board of Directors also recognizes the value in keeping the Board “refreshed” and has adopted a policy requiring that directors retire at the end of the year in which they turn age 75. Since 2023, 47% of the Board has been refreshed with new directors who bring valuable expertise and experience to the Company.

Declassified Board of Directors

Historically, the Board of Directors has been divided into three classes of directors serving staggered three-year terms. Directors for each class were elected at the annual meeting of shareholders in the year in which their class term expires. However, in accordance with an amendment approved by Company shareholders in 2022, pursuant to the revised Articles of Organization, the class of directors nominated for re-election at the 2026 Annual Meeting will serve for a one-year term. The Board of Directors will be fully declassified, with all directors standing for annual election, beginning with the Company’s 2027 annual meeting of shareholders.

Communications with Directors

Shareholders and other interested parties who wish to send written communications on any topic to the Board of Directors, or the presiding director of executive sessions of the non-employee and independent directors, may do so by addressing such communications to the Board of Directors, c/o Corporate Secretary, Eastern Bankshares, Inc., 125 High Street, Oliver Street Tower, 9th Floor, Boston, Massachusetts 02110. Communications will be distributed to the chair of the Board, the Lead Director or the other members of the Board as appropriate depending on the facts and circumstances outlined in the communication received.

Code of Business Conduct and Ethics

The Company’s Code of Conduct is applicable to all Company employees, officers and directors, as well as those representing the Company in an official capacity. A current copy of the Code of Conduct is posted on the Company website at investor.easternbank.com under “Governance Documents” in the “Corporate Governance” section. We intend to satisfy disclosure requirements of the SEC and Nasdaq regarding amendments to, or waivers of, the Code of Conduct by providing information on our website.

Certain Relationships and Related Party Transactions

We review relationships and transactions between the Company and directors, nominees for director, executive officers and their immediate family members to determine whether these individuals have a direct or indirect material interest in a transaction with the Company, based on the facts and circumstances. Directors and executive officers are canvassed in writing to determine whether such related party transactions exist or are under consideration, and are required under the Code of Conduct to disclose any such potential conflicts of interest with the Company.

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SEC rules require us to disclose certain relationships and related party transactions the Company enters into with directors, nominees for director, executive officers, owners of more than 5% of the outstanding shares of Company common stock, or members of their immediate families. In accordance with the charter of the Nominating and Governance Committee and the Company’s Related Party Transaction Policy (“RPT Policy”), the Nominating and Governance Committee is responsible for reviewing and approving related party transactions. If it is not feasible to approve related party transactions in advance, the Nominating and Governance Committee is permitted to ratify such transactions after the Company has entered into them, subject to the procedures and considerations described below.

The RPT Policy applies to any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which:

Under the RPT Policy, a related person is:

Under the RPT Policy, a related entity is:

The RPT Policy also provides that certain types of related party transactions are deemed to be pre-approved or ratified, even if the aggregate amounts involved exceed $120,000, and do not require review or approval of the Nominating and Governance Committee. Such transactions include:

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The Nominating and Governance Committee is provided with the material facts of all transactions that require its approval under the RPT Policy. In determining whether to approve or ratify a particular transaction, the Nominating and Governance Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Under the RPT Policy, a director is not permitted to participate in any discussion or approval of a transaction for which he or she (or an immediate family member) is the related person, and such director must provide the Nominating and Governance Committee with all material information concerning the transaction. If an approved transaction is ongoing, the Nominating and Governance Committee may establish guidelines for management to follow in its dealings with such person and will annually review and assess compliance with such guidelines, and whether the transaction remains appropriate for the Company.

Transactions with Certain Related Persons

The Company has not entered into any such disclosable relationships or transactions under the RPT Policy since the beginning of the 2025 fiscal year and no such disclosable relationships or transactions are currently proposed.

The Sarbanes-Oxley Act of 2002 generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption for loans made by federally insured financial institutions, such as Eastern Bank, to their executive officers and directors in compliance with federal banking regulations. During 2025, certain directors and executive officers of the Company and Eastern Bank, as well as related persons and entities associated with those directors and executive officers, were customers of Eastern Bank and had loans outstanding. Such loans were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Eastern Bank, and, in the opinion of management, did not involve more than the normal risk of collectability or present other unfavorable features.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table provides certain information regarding current Company executive officers who are not directors. Ages are as of the date of this Proxy Statement. Company executive officers serve at the discretion of the Board of Directors.

