grepcent public filings, reorganized for comparison

Eastern Bankshares, Inc. (EBC) FY 2024 MD&A

Verbatim Item 7 Management's Discussion and Analysis from Eastern Bankshares, Inc.'s 10-K for fiscal year 2024. Filing date: 2025-02-27. Report date: 2024-12-31. Accession: 0001628280-25-008583.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high.

Company profile: EBC · All MD&A years: index · Previous year: FY 2023 · Next year: FY 2025

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including, but not limited to, those discussed under Part I, Item 1A, “Risk Factors” appearing elsewhere in this Annual Report on Form 10-K.

Overview

We are a bank holding company, and our principal subsidiary, Eastern Bank, is a Massachusetts-chartered bank that has served the banking needs of our customers since 1818. Our business philosophy is to operate as a diversified financial services enterprise providing a broad array of banking and other financial services primarily to retail, commercial and small business customers. We had total assets of $25.6 billion and $21.1 billion at December 31, 2024 and 2023, respectively. We are subject to comprehensive regulation and examination by the Massachusetts Commissioner of Banks, the New Hampshire Banking Department, the FDIC, the Federal Reserve Board and the Consumer Financial Protection Bureau. Our business consists of a full range of banking, lending (commercial, residential and consumer), savings and small business offerings, including our wealth management and trust operations that we conduct through our Cambridge Trust Wealth Management division. Previously, our wealth management and trust operations were conducted through Eastern Wealth Management. Following our merger with Cambridge Bancorp, described further below, the wealth management divisions of both banks now operate under the “Cambridge Trust Wealth Management, a division of Eastern Bank,” brand name.

On July 12, 2024, we completed our previously announced merger with Cambridge and Cambridge Trust. In accordance with the terms of the definitive merger agreement, through which we agreed to acquire Cambridge through a merger with the Company as the surviving entity, each share of Cambridge common stock was exchanged for 4.956 shares of our common stock. The transaction qualified as a tax-free reorganization for federal income tax purposes and provided Cambridge shareholders with a tax-free exchange of their shares of Cambridge common stock in exchange for our common stock as the consideration they received in the merger. We issued 38.9 million shares of our common stock in the exchange which resulted in a transaction value of approximately $580.6 million based upon the closing price of our common stock on July 12, 2024 of $14.87 per share.

Cambridge, a Massachusetts corporation, was a federally registered bank holding company headquartered in Cambridge, Massachusetts. Cambridge Trust, a Massachusetts-chartered trust company formed in 1890, was a wholly-owned subsidiary of Cambridge that operated through a network of 18 full-service banking offices in eastern Massachusetts and New Hampshire with $5.3 billion in total assets and $3.9 billion in deposits as of July 12, 2024. Cambridge’s core services also included wealth management. Through its wealth management group, which had offices in Massachusetts and New Hampshire, it offered comprehensive investment management, as well as trust administration, estate settlement, and financial planning services. Cambridge had assets under management and administration of approximately $5.0 billion as of July 12, 2024. Cambridge Trust’s wholly owned subsidiary, Cambridge Trust Company of New Hampshire Inc. (“CTCNH”), offered trust services pursuant to New Hampshire law and was regulated by the New Hampshire Banking Department. CTCNH is now a subsidiary of Eastern Bank.

In recent years, we managed our business under two business segments: our banking business and our insurance agency business. On October 31, 2023, we sold substantially all of the assets and transferred certain liabilities of our insurance agency business. In the third quarter of 2023, following management’s decision to sell our insurance agency business, we reclassified the related assets and liabilities to assets and liabilities of discontinued operations, respectively, on our Consolidated Balance Sheets. Accordingly, the results of discontinued operations were reclassified to “net income from discontinued operations” on our Consolidated Statements of Income. For additional discussion of discontinued operations, refer to Note 23, “Discontinued Operations” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. The following discussion excludes amounts reported as discontinued operations.

Net income from continuing operations for the year ended December 31, 2024, computed in accordance with GAAP, was $119.6 million, as compared to a net loss from continuing operations of $62.7 million for the year ended December 31, 2023. The net loss from continuing operations for the year ended December 31, 2023 and subsequent increase to net income during the year ended December 31, 2024 was primarily due to the sale of available for sale securities at a loss in connection with our balance sheet repositioning completed in March 2023. Partially offsetting the increase to net income for the year ended December 31, 2024 were one-time expenses associated with our merger with Cambridge including the allowance for loan losses associated with non-purchased credit deteriorated (“PCD”) loans, which was recorded subsequent to the completion of the

49

merger and is hereafter referred to as the “non-PCD loan day-2” provision for the allowance for loan losses, and merger and acquisition expenses recorded.

Net income from continuing operations for the year ended December 31, 2024 and net loss from continuing operations for the year ended December 31, 2023 included items that our management considers non-core, which management excludes for purposes of assessing our operating net income, a non-GAAP financial measure. Operating net income for the year ended December 31, 2024 was $192.6 million compared to $163.2 million for the year ended December 31, 2023. This increase was primarily due to increased net interest income and noninterest income on an operating basis for the year ended December 31, 2024 compared to year ended December 31, 2023 partially offset by an increase in noninterest expense on an operating basis over the same period. See “Non-GAAP Financial Measures” and “Results of Operations” below for a reconciliation of operating net income to net income on a GAAP basis and further discussion of noninterest income and noninterest expense.

The following chart shows our basic earnings per share from continuing operations on a GAAP and operating (non-GAAP) basis over the past four years (refer to the “Non-GAAP Financial Measures” section below for a reconciliation of GAAP earnings to operating earnings):

Earnings (loss) per share from continuing operations, on a GAAP basis, increased from $(0.39) for the year ended December 31, 2023 to $0.66 for the year ended December 31, 2024. The loss per share from continuing operations for the year ended December 31, 2023 was a result of a loss on sale of AFS securities in March 2023, which was part of our balance sheet repositioning, as described above.

Operating earnings per share increased from $1.01 for the year ended December 31, 2023 to $1.06 for the year ended December 31, 2024, a 5.8% increase. The increase was primarily due to an increase net interest income and noninterest income on an operating basis which were partially offset by an increase in noninterest expense on an operating basis. Refer to the“Results of Operations” section below for additional discussion of the changes in net interest income, noninterest income and noninterest expense.

50

The following chart shows our efficiency ratio on a GAAP and operating (non-GAAP) basis over the past five years (refer to the “Non-GAAP Financial Measures” section below for additional information on the determination of each measure):

Both the GAAP efficiency ratio and non-GAAP operating efficiency ratio decreased during the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease in the GAAP efficiency ratio is primarily due to lower security losses during the year ended December 31, 2024 compared to year ended December 31, 2023. The decrease in the non-GAAP operating efficiency ratio was primarily due to increased net interest income and increased noninterest income on an operating basis which increased at a greater rate than noninterest expenses on an operating basis. Refer to the “Results of Operations” section below for additional discussion of the changes in net interest income, noninterest income and noninterest expense.

Outlook and Trends

Interest Rates

Beginning in March 2022, the Federal Open Market Committee (“FOMC”) voted to increase the federal funds rate multiple times from a range of 0.00% to 0.25% to a range of 5.25% to 5.50% on July 26, 2023, when the FOMC stated that it will continue to assess additional information and its implications for monetary policy. At its meeting on September 18, 2024, the FOMC decided to lower the target range for the federal funds rate by 50 basis points from the range set at its July 26, 2023 meeting to a range of 4.75% to 5.00%. At its meeting on November 7, 2024, the FOMC then decided to lower the target range for the federal funds rate by 25 basis points to a range of 4.50% to 4.75%. At its most recent meeting on January 29, 2025, the FOMC decided to maintain the target range for the federal funds rate at the range established following its November 7, 2024 meeting and indicated, in considering the extent and timing of additional adjustments to the target range for the federal funds rate, it will carefully assess incoming data, the evolving outlook, and the balance of risks. The FOMC further indicated it is strongly committed to supporting maximum employment and reducing the annual inflation rate to its 2 percent objective.

Inevitably, not all of our interest rate-sensitive assets and liabilities will re-price simultaneously and in equal volume in response to changes in the federal funds rate, and therefore the potential for interest rate exposure exists. Management believes that several factors will affect the actual impact of interest rate changes on our balance sheet and operating results, including, but not limited to, actual changes in interest rates or expectations of future changes, the degree of volatility in the securities markets, inflation rates or expectations of inflation, and the slope of the interest rate yield curve. We attempt to manage interest rate risk by identifying, quantifying, and, where appropriate, hedging our exposure. Approximately 31% of the outstanding principal balance of our loans, gross of outstanding interest rate swaps as described further below, as of December 31, 2024 was indexed to a market rate that is expected to reprice with similar magnitude and direction as the federal

51

funds rate. A portion of these loans have been hedged using interest rate swaps to convert the floating rate interest receipts to a fixed rate. The notional amount of floating rate loans swapped totaled $2.4 billion as of December 31, 2024, representing approximately 13% of the outstanding principal balance of our loans at that date. For more detail regarding such hedging financial instruments, refer to Note 18, “Derivative Financial Instruments” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. Refer to the section titled “Management of Market Risk” within this Item 7 for additional discussion including the estimated change to our net interest income under interest rate risk measurement methodologies that use a variety of hypothetical scenarios assuming immediate and parallel changes in interest rates that may not reflect the manner in which actual yields and costs respond to changes in market interest rates.

Non-GAAP Financial Measures

We present certain non-GAAP financial measures, which management uses to evaluate our performance, and which exclude the effects of certain transactions, non-cash items and GAAP adjustments that we believe are unrelated to our core business and are therefore not necessarily indicative of our current performance or financial position. Management believes excluding these items facilitates greater visibility for investors into our 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. Except as otherwise indicated, the information presented for the years ended December 31, 2023, 2022, 2021, and 2020 within this section excludes discontinued operations. Refer to Note 23, “Discontinued Operations” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for further discussion regarding discontinued operations.

There are items in our financial statements that impact our results but which we believe are unrelated to our core business. Accordingly, we present operating net income, noninterest income on an operating basis, noninterest expense on an operating basis, total operating revenue, operating earnings per share, tangible net income to average tangible shareholders’ equity, tangible operating net income to average tangible shareholders’ equity, tangible book value per share, and the operating efficiency ratio, each of which excludes the impact of such items because we believe such exclusion can provide greater visibility into our core business and underlying trends. Such items that we do not consider to be core to our business include (i) income and expenses from investments held in rabbi trusts, (ii) gains and losses on sales of securities available for sale, net, (iii) gains and losses on the sale of other equity investments, (iv) gains and losses on the sale of other assets, (v) rabbi trust employee benefits expense, (vi) impairment charges on tax credit investments and associated tax credit benefits, (vii) expenses indirectly associated with our IPO, (viii) other real estate owned (“OREO”) gains, (ix) merger and acquisition expenses, including the “day-2” provision for allowance for loan losses for non-PCD acquired loans, (x) the stock donation to the Eastern Bank Foundation (the “Foundation”) in connection with our mutual-to-stock conversion and IPO, (xi) settlement of putative consumer class action litigation matters related to overdraft and non-sufficient fund fees, and associated settlement expenses, (xii) the non-cash pension settlement charge recognized related to our Defined Benefit Plan, and (xiii) certain discrete tax items.

We also present tangible shareholders’ equity, tangible assets, the ratio of tangible shareholders’ equity to tangible assets, average tangible shareholders’ equity, the ratios of tangible net income (loss) from continuing operations and tangible operating net income to average tangible shareholders’ equity and tangible book value per share, each of which excludes the impact of goodwill and other intangible assets, as we believe these financial measures provide investors with the ability to further assess our performance, identify trends in our core business and provide a comparison of our capital adequacy to other companies. We have included the tangible ratios because management believes that investors may find it useful to have access to the same analytical tools used by management to assess performance and identify trends.

In the third quarter of 2024, we changed our return on average tangible shareholders’ equity and operating return on average tangible shareholders’ equity computations to utilize tangible net income (loss) from continuing operations and tangible operating net income, respectively, in the numerators of the computations. Tangible net income (loss) from continuing operations excludes the amortization of intangible assets and the related tax effect and tangible operating net income excludes, in addition to the adjustments to derive operating net income, the amortization of intangible assets and related tax effect. In addition, in the third quarter of 2024, we changed the computation of our operating efficiency ratio to exclude, in addition to the adjustments made to operating net income, the amortization of intangible assets. Management believes the changes to such ratios result in a more meaningful measure of our financial performance and such measures are used by management when analyzing corporate performance.

Our non-GAAP financial measures should not be considered as an alternative or substitute to GAAP net income (loss), or as an indication of our cash flows from operating activities, a measure of our liquidity or an indication of funds available for our cash needs. An item which we consider to be non-core and exclude when computing these non-GAAP financial measures can be of substantial importance to our results for any particular period. In addition, our methodology for calculating non-GAAP financial measures may differ from the methodologies employed by other companies to calculate the same or similar performance measures and, accordingly, our reported non-GAAP financial measures may not be comparable to the same or similar performance measures reported by other companies.

52

The following table summarizes the impact of non-core items recorded for the time periods indicated below and reconciles them to the most directly comparable GAAP financial measure.

For the Year Ended December 31,
202420232022
(Dollars in thousands, except per share data)
Net income (loss) from continuing operations (GAAP)$119,561$(62,689)$186,511
Non-GAAP adjustments:
Add:
Provision for non-PCD acquired loans40,899
Noninterest income components:
(Income) losses from investments held in rabbi trusts(9,675)(9,305)10,762
Losses on sales of securities available for sale, net16,798333,1703,157
Gain on sale of other equity investment(9,291)
Losses (gains) on sales of other assets2,6203(1,365)
Noninterest expense components:
Rabbi trust employee benefit expense (income)4,2413,742(5,161)
Merger and acquisition expenses (1)36,6645,495
Defined Benefit Plan settlement loss (2)12,045
Total impact of non-GAAP adjustments82,256333,10519,438
Less net tax benefit associated with non-GAAP adjustment (3)9,221107,2306,047
Non-GAAP adjustments, net of tax$73,035$225,875$13,391
Operating net income (non-GAAP)$192,596$163,186$199,902
Weighted average common shares outstanding during the period:
Basic181,126,320162,293,020165,510,357
Diluted182,181,073162,403,097165,648,571
Earnings (loss) per share from continuing operations, basic$0.66$(0.39)$1.13
Earnings (loss) per share from continuing operations, diluted$0.66$(0.39)$1.13
Operating earnings per share, basic (non-GAAP)$1.06$1.01$1.21
Operating earnings per share, diluted (non-GAAP)$1.06$1.00$1.21

(1)Comprised of merger and acquisition expenses incurred related to our acquisitions of Cambridge and Century Bancorp, Inc. (“Century”). Merger and acquisition expenses previously reported for the year ended December 31, 2022 related to acquisitions by Eastern Insurance Group were excluded from the above table as they were reclassified to discontinued operations. Refer to Note 23, “Discontinued Operations” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for additional discussion.

(2)Represents a non-cash settlement loss for the year ended December 31, 2022 related to the Defined Benefit Plan. For additional information, refer to Note 15, “Employee Benefits” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

(3)The net tax benefit amount for the year ended December 31, 2023 primarily resulted from the sale of securities classified as available for sale in the first quarter of 2023 and a $23.7 million tax benefit resulting from the transfer of certain securities from Market Street Securities Corp., a wholly owned subsidiary which was liquidated during the first quarter of 2023, to Eastern Bank.

