As part of the IPO completed on October 14, 2020, the Company established a tax-qualified Employee Stock Ownership Plan to provide eligible employees the opportunity to own Company shares. The ESOP borrowed $149.4 million from the Company to purchase 14,940,652 common shares during the IPO and in the open market. The loan is payable in annual installments over 30 years at an interest rate equal to the Prime rate as published in the The Wall Street Journal. As the loan is repaid to the Company, shares are released and allocated proportionally to eligible participants on the basis of each participant’s proportional share of compensation relative to the compensation of all participants. The unallocated ESOP shares are pledged as collateral on the loan.

The Company accounts for its ESOP in accordance with FASB ASC 718-40, "Compensation – Stock Compensation". Under this guidance, unreleased shares are deducted from shareholders’ equity as unearned ESOP shares in the accompanying Consolidated Balance Sheets. The Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they are committed to be released. To the extent that the fair value of the Company’s ESOP shares differs from the cost of such shares, the difference is credited or debited to equity. As the loan is internally leveraged, the loan receivable from the ESOP to the Company is not reported as an asset nor is the debt of the ESOP shown as a liability in the Company’s Consolidated Balance Sheets. Dividends on unallocated shares are used to pay the ESOP debt.


	As of December 31,
	2024		2023
	(Dollars in thousands)
Allocated shares	1,889,114		1,541,971
Shares committed to be released	103,078		103,230
Unallocated shares (suspense shares)	12,784,387		13,270,932
Total shares	14,776,579		14,916,133
Fair value of unallocated shares	$	220,531	$	188,447

On November 29, 2021, the shareholders of the Company approved the Eastern Bankshares, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of up to 26,146,141 shares of common stock pursuant to grants of restricted stock, restricted stock units (“RSUs”), non-qualified stock options and incentive stock options, any or all of which can be granted with performance-based vesting conditions. Under the 2021 Plan, 7,470,326 shares may be issued as restricted stock or RSUs, including those issued as performance shares and performance share units (“PSUs”), and 18,675,815 shares may be issued upon the exercise of stock options. These shares may be awarded from the Company’s authorized but unissued shares. However, the 2021 Plan permits the grant of additional awards of restricted stock or RSUs above the aforementioned limit, provided that, for each additional share of restricted stock or RSU awarded in excess of such limit, the pool of shares available to be issued upon the exercise of stock options will be reduced by three shares. Pursuant to the terms of the 2021 Plan, each of the Company’s non-employee directors were automatically granted awards of restricted

In the third quarter of 2024, the Company granted a total of 146,178 RSUs to certain executives who joined the Company following the merger with Cambridge. These RSUs vest pro-rata on an annual basis over a period of three years from the date of grant, subject to continued employment. During that same period, the Company also granted a total of 67,350 PSUs, for which vesting is contingent upon the Compensation and Human Capital Management Committee of the Board of Director’s certification, after the conclusion of a period of approximately 2.3 years, that the Company has attained a threshold level of certain performance criteria over such period.

On July 12, 2024, the Company completed its previously announced merger with Cambridge. In connection with the merger and as a component of the purchase consideration, the Company issued 118,693 restricted stock award shares with a fair value of $1.1 million, net of a $0.7 million post-combination fair value adjustment, and, with respect to RSUs and PSUs, credited pre-merger service for employees retained following the merger with Cambridge which amounted to $3.0 million.

In May 2024 the Company granted a total of 56,352 shares of restricted stock to the Company’s non-employee directors which vest after approximately one year from the date of grant. In May 2023 the Company granted a total of 47,820 shares of restricted stock to the Company’s non-employee directors which vest after approximately one year from the date of grant.

In March 2024, the Company granted to all of the Company’s executive officers and certain other employees a total of 416,276 RSUs, which vest pro-rata on an annual basis over a period of three years from the date of the grant, and a total of 234,091 PSUs for which vesting is contingent upon the Compensation and Human Capital Management Committee of the Board of Director’s certification, after the conclusion of a period of approximately 2.8 years from the date of the grant, that the Company has attained a threshold level of certain performance criteria over such period. In March 2023, the Company granted to all of the Company’s executive officers and certain other employees a total of 318,577 RSUs, which vest pro-rata on an annual basis over a period of three years from the date of the grant, and a total of 108,984 PSUs for which vesting is contingent upon the Compensation and Human Capital Management Committee of the Board of Director’s certification, after the conclusion of a three-year period from the date of the grant, that the Company has attained a threshold level of certain performance criteria over such period.