Quincy L. Miller - President and Chief Operating Officer, Eastern Bankshares, Inc.; Vice Chair, President and Chief Operating Officer of Eastern Bank

Mr. Miller is President and Chief Operating Officer of Eastern Bankshares, Inc. and Vice Chair, President and Chief Operating Officer of Eastern Bank. Mr. Miller joined Eastern in 2016 as Chief Banking Officer and was promoted to President of the Bank in 2017 and to President and Chief Operating Officer in July 2024. He oversees Eastern’s Consumer Bank, Credit Division and operational divisions including Technology, Operations and Human Resources, and with the Executive Chair and Chief Executive Officer leads the overall strategic direction of Eastern. Prior to joining Eastern, Mr. Miller served as the President of Citizens Bank, Massachusetts, and President of its Business Banking division. He started his career in consumer banking at M&T Bank in New York City in 1997. He serves on the Board of Directors for Blue Cross Blue Shield of MA, The Boys and Girls Club of Boston, the New Commonwealth Fund, the National Association of Corporate Directors, and Nectar Community Investments. Mr. Miller earned a B.A. in economics and business from Lafayette College where he currently serves as a member of the Board of Trustees. He graduated from the Consumer Bankers Association’s Executive Banking School and is a current member and past chair of The Consumer Bankers Association Board of Directors.

R. David Rosato - Chief Financial Officer and Treasurer, Eastern Bankshares, Inc; Chief Financial Officer of Eastern Bank

Mr. Rosato is the Chief Financial Officer and Treasurer of Eastern Bankshares, Inc. and Chief Financial Officer of Eastern Bank, joining Eastern in August 2024 with 40 years of extensive experience in regional and community banking. Prior to his current role, he was Senior Executive Vice President and Chief Financial Officer of Berkshire Hills Bank, and he spent over 15 years at People’s United Financial, Inc., including nine years as Senior Executive Vice President and Chief Financial Officer. He has extensive M&A experience, including the multi-billion dollar sale of People’s United to M&T Bank. Previously, he served as Senior Vice President & Treasurer at Webster Financial Corporation, and as a Senior Vice President, Asset/Liability Manager at M&T Bank Corporation. Mr. Rosato sits on the NASDAQ Exchange Board and the Board of Returned.com. He is a former board member of the Federal Home Loan Bank of Boston. He earned both a B.S. degree in Business and Economics and an M.B.A degree from the University of Maryland. He is a chartered Financial Analyst.

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Steven L. Antonakes - Executive Vice President, Chief Risk Officer of Eastern Bank

Mr. Antonakes is the Executive Vice President and Chief Risk Officer at Eastern Bank. He oversees Eastern’s independent risk management function and its Bank Secrecy Act/Anti-Money Laundering, Compliance, Credit Risk Review, Information Security, Financial and Model Risk Management, and Operational Risk Departments. He joined Eastern Bank in 2015 as Senior Vice President, Chief Compliance Officer. Mr. Antonakes previously served as the Deputy Director and the Associate Director for Supervision, Enforcement, and Fair Lending at the Consumer Financial Protection Bureau. Prior to joining the Bureau, Mr. Antonakes served as the Massachusetts Commissioner of Banks from 2003 to 2010. Preceding his appointment as Commissioner, Mr. Antonakes served in a variety of managerial positions at the Division of Banks, having joined the agency as an entry-level bank examiner in 1990. During his 25-year regulatory career, Mr. Antonakes staffed the Financial Stability Oversight Council, served as the first state-voting member of the Federal Financial Institutions Examination Council, Vice Chairman of the Conference of State Bank Supervisors, and was a founding member of the governing board of the Nationwide Multistate Licensing System. Mr. Antonakes serves on the Board of Trustees of Mass General Brigham Salem Hospital, as Board Emeritus of Camp Fire North Shore, and on the FDIC’s Advisory Committee for Economic Inclusion. Mr. Antonakes earned his B.A. from Penn State University, an M.B.A from Salem State University, and a Ph.D. in Law and Public Policy from Northeastern University.