53

The following table summarizes the impact of non-core items with respect to our total revenue, noninterest income (loss), noninterest expense and the efficiency ratio, which reconciles to the most directly comparable respective GAAP financial measure, for the periods indicated:

For the Year Ended December 31,
20242023202220212020
(Dollars in thousands)
Net interest income (GAAP)$607,597$550,409$568,054$429,827$401,251
Add:
Tax-equivalent adjustment (non-GAAP)(1)18,62017,18112,7366,0935,472
Fully-taxable equivalent net interest income (non-GAAP)626,217567,590580,790435,920406,723
Noninterest income (loss) (GAAP)123,917(237,753)76,75097,43783,679
Less:
Income (losses) from investments held in rabbi trusts9,6759,305(10,762)10,21710,337
(Losses) gains on sales of securities available for sale, net(16,798)(333,170)(3,157)1,166288
Gain on sale of other equity investment9,291
(Losses) gains on sales of other assets(2,620)(3)1,36526(136)
Noninterest income on an operating basis (non-GAAP)124,36986,11589,30486,02873,190
Noninterest expense (GAAP)$508,368$418,602$388,649$360,955$429,491
Less:
Rabbi trust employee benefit expense (income)4,2413,742(5,161)5,5154,789
(Reversal of) impairment charge on tax credit investments(170)10,779
Indirect IPO costs (2)1,199
Merger and acquisition expenses (3)36,6645,49535,456
Settlement and expenses for putative consumer class action matters3,325
Defined Benefit Plan settlement loss12,045
Stock donation to the Eastern Bank Foundation91,287
Plus:
Gain on sale of other real estate owned87606
Noninterest expense on an operating basis (non-GAAP)467,463409,365381,765316,916322,043
Less: Amortization of intangible assets14,5691,8041,198219596
Noninterest expense for calculation of operating efficiency ratio (non-GAAP)$452,894$407,561$380,567$316,697$321,447
Total revenue from continuing operations (GAAP)$731,514$312,656$644,804$527,264$484,930
Total operating revenue (non-GAAP)$750,586$653,705$670,094$521,948$479,913
Ratios
Efficiency ratio (GAAP)69.50%133.89%60.27%68.46%88.57%
Operating efficiency ratio (non-GAAP)60.34%62.35%56.79%60.68%66.98%

(1)Interest income on tax-exempt loans and investment securities has been adjusted to an FTE basis using a marginal tax rate of 21.8% for the year ended December 31, 2024, 21.8% for the year ended December 31, 2023, 21.6% for the year ended December 31, 2022, 21.0% for the year ended December 31, 2021, and 21.8% for the year ended December 31, 2020.

(2)Reflects costs associated with the IPO that were indirectly related to the IPO and were not recorded as a reduction of capital.

(3)Comprised of merger and acquisition expenses incurred related to our acquisition of Cambridge and Century. Merger and acquisition expenses previously reported for the years ended December 31, 2022, 2021, and 2020 related to acquisitions by Eastern Insurance Group were excluded from the above table as they were reclassified to discontinued operations. Refer to Note 23, “Discontinued

54

Operations” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

The following table summarizes the calculation of our tangible shareholders’ equity, tangible assets, the ratio of tangible shareholders’ equity to tangible assets, and tangible book value per share, which reconciles to the most directly comparable respective GAAP measure, as of the dates indicated:

As of December 31,
20242023202220212020
(Dollars in thousands, except per share data)
Tangible shareholders’ equity:
Total shareholders’ equity (GAAP)$3,611,967$2,974,855$2,471,790$3,406,352$3,428,052
Less: Goodwill and other intangibles (1)1,050,158566,205661,126649,703376,534
Tangible shareholders’ equity (non-GAAP)2,561,8092,408,6501,810,6642,756,6493,051,518
Tangible assets:
Total assets (GAAP)25,557,88021,133,27822,646,85823,512,12815,964,190
Less: Goodwill and other intangibles (1)1,050,158566,205661,126649,703376,534
Tangible assets (non-GAAP)$24,507,722$20,567,073$21,985,732$22,862,425$15,587,656
Shareholders’ equity to assets ratio (GAAP)14.1%14.1%10.9%14.5%21.5%
Tangible shareholders’ equity to tangible assets ratio (non-GAAP)10.5%11.7%8.2%12.1%19.6%
Book value per share:
Common shares issued and outstanding213,909,472176,426,993176,172,073186,305,332186,758,154
Book value per share (GAAP)$16.89$16.86$14.03$18.28$18.36
Tangible book value per share (non-GAAP)$11.98$13.65$10.28$14.80$16.34

(1)Includes goodwill and other intangible assets which were associated with our insurance agency business for the years ended December 31, 2022, 2021, and 2020.

The following table summarizes the calculation of our average tangible shareholders’ equity and ratio of net income (loss) from continuing operations and operating net income to average tangible shareholders’ equity (“operating return

55

on average tangible shareholders’ equity”), which reconciles to the most directly comparable GAAP measure, for the periods indicated:

As of December 31,
20242023202220212020
(Dollars in thousands)
Net income (loss) from continuing operations (GAAP)$119,561$(62,689)$186,511$145,531$8,861
Add: Amortization of intangible assets14,5691,8041,198219596
Less: Tax effect of amortization of intangible assets (3)4,03650933762168
Tangible net (loss) income from continuing operations (non-GAAP)$130,094$(61,394)$187,372$145,688$9,289
Operating net income (non-GAAP) (1)$192,596$163,186$199,902$157,140$88,276
Add: Amortization of intangible assets14,5691,8041,198219596
Less: Tax effect of amortization of intangible assets (3)4,03650933762168
Tangible operating net income (non-GAAP)$203,129$164,481$200,763$157,297$88,704
Average tangible shareholders’ equity:
Average total shareholders’ equity (GAAP)$3,268,863$2,571,001$2,831,533$3,424,570$2,040,156
Less: Average goodwill and other intangibles (2)791,489643,977655,653414,441376,706
Average tangible shareholders’ equity (non-GAAP)$2,477,374$1,927,024$2,175,880$3,010,129$1,663,450
Ratios:
Return (loss) on average total shareholders’ equity (GAAP)3.66%(2.44)%6.59%4.25%0.43%
Return (loss) on average tangible shareholders’ equity (non-GAAP)5.25%(3.19)%8.61%4.84%0.56%
Operating return on average tangible shareholders’ equity (non-GAAP)8.20%8.54%9.23%5.23%5.33%

(1)Refer to the table above within this “Non-GAAP Financial Measures” section for a reconciliation of operating net income to net income.

(2)Includes goodwill and other intangible assets included in assets of discontinued operations within the Company’s Consolidated Balance Sheets for the years ended December 31, 2023, 2022, 2021, and 2020.

(3)The tax effect of amortization of intangible assets was calculated using our combined statutory tax rate of 27.7%for the year ended December 31, 2024, 28.2% for the year ended December 31, 2023, and 28.1% for the years ended December 31, 2022, 2021, and 2020.

Financial Position

Summary of Financial Position

As of December 31,Change
20242023Amount ($)Percentage (%)
(Dollars in thousands)
Cash and cash equivalents$1,006,880$693,076$313,80445.3%
Securities available for sale4,021,5984,407,521(385,923)(8.8)%
Securities held to maturity420,715449,721(29,006)(6.4)%
Loans, net of allowance for loan losses17,549,40213,799,3673,750,03527.2%
Federal Home Loan Bank stock5,8655,904(39)(0.7)%
Goodwill and other intangibles, net1,050,158566,205483,95385.5%
Deposits21,291,61917,596,2173,695,40221.0%
Borrowed funds93,90048,21645,68494.7%

56

Cash and cash equivalents

Total cash and cash equivalents increased by $313.8 million, or 45.3%, to $1.0 billion at December 31, 2024 from $693.1 million at December 31, 2023. This increase was primarily due to proceeds from the sale of AFS securities of $1.1 billion and proceeds from maturities and principal paydowns of AFS and HTM securities of $0.4 billion. Partially offsetting these increases were net repayments of FHLB advances of $739.9 million, which includes repayment of advances assumed in connection with our merger with Cambridge, a net decrease in deposits, excluding deposits acquired from Cambridge, of $178.3 million, and a net increase in gross loans, excluding loans acquired from Cambridge, of $171.0 million during the year ended December 31, 2024. For further discussion of the change in securities, loans, and deposits, refer to the later “Securities,” “Loans,” and “Deposits” sections in this Item 7. For further information regarding our merger with Cambridge, refer to Note 3, “Mergers and Acquisitions” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

Securities

Our current investment policy authorizes us to invest in various types of investment securities and liquid assets, including U.S. Treasury obligations, securities of government-sponsored enterprises, mortgage-backed securities, collateralized mortgage obligations, corporate notes, asset-backed securities and state and municipal securities. The Risk Management Committee of our Board of Directors is responsible for approving and overseeing our investment policy, which it reviews at least annually. This policy dictates that investment decisions be made based on the safety of the investment, liquidity requirements, potential returns and market risk considerations. We do not engage in any investment hedging activities or trading activities, nor do we purchase any high-risk investment products. We typically invest in the following types of securities:

U.S. government securities: Our U.S. government securities consists of U.S. Agency bonds and U.S. Treasury securities. We maintain these investments, to the extent appropriate, for liquidity purposes, at zero risk weighting for capital purposes, and as collateral for interest rate derivative positions. U.S. Agency bonds include securities issued by Fannie Mae, Freddie Mac, the FHLB, and the Federal Farm Credit Bureau.

Mortgage-backed securities: We invest in residential and commercial mortgage-backed securities insured or guaranteed by Freddie Mac, Ginnie Mae or Fannie Mae, including collateralized mortgage obligations. We have not purchased any privately-issued mortgage-backed securities. We invest in mortgage-backed securities to achieve a positive interest rate spread with minimal administrative expense, and to lower our credit risk as a result of the guarantees provided by Freddie Mac, Ginnie Mae or Fannie Mae.

Investments in residential mortgage-backed securities involve a risk that actual payments will be greater or less than the prepayment rate estimated at the time of purchase, which may require adjustments to the amortization of any premium or accretion of any discount relating to such interests, thereby affecting the net yield on our securities. We periodically review current prepayment speeds to determine whether prepayment estimates require modification that could cause amortization or

57

accretion adjustments. There is also reinvestment risk associated with the cash flows from such securities. In addition, the market value of such securities may be adversely affected by changes in interest rates.

State and municipal securities: We invest in fixed rate investment grade bonds issued primarily by municipalities in our local communities within Massachusetts and by the Commonwealth of Massachusetts. The market value of these securities may be affected by call options, long dated maturities, general market liquidity and credit factors.

The following table shows the fair value of our securities by investment category as of the dates indicated:

Securities Portfolio Composition

As of December 31,
20242023
(In thousands)
Available for sale securities, at fair value:
Government-sponsored residential mortgage-backed securities$2,561,895$2,780,638
Government-sponsored commercial mortgage-backed securities1,161,1111,124,376
U.S. Agency bonds17,672216,011
U.S. Treasury securities97,61995,152
State and municipal bonds and obligations183,301191,344
Total available for sale securities, at fair value4,021,5984,407,521
Held to maturity securities, at amortized cost:
Government-sponsored residential mortgage-backed securities231,709254,752
Government-sponsored commercial mortgage-backed securities189,006194,969
Total held to maturity securities, at amortized cost420,715449,721
Total$4,442,313$4,857,242

Our securities portfolio has decreased $0.4 billion, or 8.5%, to $4.4 billion at December 31, 2024 from $4.9 billion at December 31, 2023. This decrease was primarily due to sales of AFS securities of $1.1 billion and maturities and principal paydowns of AFS and HTM securities of $0.4 billion. Included in this activity are principal paydowns and proceeds from the sale of securities acquired in connection with our merger with Cambridge of $883.0 million, representing all of the securities acquired at fair value. All acquired securities paid down or were sold immediately following the completion of the merger. No gain or loss was recognized upon the sale as the securities were marked to fair value in connection with our purchase accounting based upon quoted sale prices. Partially offsetting these items were purchases of AFS securities of $199.5 million.

We did not have trading investments at December 31, 2024 and 2023.

A portion of our securities portfolio continues to be tax-exempt. Investments in federally tax-exempt securities totaled $183.1 million at December 31, 2024 compared to $191.1 million at December 31, 2023.

Our AFS securities are carried at fair value and are categorized within the fair value hierarchy based on the observability of model inputs. Securities which require inputs that are both significant to the fair value measurement and unobservable are classified as Level 3 within the fair value hierarchy. As of both December 31, 2024 and 2023, we had no securities categorized as Level 3 within the fair value hierarchy.

58

The following tables show contractual maturities of our AFS and HTM securities and weighted average yields at and for the years ended December 31, 2024 and 2023. Maturities of our securities portfolio are based on the final contractual payment dates, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur. Weighted average yields in the tables below have been calculated based on the amortized cost of the security:

Securities Portfolio, Weighted-Average Yield

Securities Maturing as of December 31, 2024 (1)
Within One YearAfter One Year But Within Five YearsAfter Five Years But Within Ten YearsAfter Ten YearsTotal
Available for sale securities:
Government-sponsored residential mortgage-backed securities2.83%2.37%1.68%1.71%1.72%
Government-sponsored commercial mortgage-backed securities1.962.321.942.02
U.S. Agency bonds1.561.56
U.S. Treasury securities3.150.781.96
State and municipal bonds and obligations2.402.763.594.123.70
Total available for sale securities3.07%1.91%2.49%1.82%1.89%
Held to maturity securities:
Government-sponsored residential mortgage-backed securities%%%2.86%2.86%
Government-sponsored commercial mortgage-backed securities2.162.362.22
Total held to maturity securities%2.16%2.36%2.86%2.57%
Total3.07%1.95%2.47%1.88%1.95%
Securities Maturing as of December 31, 2023 (1)
Within One YearAfter One Year But Within Five YearsAfter Five Years But Within Ten YearsAfter Ten YearsTotal
Available for sale securities:
Government-sponsored residential mortgage-backed securities%2.35%1.90%1.59%1.60%
Government-sponsored commercial mortgage-backed securities1.921.401.951.79
U.S. Agency bonds1.351.35
U.S. Treasury securities1.961.96
State and municipal bonds and obligations1.332.413.344.093.66
Total available for sale securities1.33%1.76%1.62%1.73%1.72%
Held to maturity securities:
Government-sponsored residential mortgage-backed securities%%%2.87%2.87%
Government-sponsored commercial mortgage-backed securities2.182.252.22
Total held to maturity securities%2.18%2.25%2.87%2.59%
Total1.33%1.81%1.75%1.79%1.79%

(1)Investment security weighted-average yields were calculated on a level-yield basis by weighting the tax equivalent yield for each security type by the book value of each maturity category.

The yield on tax-exempt obligations of states and political subdivisions has been adjusted to a fully-taxable equivalent (“FTE”) basis by adjusting tax-exempt income upward by an amount equivalent to the prevailing federal income taxes that would have been paid if the income had been fully taxable.

