Acquisition/Asset Disposal Form 8 K

On July 12, 2024, Eastern Bankshares, Inc. ("Eastern") completed its previously announced acquisition of Cambridge Bancorp, a Massachusetts corporation ("Cambridge"), pursuant to the Agreement and Plan of Merger, dated as of September 19, 2023 (the "Merger Agreement"), by and among Cambridge, Cambridge Trust Company, Eastern, Eastern Bank and Citadel MS 2023, Inc. ("Merger Sub"). Under the terms of the Merger Agreement, Merger Sub merged with and into Cambridge (the "Merger"), with Cambridge as the surviving entity. Immediately following the Merger, Cambridge merged with and into Eastern (the "Holdco Merger"), with Eastern being the surviving entity. Immediately following the Holdco Merger, Cambridge Bank merged with and into Eastern Bank, with Eastern Bank being the surviving entity (the "Bank Merger" and, together with the Merger and the Holdco Merger, the "Mergers").

Upon the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time") each share of Cambridge common stock, par value $1.00 per share ("Cambridge Common Stock"), outstanding immediately prior to the Effective Time, other than certain shares held by Eastern or Cambridge, was converted into the right to receive 4.956 shares of common stock (the "Exchange Ratio"), par value $0.01 per share, of Eastern ("Eastern Common Stock"). Cambridge shareholders will receive cash in lieu of fractional shares of Eastern Common Stock (the Exchange Ratio and any cash in lieu of fractional shares collectively, the "Merger Consideration").

Immediately prior to the Effective Time, three types of Cambridge equity awards were outstanding: (i) restricted stock units with respect to Cambridge Common Stock ("Cambridge RSUs"); (ii) performance stock units with respect to Cambridge Common Stock ("Cambridge PRSUs"); and (iii) awards of restricted shares of Cambridge common stock ("Cambridge RSAs" and, together with the Cambridge RSUs and the Cambridge PRSUs, the "Cambridge Equity Awards"). A description of the treatment of each type of Cambridge Equity Award in the Merger is set forth in the section titled "Treatment of Cambridge Equity Awards" of the definitive proxy statement filed by Cambridge with the Securities and Exchange Commission on January 16, 2024 and is incorporated herein by reference.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.