Kathleen C. Henry - Executive Vice President, General Counsel and Corporate Secretary of Eastern Bankshares, Inc.; Executive Vice President, General Counsel, Corporate Secretary and Chief Human Resources Officer of Eastern Bank

Ms. Henry is Executive Vice President, General Counsel and Corporate Secretary of Eastern Bankshares, Inc. and Executive Vice President, General Counsel, Corporate Secretary and Chief Human Resources Officer of Eastern Bank. Ms. Henry joined Eastern Bank in 2016 as General Counsel and Corporate Secretary as a Senior Vice President and was promoted to Executive Vice President in 2018. She currently oversees various divisions at Eastern, including the Legal Department, the Human Resources Division and Internal Communications and Public Relations. She advises the Board of Directors and executive management on legal, transactional and governance matters. Before joining Eastern, she was General Counsel and before that Deputy General Counsel of Plymouth Rock Assurance Corporation and a litigation partner and associate at Choate, Hall & Stewart LLP. Ms. Henry was appointed by Massachusetts Governor Maura T. Healey to serve as Chair of the Judicial Nominating Commission in June 2025; prior to that she served as Vice-Chair. Ms. Henry also serves on the board of directors of the Political Asylum Representation Project and on the Advisory Board for the Northeastern University School of Law’s Women in the Law Conference. She earned a B.A. in journalism from Boston University and a J.D. from Northeastern University School of Law.

Donald M. Westermann - Executive Vice President, Chief Information Officer of Eastern Bank

Mr. Westermann is an Executive Vice President and the Chief Information Officer at Eastern Bank. He leads the Technology, Operations and Eastern Labs teams and is responsible for all aspects of the technology, operations and innovation strategy for Eastern, including digital, cyber-security, innovation, software engineering, data management, and delivery. He also has oversight of the consumer banking and product divisions to more closely align them with innovation and digital strategies. He joined Eastern in 2007 as Senior Vice President, Technology Engineering & Operations, a position he held until 2010. He served as Senior Vice President, Chief Technology Officer from 2010 to 2015, when he was promoted to Executive Vice President, Chief Information Officer. Prior to joining Eastern, Mr. Westermann served as a Senior Manager with Grant Thornton and before that served as a consultant with Arthur Andersen, in each case in positions focused on technology and management information systems. Mr. Westermann earned a B.S. in Business Administration and Management Information Systems from Villanova University and an M.B.A from the Sloan School of Management of the Massachusetts Institute of Technology.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis section (“CD&A”) describes the material elements of the Company’s executive compensation program. It also discusses the compensation earned in 2025 by the Company’s Principal Executive Officer (“PEO”) and other Named Executive Officers (“NEOs”) listed below as well as the rationale supporting the compensation decisions made by the Compensation and Human Capital Management (“CHCM”) Committee. Company NEOs for 2025 were:

Executive Summary

Since its IPO five years ago in October 2020, Eastern has executed a long-term strategic plan that has elevated the Company from a $16 billion newly public company into Greater Boston’s leading local bank with over $30 billion in assets. The positive change in Company performance over the five-year period is compelling.

The end of 2025 marked another successful year in the Company’s journey as the largest independent bank headquartered in Massachusetts, with the 4th largest deposit market share. Company performance in 2025 was highlighted by strong organic loan growth, improved operating profitability metrics, continued return of capital to shareholders, and the merger with HarborOne. At year-end, the Company’s balance sheet remained healthy, well-capitalized, highly liquid, and appropriately reserved.

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Key Accomplishments in 2025. The past year was marked by significant achievements including:

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2025 Compensation Highlights

Our compensation program includes three main elements: base salary, annual cash incentives (as part of our Management Incentive Plan (“MIP”)) and long-term equity compensation (granted pursuant to the Equity Long-Term Incentive Plan (“LTIP”)). Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual cash incentives reward the achievement of annual goals, while long-term incentives drive Company NEOs to focus on long-term sustainable shareholder value creation.

Based on Company and individual performance and consistent with the design of the executive compensation program, the CHCM Committee made the following executive compensation decisions for fiscal year 2025 (see “2025 Executive Compensation Program in Detail” within this CD&A section for more information):

(1) “KRX” refers to the KBW Regional Banking Index, an index that is designed to track the performance of regional banks and thrift institutions that are publicly traded in the U.S. “KRX Banks” refers to the companies that comprise the KRX as of the last day of the performance period, excluding companies that have any of the following characteristics: (1) headquartered in Puerto Rico; (2) announced target of a pending acquisition; and/or (3) less than three years of performance history or trading data.

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Mr. Westermann’s role at the Company expanded significantly following the merger with Cambridge Trust. He now leads technology, digital and innovation strategy, operations, product and the consumer bank, ensuring technology and digital capabilities help drive growth and profitability in the consumer bank. Given his expanded role, the PEO recommended and the CHCM Committee approved a one-time RSU grant of $500,000, granted in March 2025, which vests in full in March 2028, subject to continued employment.