59

Loans

The following table shows the composition of our loan portfolio, by category, as of the dates indicated, and the balance of loans, by category, that were acquired in connection with our merger with Cambridge as of the merger date of July 12, 2024:

As of December 31,Cambridge Acquired Loan BalancesOrganic Change
20242023Change ($)Amount ($)Percentage (%)
(Dollars in thousands)
Commercial and industrial$3,296,068$3,034,068$262,000$339,581$(77,581)(2.6)%
Commercial real estate7,119,5235,457,3491,662,1741,692,705(30,531)(0.6)%
Commercial construction494,842386,999107,843141,420(33,577)(8.7)%
Business banking1,448,1761,085,763362,413120,454241,95922.3%
Residential real estate4,063,6592,565,4851,498,1741,528,534(30,360)(1.2)%
Consumer home equity1,385,3941,208,231177,16387,78589,3787.4%
Other consumer271,422235,53335,88924,19611,6935.0%
Total gross loans$18,079,084$13,973,428$4,105,656$3,934,675$170,9811.2%

We consider our loan portfolio to be relatively diversified by borrower and industry. Our loans increased $4.1 billion, or 29.4%, to $18.1 billion at December 31, 2024 from $14.0 billion at December 31, 2023. The increase as of December 31, 2024 was primarily due to loans acquired in connection with our merger with Cambridge. Refer to Note 3, “Mergers and Acquisitions” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for additional discussion. Excluding the addition of acquired loans, our gross loans increased $171.0 million, or 1.2%, which was primarily attributable to increased balances of business banking and consumer home equity loans.

•Excluding Cambridge-acquired loans, our business banking portfolio increased by $242.0 million, or 22.3%, from December 31, 2023 to December 31, 2024 which was primarily due to transfers from our commercial and industrial and commercial real estate portfolios. These transfers contributed to an overall decrease in the total balance of our commercial and industrial and commercial real estate portfolios and were partially offset by originations in those portfolios. In the normal course of business, loans are transferred from our commercial and industrial and commercial real estate portfolios to our business banking portfolio once the loan balances reach a certain dollar threshold.

•Excluding Cambridge-acquired loans, our consumer home equity portfolio increased by $89.4 million, or 7.4%, from December 31, 2023 to December 31, 2024 which was primarily due to additional draws by borrowers on home equity lines of credit.

We believe that our commercial loan portfolio composition is relatively diversified in terms of industry sectors, property types and various lending specialties. As of December 31, 2024, the amortized cost balances of concentrations in our commercial loan portfolios were as follows:

Commercial and Industrial
BalancePercentage (%)
(Dollars in thousands)
Educational services$694,73921.2%
Real estate342,53710.5%
Professional, scientific, and technical services326,48610.0%
Wholesale trade279,9478.6%
Accommodation266,3868.2%
Finance and insurance174,3135.3%
Admin support169,1535.2%
Healthcare164,5575.0%
Transportation150,4654.6%
Utilities146,7164.5%
Other industries551,27616.9%
Total portfolio$3,266,575100.0%

60

Commercial Real Estate
BalancePercentage (%)
(Dollars in thousands)
Multi-family$2,045,61728.9%
Industrial/warehouse746,94510.6%
Retail680,8039.7%
Office606,5628.6%
Mixed use - multi-family443,0606.3%
Affordable housing408,5555.8%
School336,6454.8%
Mixed use - office335,2884.8%
Mixed use - retail282,3894.0%
Hotel/motel/hospitality259,1783.7%
Other property types899,03612.8%
Total portfolio$7,044,078100.0%
Commercial Construction
BalancePercentage (%)
(Dollars in thousands)
Affordable housing$284,75357.9%
Multi-family81,05616.5%
For sale housing44,1609.0%
Mixed use - multi-family21,1234.3%
Self storage18,8293.8%
Industrial/warehouse14,7483.0%
Retail12,6672.6%
School3,6020.7%
Other property types10,7112.2%
Total portfolio$491,649100.0%

We believe that the loan to value ratio (“LTV”) is an important factor in monitoring the risk characteristics of our loans secured by real estate. The following tables show the distribution of loan balances, on an amortized cost basis, by LTV and year of origination for each of our portfolios of loans secured by real estate as of December 31, 2024:

Balance of Commercial Real Estate Loans Originated During the Year Ended December 31,
202420232022202120202019 and PriorTotal
Current LTV (1)(Dollars in thousands)
Not available (2)$43,574$7,109$32,943$8,824$4,511$89,894$186,855
50.00% or lower205,594180,548694,667328,403314,449990,8502,714,511
50.01% - 69.99%251,847365,031884,924599,983351,877967,0283,420,690
70.00% - 79.99%44,67489,145194,813101,27550,873102,144582,924
80.00% - 89.99% (3)1,5652,5791,2811,3344,20118,23329,193
90.00% or higher (3)8,87250,41223,93116,16910,521109,905
Total$556,126$694,824$1,808,628$1,063,750$742,080$2,178,670$7,044,078
Weighted average LTV50.61%62.53%52.17%54.80%51.06%48.25%52.18%

61

Balance of Residential Real Estate Loans Originated During the Year Ended December 31,
202420232022202120202019 and PriorTotal
Current LTV (1)(Dollars in thousands)
Not available (2)$1,759$$$92$850$9,490$12,191
50.00% or lower34,31340,790126,909295,233153,786284,833935,864
50.01% - 69.99%37,71053,498210,370397,051245,752352,3491,296,730
70.00% - 79.99%78,420129,490398,544277,243115,649119,0821,118,428
80.00% - 89.99%39,84175,171194,59454,41933,59846,708444,331
90.00% or higher23,02924,55150,61514,7883,1364,719120,838
Total$215,072$323,500$981,032$1,038,826$552,771$817,181$3,928,382
Weighted average LTV71.63%72.37%70.29%59.92%59.12%54.93%62.98%
Balance of Consumer Home Equity Loans Originated During the Year Ended December 31,
202420232022202120202019 and PriorTotal
Current LTV (1)(Dollars in thousands)
Not available (2)$206,164$187,290$295,895$173,121$22,647$216,058$1,101,175
50.00% or lower1201,0923,42946020,93360,96286,996
50.01% - 69.99%1239114,83666727,08357,87991,499
70.00% - 79.99%963813,76842311,44757,20573,320
80.00% - 89.99%192221,8305874,25825,15732,073
90.00% or higher225225
Total$206,522$189,896$309,758$175,258$86,368$417,486$1,385,288
Weighted average LTV59.19%55.36%60.13%60.93%56.26%59.00%58.42%

(1)Current LTV is calculated based upon exposure amount and the most recently available appraisal value as of the reporting period.

(2)Insufficient data available to calculate LTV.

(3)We generally require an LTV of 80% or less on new CRE loan originations. Certain CRE loans with LTVs greater than 80% may have additional collateral pledged which is not included in the computation of the amounts stated.

The maturity distribution of our loan portfolio is one factor used by management to evaluate the risk characteristics of our loan portfolio. The following table shows the maturity distribution of our loans, on a gross basis, as of December 31, 2024:

Scheduled Contractual Loan Maturity

One Year or Less (1)One to Five YearsFive to Fifteen YearsAfter Fifteen YearsTotal
(In thousands)
Commercial and industrial$459,202$1,249,584$610,291$947,498$3,266,575
Commercial real estate660,8272,525,0603,477,055381,1367,044,078
Commercial construction117,812245,22965,72962,879491,649
Business banking181,395380,930781,91290,9661,435,203
Residential real estate1,24622,254315,9133,588,9693,928,382
Consumer home equity2,30022,932249,5101,110,5461,385,288
Other consumer41,65677,208107,1511,164227,179
Total loans$1,464,438$4,523,197$5,607,561$6,183,158$17,778,354

(1)Includes demand loans, or loans without a stated maturity.

The interest rate risk of our loan portfolio is an important element in the management of net interest margin. We attempt to manage the relationship between the interest rate sensitivity of our assets and liabilities to produce an effective interest differential that is not significantly impacted by changes in the level of interest rates. The following table shows the interest rate risk of our loans, on a gross basis, due one year after December 31, 2024:

62

Loan Interest Rate Risk

Due after December 31, 2025
FixedAdjustableTotal
(In thousands)
Commercial and industrial$815,645$1,991,728$2,807,373
Commercial real estate2,826,0913,557,1606,383,251
Commercial construction216,568157,269373,837
Business banking362,704891,1041,253,808
Residential real estate2,648,9711,278,1653,927,136
Consumer home equity172,7271,210,2611,382,988
Other consumer183,0612,462185,523
Total loans$7,225,767$9,088,149$16,313,916

Asset quality. We continually monitor the asset quality of our loan portfolio utilizing portfolio scorecards and various credit quality indicators. Based on this process, loans meeting certain criteria are categorized as delinquent or non-performing and further assessed to determine if non-accrual status is appropriate.

For the commercial portfolio, which includes our commercial and industrial, commercial real estate, commercial construction and business banking loans, we monitor credit quality using a risk rating scale, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated with a commercial loan transaction. Management utilizes a loan risk rating methodology based on a 15-point scale with the assistance of risk rating scorecard tools. Pass grades are 0-10 and non-pass categories, which align with regulatory guidelines, are: special mention (11), substandard (12), doubtful (13) and loss (14).

Risk rating assignment is determined using one of 15 separate scorecards developed for distinctive portfolio segments based on common attributes. Key factors include: industry and market conditions, position within the industry, earnings trends, operating cash flow, asset/liability values, debt capacity, guarantor strength, management and controls, financial reporting, collateral and other considerations.

Special mention, substandard and doubtful loans totaled 4.9% and 4.1% of total commercial loans outstanding at December 31, 2024 and 2023, respectively. This increase was driven by several risk rating downgrades of loans in the commercial real estate and commercial and industrial portfolios.

Our philosophy toward managing our loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. We seek to make arrangements to resolve any delinquent or default situation over the shortest possible time frame.

For the retail portfolio, which includes residential real estate, consumer home equity, and other consumer portfolios, we monitor credit quality using the borrower’s FICO score. As of December 31, 2024, 72.0% of retail borrowers, based on amortized cost balances, have a FICO score of 740 or greater. The following table shows the balances by borrowers’ current FICO scores as of the dates indicated:

As of December 31, 2024As of December 31, 2023
Residential Real EstateConsumer Home EquityOther ConsumerResidential Real EstateConsumer Home EquityOther Consumer
Current FICO (1)(Dollars in thousands)
Not available (2)$35,784$26,906$18,024$1,873$22,213$14,030
640 or lower118,72065,5383,65669,42345,6323,647
641 – 699314,204154,18413,882216,078132,27012,352
700 – 739521,330257,03523,199410,644214,09622,169
740 or higher2,938,344881,625168,4181,884,447796,957154,821
Total$3,928,382$1,385,288$227,179$2,582,465$1,211,168$207,019
Average FICO770.9755.4783.0767.4758.8781.6

(1)Borrower FICO scores are updated on a semi-annual basis, and the most recent update occurred in August 2024.

(2)Insufficient data available to report.

The delinquency rate of our total loan portfolio increased to 0.62% at December 31, 2024 from 0.41% at December 31, 2023.

63

The following table provides details regarding our delinquency rates as of the dates indicated:

Loan Delinquency Rates

Delinquency Rate as of December 31,
20242023
Commercial and industrial0.00%0.13%
Commercial real estate0.46%%
Commercial construction%%
Business banking1.19%0.58%
Residential real estate1.04%1.11%
Consumer home equity1.29%1.43%
Other consumer0.62%0.46%
Total0.62%0.41%

As a general rule, loans more than 90 days past due with respect to principal or interest are classified as non-accrual loans. However, based on our assessment of collateral and/or payment prospects, certain loans that are more than 90 days past due may be kept on an accruing status. Income accruals are suspended on all non-accrual loans and all previously accrued and uncollected interest is reversed against current income. A loan is expected to remain on non-accrual status until it becomes current with respect to principal and interest, the loan is liquidated, or the loan is determined to be uncollectible and is charged-off against the allowance for loan losses.

Non-performing assets (“NPAs”) are comprised of non-performing loans (“NPLs”), OREO and non-performing securities. NPLs consist of non-accrual loans and loans that are more than 90 days past due but still accruing interest. OREO consists of real estate properties, which primarily serve as collateral to secure our loans, that we control due to foreclosure. These properties are recorded at the fair value less estimated costs to sell on the date we obtain control. Any write-downs to the cost of the related asset upon transfer to OREO to reflect the asset at fair value less estimated costs to sell is recorded through the allowance for loan losses.

NPLs increased $83.3 million, or 158%, to $135.8 million at December 31, 2024 from $52.6 million at December 31, 2023. NPLs as a percentage of total loans increased to 0.76% at December 31, 2024 from 0.38% at December 31, 2023. Refer to the later “Allowance for Credit Losses” section in this Item 7 for a discussion of the change in non-accrual loans which comprise our NPLs as of December 31, 2024 and December 31, 2023.

The total amount of interest recorded on NPLs during both the years ended December 31, 2024 and 2023 was not significant. The gross interest income that would have been recorded under the original terms of those loans if they had been performing amounted to $8.8 million and $6.5 million for the years ended December 31, 2024 and 2023, respectively.

In the course of resolving NPLs, we may choose to restructure the contractual terms of certain loans. We attempt to work-out alternative payment schedules with the borrowers in order to avoid foreclosure actions. The aggregate amortized cost balance as of December 31, 2024 of loans modified during the year ended December 31, 2024 which were determined to be modifications to borrowers experiencing financial difficulty was $30.7 million. Included in such modifications were four commercial real estate loans collateralized by properties in our office risk segment. The aggregate amortized cost balance as of December 31, 2023 of loans modified during the year ended December 31, 2023 which were determined to be modifications to borrowers experiencing financial difficulty was $19.4 million.

As of December 31, 2024, there were three loans with an aggregate balance of $0.5 million that had been modified to borrowers experiencing financial difficulty during the during the twelve-month period then ended which had subsequently defaulted during the year ended December 31, 2024. As of December 31, 2023, there were no loans that had been modified to borrowers experiencing financial difficulty during the twelve-month period then ended which had subsequently defaulted during the year ended December 31, 2023.

Our policy is that any restructured loan, which is on non-accrual status prior to being modified, remain on non-accrual status for approximately six months subsequent to being modified before we consider its return to accrual status. If the restructured loan is on accrual status prior to being modified, we review it to determine if the modified loan should remain on accrual status.

Purchased credit deteriorated (“PCD”) loans are loans that we acquired that have shown evidence of deterioration of credit quality since origination and, therefore, it was deemed unlikely that all contractually required payments would be collected upon the merger date. We consider factors such as payment history, collateral values and accrual status when determining whether there was evidence of deterioration at the merger date. As of December 31, 2024 and December 31, 2023,

64

the carrying amount of PCD loans was $331.4 million and $49.1 million, respectively. The increase in PCD loans was due to our acquisition of PCD loans in the third quarter of 2024 in connection with our merger with Cambridge which was completed on July 12, 2024 and which added $356.1 million in PCD loans on a gross amortized cost basis.

