As filed with the Securities and Exchange Commission on June 27, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cambridge Bancorp

(Exact name of registrant as specified in its charter)

Massachusetts	6022	04-2777442
(State or Other Jurisdiction of Incorporation)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

1336 Massachusetts Avenue

Cambridge, MA 02138

(617) 876-5500

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Michael F. Carotenuto

Chief Financial Officer

Cambridge Bancorp

1336 Massachusetts Avenue

Cambridge, MA 02138

(617) 876-5500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Richard A. Schaberg, Esq. Les B. Reese, III, Esq.
Hogan Lovells US LLP 555 Thirteenth Street, NW
Columbia Square Washington, DC 20004
(202) 637-5600 Samantha M. Kirby, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED JUNE 27, 2022

Proxy Statement/Prospectus

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On May 23, 2022, the boards of directors of Cambridge Bancorp (“Cambridge”), Cambridge’s wholly-owned subsidiary, Cambridge Trust Company, and Northmark Bank (“Northmark”) each approved a merger agreement among Cambridge, Cambridge Trust Company and Northmark, pursuant to which Northmark will merge with and into Cambridge Trust Company, with Cambridge Trust Company surviving the merger.

Northmark is holding a special meeting for its shareholders to vote on the merger agreement. The special meeting of Northmark shareholders will be held at                 on                 , at                 , local time. Approval of the merger agreement requires the affirmative vote of holders of at least two-thirds of the shares of Northmark common stock entitled to vote at the special meeting. The board of directors of Northmark recommends that Northmark shareholders vote “FOR” approval of the merger agreement.

If the merger is completed, Northmark shareholders will receive 0.9950 shares of Cambridge common stock for each share of Northmark common stock they own on the effective date of the merger. Northmark shareholders will also receive cash in lieu of any fractional shares they would have otherwise received in the merger.

As described in more detail elsewhere in this proxy statement/prospectus, under the terms of the merger agreement, in the event that the average closing price of Cambridge common stock for a specified period prior to the closing is less than $63.95 per share and the decrease in the price of Cambridge common stock is more than 20% greater than the decrease in the NASDAQ Bank Index over the same period, Northmark has the right to terminate the merger agreement, provided that Cambridge has the option to increase the amount of Cambridge common stock issuable to Northmark shareholders or make cash payments to holders of Northmark common stock to prevent such termination.

Cambridge common stock is listed on the NASDAQ Stock Market under the symbol “CATC.” Northmark common stock is not listed on any national securities exchange or quoted on any interdealer quotation system. On May 20, 2022, which was the last trading day preceding the public announcement of the proposed merger, the closing price of Cambridge common stock was $79.94 per share, which after giving effect to the exchange ratio has an implied value of $79.54 per share. On                , 2022, which was the most recent practicable trading day before the printing of this proxy statement/prospectus, the closing price of Cambridge common stock was $                , which after giving effect to the exchange ratio, has an implied value of approximately $                per share. The market price of Cambridge common stock will fluctuate between now and the closing of the merger. We urge you to obtain current market quotations for Cambridge common stock before you vote.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card as soon as possible to make sure your shares are represented at the special meeting. If you submit a properly signed proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” the proposal to approve the merger agreement. The failure to vote by submitting your proxy or attending the special meeting and voting in person will have no impact on the proposal.

This document serves as the proxy statement for the special meeting of Northmark and the prospectus for the shares of Cambridge common stock to be issued in connection with the merger, and describes the Northmark special meeting, the merger, the documents related to the merger and other related matters. We encourage you to read this proxy statement/prospectus in its entirety, including the documents attached as appendices and the section titled “Risk Factors” beginning on page 19.

Thank you for your cooperation and continued support.

Sincerely,

Daniel J. Murphy III

Chairman of the Board of Directors

Neither the Securities and Exchange Commission nor any state securities commission or bank regulatory agency has approved or disapproved of the securities to be issued in the merger or determined if the attached proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The shares of Cambridge common stock to be issued in the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by any federal or state governmental agency.

This proxy statement/prospectus is dated                , 2022, and is first being mailed to Northmark shareholders on or about                , 2022.

89 Turnpike Street

North Andover, Massachusetts 01845

(978) 686-9100

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON                , 2022

A special meeting of shareholders of Northmark Bank (“Northmark”) will be held at                 on                 , at                 , local time, to consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of May 23, 2022 (the “merger agreement”), by and among Cambridge Bancorp (“Cambridge”), Cambridge Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Cambridge, and Northmark, pursuant to which Northmark will merge with and into Cambridge Trust Company, with Cambridge Trust Company surviving the merger.