As previously disclosed, in March 2025, Mr. Sheahan received a one-time equity award of RSUs of $2.3 million that vests pro-rata over a five-year period, subject to continued employment. This one-time award was part of the Cambridge Trust merger agreement—it offset the loss of Mr. Sheahan’s Cambridge Trust Supplemental Executive Retirement Plan benefits (following the freezing of his SERP) and reflects the importance of his leadership in ensuring a smooth integration, talent and customer retention and continued success post-merger.

Shareholder Advisory Votes on Executive Compensation

At the 2025 annual meeting of shareholders, the Company received strong support for the executive compensation program, as 94.2% of the total votes cast on the advisory say-on-pay proposal voted to approve it. The CHCM Committee has considered, and each year will consider, the results of the prior advisory vote as it reviews and determines the total compensation packages for the Company’s NEOs. In 2025, Executive Management and/or Investor Relations conducted approximately 90 meetings with shareholders and prospective shareholders. In some meetings, the NEO compensation program was discussed, with any shareholder feedback shared with the CHCM Committee. The Company highly values input from its shareholders, and the CHCM Committee incorporates this feedback when making compensation decisions. We maintain an ongoing dialogue with the investment community.

Compensation Governance Practices

The Company has in place a number of executive compensation best practices and policies which promote sound compensation governance and are in the best interests of our shareholders:

What Guides Our Program

Philosophy and Objectives of Executive Compensation

Our executive compensation philosophy is to attract, motivate, and retain the executive talent needed to achieve the short-term and long-term goals of the Company while creating long-term shareholder value through

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the implementation of sound compensation principles and policies. These principles include paying for performance, ensuring equity, fairness and non-discrimination in pay and compensation risk mitigation.

Principal Elements of Compensation

Our executive compensation program includes three main elements: base salary, short-term cash incentives (as part of our MIP), and long-term equity compensation (granted pursuant to the Equity LTIP).

Pay Mix

The charts below show the target pay mix for the Company’s PEO, Mr. Rivers, and other current NEOs for fiscal year 2025. These charts illustrate that a majority of PEO target total direct compensation for 2025 is variable at 71%. The average target total direct compensation for our other current NEOs for 2025 is 64% variable. Variable compensation is represented by both MIP and annual equity grants at target. These charts do not include any one-time awards or grants.

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The Decision-Making Process

The Role of the Compensation and Human Capital Management Committee. The CHCM Committee is composed entirely of non-employee directors who meet the Nasdaq standards for independence, including the heightened standards applicable to compensation committee members. The CHCM Committee oversees executive compensation of the Company’s executive officers, including NEOs. The CHCM Committee regularly reviews the structure of our executive compensation program to ensure it aligns with Company strategy, philosophy, market practices, risk tolerance and the interests of Company shareholders. The CHCM Committee reviews compensation and performance of peer companies (detailed below) as it considers executive compensation. The CHCM Committee’s specific responsibilities are set forth in its charter, which can be found on the Company’s Investor Relations website at investor.easternbank.com under “Governance Documents” in the “Corporate Governance” section. The CHCM Committee approves all NEO compensation, other than that of the Executive Chair and CEO, including base salary, annual incentives and long-term incentives. The CHCM Committee recommends to the Board the Executive Chair and CEO’s compensation, which is then approved by the independent members of the Board.

The Role of Management. Select senior members of our management team attend regular meetings of the CHCM Committee at which executive compensation, Company performance, peer group, market and competitive compensation levels and compensation policies and practices are discussed. The CHCM Committee also meets in executive session without management members present. Only members of the CHCM Committee vote on decisions about compensation for the NEOs (other than the Executive Chair and CEO), and the independent members of the Board of Directors vote on our Executive Chair and CEO compensation. The Executive Chair and CEO are not involved in decisions or deliberations about their own compensation.

The Role of the Company’s Independent Compensation Consultant. The CHCM Committee has the authority to engage its own advisors to assist it in carrying out its responsibilities. As part of its oversight of executive compensation and director compensation, the CHCM Committee seeks input from its independent compensation consultant. In connection with 2025 executive compensation decisions, the CHCM Committee engaged Pearl Meyer as its independent compensation consultant to provide advice and market context regarding the competitiveness of our executive compensation program. The independent compensation consultant reports directly to the CHCM Committee and does not provide any other services to the Company. The CHCM Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC and Nasdaq listing rules. Based on this review and in reliance upon a letter from the firm confirming its independence based on factors set forth in the Nasdaq rules for compensation committee advisors, the CHCM Committee determined that Pearl Meyer is an independent advisor.