Potential Problem Loans. In the normal course of business, we become aware of possible credit problems in which borrowers exhibit the potential to be unable to comply in the future with the contractual terms of their loans, but which currently do not yet meet the criteria for classification as NPLs. These loans are neither delinquent nor on non-accrual status. Our potential problem loans, or loans with potential weaknesses that were not included in the non-accrual loans or in the loans 90 or more past due categories, increased by $38.3 million, or 10.2%, to $412.0 million at December 31, 2024 from $373.7 million at December 31, 2023. These loans as a percentage of total loans decreased to 2.3% at December 31, 2024 from 2.7% at December 31, 2023. The increase in potential problem loans from December 31, 2023 to December 31, 2024 was primarily due to the downgrade of certain commercial real estate and commercial and industrial loans during the year ended December 31, 2024, including certain commercial real estate loans collateralized by properties in the office risk segment, and the addition of certain loans acquired in connection with our merger with Cambridge. Refer to the below “Commercial Real Estate Office Exposure” section of this Item 7 for additional information.

Commercial Real Estate Office Exposure. Our total office-related commercial real estate (“CRE”) loans (which is comprised of loans within our commercial real estate and construction portfolios that are secured by office space, medical office space, and mixed-use properties where rental income is primarily from office space) totaled $1.0 billion and $0.8 billion as of December 31, 2024 and 2023, respectively. Included in this total as of December 31, 2024 were loans with a balance of $288.1 million which were acquired during year ended December 31, 2024 in connection with our merger with Cambridge. As of December 31, 2024, our office-related CRE loans are primarily concentrated in Massachusetts, where approximately 92.1% of the total recorded investment balance of office-related CRE loans are located, and approximately 20.4% of the total recorded investment balance of office-related CRE loans are located in the City of Boston.

Given prevailing market conditions such as reduced occupancy as a result of the increase in hybrid and fully remote work arrangements post-COVID and lower commercial real estate valuations, we are carefully monitoring these loans for signs of deterioration in credit quality. Such monitoring includes incremental risk management strategies undertaken by management including monthly internal CRE office exposure portfolio reporting, more frequent portfolio reviews, ongoing monitoring of market conditions, and additional portfolio analysis such as maturity risk analysis and rent rollover risk analysis. As of December 31, 2024, twelve of our office-related CRE loans, which had a total recorded investment balance of $87.0 million, were on non-accrual status. As of December 31, 2023, two of our office-related CRE loans were on non-accrual status and had a total recorded investment balance of $14.0 million.

The following table sets forth the unpaid principal balance of office-related CRE loans by loan segment and credit quality indicator as of the dates indicated:

As of December 31,
20242023
(In thousands)
Commercial real estate
Pass$848,526$683,545
Special mention30,409
Substandard71,088104,962
Doubtful87,01213,969
Total commercial real estate$1,037,035$802,476
Commercial construction
Pass$$15,986
Special mention621454
Substandard779
Doubtful
Total commercial construction$1,400$16,440
Total$1,038,435$818,916

The following table sets forth the unpaid principal balance of office-related CRE loans by loan segment and collateral use type as of the dates indicated:

65

As of December 31,
20242023
(In thousands)
Commercial real estate
Office$617,089$425,682
Medical office81,980113,110
Mixed-use337,966263,684
Total commercial real estate$1,037,035$802,476
Commercial construction
Office$1,400$454
Medical office14,961
Mixed-use1,025
Total commercial construction$1,400$16,440
Total$1,038,435$818,916

Allowance for credit losses. For the purpose of estimating our allowance for loan losses, we segregate the loan portfolio into loan categories, for loans that share similar risk characteristics, that possess unique risk characteristics such as loan purpose, repayment source, and collateral that are considered when determining the appropriate level of the allowance for loan losses for each category. Loans that do not share similar risk characteristics with other loans are evaluated individually.

While we use available information to recognize losses on loans, future additions or subtractions to/from the allowance for loan losses may be necessary based on changes in NPLs, changes in economic conditions, or other reasons. Additionally, various regulatory agencies, as an integral part of our examination process, periodically assess the adequacy of the allowance for loan losses to assess whether the allowance for loan losses was determined in accordance with GAAP and applicable guidance.

We perform an evaluation of our allowance for loan losses on a regular basis (at least quarterly), and establish the allowance for loan losses based upon an evaluation of our loan categories, as each possesses unique risk characteristics that are considered when determining the appropriate level of allowance for loan losses, including:

•known increases in concentrations within each category;

•certain higher risk classes of loans, or pledged collateral;

•historical loan loss experience within each category;

•results of any independent review and evaluation of the category’s credit quality;

•trends in volume, maturity and composition of each category;

•volume and trends in delinquencies and non-accruals;

•national and local economic conditions and downturns in specific local industries;

•corporate goals and objectives;

•lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices; and

•current and forecasted banking industry conditions, as well as the regulatory and competitive environment.

Loans are evaluated on a regular basis by management. Expected lifetime losses are estimated on a collective basis for loans sharing similar risk characteristics and are determined using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. For commercial and industrial, commercial real estate, commercial construction and business banking portfolios, the quantitative model uses a loan rating system which is comprised of management’s determination of probability of default, or PD, loss given default, or LGD, and exposure at default, or EAD, which are derived from historical loss experience and other factors. For residential real estate, consumer home equity and other consumer portfolios, our quantitative model uses historical loss experience.

The allowance for loan losses is allocated to loan categories using both a formula-based approach and an analysis of certain individual loans for impairment. We use a methodology to systematically estimate the amount of expected credit loss in the loan portfolio. Under our current methodology, the allowance for loan losses contains reserves related to loans for which

66

the related allowance for loan losses is determined on an individual loan basis and on a collective basis, and other qualitative components.

The allowance for loan losses increased by $80.0 million, or 53.7%, to $229.0 million, or 1.29% of total loans, at December 31, 2024 from $149.0 million, or 1.07% of total loans at December 31, 2023. The increase in the allowance for loan losses was primarily due to our merger with Cambridge, which was completed on July 12, 2024. In connection with the merger, we recorded an allowance for acquired PCD loans of $55.8 million, as a gross-up of the corresponding loan balance, and an allowance for acquired non-PCD loans of $40.9 million, recognized through the provision for allowance for loan losses immediately following the completion of the merger. Excluding these amounts, the allowance for loan losses decreased by $16.7 million from December 31, 2023 to December 31, 2024. For further discussion of the change in the allowance for loan losses and the provision for allowance for loans losses, refer to Note 5, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

In the ordinary course of business, we enter into commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable. The credit risk associated with these commitments is evaluated in a manner similar to the reserving method for loans receivable previously described. The reserve for unfunded lending commitments is included in other liabilities in the Consolidated Balance Sheets. Our reserve for unfunded lending commitments decreased by $1.0 million, or 7%, to $13.1 million at December 31, 2024 from $14.1 million at December 31, 2023. The decrease was primarily due to lower reserve rates and unfunded balances within the commercial construction portfolio, which were attributable to an improved economic forecast and draws by borrowers which served to reduce unfunded balances. The decrease in our reserve for unfunded lending commitments contributed to a decrease in our other non-interest expense during the year ended December 31, 2024.

67

The following table summarizes credit ratios for the periods presented:

Credit Ratios

For the Year Ended December 31,
20242023202220212020
(Dollars in thousands)
Net loan charge-offs (recoveries):
Commercial and industrial$(59)$(283)$(1,053)$623$992
Commercial real estate40,3497,810(91)243(206)
Commercial construction
Business banking1,3092,7782233,5674,855
Residential real estate(177)(97)(94)(87)(125)
Consumer home equity(77)(34)(23)(161)421
Other consumer1,9061,9531,6251,3732,129
Total net loan charge-offs$43,251$12,127$587$5,558$8,066
Average loans:
Commercial and industrial$3,198,008$3,197,668$2,944,064$2,015,665$2,053,093
Commercial real estate6,287,2615,377,3044,886,9513,960,8183,654,887
Commercial construction453,372357,499294,805191,771226,286
Business banking1,149,337981,4961,021,7201,241,7701,079,779
Residential real estate3,213,2002,536,3742,063,1931,508,7961,398,337
Consumer home equity1,292,6161,193,2701,129,757869,110902,634
Other consumer216,900188,476197,659233,932334,257
Average total loans (1)$15,810,694$13,832,087$12,538,149$10,021,862$9,649,273
Total net charge-offs (recoveries) to average total loans outstanding during the period
Commercial and industrial0.00%(0.01)%(0.04)%0.03%0.05%
Commercial real estate0.640.150.000.01(0.01)
Commercial construction
Business banking0.110.280.020.290.45
Residential real estate(0.01)0.000.00(0.01)(0.01)
Consumer home equity(0.01)0.000.00(0.02)0.05
Other consumer0.881.040.820.590.64
Total net charge-offs to average total loans outstanding during the period0.27%0.09%0.00%0.06%0.08%
Total loans (2)$17,778,354$13,948,360$13,562,528$12,255,068$9,706,989
Total non-accrual loans$135,820$52,557$38,604$32,993$41,005
Allowance for loan losses$228,952$148,993$142,211$97,787$113,031
Allowance for loan losses as a percent of total loans1.29%1.07%1.05%0.80%1.16%
Non-accrual loans as a percent of total loans0.76%0.38%0.28%0.27%0.42%
Allowance for loan losses as a percent of non-accrual loans168.57%283.49%368.38%296.39%275.65%

(1)Average loan balances exclude loans held for sale.

(2)Amounts presented include unearned discounts and deferred fees, net

68

Non-accrual loans increased $83.3 million, or 158%, to $135.8 million at December 31, 2024 from $52.6 million at December 31, 2023, primarily due to loans acquired from Cambridge and which were already on non-accrual or were transferred to non-accrual following the completion of the merger. As of December 31, 2024, the amount of loans on non-accrual which were acquired from Cambridge was $59.3 million. For additional information regarding the credit quality of our loans, see Note 5, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

The following tables set forth the allocation of the allowance for loan losses by loan categories listed in loan portfolio composition and the related loan balances as a percentage of total loans as of the dates indicated:

Summary of Allocation of Allowance for Loan Losses

As of December 31,
20242023
Allowance for Loan LossesPercent of Allowance in Category to Total AllowancePercent of Loans in Category to Total LoansAllowance for Loan LossesPercent of Allowance in Category to Total AllowancePercent of Loans in Category to Total Loans
(Dollars in thousands)
Commercial and industrial$41,09017.95%18.24%$26,95918.09%21.71%
Commercial real estate116,17550.74%39.37%65,47543.95%39.05%
Commercial construction8,4623.70%2.74%6,6664.47%2.77%
Business banking19,8998.69%8.01%14,91310.01%7.77%
Residential real estate32,29114.10%22.48%25,95417.42%18.36%
Consumer home equity7,4723.26%7.66%5,5953.76%8.65%
Other consumer3,5631.56%1.50%3,4312.30%1.69%
Total$228,952100.00%100.00%$148,993100.00%100.00%
As of December 31,
202220212020
Allowance for Loan LossesPercent of Allowance in Category to Total Allocated AllowancePercent of Loans in Category to Total LoansAllowance for Loan LossesPercent of Allowance in Category to Total Allocated AllowancePercent of Loans in Category to Total LoansAllowance for Loan LossesPercent of Allowance in Category to Total Allocated AllowancePercent of Loans in Category to Total Loans
(Dollars in thousands)
Commercial and industrial$26,85918.89%23.21%$18,01818.43%24.10%$26,61723.54%20.51%
Commercial real estate54,73038.49%37.97%52,37353.56%36.82%54,56948.28%36.73%
Commercial construction7,0854.98%2.48%2,5852.64%1.81%4,5534.03%3.14%
Business banking16,18911.38%8.03%10,98311.23%10.87%13,15211.64%13.76%
Residential real estate28,12919.78%18.13%6,5566.70%15.69%6,4355.69%14.09%
Consumer home equity6,4544.54%8.75%3,7223.81%8.96%3,7443.31%8.92%
Other consumer2,7651.94%1.43%3,3083.38%1.75%3,4673.07%2.85%
Other%%2420.25%%4940.44%%
Total$142,211100.00%100.00%$97,787100.00%100.00%$113,031100.00%100.00%

To determine if a loan should be charged-off, all possible sources of repayment are analyzed. Possible sources of repayment include the potential for future cash flows, liquidation of the collateral and the strength of co-makers or guarantors. When available information confirms that specific loans or portions thereof are uncollectible, these amounts are promptly charged-off against the allowance for loan losses and any recoveries of such previously charged-off amounts are credited to the allowance for loan losses.

Regardless of whether a loan is unsecured or collateralized, we charge off the amount of any confirmed loan loss in the period when the loans, or portions of loans, are deemed uncollectible. For troubled, collateral-dependent loans, loss

69

confirming events may include an appraisal or other valuation that reflects a shortfall between the value of the collateral and the carrying value of the loan or receivable, or a deficiency balance following the sale of the collateral.

For additional information regarding our allowance for loan losses, see Note 5, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

Federal Home Loan Bank stock

The FHLBB is a cooperative that provides services to its member banking institutions. The primary reason for our membership in the FHLBB is to gain access to a reliable source of wholesale funding and as a tool to manage interest rate risk. The purchase of stock in the FHLB is a requirement for a member to gain access to funding. We purchase and/or are subject to redemption of FHLBB stock proportional to the volume of funding received and view the holdings as a necessary long-term investment for the purpose of balance sheet liquidity and not for investment return.

We held an investment in the FHLBB of $5.9 million at both December 31, 2024 and 2023. The amount of stock we are required to purchase is in proportional to our FHLB borrowings and level of total assets.

Goodwill and other intangible assets

The table below sets forth the carrying amount of goodwill and other intangible assets, net of accumulated amortization, as of the dates indicated below:

As of December 31,
20242023
(In thousands)
Balances not subject to amortization
Goodwill$914,957$557,635
Balances subject to amortization
Core deposit intangibles111,2968,570
Customer list intangible22,841
Trade name intangible1,064
Total balances subject to amortization135,2018,570
Total goodwill and other intangible assets$1,050,158$566,205

The balance of our goodwill and other intangible assets was $1.1 billion and $0.6 billion at December 31, 2024 and 2023, respectively. The increase in goodwill and other intangible assets at December 31, 2024 from December 31, 2023 was due to our merger with Cambridge during the third quarter of 2024. Refer to Note 3, “Mergers and Acquisitions” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for additional discussion. We did not record any impairment to our goodwill or other intangible assets during the years ended December 31, 2024 and 2023. For discussion of the impairment testing performed, refer to Note 8, “Goodwill and Core Deposit Intangible Asset” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

Deposits and other interest-bearing liabilities

Deposits originating within the markets we serve continue to be our primary source of funding our earning assets. Historically, we have been able to compete effectively for deposits in our primary market areas. The distribution and market share of deposits by type of deposit and type of depositor are important considerations in our assessment of the stability of our funding sources and our access to additional funds. Furthermore, we shift the mix and maturity of the deposits depending on economic conditions and loan and investment policies in an attempt, within set policies, to minimize cost and maximize net interest margin.