As of December 31, 2024 and 2023, there were 3,844,157 shares and 4,872,494 shares that remained available for issuance as restricted stock or RSU awards (including those that may be issued as performance shares and PSUs), respectively, and 18,675,815 shares that remained available for issuance upon the exercise of stock options at both dates. As of both December 31, 2024 and 2023, no stock options had been awarded under the 2021 Plan.


	For the Years Ended December 31,
	2024			2023
Restricted Stock Awards	Number of Shares	Weighted-Average Grant Price Per Share		Number of Shares	Weighted-Average Grant Price Per Share
Non-vested restricted stock at beginning of year	420,400	$	19.15	525,460	$	20.08
Granted	56,352	13.84		47,820	11.50
Vested	(275,474)	16.27		(152,880)	19.95
Forfeited	(3,026)	14.87		—	—
Converted in connection with merger	118,693	14.87		—	—
Non-vested restricted stock at end of year (1)	316,945	$	18.02	420,400	$	19.15

(1)Includes the effect of modifications to previously awarded and unvested restricted share awards for two plan participants to accelerate vesting. The financial effect of the modifications on total unrecognized compensation expense was not significant.

During the years ended December 31, 2024, 2023, and 2022, 275,474, 152,880, and 136,609 RSA awards vested, respectively. Such awards had a grant date fair value of $4.5 million, $3.0 million, and $2.7 million, respectively. During the years ended December 31, 2024, 2023, and 2022, 56,352, 47,820, and 31,559 RSA awards were granted, respectively. In aggregate, the amount of RSAs granted each year had a grant date fair value of $0.8 million, $0.5 million, and $0.6 million, respectively.


	For the Years Ended December 31,
	2024			2023
Restricted Stock Units	Number of Shares	Weighted-Average Grant Price Per Share		Number of Shares	Weighted-Average Grant Price Per Share
Non-vested restricted stock at beginning of year	952,001	$	19.46	972,325	$	21.08
Granted	562,454	13.83		318,577	15.63
Vested	(372,179)	18.62		(302,908)	21.08
Forfeited	(22,520)	13.20		(35,993)	15.73
Converted in connection with merger	236,766	14.87		—	—
Non-vested restricted stock at end of year (1)	1,356,522	$	16.55	952,001	$	19.46

(1)Includes the effect of modifications to previously awarded and unvested restricted share awards for one plan participant to accelerate vesting. The financial effect of the modifications on total unrecognized compensation expense was not significant.

During the years ended December 31, 2024 and 2023, 372,179 and 302,908 RSU awards vested, respectively. Such awards had a grant date fair value of $6.9 million and $6.4 million, respectively. During the year ended December 31, 2022, no RSU awards vested.


	For the Years Ended December 31,
	2024			2023
Performance Stock Units	Number of Shares	Weighted-Average Grant Price Per Share		Number of Shares	Weighted-Average Grant Price Per Share
Non-vested restricted stock at beginning of year	633,034	$	19.40	533,676	$	21.12
Granted	301,441	10.82		108,984	10.16
Vested	(76,353)	14.87		—	—
Forfeited	—	—		(9,626)	10.16
Converted in connection with merger	111,617	14.87		—	—
Non-vested restricted stock at end of year	969,739	$	16.63	633,034	$	19.40

During the year ended December 31, 2024, 76,353 PSU awards vested which represent the accelerated vesting of awards assumed from Cambridge which were converted to awards of the Company upon completion of the merger. Such awards had a grant date value of $1.1 million. No PSU awards vested during the years ended December 31, 2023 and 2022, respectively.

Included in vested RSU and PSU shares, as shown in the tables above, are shares withheld for employee payroll taxes. The aggregate number of RSU and PSU shares withheld for payroll taxes during the years ended December 31, 2024 and 2023 was 147,323 and 95,808, respectively. No RSU or PSU awards vested during the year ended December 31, 2022.

As of December 31, 2024 and 2023, there was $21.4 million and $26.8 million, respectively, of total unrecognized compensation expense related to unvested restricted stock awards, restricted stock units and performance stock units granted and issued under the 2021 Plan, as applicable. As of December 31, 2024, this cost is expected to be recognized over a weighted average remaining period of approximately 1.4 years. As of December 31, 2023, this cost was expected to be recognized over a weighted average remaining period of approximately 2.2 years.