The Role of Peer Market Data. The CHCM Committee believes that a competitive pay package is a critical tool to attract and retain qualified executives. The CHCM Committee’s goal is to ensure that it continues to measure compensation practices against organizations similar to the Company in size and scope that compete with it for key executives, which are considered important benchmarks in our industry.

With the assistance of Pearl Meyer, the CHCM Committee uses a criteria-based approach in selecting peer companies that are used for the purpose of benchmarking executive compensation practices. The criteria include banks and thrifts on a national exchange, geography (U.S.-based and major metropolitan areas), financial institutions of similar size (assets and revenue generally ranging from 0.5x to 2.0x the Company’s size), similar loan and business mix, and comparable market capitalization. In the Spring of 2024, Pearl Meyer conducted an updated review of the Company’s compensation peer group and recommended the removal of PacWest Bancorp, due to the merger with Banc of California, and the addition of Associated Banc-Corp, an institution meeting the desired size profile and business model characteristics. Following the review of Pearl

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Meyer’s recommendations, the CHCM Committee approved the following 21 companies for the purpose of informing 2025 compensation decisions related to Company NEOs, all of which were publicly-traded commercial banks with assets between $17 billion and $49 billion as of March 31, 2024.

In addition to peer group data, the CHCM Committee also considers other factors when setting NEO compensation, including the skill sets and responsibilities of the NEOs, their individual performances, Company performance, retention risk, their tenure with the Company and non-Company experience, and succession planning.

2025 Compensation Decisions

Based on the Company’s performance for 2025 and consistent with the design of the Company’s executive compensation program and practices described above, the CHCM Committee (or the Board, with respect to Messrs. Rivers and Sheahan) made the following executive compensation decisions for fiscal year 2025.

Base Salary

Base salaries are set at a level to maintain market competitiveness in attracting and retaining highly skilled, talented executives. Base salaries of NEOs are reviewed annually by the CHCM Committee (or by the independent members of the Board of Directors, as to the Executive Chair and CEO) and any increases are driven primarily by a NEO’s demonstrated value to the organization and tenure in the position, as well as internal equity and market competitiveness considerations. Salaries are not increased annually as a matter of course. For example, Mr. Rivers salary has not increased for the sixth consecutive year, as the Company has increasingly focused on performance and equity-based compensation.

For 2025, none of the NEOs received base salary increases, except for Mr. Westermann, who received an increase of 4.2% reflecting his expanded position at the Company leading technology, digital and innovation strategy, operations, product and the consumer bank, ensuring technology and digital capabilities help drive growth and profitability in the consumer bank.

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Management Incentive Plan (“MIP”)

The MIP provides for the payment of annual cash incentive awards to the Company’s PEO, its other NEOs, members of its management committee, and select management employees (“Participants”). The CHCM Committee believes the MIP further aligns its executive officers’ incentives with shareholder value creation. Each year, a Participant is assigned a target award opportunity as a percentage of base salary, based in part on job responsibilities and market data. Actual award payouts are determined by measurement against one or more corporate performance measures and individual performance, as appropriate, and may range between 0% and 150% of target. Company performance measures are approved by the CHCM Committee, and performance goals with respect to such performance measures are established by the Board of Directors. Individual performance is determined by the CHCM Committee for NEOs and by the Board of Directors for the Executive Chair and CEO.

MIP Target Award Opportunities. No adjustments were made to NEO target MIP opportunities as a percentage of base salary in 2025. The annual target award opportunities for the NEOs in 2025 are set forth below.

MIP Funding Pool. All awards under the MIP (“MIP Awards”) are paid from a funding pool. The target funding pool (“Target Funding Pool”) is an amount equal to the sum of all Participants’ target awards for the year. After the end of the year, the CHCM Committee determines performance against the applicable company performance measures including consideration of whether minimum performance thresholds have been achieved. The funding pool from which MIP awards are actually paid (“Actual Funding Pool”) is based on the Target Funding Pool adjusted to reflect the Company’s performance against the pre-established measures for such year.

Individual MIP Awards are paid from the Actual Funding Pool and can be adjusted to reflect individual performance. Awards for the Company’s NEOs (other than the Executive Chair and CEO) are approved by the CHCM Committee, with input from the Executive Chair and CEO. Awards for the Executive Chair and CEO are approved by the independent members of the Board of Directors. The CHCM Committee and the independent members of the Board, as appropriate, determine the individual MIP payouts to executives based on the Actual Funding Pool and their individual performance.