70

The following table presents our deposits as of the dates indicated, and the balance of deposits, by category, that were acquired in connection with our merger with Cambridge as of the merger date of July 12, 2024:

Components of Deposits

As of December 31,Cambridge Acquired Deposit BalancesOrganic Change
20242023ChangeAmount ($)Percentage (%)
(Dollars in thousands)
Demand$5,992,082$5,162,218$829,864$979,895$(150,031)(2.9)%
Interest checking4,606,2503,737,361868,8891,149,097(280,208)(7.5)%
Savings1,620,6021,323,126297,476471,340(173,864)(13.1)%
Money market investments5,736,3624,664,4751,071,887854,614217,2734.7%
Certificate of deposits3,336,3232,709,037627,286418,771208,5157.7%
Total deposits$21,291,619$17,596,217$3,695,402$3,873,717$(178,315)(1.0)%

Deposits increased by $3.7 billion, or 21.0%, to $21.3 billion at December 31, 2024 from $17.6 billion at December 31, 2023. This increase was primarily due to the addition of deposits acquired in connection with our merger with Cambridge, which was completed on July 12, 2024. Excluding the acquired deposit balances, deposits decreased $178.3 million, or 1.0%, at December 31, 2024 from December 31, 2023. This decrease was primarily driven by a decrease in the balances of omnibus deposit accounts which decreased $285.3 million from December 31, 2023 to December 31, 2024 and which contributed to the decrease in interest checking deposits, excluding the impact of our merger with Cambridge. Further, the remaining changes, which taken together comprise an overall increase, reflect organic deposit growth and a continued shift in deposit mix from non-interest-bearing/low-yielding deposit accounts to interest-bearing/higher-yielding deposit account types during the year ended December 31, 2024. The shift in deposit mix was due primarily to increases in rates paid on money market investment deposits and certificates of deposit, which attracted depositors to such products.

The Bank’s estimate of total uninsured deposits was $9.0 billion and $8.0 billion at December 31, 2024 and 2023, respectively. In accordance with the FDIC’s Call Report instructions, these estimates include accounts of wholly-owned subsidiaries, the holding company, and internal operating deposit accounts (together referred to as “internal deposit accounts”). In addition, these estimates include municipal deposit accounts for which securities were pledged by us to secure such deposits (“collateralized deposits”). For liquidity monitoring purposes, we exclude internal deposit accounts and collateralized deposits from our estimate of uninsured deposits. Our estimate of uninsured deposits, excluding internal deposit accounts and collateralized deposits, was $6.9 billion and $5.5 billion at December 31, 2024 and December 31, 2023, respectively.

The following table presents the classification of deposits on an average basis for the years indicated:

Classification of Deposits on an Average Basis

For the Year Ended December 31,
202420232022
Average AmountAverage RateAverage AmountAverage RateAverage AmountAverage Rate
(Dollars in thousands)
Demand$5,348,124%$5,404,208%$6,647,518%
Interest checking4,167,0431.04%4,070,5850.60%4,890,7090.24%
Savings1,466,9140.21%1,515,7130.01%2,015,6510.01%
Money market investments5,283,2312.66%4,918,3432.11%5,057,4450.27%
Certificates of deposit3,146,1394.78%2,303,5204.24%463,2610.70%
Total deposits$19,411,4511.74%$18,212,3691.24%$19,074,5840.15%

71

Other time deposits in excess of the FDIC insurance limit of $250,000, including certificates of deposits as of the dates indicated had maturities as follows:

Maturities of Time Certificates of Deposit $250,000 and Over

As of December 31,
20242023
Maturing in(In thousands)
Three months or less$416,015$278,281
Over three months through six months544,598262,761
Over six months through twelve months156,565316,408
Over twelve months5,16110,146
Total$1,122,339$867,596

Borrowings

Our borrowings may consist of both short-term and long-term borrowings and provide us with sources of funding. Maintaining available borrowing capacity provides us with a contingent source of liquidity.

The following table sets forth information concerning balances on our borrowings as of the dates indicated:

Borrowings by Category

As of December 31,Change
20242023Amount ($)Percentage (%)
(In thousands)
Escrow deposits of borrowers$27,721$21,978$5,74326.1%
Interest rate swap collateral funds48,5908,50040,090471.6%
Federal Home Loan Bank advances17,58917,738(149)(0.8)%
Total$93,900$48,216$45,68494.7%

Our total borrowings increased by $45.7 million to $93.9 million at December 31, 2024 compared to $48.2 million at December 31, 2023. The increase was primarily due to increased balances of interest rate swap collateral funds. Refer to the later “Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies” section in this Item 7 for additional discussion of our liquidity position.

Results of Operations

The information presented within this section excludes discontinued operations with regard to the year ended December 31, 2023. Refer to Note 23, “Discontinued Operations” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K for further discussion regarding discontinued operations.

Summary of Results of Operations

For the Year Ended December 31,Change
20242023Amount ($)Percentage (%)
(Dollars in thousands)
Interest and dividend income$946,766$796,459$150,30718.9%
Interest expense339,169246,05093,11937.8%
Net interest income607,597550,40957,18810.4%
Provision for allowance for loan losses67,38020,05247,328236.0%
Noninterest income (loss)123,917(237,753)361,670(152.1)%
Noninterest expense508,368418,60289,76621.4%
Income tax expense (benefit)36,205(63,309)99,514(157.2)%
Net income (loss)$119,561$(62,689)$182,250(290.7)%

72

Comparison of the Years Ended December 31, 2024 and 2023

Interest and Dividend Income

Interest and dividend income increased by $150.3 million, or 18.9%, to $946.8 million during the year ended December 31, 2024 from $796.5 million during the year ended December 31, 2023. The increase was due to an increase in the average balance of our loan portfolio and our yields and was partially offset by a decrease in interest income on securities and other short-term investments.

•Interest income on loans increased $155.9 million, or 23.9%, to $808.0 million during the year ended December 31, 2024 from $652.1 million during the year ended December 31, 2023. The increase in interest income on our loans was due to an increase in the average balance of our loans and an increase in the yield on our loans. The average balance of our loans increased $2.0 billion, or 14.3%, to $15.8 billion during the year ended December 31, 2024 from $13.8 billion during the year ended December 31, 2023, which was primarily due to loans acquired in connection with our merger with Cambridge of $3.7 billion. The increase in yield, which increased 39 basis points to 5.22% during the year ended December 31, 2024, from 4.83% during the year ended December 31, 2023, was primarily due to accretion of the discount on loans acquired in our merger with Cambridge, increases in market rates of interest which resulted in increased yields on variable rate loans which repriced, and new loans originated at higher rates of interest.

•Interest income on securities and other short-term investments decreased by $5.6 million, or 3.9%, to $138.7 million during the year ended December 31, 2024 from $144.4 million during the year ended December 31, 2023. The decrease was primarily driven by a decrease in the average balance of our securities and other short-term investments, which decreased $0.8 billion, or 11.2%, to $6.2 billion for the year ended December 31, 2024 from $7.0 billion for the year ended December 31, 2023. The decrease in the average balance was primarily due to our sales of AFS securities during the year ended December 31, 2024, as well as maturities and principal paydowns on AFS and HTM securities. Partially offsetting the decrease in the average balance of our securities and other short-term investments, and contributing to the overall increase in interest income during the year ended December 31, 2024, was an increase in our yield on our securities and other short-term investments which increased 16 basis points during the year ended December 31, 2024 in comparison to the year ended December 31, 2023 primarily due to an increase in the rate paid on our cash held at the Federal Reserve Bank of Boston from an average of 5.10% during the year ended December 31, 2023 to an average of 5.21% during the year ended December 31, 2024.

Interest Expense

Interest expense increased $93.1 million to $339.2 million during the year ended December 31, 2024 from $246.1 million during the year ended December 31, 2023. The overall increase was attributable to an increase in deposit interest expense partially offset by a decrease in borrowings interest expense.

During the year ended December 31, 2024, interest expense on our interest-bearing deposits increased by $111.3 million to $337.4 million from $226.1 million during the year ended December 31, 2023. This increase was due to an increase in the average balance of interest-bearing deposits. During the year ended December 31, 2024, average interest-bearing deposits increased $1.3 billion, or 9.8%, to $14.1 billion, from $12.8 billion during the year ended December 31, 2023 primarily as a result of our merger with Cambridge which added approximately $2.9 billion in interest-bearing deposits. Also contributing to the increase was an increase in rates paid on deposits. Rates paid on deposits increased by 63 basis points to 2.40% during the year ended December 31, 2024 from 1.77% during the year ended December 31, 2023. This was primarily due to our increasing overall deposit rates paid in response to an increase in market rates of interest and heightened industry-wide competition for deposits, as well as a shift in deposit mix from lower interest-bearing account types to higher interest-bearing account types.

Interest expense related to our borrowings decreased by $18.2 million to $1.8 million during the year ended December 31, 2024 from $20.0 million during the year ended December 31, 2023. The decrease in borrowings interest expense during the year ended December 31, 2024 compared to the year ended December 31, 2023 was due to a decrease in our utilization of our FHLB borrowing capacity. Our utilization of FHLBB borrowings was greater during the year ended December 31, 2023 compared to the year ended December 31, 2024 as we had bolstered our on-balance sheet liquidity in response to the bank failures in the first quarter of 2023. During the fourth quarter of 2023, we paid down our FHLB advances primarily with the proceeds from the sale of our insurance agency business, which occurred in the fourth quarter of 2023. Both of these factors resulted in a reduced average balance of borrowings during the year ended December 31, 2024 compared to the year ended December 31, 2023.

Net Interest Income

73

Net interest income increased by $57.2 million, or 10.4%, to $607.6 million during the year ended December 31, 2024, from $550.4 million during the year ended December 31, 2023. Net interest income increased due to a increase in the balance of average total interest-earning assets of $1.2 billion, or 5.7%, to $22.0 billion during the year ended December 31, 2024 from $20.8 billion during the year ended December 31, 2023, as well as an increase in our net interest margin during the year ended December 31, 2024.

The following chart shows our net interest margin over the past five years:

Net interest margin is determined by dividing FTE net interest income by average-earning assets. For purposes of the following discussion, income from tax-exempt loans and investment securities has been adjusted to an FTE basis, using a marginal tax rate of 21.8%, 21.8%, and 21.6% for the years ended December 31, 2024, 2023, and 2022, respectively.

Net interest margin increased 12 basis points basis points to 2.85% during the year ended December 31, 2024, from 2.73% during the year ended December 31, 2023. The increase in net interest margin for the year ended December 31, 2024 from the year ended December 31, 2023 was primarily due to an increase in the average balance and yield on interest-earning assets which exceeded the increase in the cost of our interest-earning liabilities.

74

The following tables set forth average balance sheet items, average yields and costs, and certain other information for the periods indicated. All average balances in the table reflect daily average balances. Non-accrual loans were included in the computation of average balances but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees and costs, and discounts and premiums that are amortized or accreted to interest income or expense. Average asset and liability balances included in discontinued operations are included in non-interest-earnings assets and liabilities, respectively.

Average Balances, Interest Earned/Paid, & Average Yields/Costs

As of and for the Year Ended December 31,
202420232022
Average Outstanding BalanceInterestAverage Yield /CostAverage Outstanding BalanceInterestAverage Yield /CostAverage Outstanding BalanceInterestAverage Yield /Cost
(Dollars in thousands)
Interest-earning assets:
Loans (1):
Commercial$11,087,978$591,8855.34%$9,913,968$491,4274.96%$9,147,540$366,0974.00%
Residential3,214,769131,6484.10%2,538,58890,1393.55%2,064,60963,8033.09%
Consumer1,509,516101,5526.73%1,381,74586,1676.24%1,327,41756,9654.29%
Total loans15,812,263825,0855.22%13,834,301667,7334.83%12,539,566486,8653.88%
Non-taxable investment securities197,3917,3423.72%197,6827,2793.68%253,6519,0913.58%
Taxable investment securities5,176,73690,5821.75%6,050,024101,2331.67%8,413,217118,6901.41%
Other short-term investments810,67042,3775.23%720,86437,3955.19%420,8343,2710.78%
Total interest-earning assets21,997,060965,3864.39%20,802,871813,6403.91%21,627,268617,9172.86%
Non-interest-earning assets1,296,780921,622986,865
Total assets$23,293,840$21,724,493$22,614,133
Interest-bearing liabilities:
Deposits:
Savings accounts$1,466,914$3,1360.21%$1,515,713$2170.01%$2,015,651$2090.01%
Interest checking accounts4,167,04343,1871.04%4,070,58524,2350.60%4,890,70911,6750.24%
Money market investments5,283,231140,6952.66%4,918,343104,0022.11%5,057,44513,4790.27%
Time accounts3,146,139150,3494.78%2,303,52097,6214.24%463,2613,2580.70%
Total interest-bearing deposits14,063,327337,3672.40%12,808,161226,0751.77%12,427,06628,6210.23%
Federal funds purchased8%8%964242.49%
Other borrowings68,2271,8022.64%418,87619,9754.77%255,6688,4823.32%
Total interest-bearing liabilities14,131,562339,1692.40%13,227,045246,0501.86%12,683,69837,1270.29%
Demand accounts5,348,1245,404,2086,647,518
Other noninterest-bearing liabilities545,291522,239451,384
Total liabilities20,024,97719,153,49219,782,600
Shareholders’ equity3,268,8632,571,0012,831,533
Total liabilities and shareholders’ equity$23,293,840$21,724,493$22,614,133
Net interest income - FTE$626,217$567,590$580,790
Net interest rate spread (2)1.99%2.05%2.57%
Net interest-earning assets (3)$7,865,498$7,575,826$8,943,570
Net interest margin - FTE (4)2.85%2.73%2.69%
Average interest-earning assets to interest-bearing liabilities155.66%157.28%170.51%
Return on average assets (5)0.51%1.07%0.88%
Return on average equity (6)3.66%9.03%7.05%
Noninterest expenses to average assets (7)2.18%2.35%2.08%

(1)Non-accrual loans are included in loans.

(2)Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

75

(3)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(4)Net interest margin - FTE represents fully-taxable equivalent net interest income divided by average total interest-earning assets. Refer to the earlier “Non-GAAP Financial Measures” section within this Item 7 for additional information.

(5)Represents net income, including net income from discontinued operations, divided by average total assets. Discontinued operations is applicable to the years ended December 31, 2023 and 2022.

(6)Represents net income, including net income from discontinued operations, divided by average equity. Discontinued operations is applicable to the years ended December 31, 2023 and 2022..

(7)Includes noninterest expenses included in results of discontinued operations. Discontinued operations is applicable to the years ended December 31, 2023 and 2022. Refer to Note 23, “Discontinued Operations” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

The following table presents, on a tax equivalent basis, the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.

Rate and Volume Analysis

For the Year Ended December 31, 2024 vs. 2023For the Year Ended December 31, 2023 vs. 2022
Increase (Decrease) Due toTotal Increase (Decrease)Increase (Decrease) Due toTotal Increase (Decrease)
RateVolumeRateVolume
(In thousands)
Interest-earning assets:
Loans
Commercial$39,550$60,908$100,458$92,755$32,575$125,330
Residential15,16326,34641,50910,36515,97126,336
Consumer7,0788,30715,38526,7832,41929,202
Total loans61,79195,561157,352129,90350,965180,868
Non-taxable investment securities74(11)63243(2,055)(1,812)
Taxable investment securities4,469(15,120)(10,651)19,613(37,070)(17,457)
Other short-term investments2904,6924,98230,3153,80934,124
Total interest-earning assets$66,624$85,122$151,746$180,074$15,649$195,723
Interest-bearing liabilities:
Deposits:
Savings accounts$2,926$(7)$2,919$68$(60)$8
Interest checking accounts18,36558718,95214,813(2,253)12,560
Money market investments28,5328,16136,69390,904(381)90,523
Time accounts13,64039,08852,72852,70641,65794,363
Total interest-bearing deposits63,46347,829111,292158,49138,963197,454
Federal funds purchased(12)(12)(24)
Other borrowings(6,318)(11,855)(18,173)4,6736,82011,493
Total interest-bearing liabilities57,14535,97493,119163,15245,771208,923
Change in net interest income$9,479$49,148$58,627$16,922$(30,122)$(13,200)

The following chart shows the composition of our yearly average interest-earning assets for the past five years:

76

Provision for Loan Losses

The provision for loan losses represents the charge to expense that is required to maintain an appropriate level of allowance for loan losses.

We recorded a provision for allowance for loan losses of $67.4 million for the year ended December 31, 2024, compared to a provision of $20.1 million for the year ended December 31, 2023. During the year ended December 31, 2024, we recorded a provision for allowance for loan losses of $40.9 million related to non-PCD loans acquired in connection with our merger with Cambridge which closed on July 12, 2024. Excluding this amount, the provision for the year ended December 31, 2024 was $26.5 million. Management determined a provision to be necessary for the year ended December 31, 2024 primarily due to $42.6 million in charge-offs of commercial real estate loans and due to an increase in specific reserves for commercial real estate loans collateralized by property in the office risk segment. Included in charge-offs of commercial real estate loans during the year ended December 31, 2024 was $41.3 million of charge-offs on loans collateralized by property in the office risk segment which transitioned to non-accrual status during the year ended December 31, 2024 and had not been previously reserved for on a specific reserve basis, and $19.8 million of charge-offs on PCD loans acquired in the merger with Cambridge.

Management’s estimate of our allowance for loan losses as of December 31, 2024 and the provision for loan losses for the year ended December 31, 2024, was supported, in part, by Oxford Economics’ December 2024 Baseline forecast (“the forecast”) which was used to develop management’s estimate of the effect of expected future economic conditions on the allowance for loan losses. The forecast assumed U.S. economic growth in 2025 will be consistent with 2024 as U.S. gross domestic product (“GDP”) will grow by 2.6%. This forecast reflects the impact of steady consumer spending but a slight increase in the unemployment rate. Primary macroeconomic assumptions included in management’s evaluation of the adequacy of the allowance for loan losses included a rise in the unemployment rate and a slight decline in the growth rate of U.S. GDP. Further, the forecast assumed that the FOMC will decrease federal funds rates several times in 2025. Refer to the section titled “Outlook and Trends” within this Item 7 for additional discussion. For additional discussion of our allowance for credit losses measurement methodology, see Note 5, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

To illustrate the sensitivity of the modeled result to the impact of a hypothetical change in the economic forecast, management calculated the allowance for loan losses assuming the downside economic forecast scenario and, separately, the upside economic forecast scenario. The downside scenario assumed the U.S. economy will experience a slight growth in GDP in 2025 of 0.1%. Use of the downside scenario would have resulted in an incremental increase in the allowance for loan losses of approximately $16.9 million as of December 31, 2024. The upside scenario assumed GDP growth of 3.3% in 2025 along with sustained recovery. Use of the upside scenario would have resulted in an incremental decrease in the allowance for loan losses of approximately $6.3 million as of December 31, 2024.

77

Our periodic evaluation of the appropriate allowance for loan losses considers the risk characteristics of the loan portfolio, current economic conditions, and trends in loan delinquencies and charge-offs.

Noninterest Income

The following table sets forth information regarding noninterest income for the periods shown:

Noninterest Income (Loss)

For the Year Ended December 31,Change
20242023Amount%
(Dollars in thousands)
Trust and investment advisory fees$46,126$24,264$21,86290.1%
Service charges on deposit accounts32,00428,6313,37311.8%
Debit card processing fees14,17713,4697085.3%
Interest rate swap income2,8191,5361,28383.5%
Income from investments held in rabbi trusts9,6759,3053704.0%
Losses on sales of commercial and industrial loans(2,738)2,738(100.0)%
Losses on sales of mortgage loans held for sale, net(920)(507)(413)81.5%
Losses on sales of securities available for sale, net(16,798)(333,170)316,372(95.0)%
Other36,83421,45715,37771.7%
Total noninterest income (loss)$123,917$(237,753)$361,670(152.1)%

Noninterest income increased $361.7 million, or 152.1%, to $123.9 million for the year ended December 31, 2024 from a net loss of $237.8 million for the year ended December 31, 2023. This increase was primarily due to a $316.4 million decrease in losses on sales of securities available for sale, a $21.9 million increase in trust and investment advisory fees, a $15.4 million increase in other noninterest income, and a $3.4 million increase in service charges on deposit accounts.

•We recorded losses of $16.8 million and $333.2 million on sales of securities available for sale, net, for the years ended December 31, 2024 and 2023, respectively.

◦In the second quarter of 2024, an early withdrawal of an omnibus deposit contract occurred which had a balance of $100.0 million at the time of the contract termination. Management made the decision to sell certain available for sale securities following the early termination in order to recoup liquidity.

◦In July 2024, following our merger with Cambridge, we sold all securities that we had acquired through the merger. However, such securities had been adjusted to fair value in connection with our merger purchase accounting based upon the quoted sale price. As such, no gain or loss was recognized from the sale of such securities.

◦In the fourth quarter of 2024, management made the decision to sell lower yielding available for sale securities at a loss to offset a gain recognized upon sale of an other equity investment we sold in the fourth quarter of 2024.

◦We recorded losses during the year ended December 31, 2023 as management made the decision to sell certain available for sale securities in connection with a balance sheet repositioning in March 2023.

•Trust and investment advisory fees increased due to an increase in our assets under management, which increased due to an increase in our wealth management and trust operations as a result of our merger with Cambridge through which we acquired $5.0 billion in assets held in a fiduciary, custodial or agency capacity for customers.

•Other noninterest income increased primarily as a result of a $9.3 million gain on sale of an other equity investment held by us, as described above. Also contributing to the increase was $7.8 million of fee income received as a result of the early withdrawal of an omnibus deposit contract which had a balance of $100.0 million, as described above.

•Service charges on deposit accounts increased primarily as a result of increased corporate account analysis charges as a result of an increase in our account analysis service prices charged to customers during the year ended December 31, 2024.

78

Noninterest Expense

The following table sets forth information regarding noninterest expense for the periods shown:

Noninterest Expense

For the Year Ended December 31,Change in Merger & Acquisition Expenses, Net (1)Change Excluding Merger & Acquisition Expenses (1)
Change
20242023Amount%
(Dollars in thousands)
Salaries and employee benefits$302,345$253,037$49,30819.5%$14,714$34,594
Office occupancy and equipment46,51535,99210,52329.2%4,5815,942
Data processing75,38355,30820,07536.3%3,56216,513
Professional services20,07317,3852,68815.5%3,240(552)
Marketing7,8247,5922323.1%70162
FDIC insurance13,86621,874(8,008)(36.6)%(8,008)
Amortization of other intangible assets14,5691,80412,765707.6%12,765
Other27,79325,6102,1838.5%5,002(2,819)
Total noninterest expense$508,368$418,602$89,76621.4%$31,169$58,597

(1)We recorded merger and acquisition expenses of $36.7 million and $5.5 million during the years ended December 31, 2024 and 2023, respectively, related to our merger with Cambridge. These columns display the period-over-period change in merger and acquisition expenses by financial statement line item and the change in account balances excluding such amounts.

Noninterest expense increased by $89.8 million, or 21.4%, to $508.4 million during the year ended December 31, 2024 from $418.6 million during the year ended December 31, 2023. This increase was primarily due to an increase in merger and acquisition expenses of $31.2 million and the following items, which exclude merger and acquisition expenses: a $34.6 million increase in salaries and employee benefits, a $16.5 million increase in data processing, a $12.8 million increase in amortization of intangible assets, and a $5.9 million increase in office occupancy and equipment. These increases were partially offset by a $8.0 million decrease in FDIC insurance expenses.

•Merger and acquisition expenses increased as our merger with Cambridge was completed in the third quarter of 2024 around such time the majority of the related expenses were incurred.

•Salaries and employee benefits expenses increased primarily due to an increase in salaries and wages expense, an increase in share-based compensation, an increase in pension service cost.

◦Salaries and wages expense, excluding merger and acquisition expenses, increased $20.5 million primarily due to an increase in the number of employees as a result of our merger with Cambridge as well as regular annual wage increases.

◦Share-based compensation, excluding merger and acquisition expenses, increased due to an increase in the number of employees in the “2021 Equity Plan”, which was the result of our merger with Cambridge, as well as additional restricted stock awards granted to two new executives who were hired during the year ended December 31, 2024.

◦Pension service cost primarily increased due to an increase in the number of employees enrolled in our Defined Benefit Plan during the year ended December 31, 2024. Also contributing to the increase was an increase in the interest crediting rate on cash balance accounts in the plan during the year ended December 31, 2024.

•Data processing, excluding merger and acquisition expenses, increased primarily as a result of a increase in software expenses, which were primarily driven by an increase in cybersecurity software expenses. The increase in these expenses was driven by efforts to improve our cybersecurity technology to better protect against cybersecurity threats.

•Amortization of intangible assets increased primarily due to an increase in intangible assets in connection with our merger with Cambridge, resulting in a corresponding increase in amortization expense.

•Office occupancy and equipment, excluding merger and acquisition expenses, increased primarily due to the addition of properties resulting from our merger with Cambridge.

79

•FDIC insurance expenses decreased primarily due to the FDIC's special assessment for which the majority was accrued for in the fourth quarter of 2023. In 2023, the FDIC announced that, as required by the FDIA, any losses to the Deposit Insurance Fund (“DIF”) to support uninsured depositors would be recovered by a special assessment. On November 16, 2023, the FDIC published in the Federal Register its final rule that imposes special assessments to recover the loss to the DIF arising from the protection of uninsured depositors in connection with the systemic risk determination announced on March 12, 2023, following the closures of SVB and Signature Bank, as required by the FDIA. We recognized the special assessment estimate of $10.8 million in full upon finalization of the rule in the fourth quarter of 2023. In June 2024, we received the FDIC’s additional special assessment invoice, which included an incremental assessment amount of $1.9 million. We recorded this amount during the second quarter of 2024.

Income Taxes

We recognize the tax effect of all income and expense transactions in each year’s consolidated statements of income, regardless of the year in which the transactions are reported for income tax purposes. The following table sets forth information regarding our tax provision included in continuing operations and applicable tax rates for the periods indicated:

Tax Provision and Applicable Tax Rates

For the Year Ended December 31,
20242023
(Dollars in thousands)
Combined federal and state income tax provisions$36,205$(63,309)
Effective income tax rates23.2%50.2%
Blended statutory tax rate27.7%28.2%

Income tax expense increased by $99.5 million to expense of $36.2 million in the year ended December 31, 2024 from a benefit of $63.3 million in the year ended December 31, 2023. The increase to net expense for the year ended December 31, 2024 was primarily due to pre-tax losses resulting from losses on sales available for sale securities in the first quarter of 2023. Also contributing to the increase was a $7.4 million expense recorded in 2024 for the lost state tax benefit associated with the 2024 Massachusetts state tax net operating loss which cannot be carried over. The state tax net operating losses were due to the tax losses incurred as a result of the liquidation of the securities acquired in connection with our merger with Cambridge.

During the first quarter of 2023, we liquidated Market Street Securities Corporation (“MSSC”), a wholly owned subsidiary, and transferred all of MSSC’s assets to Eastern Bank. In connection with the liquidation and subsequent transfer of securities previously held by MSSC to Eastern Bank, the Company recognized an additional deferred income tax benefit of $23.7 million. This deferred income tax benefit resulted from a state tax rate change applied to the deferred tax asset related to the securities transferred to Eastern Bank.

For additional information related to the Company’s income taxes see Note 13, “Income Taxes” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results could differ from these estimates.

While our significant accounting policies are discussed in detail in Note 2, “Summary of Significant Accounting Policies” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

Allowance for Loan Losses. The allowance for credit losses, or ACL, is established to provide for our current estimate of expected lifetime credit losses on loans measured at amortized cost and unfunded lending commitments at the balance sheet date and is established through a provision for credit losses charged to net income.

Management uses a methodology to systematically estimate the amount of expected lifetime losses in the portfolio. Expected lifetime losses are estimated on a collective basis for loans sharing similar risk characteristics and are

80

determined using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. For commercial and industrial, commercial real estate, commercial construction and business banking portfolios, the quantitative model uses a loan rating system which is comprised of management’s determination of a financial asset’s probability of default (“PD”), loss given default (“LGD”) and exposure at default (“EAD”), which are derived from historical loss experience and other factors. For residential real estate, consumer home equity and other consumer portfolios, our quantitative model uses historical loss experience.

The quantitative model estimates expected credit losses using loan level data over the estimated life of the exposure, considering the effect of prepayments. Economic forecasts, one of the most significant judgments influencing the ACL, are incorporated into the estimate over a reasonable and supportable forecast period of eight quarters, beyond which is a reversion to our historical loss average which occurs over a period of four quarters.

For further discussion of management’s economic forecast assumptions and our sensitivity analysis of the allowance for loan losses as of December 31, 2024, refer to the earlier “Provision for Loan Losses” discussion within the “Results of Operations” within this Item 7. For additional information on our allowance for loan losses, refer to Note 5, “Loans and Allowance for Credit Losses” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

Goodwill. Acquisitions of businesses are accounted for using the acquisition method of accounting whereby goodwill represents the excess of purchase price over the fair value of net assets acquired.

We evaluate goodwill for impairment at least annually, which we performed as of September 30, 2024, using a quantitative impairment approach. Following management’s decision to change its annual assessment date, we performed an assessment as of November 30, 2024, described further below. For additional information regarding the change in annual assessment date, refer to Note 8, “Goodwill and Other Intangible Assets” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K. An assessment is also performed to the extent relevant events and/or circumstances occur which may indicate it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. The quantitative impairment test compares the book value to the fair value of each reporting unit. If the book value exceeds the fair value, an impairment is charged to net income. As of December 31, 2024, management identified one reporting unit for purposes of testing goodwill for impairment: the banking business.

We performed our annual assessment of impairment for the banking business as of September 30, 2024. The assessment included a comparison of the banking reporting unit’s carrying value of equity to estimated fair value of equity using the market capitalization method of the market approach. We evaluated conditions as of the assessment date and how a market participant would evaluate a control premium for the banking reporting unit. The implied control premium was estimated using the discounted cash flow method of the income approach by evaluating the present value of market participant cost savings and synergies. Based upon the assessment, we determined there was no impairment of our goodwill as of September 30, 2024.

In addition, following management’s decision to change the date at which our annual impairment assessment is performed, we performed our annual assessment for the banking business as of November 30, 2024, our new annual assessment date. The assessment included a comparison of the banking reporting unit’s carrying value of equity to estimated fair value of equity based on our market capitalization. The assessment also considered the changes in market conditions from the September 30, 2024 assessment. Based upon the assessment, it was determined there was no impairment of our goodwill as of November 30, 2024. Refer to Note 8, “Goodwill and Other Intangible Assets” within the Notes to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K for additional discussion of the change in annual impairment assessment date.