2025 Company Performance Measure and Results. For 2025, the CHCM Committee approved Operating Net Income as the sole company performance measure under the MIP. The CHCM Committee believes that Operating Net Income provides a useful metric for measuring and understanding the Company’s core earnings performance. Operating Net Income, unlike GAAP net income, removes the impact of non-core items, providing a clearer and more transparent view of management’s execution against core earnings objectives established at the beginning of the year and improved year-over-year comparability. Excluding non-core items facilitates

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greater visibility for investors into the Company’s core business as well as underlying trends that may, to some extent, be obscured by inclusion of such items in the corresponding GAAP financial measures.

The CHCM Committee established the 2025 Operating Net Income target at $302.2 million based on 2025 budget, representing an over 50% increase over 2024 Operating Net Income results of $196.6 million. This increase reflects the Company’s larger size, expanded earnings profile and operating leverage following recent growth initiatives. The materially higher target continues to represent a robust and disciplined level of performance consistent with the Company’s focus on accountability and sustainable profitability. Linear interpolation is used for performance between threshold and maximum. Performance below the established threshold results in no award payouts under the MIP, reinforcing meaningful downside risk.

The following table shows the financial performance requirements established by the CHCM Committee to fund the MIP pool at threshold (50% of Target Funding Pool), target (100%), and maximum (150%), along with actual results for 2025:

As described above in the “Business Overview” section of this CD&A, 2025 Operating Net Income results were $318.0 million, resulting in an Actual Funding Pool of 110% of target.

2025 MIP Award Payouts. The table below summarizes the 2025 MIP awards earned by each of the NEOs. As reflected below, the majority of NEOs received awards based solely on the Actual Funding Pool of 110% of target. Due to his exceptional performance in 2025 in leading the successful integration of HarborOne Bank, the rollout of Salesforce across the Company and the deeper integration of consumer banking, product and technology to drive growth, the PEO recommended, and the CHCM approved a larger MIP award payout to Mr. Westermann based on his individual performance, in accordance with the MIP plan.

Long-Term Equity Compensation (“Equity LTIP”)

Equity LTIP awards for 2025 were structured to reflect the CHCM Committee’s commitment to a long-term incentive program that incentivizes executives to execute on longer-term financial goals that drive shareholder value creation and supports the Company’s leadership retention objectives. Equity LTIP awards are delivered using a mix of performance-based and time-based equity vehicles. Following vesting, shares are delivered net of any shares withheld to meet the recipient’s tax obligations. The 2025 awards were structured as follows:

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The table below shows the annual target Equity LTIP award values granted in fiscal year 2025 for each of the NEOs:

A Closer Look at PSUs

To strengthen alignment between executive compensation and the Company’s long-term strategic priorities, the CHCM Committee approved a revised PSU design for awards granted in 2025. Under this design, PSU performance will be measured at the end of a three-year period (January 1, 2025 – December 31, 2027) based on a balanced combination of relative TSR market performance and pre-established, absolute financial goals. The following table summarizes each performance measure, its weighting, and its purpose within the program.

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Note: Payouts are linearly interpolated for performance between threshold and maximum.

The Committee recognizes that Operating Net Income is also used as the performance measure under the annual MIP. Its inclusion in both the short- and long-term incentive programs aligns with the Company’s strategy: while the MIP evaluates one-year results against the annual operating plan, the PSU metric measures Operating Net Income at the end of a three-year period to promote sustained earnings growth and disciplined expense management across cycles. In the long-term plan, Operating Net Income performance is assessed together with Operating ROATCE to balance growth in earnings with efficient use of capital, along with relative TSR. In 2026, the CHCM Committee will continue to assess the use of Operating Net Income in both the annual and long-term incentive programs, including whether its application and weighting remains appropriate to support sustainable performance and align executive incentives with shareholder interests.

While the Company believes in transparency and discloses as much information to shareholders as is necessary to understand our executive compensation structure, we believe that disclosing the specific levels of required performance for the Growth In Operating Net Income and Operating Return on Average Tangible Common Equity on a prospective basis would provide competitors with insight regarding confidential business and strategic plans, without meaningfully adding to shareholder understanding. We disclose actual levels of performance against the pre-established goals on a retrospective basis as PSU awards vest each year.

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PSUs Earned and Vested in 2025 (January 1, 2023 - December 31, 2025)

The PSUs earned for the 2023–2025 performance period under the Equity LTIP were based solely on the Company’s TSR relative to the KRX Banks, with payout opportunities ranging from 25% of target for threshold performance to 150% of target for maximum performance. No PSUs would be earned if performance fell below the threshold level, and consistent with the design of prior awards, if the Company’s absolute TSR was negative for the period, any earned payout was capped at target regardless of relative performance.