Significant management judgment is necessary in the determination of the fair value of a reporting unit as the estimated fair value of equity and of the implied control premium requires estimation of future cash flows and the evaluation of the present value of market participant cost savings and synergies. The determination of fair value is a highly subjective process, and actual future cash flows may differ from forecasted results.

Our discount rate was based upon the estimated cost of equity under the Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, size premium, company specific premium and beta specific to a particular reporting unit.

For additional information on our goodwill and other intangibles, refer to Note 8, “Goodwill and Other Intangible Assets” within the Notes to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.

Business Combinations. As indicated above, acquisitions of businesses are accounted for using the acquisition method of accounting. In accordance with applicable accounting guidance, we recognize assets acquired and liabilities assumed at their respective fair values as of the date of acquisition, with the related transaction costs expensed in the period incurred. We use third party valuation specialists to assist in the determination of fair value of certain assets and liabilities at the merger date,

81

including loans, core deposit intangibles, customer list intangibles, trade name intangibles and time deposits. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed on the acquisition date, the estimates are inherently uncertain. For further discussion of our methodology for estimating the fair value of acquired assets and assumed liabilities in connection with our merger with Cambridge, see Note 3, “Mergers and Acquisitions” within the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

The allowance for credit losses on PCD loans is recognized within business combination accounting. The allowance for credit losses on non-PCD loans is recognized as a provision expense in the same period as the business combination. For further discussion of our accounting policies for estimating credit losses on acquired loans, see Note 2, “Summary of Significant Accounting Policies” within the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Income Taxes. We account for income taxes by establishing deferred tax assets and liabilities for the temporary differences between the accounting basis and the tax basis of our assets and liabilities at enacted tax rates. We make significant judgments regarding the amount and timing of recognition of deferred tax assets and liabilities. This requires subjective projections of future taxable income resulting from interest on loans and securities, as well as noninterest income. A valuation allowance is established if it is considered more-likely-than-not that all or a portion of the deferred tax assets will not be realized. Interest and penalties paid on the underpayment of income taxes are classified as income tax expense.

We periodically evaluate the potential uncertainty of our tax positions as to whether it is more-likely-than-not its position would be upheld upon examination by the appropriate taxing authority. The tax position is measured at the largest amount of benefit that we believe is greater than 50% likely of being realized upon settlement.

For additional information on our income taxes, refer to Note 13, “Income Taxes” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

Pension and other Post Retirement Benefit Plans. For information regarding our pension and other postretirement benefit plans including our pension contributions, investment strategies, assumptions, the change in benefit obligation and related plan assets, pension funding requirements and future net benefit payments, refer to Note 2, “Summary of Significant Accounting Policies” and Note 15, “Employee Benefits” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

Our defined benefit pension plans are accounted for on an actuarial basis, which requires the selection of various assumptions, including an expected long-term rate of return on plan assets for our Qualified Defined Benefit Pension Plan (“Defined Benefit Plan”), a discount rate, lump sum conversion rates, compensation and benefit limitation increase assumptions, mortality rates of participants and expectation of mortality improvement. The expected long-term rate of return on plan assets that is utilized in determining Defined Benefit Plan pension expense is derived from periodic studies, which include a review of asset allocation strategies, investment policy, amount and types of expenses that will be paid from the Defined Benefit Plan, and the expected long-term return for the Defined Benefit Plan using recent forward looking capital market assumptions published by leading financial organizations. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return.

In November 2024, an investment policy study was completed for the Defined Benefit Plan. As a result of the study, it was determined that the weighted-average long-term rate of return on assets of 7.25% was reasonable as of December 31, 2024.

Another key assumption in determining net pension expense is the assumed discount rate used to discount plan obligations. We estimate the assumed discount rate for all pension plans using a cash flow matching approach, which uses projected cash flows matched to spot rates along the Financial Times Stock Exchange (“FTSE”) above-median yield curve to determine the weighted-average discount rate for the calculation of the present value of cash flows. We apply the individual annual yield curve rates instead of the assumed discount rate to determine the service cost and interest cost, which more specifically links the cash flows related to service cost and interest cost to bonds maturing in their year of payment.

For our Defined Benefit Plan and the Non-Qualified Benefit Equalization Plan, the interest rates used to convert annuities to the actuarial equivalent lump sum amounts were selected based on the applicable segment rates under Internal Revenue Code Section 417(e) and rounded up to the nearest 25 basis points to account for the increase in bond yields during December 2024.

The Society of Actuaries (“SOA”) most recently issued mortality improvement tables during the year ended December 31, 2021. We reviewed our recent mortality experience and we determined our current mortality assumptions were appropriate to measure our pension plan obligations as of December 31, 2024.

Significant differences in actual experience or significant changes in assumptions may materially affect the pension obligations. The effects of actual results differing from assumptions and the changing of assumptions are included in

82

unamortized net actuarial gains and losses that are subject to amortization to pension expense over future periods. The unamortized pre-tax actuarial loss on all of our pension plans was $34.1 million and $69.7 million at December 31, 2024 and December 31, 2023, respectively. The year-over-year change was primarily due to an increase in plan assets and an increase in discount rates, partially offset by a decrease in lump sum conversion rates assumptions used for determining the benefit obligation.

The overfunded status of all of our pension plans improved during the year ended December 31, 2024 to $110.9 million from $69.0 million primarily due to: (i) actual pension plan investment returns greater than expected of $12.7 million; and (ii) the favorable effect of an increase in discount rates of $22.2 million; partially offset by (iii) changes in other actuarial assumptions and demographic data updates; and (iv) the unfavorable effect of a decrease in lump sum conversion rates of $0.3 million.

The following table illustrates the sensitivity to a change in certain assumptions for the pension plans, holding all other assumptions constant:

Effect on 2024 Pension ExpenseEffect on December 31, 2024 Pension Benefit Obligation
(in thousands)
25 basis point decrease in discount rate$873$9,368
25 basis point increase in discount rate(835)(8,989)
25 basis point decrease in expected rate of return on plan assets1,128N/A
25 basis point increase in expected rate of return on plan assets(1,128)N/A
25 basis point decrease in lump sum conversion rates4542,959
25 basis point increase in lump sum conversion rates(434)(2,841)

Recent Accounting Pronouncements

Relevant standards that we adopted during the year ended December 31, 2024:

In March 2023, the FASB issued ASU 2023-02, Investments–Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (“ASU 2023-02”). This update permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if the following conditions are met:

1.It is probable that the income tax credits allocable to the tax equity investor will be available.

2.The tax equity investor does not have the ability to exercise significant influence over the operating and financial policies of the underlying project.

3.Substantially all of the projected benefits are from income tax credits and other income tax benefits. Projected benefits include income tax credits, other income tax benefits, and other non-income-tax-related benefits. The projected benefits are determined on a discounted basis, using a discount rate that is consistent with the cash flow assumptions used by the tax equity investor in making its decision to invest in the project.

4.The tax equity investor’s projected yield based solely on the cash flows from the income tax credits and other income tax benefits is positive.

5.The tax equity investor is a limited liability investor in the limited liability entity for both legal and tax purposes, and the tax equity investor’s liability is limited to its capital investment.

Under previously effective accounting standards, the proportional amortization method was allowable only for equity investments in low-income-housing tax credit structures. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the income tax credits and other income tax benefits received and recognizes the net amortization and income tax credits and other income tax benefits in the income statement as a component of income tax expense (benefit). Updates made by ASU 2023-02 allow a reporting entity to make an accounting policy election to apply the proportional amortization method on a tax-credit-program-by-tax-credit-program basis. The Company had previously made an accounting policy election to account for its investments in low-income-housing tax credit investments using the proportional amortization method. This election was made upon the Company’s adoption of ASU 2014-01, Investments–Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects, which

83

introduced the option to apply proportional amortization to low-income-housing tax credit investments. We adopted this standard on January 1, 2024 and such adoption did not have a material impact on our Consolidated Financial Statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update:

1.Require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision-maker (“CODM”) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”).

2.Require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.

3.Require that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting in interim periods.

4.Clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. In other words, in addition to the measure that is most consistent with the measurement principles under U.S. GAAP, a public entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources.

5.Require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

6.Require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this update and all existing segment disclosures in Topic 280.

The adoption of this standard did not have a material impact on our Consolidated Financial Statements.

Relevant standards that were recently issued but which we had not yet adopted as of December 31, 2024:

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements–Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). The amendments in this update modify the disclosure or presentation requirements for a variety of topics in the codification. Certain amendments represent clarifications to or technical corrections of the current requirements. The following is a summary of the topics included in the update and which pertain to the Company:

1.Statement of cash flows (Topic 230): Requires an accounting policy disclosure in annual periods of where cash flows associated with derivative instruments and their related gains and loses are presented in the statement of cash flows;

2.Accounting changes and error corrections (Topic 250): Requires that when there has been a change in the reporting entity, the entity disclose any material prior-period adjustment and the effect of the adjustment on retained earnings in interim financial statements;

3.Earnings per share (Topic 260): Requires disclosure of the methods used in the diluted earnings-per-share computation for each dilutive security and clarifies that certain disclosures should be made during interim periods, and amends illustrative guidance to illustrate disclosure of the methods used in the diluted earnings per share computation;

4.Commitments (Topic 440): Requires disclosure of assets mortgaged, pledged, or otherwise subject to lien and the obligations collateralized; and

5.Debt (Topic 470): Requires disclosure of amounts and terms of unused lines of credit and unfunded commitments and the weighted-average interest rate on outstanding short-term borrowings.

For public business entities, the amendments in ASU 2023-06 are effective on the date which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation and S-X or Regulation S-K, the pending content of the related amendment will be removed from the codification and will not become effective for any entity. Early adoption is not permitted and the

84

amendments are required to be applied on a prospective basis. We expect the adoption of this standard will not have a material impact on our Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update are intended to improve income tax disclosure requirements, primarily through enhanced disclosures related to the existing requirements to disclose a rate reconciliation, income taxes paid and certain other required disclosures. Specifically, the amendments in this update:

1.Require that a public entity disclose, on an annual basis: (1) specific categories in the rate reconciliation and (2) additional information for reconciling items that meet a quantitative threshold. The update requires disclosure of such reconciling items according to requirements indicated in the update.

2.Require that all entities disclose certain disaggregated information regarding income taxes paid.

3.Require that all entities disclose certain disaggregated information regarding income tax expense.

4.Eliminate the requirement to: (1) disclose the nature and estimate of the range of reasonably possible changes in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range cannot be made.

5.Remove the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures.

For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Adoption should be done on a prospective basis and retrospective application is permitted.

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to the financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity:

1.Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e).

2.Include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements.

3.Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

4.Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

For public business entities, the amendments in ASU 2024-03 are effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update are to be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements.

Management of Market Risk

General. Market risk is the sensitivity of the net present value of assets and liabilities and/or income to changes in interest rates, foreign exchange rates, commodity prices and other market-driven rates or prices. Interest rate sensitivity is the most significant market risk to which we are exposed. Interest rate risk is the sensitivity of the net present value of assets and liabilities and income to changes in interest rates. Changes in interest rates, as well as fluctuations in the level and duration of assets and liabilities, affect net interest income, our primary source of income. Interest rate risk arises directly from our core banking activities. In addition to directly impacting net interest income, changes in the level of interest rates can also affect the amount of loans originated, the timing of cash flows on loans and securities, and the fair value of assets and liabilities, as well as other aspects of our business.

Governance. The primary goal of interest rate risk management is to attempt to control this risk within policy limits approved by the Risk Management Committee of our Board of Directors (“RMC”), and within the Risk Appetite Statement formally adopted by the Board of Directors and described further below.

85

These limits reflect our tolerance for interest rate risk over both short-term and long-term horizons, are designed to encompass market rate shocks that would take place with both gradual and immediate effect and cover a range of scenarios from mild to extreme market shocks. More specifically, and as further described below, our policy limits govern:

•The maximum amount of acceptable earnings loss due to market risk in year one of a two-year earnings simulation, determined by net interest income analysis;

•The maximum amount of acceptable earnings loss due to market risk in year two of a two-year earnings simulation, determined by net interest income analysis;

•The maximum amount of acceptable decline in the present value of equity due to market risk, determined by economic value of equity analysis;

•The maximum acceptable size of the investment portfolio relative to total assets;

•Concentration limits on investment asset types to ensure appropriate portfolio diversification;

•Maximum maturity and weighted average life per security at time of purchase in both a base case and a shocked rate scenario to measure extension risk;

•The maximum acceptable duration of the investment and hedging derivatives portfolio; and

•Guidelines on accounting classification of securities including held for trading, available for sale and held to maturity.

Policy limits are tested quarterly, and the results are reported to the Asset Liability Committee (“ALCO”), which is a subcommittee of management’s Enterprise Risk Management Committee (“ERMC”), and to RMC. RMC advises the Board of Directors with respect to the adequacy of capital allocated based on the level of risk as well as risk issues that could impact liquidity and/or capital adequacy. From time to time, we expect we will exceed policy limits, in which case we may seek corrective action after considering, among other things, market conditions, customer reaction, and the estimated impact on profitability. A remediation plan will be presented to ALCO, ERMC and RMC that carefully outlines the proposed corrective action.

We attempt to manage interest rate risk by identifying, quantifying, and where appropriate, hedging our exposure to market risk. If assets and liabilities do not re-price simultaneously and in equal volume, the potential for interest rate exposure exists. Our objective is to maintain stability in the growth of net interest income through the maintenance of an appropriate mix of interest-earning assets and interest-bearing liabilities and, when necessary and within limits that management determines to be prudent, through the use of off-balance sheet hedging instruments including, but not limited to, interest rate swaps, floors and caps.

Our asset-liability management strategy is devised and monitored by our ALCO in accordance with policies approved by RMC. ALCO operates under a charter developed and approved by ERMC. ALCO meets monthly, or more frequently as needed, to review, among other things, our sensitivity to interest rate changes, loan pricing and activity, investment activity and strategy, hedging strategies, deposit pricing and funding strategies with respect to overall balance sheet composition, as well as earnings simulations over multiple years. ALCO may meet more frequently if there are changes in the economic environment, such as rapid increases or decreases in interest rates due to or as a result of exogenous or unknown factors so that ALCO can make any necessary strategic adjustments to better manage interest rate risk. ALCO’s membership is comprised of executive management of the Company, and representatives from various lines of business are in regular attendance, including representation from Enterprise Risk Management (“ERM”). ALCO reports regularly to RMC on these risks and objectives with independent oversight and reporting from our Financial and Model Risk Management group within ERM.

As a company offering banking and other financial services, certain elements of risk are inherent in our transactions and operations and are present in the business decisions we make. We, therefore, encounter risk as part of the normal course of our business, and we design risk management processes to help manage these risks. In its oversight of our risk management framework, the Board of Directors has adopted a formal Risk Appetite Statement (“RAS”) which defines the aggregate level of risk and the types of risk the Company is willing to assume to achieve its corporate strategy and objectives. The Board of Directors regularly assesses whether the approved policy limits, as described further above, conform to stated risk appetite. The Board of Directors monitors, on at least a quarterly basis, a set of key risk metrics, including those, but not limited to those, pertaining to market risk. Monitoring these metrics can help to identify trends in risk profile or emerging risks over time, and where applicable, determine where adjustments may be required to business strategy or tactics. Within our risk management framework, the functional responsibilities of risk management are divided into a tiered model, involving three lines of defense:

86

1.The Finance Department to which primary market risk ownership belongs including monitoring and tracking of risk, model development and maintenance, and execution of strategy and tactics to mitigate market risk;

2.The ERM Department which conducts independent risk and controls assessments to ensure appropriate risk identification, management, and reporting. The Model Risk Management group (“MRM”) within ERM is responsible for independent oversight of models used to measure market risk, including model and assumption implementation, development, and conceptual soundness; and

3.The Internal Audit Department which independently assesses the operating effectiveness of the first- and second-line processes and controls.

Comments on Recent Developments. During the past several years, the U.S. economy has experienced both sharp increases and decreases in interest rates. As noted in the earlier section titled “Outlook and Trends” within this Item 7, beginning in March 2022, the Federal Open Market Committee (“FOMC”) voted to increase the federal funds rate multiple times from a range of 0.00% to 0.25% to a range of 5.25% to 5.50% on July 26, 2023. The FOMC next adjusted the federal funds rate on September 18, 2024, when the FOMC reduced the target range by 50 basis points to a range of 4.75% to 5.00% and again on November 7, 2024, when the FOMC reduced the target range further by 25 basis points to a range of 4.50% to 4.75%. Our market risk management framework is designed for the potential for such rapid changes in interest rates, by establishing policy limits on such rapid shocks and periodically back-testing modeled to actual results. Back-testing of top-line results as well as key assumptions is performed against established thresholds as part of our ongoing monitoring governance of our models, and results are reported to ALCO and MRM. Should back-testing results exceed established performance thresholds, the model and underlying assumptions will be reviewed for recalibration.

Net Interest Income Analysis. We analyze our sensitivity to changes in interest rates through a net interest income (“NII”) model. We model our NII over a 12-month and 24-month period assuming no changes in interest rates and a static balance sheet, where cash flows from financial assets and liabilities are replaced with new business of similar terms at current rates. The impact of our interest rate derivatives designated as hedging instruments are included in the model results. We then model NII for the same period under the assumption that market rates increase and decrease instantaneously by certain basis point increments, which vary by period depending upon market conditions, with changes in interest rates representing immediate, permanent, and parallel shifts in the yield curve. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Changes in Interest Rates” column in the table below.

Many assumptions are made in the modeling process for both NII and economic value of equity (“EVE”, discussed further below), including but not limited to the repricing and maturity characteristics of existing and new business, loan and security prepayments, administered deposit rate betas, duration of deposits without stated maturity dates, and other option risks. Management believes these assumptions to be reasonable for the various interest rate environments modeled. However, differences in actual results from these assumptions could change our exposure to interest rate risk. The models assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assume that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Additionally, the model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates. We do not model negative interest rate scenarios.

Because of the limitations inherent in any modeling approach used to measure market risk, including NII and EVE sensitivity analysis, and because, in the event of changes in interest rates, management would take active steps to manage interest rate risk exposure among its financial assets and liabilities, modeling results, including those discussed in “Interest Rate Sensitivity” and “EVE Interest Rate Sensitivity” below, should not be relied upon as a forecast of actual NII or EVE, nor should they be interpreted as management’s expectations of actual results in the event of such interest rate fluctuations. The tables provide an indication of our interest rate risk exposure at a particular point in time, and actual results may differ.

87

The tables below set forth, as of December 31, 2024 and 2023, the modeled changes in our net interest income on an FTE basis that would result from the designated immediate changes in market interest rates:

Interest Rate Sensitivity

As of December 31, 2024
Change in Interest Rates (basis points) (1)Year 1 Change from LevelPolicy Limit
400(2.1)%(20)%
200(0.9)%(12)%
100(0.4)%(10)%
Flat%%
(100)0.2%(10)%
(200)0.3%(12)%
(400)2.4%(20)%
As of December 31, 2023
Change inInterest Rates(basis points) (1)Year 1 Change from LevelPolicy Limit
400(6.1)%(20)%
200(2.9)%(12)%
100(1.4)%(10)%
Flat%%
(100)1.0%(10)%
(200)1.3%(12)%
(400)(0.4)%(20)%

(1)Assumes an immediate uniform change in interest rates at all maturities.

As of December 31, 2024, our model, as indicated above, shows a decline in our net interest income in rising rate scenarios. In the rising rate scenarios, funding costs are modeled to rise faster than income on earning assets, due, in part, to the mix of funding which has shifted towards higher rate paying deposits, which are more sensitive to changes in interest rates. As shown in the table above, the model generated similar results as of December 31, 2023. That is, the model showed a decline in our net interest income in the rising rate scenarios as funding costs were modeled to rise faster than income on earning assets, due, in part, to the shift in our mix of funding. The simulation results are within policy limits and management therefore does not expect a material change to our current strategy over the near term. The rate scenarios that we model at each period end are dependent upon market conditions, which is why the rate scenarios that we model may differ from period-to-period.

Management may use techniques such as investment strategy, loan and deposit pricing, non-core funding strategies, and interest rate derivative financial instruments, within internal policy guidelines, to manage interest rate risk as part of our asset/liability strategy. Hedging strategies such as, for example, receive-fixed and pay-fixed swaps, interest rate caps, floors, or collars, may be used to protect against benchmark interest rates either rising or falling. The type of derivatives we primarily use to hedge market risk are interest rate swap agreements designated as cash flow hedging instruments. When the Federal Reserve began raising interest rates in March of 2022 from very low levels, management began evaluating a derivative strategy designed to limit our exposure to downward rate scenarios. In 2022, management executed a total of $2.4 billion in notional value of receive-fixed interest rate swap agreements on floating-rate loans. These swaps are designated as cash flow hedges and management believes these derivatives provide significant protection against falling interest rates, as they have the effect of converting floating rate loan exposure to fixed rates. These receive-fixed swaps constitute the entirety of our current hedge portfolio. Management may, from time to time, due to actual or projected changes in market rates or our risk exposure, evaluate other hedging strategies, although we believe our current Net Interest Income and Economic Value of Equity simulation analyses support maintaining the current derivatives strategy. For additional information related to our interest rate derivative financial instruments, see Note 18, “Derivative Financial Instruments” within the Notes to the Consolidated Financial Statements included in Part II, Item 8 in this Annual Report on Form 10-K.

88

Economic Value of Equity Analysis. We also analyze the sensitivity of our financial condition to changes in interest rates through our EVE model. This analysis calculates the difference between the present value of expected cash flows from assets and liabilities assuming various changes in current interest rates.

The tables below represent an analysis of our interest rate risk as measured by the estimated changes in our EVE, resulting from an instantaneous and sustained parallel shift in the yield curve (+100, +200, +400 basis points and -100, -200, and -400 basis points) at both December 31, 2024 and 2023. The model requires that interest rates remain positive for all points along the yield curve for each rate scenario which may preclude the modeling of certain falling rate scenarios during periods of lower market interest rates.

Our earnings are not directly or materially impacted by movements in foreign currency rates or commodity prices. Movements in equity prices may have a modest impact on earnings by affecting the volume of activity or the amount of fees from investment-related business lines and by affecting the amount of unrealized gains and losses from securities held in rabbi trusts, the latter of which are partially offset by a corresponding but opposite impact to the amount of employee benefit expense associated with the change in value of plan assets.

EVE Interest Rate Sensitivity (2)

Change in Interest Rates (basis points) (1)As of December 31, 2024EVE as a Percentage of Total Assets (3)
Estimated Increase (Decrease) in EVE from Level
PercentPolicy Limit
400(10.8)%(30)%22.34%
200(5.7)%(20)%22.50%
100(3.0)%N/A22.56%
Flat22.65%
(100)3.2%N/A22.73%
(200)5.6%(20)%22.63%
(400)8.8%(30)%22.06%
Change in Interest Rate (basis points) (1)As of December 31, 2023EVE as a Percentage of Total Assets (3)
Estimated Increase (Decrease) in EVE from Level
Percent (%)Policy Limit
400(17.3)%(30)%18.76%
200(9.9)%(20)%19.37%
100(5.5)%N/A19.73%
Flat20.22%
(100)5.3%N/A20.62%
(200)9.2%(20)%20.73%
(400)13.1%(30)%20.34%

(1)Assumes an immediate uniform change in interest rates at all maturities.

(2)EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

(3)Total assets is the net present value of expected future cash flows.

Liquidity, Capital Resources, Contractual Obligations, Commitments and Contingencies

Liquidity. Liquidity describes our ability to meet the financial obligations that arise in the normal course of business. Liquidity is primarily needed to meet deposit withdrawals and anticipated loan fundings, as well as current and planned expenditures. We seek to maintain sources of liquidity that are reliable and diversified and that may be used during the normal course of business as well as on a contingency basis.

Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from calls, maturities and sales of securities, subject to market conditions. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan and securities prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are unencumbered cash and cash equivalents and securities classified as available for sale, which could be liquidated, subject to market conditions. In the future,

89

our liquidity position will continue to be affected by the level of customer deposits and payments, loan originations and repayments, as well as any acquisitions, dividends, and share repurchases in which we may engage. For the next twelve months, we believe that our existing resources, including our capacity to use brokered deposits and wholesale borrowings, will be sufficient to meet the liquidity and capital requirements of our operations. We may elect to raise additional capital through the sale of additional equity or debt financing to fund business activities such as strategic acquisitions, share repurchases, or other purposes beyond the next twelve months.

We participate in the IntraFi Network, which allows us to provide access to FDIC deposit insurance protection on customer deposits for consumers, businesses and public entities that exceed same-bank FDIC insurance thresholds. We can elect to sell or repurchase this funding as reciprocal deposits from other IntraFi Network banks depending on our funding needs. As of both December 31, 2024 and 2023, we had no IntraFi Network one-way sell deposits. At December 31, 2024 and December 31, 2023, we had repurchased $2.1 billion and $1.3 billion, respectively, of previously sold reciprocal deposits.

Although customer deposits remain our preferred source of funds, maintaining additional sources of liquidity is part of our prudent liquidity risk management practices. We have the ability to borrow from the FHLBB. At December 31, 2024, we had $17.6 million in outstanding advances and the ability to borrow up to an additional $2.4 billion. We also have the ability to borrow from the Federal Reserve Bank of Boston. At December 31, 2024, we had the ability to borrow up to $2.8 billion from the Federal Reserve Bank of Boston Discount Window. At December 31, 2024, cash and cash equivalents were $1.0 billion and secured borrowing capacity at the Federal Reserve Bank and Federal Home Loan Bank totaled $5.2 billion, providing total liquidity sources of $6.2 billion. These liquidity sources provided 90% coverage of all customer uninsured and uncollateralized deposits, which totaled $6.9 billion, or 32% of total deposits, as of December 31, 2024. For further discussion of uninsured deposits, refer to the “Deposits” discussion within the “Financial Position” within this Item 7.

Sources of Liquidity

As of December 31,
20242023
OutstandingAdditional CapacityOutstandingAdditional Capacity
(In thousands)
IntraFi Network reciprocal deposits$2,063,135$$1,309,816$
Brokered certificates of deposit (1)50,000
Federal Home Loan Bank (2)17,5892,375,56517,7382,865,582
Federal Reserve Bank of Boston - Bank Term Funding Program (3)2,449,438
Federal Reserve Bank of Boston - Discount Window (4)2,825,634775,869
Total$2,080,724$5,201,199$1,377,554$6,090,889

(1)The additional borrowing capacity has not been assessed for this category.

(2)As of December 31, 2024 and 2023, loans with a carrying value of $2.3 billion and $4.6 billion, respectively, and securities with a carrying value of $1.0 billion at December 31, 2024 were pledged to the FHLBB resulting in this additional unused borrowing capacity. No securities were pledged to the FHLBB as collateral as of December 31, 2023.

(3)Securities with a carrying value of $2.4 billion at December 31, 2023 were pledged to the Federal Reserve Bank of Boston under the Bank Term Funding Program, resulting in this additional unused borrowing capacity. The Bank Term Funding Program ceased extending new loans March 11, 2024. Accordingly, we had no additional capacity nor any securities pledged to the Federal Reserve Bank of Boston under the Bank Term Funding Program as of December 31, 2024.

(4)Loans with a carrying value of $3.1 billion and $1.1 billion at December 31, 2024 and 2023, respectively, and securities with a carrying value of $794.8 million and $168.8 million at December 31, 2024 and 2023, respectively, were pledged to the Discount Window, resulting in this additional borrowing capacity. The increase in the amount of securities pledged to the Discount Window at December 31, 2024 from December 31, 2023 was due to additional securities pledged which were previously pledged as collateral to the Bank Term Funding Program.

We believe that advanced preparation, early detection, and prompt responses can avoid, minimize, or shorten potential liquidity constraints. Our Board of Directors and management’s ALCO oversee the assessment and monitoring of risk levels, as well as potential responses during unanticipated stress events. As part of our risk management framework, we perform periodic liquidity stress testing to assess our need for liquid assets as well as backup sources of liquidity.

Capital Resources. We are subject to various regulatory capital requirements administered by the Massachusetts Commissioner of Banks, the FDIC and the Federal Reserve (with respect to our consolidated capital requirements). At December 31, 2024 and 2023, we exceeded all applicable regulatory capital requirements, and were considered “well capitalized” under regulatory guidelines. For additional information regarding our regulatory capital requirements, refer to Note

90

14, “Minimum Regulatory Capital Requirements” within the Notes to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.

Contractual Obligations, Commitments and Contingencies. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities. The amounts below assume the contractual obligations and commitments will run through the end of the applicable term and, as such, do not include early termination fees or penalties where applicable.

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. The financial instruments include commitments to originate loans, unused lines of credit, unadvanced portions of construction loans and standby letters of credit, all of which involve elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. Our exposure to credit loss is represented by the contractual amount of the instruments. We use the same credit policies in making commitments as we do for on-balance sheet instruments. Commitments to originate loans are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments are expected to expire without being drawn upon, the total commitments do not necessarily represent future cash requirements.

The following table summarizes our short-term (e.g. maturity of one year or less) and long-term (e.g. maturity of greater than one year) contractual obligations, other commitments and contingencies at December 31, 2024.

One Year or LessAfter One YearTotal
(In thousands)
Commitments to extend credit (1)$1,414,629$5,245,520$6,660,149
Standby letters of credit78,0525,07083,122
Operating lease obligations16,48883,946100,434
FHLB advances2,51515,07417,589
Forward commitments to sell loans6,3746,374
Total$1,518,058$5,349,610$6,867,668

(1)Unused commitments that are deemed to be unconditionally cancellable are included in the less than one year category in the above table. Commitments to extend credit was comprised of $4.0 billion of commitments under commercial loans and lines of credit (including $659.4 million of unadvanced portions of construction loans), $2.3 billion of commitments under home equity loans and lines of credit, $221.4 million in overdraft coverage commitments, $26.6 million of unfunded commitments related to residential real estate loans and $129.9 million in other consumer loans and lines of credit as of December 31, 2024.

Back to the EBC company profile or the MD&A index.