* Subject to linear interpolation between performance levels if threshold is achieved.

Other Compensation Practices, Policies and Guidelines

Stock Ownership Guidelines

The Company’s Board of Directors believes that the Company’s most senior executives (including its NEOs) should hold meaningful equity ownership positions in the Company, in part to align the NEOs’ interests with those of the Company’s shareholders. Under the management stock ownership guidelines, each NEO is required to hold shares of the Company’s stock as set forth below:

To attain this ownership threshold, each NEO will have the longer of five (5) years from (i) the date of implementation of the stock ownership guidelines (September 2021), or (ii) the date that a NEO becomes a member of the Company’s management committee. There shall be a one-year holding period for 50% of a NEO’s vested shares (except in order to satisfy tax withholding obligations or to satisfy payment of an option exercise price) until the NEO has met, and continues to meet, his or her applicable minimum holding requirement.

Holdings that satisfy a NEO’s stock ownership requirement include all outstanding shares held, shares held through a 401(k), savings and profit-sharing plans, and all unvested time-based RSUs awarded to a NEO. Unvested awards of PSUs, stock options, warrants or other rights not listed above exercisable for or convertible into shares of common stock do not count towards satisfying the ownership requirement unless and until shares under such awards are issued to a NEO.

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Compliance with stock ownership guidelines is evaluated annually. A NEO is not required to purchase additional shares to satisfy the applicable ownership requirement in the event of a decline in the Company’s stock price, but the NEO is generally prohibited from selling or transferring shares until the minimum ownership requirement has been achieved, except as otherwise determined by the CHCM Committee. All NEOs employed as of December 31, 2025, met or were on track to meet the stock ownership guidelines.

Clawback Policy

The Company has a formal Clawback Policy that adheres to the listing standards of the Nasdaq and the rules of the SEC (the “Clawback Policy”). This policy empowers the CHCM Committee to recoup cash and equity incentive-based compensation received by executive officers and other covered employees in the event the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements under federal securities laws. Under the Clawback Policy, the CHCM Committee will require recoupment from an executive officer if it determines that incentive-based compensation received by the executive officer exceeds the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated amounts.

Anti-Hedging and Anti-Pledging Policy

The Company has an Insider Trading Policy that, among other things, prohibits all our employees (including officers) and directors from engaging in hedging or other speculative transactions relating to shares of the Company’s stock. Prohibited transactions include short sales, derivative securities (such as put and call options, or other similar instruments) and other hedging transactions (such as equity swaps, prepaid variable forwards, or similar instruments), or any transactions that have or are designed to have the effect of hedging or offsetting any decrease in the market value of the Company’s securities. In addition, Section 16 officers and directors are generally prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan. The Company believes that its insider trading policy is reasonably designed to promote compliance by the Company and persons covered by the policy with insider trading laws, rules and regulations, as well as Nasdaq listing standards applicable to the Company.

Double Trigger Change in Control Agreements

The Company has entered into change in control agreements (“CiC Agreements”) with the NEOs and its most senior executive officers. With certain exceptions noted below, the CiC Agreements are substantially similar to each other, and provide that if, during a potential change in control period or within 18 months after the consummation of a change in control, the executive’s employment is involuntarily terminated for reasons other than for “cause,” disability or death, or the executive voluntarily resigns for “good reason,” the executive would be entitled to a lump sum severance payment equal to a multiple of (a) his or her base salary, plus (b) the greater of the executive’s annual bonus for the year in which the termination occurred and the average of the executive’s bonuses for the three years immediately preceding the year in which the termination occurred. For Messrs. Rivers, Sheahan and Miller, the applicable multiplier is 300%; for each of the other executives who are current officers of the Company (Mr. Rosato and Mr. Westermann), the multiplier is 200%. As noted above, any payment required under the CiC Agreements will be reduced to the extent necessary to avoid penalties under (“Section 280G”) of the Internal Revenue Code of 1986, as amended (the “Code”), but only if such reduction would result in a higher after-tax amount to the executive. In exchange for the lump sum severance payments and other benefits, the CiC Agreements provide for certain post-employment obligations with respect to the executive’s ability to compete with the Company and solicit our employees or customers.

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In addition, if the NEO was participating in the Company’s group health and dental plans immediately prior to the their termination and elects COBRA health continuation, then the Company shall pay to the NEO a monthly cash payment for 18 months or the NEO’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health and dental insurance to the NEO if the NEO had remained employed by the Company. The Company will use commercially reasonable efforts to provide for such payments in a manner that allows the NEO to exclude such payments from income, unless the NEO’s COBRA health continuation period ends prior to the end of the eighteen-month payment period or the Company reasonably determines such payment to be discriminatory under Section 105(h) of the Code.

No Tax Gross Ups

The CHCM Committee has determined that no tax gross-ups for purposes of excess parachute payments under Section 280G shall be provided to our executives as part of our executive compensation program. The dollar amount of the severance payment due under the CiC Agreements (as defined and further described below) will not be reduced in order to avoid an excess parachute payment under Section 280G, except in circumstances in which the application of the excise tax under Section 4999 of the Code (“Section 4999”) on the full amount of severance and other compensation deemed to be an excess parachute payment under Section 280G would leave the executive with a lower net after-tax amount than having the severance and other compensation reduced to the extent necessary so the excise tax would not apply. In circumstances in which the amount of severance and other compensation deemed to be a parachute payment under Section 280G is not reduced, the executive would owe the excise tax under Section 4999 and would not be entitled to a gross-up or reimbursement of that excise tax payment under his or her CiC Agreement.

Severance Agreements

The provision of reasonable severance benefits can be important in recruiting and retaining key executives. Thus, the Company has in place separate agreements with three NEOs, Messrs. Rivers, Sheahan and Miller, governing certain terms of their employment with and separation from the Company in circumstances not involving a change in control of Eastern. Under the terms of those agreements, in the event an executive is terminated for cause, the executive will receive all earned but unpaid salary, all accrued but unused vacation pay, vested and accrued bonuses or other incentive compensation, and reimbursements for any reasonable, necessary and properly documented expenses. In the event of termination without cause, in addition to the payments outlined above, the Company will pay to the executive within 60 days of his termination a lump sum payment equal to 200% of his annual base compensation plus a prorated share of the annual incentive payment to which the executive would have been eligible under the MIP (described above) during the calendar year in which the termination date falls. If Messrs. Rivers or Sheahan elects COBRA coverage, each will also receive 24 months of continued participation in Eastern group health and dental insurance plans, with Eastern Bank paying or reimbursing Messrs. Rivers and Sheahan for the cost of such premiums, and Mr. Miller will receive a lump sum payment equivalent to 24x the amount of Eastern’s standard monthly contributions to Mr. Miller’s Eastern Bank group health and dental insurance premiums. The agreements provide for certain restrictive covenant obligations, which include each of Messrs. Rivers, Sheahan and Miller agreeing not to solicit customers and employees of Eastern Bank during their employment with Eastern Bank and continuing for a period ending 24 months following their termination of employment. In addition, Mr. Miller’s agreement also specifies that while he is employed, he will receive an annual base salary of not less than $450,000 (subject to adjustment), discretionary incentive and/or bonus compensation, and participation on generally applicable terms and conditions in other compensation and fringe benefit plans, an automobile allowance of $700 each month, and reimbursement of country club membership fees, if sought. Mr. Rivers’ agreement does not address compensation or benefits during employment.

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COMPENSATION AND HUMAN CAPITAL MANAGEMENT REPORT

The Compensation and Human Capital Management Committee of our Board of Directors has reviewed and discussed the preceding Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation and Human Capital Management Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

By the Compensation and Human Capital Management Committee of the Board of Directors,

Joseph T. Chung (Chair)

Diane S. Hessan

Deborah L. Jackson

Peter K. Markell

Cathleen A. Schmidt

PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Compensation Discussion and Analysis section of this Proxy Statement describes the Company’s executive compensation program and the compensation decisions that the Compensation and Human Capital Management Committee and Board of Directors made in 2025 with respect to the compensation of Company NEOs. The Board of Directors is asking shareholders to cast a non-binding, advisory vote FOR the following resolution:

As described in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation is designed to closely align the interests of Company NEOs with those of Company shareholders on both a short-term and long-term basis, and to attract and retain key executives critical to the Company’s success.

We urge shareholders to read the Compensation Discussion and Analysis section of this Proxy Statement and to review the 2025 Summary Compensation Table and related compensation tables and discussion, which provide detailed information on the Company’s executive compensation policies and practices. The Company is committed to ensuring it receives timely feedback from shareholders on their alignment with the Company’s executive compensation practices.

Recommendation

Our Board of Directors recommends a vote FOR Proposal 2.

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EXECUTIVE COMPENSATION

2025 Summary Compensation Table

The table below sets forth the total compensation paid to, or earned by, the Company’s NEOs for the years ended December 31, 2025, 2024 and 2023 in accordance with applicable SEC rules.

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