The merger agreement and proposed merger of Northmark with and into Cambridge Trust Company are more fully described in the attached proxy statement/prospectus, which you should read carefully and in its entirety before voting. A copy of the merger agreement is included as Annex A to the attached proxy statement/prospectus.

The board of directors of Northmark has established the close of business on                 , 2022 as the record date for the special meeting. Only record holders of Northmark common stock as of the close of business on that date will be entitled to notice of and to vote at the special meeting or any adjournment or postponement of that meeting. A list of shareholders entitled to vote at the special meeting will be available for inspection at the special meeting and before the special meeting, during the period beginning two business days after notice of the meeting is given and upon written request by any Northmark shareholder. The affirmative vote of holders of at least two-thirds of the shares of Northmark common stock entitled to vote at the special meeting is required to approve the merger agreement.

Your vote is important, regardless of the number of shares that you own. Please complete, sign and return the enclosed proxy card promptly in the enclosed postage-paid envelope. Voting by proxy will not prevent you from voting in person at the special meeting, but will assure that your vote is counted if you are unable to attend. You may revoke your proxy at any time before the meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions furnished to you by such record holder with these materials.

Under Massachusetts law, Northmark shareholders who do not vote in favor of the merger agreement will have the right to seek the fair value of their shares of Northmark common stock if the merger is completed, but only if they strictly comply with Massachusetts law procedures explained in the attached proxy statement/prospectus. See the section of the attached proxy statement/prospectus entitled “Proposal 1—The Merger—Dissenters’ Rights” beginning on page 54. The applicable Massachusetts law is reproduced in its entirety in Annex C to the attached proxy statement/prospectus.

The Northmark board of directors recommends that you vote “FOR” approval of the merger agreement

By Order of the Board of Directors,

Daniel J. Murphy III

Chairman and Clerk

North Andover, Massachusetts

                    , 2022

PLEASE DO NOT SEND STOCK CERTIFICATES WITH THE PROXY CARD. YOU WILL BE SENT SEPARATE INSTRUCTIONS REGARDING THE SURRENDER OF YOUR STOCK CERTIFICATES.

ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates by reference important business and financial information about Cambridge from documents that are not included in or delivered with the proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone from Cambridge at the following addresses and telephone numbers:

Cambridge Bancorp

1336 Massachusetts Avenue

Cambridge, Massachusetts 02138

(617) 520-5520

Attention: Michael F. Carotenuto

Chief Financial Officer

(617) 520-5520

www.cambridgetrust.com

To obtain timely delivery, you must request the information no later than                 , 2022.

For a more detailed description of the information incorporated by reference into the accompanying proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 83.

The accompanying proxy statement/prospectus provides a detailed description of the merger and the merger agreement. We urge you to read the proxy statement/prospectus, including any documents incorporated by reference into the proxy statement/prospectus, and its annexes carefully and in their entirety. If you have any questions concerning the merger, the other meeting matters or the proxy statement/prospectus, or need assistance voting your shares, please contact Jane C. Walsh, President and Chief Executive Officer of Northmark, at the address or telephone number listed below:

89 Turnpike Street

North Andover, Massachusetts 01845

(978) 686-9100

Please do not send your stock certificates at this time. You will be sent separate instructions regarding the surrender of your stock certificates.

ABOUT THIS DOCUMENT

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration Statement No. 333-                ) filed by Cambridge with the SEC, constitutes a prospectus of Cambridge for purposes of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Cambridge common stock to be issued to Northmark shareholders in exchange for shares of Northmark common stock pursuant to the merger agreement, as such agreement may be amended or modified from time to time. This proxy statement/prospectus also constitutes a proxy statement for Northmark. In addition, it constitutes a notice of special meeting of Northmark shareholders.

You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated                , 2022, and you should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than that date (or, in the case of documents incorporated by reference, their respective dates). Neither the mailing of this proxy statement/prospectus to Northmark shareholders nor the issuance by Cambridge of shares of Cambridge common stock pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or to any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding Cambridge has been provided by Cambridge and information contained in this proxy statement/prospectus regarding Northmark has been provided by Northmark.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE NORTHMARK SPECIAL MEETING	1
SUMMARY	6
The Companies	6
The Special Meeting of Shareholders of Northmark	7
The Merger and the Merger Agreement	8
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF CAMBRIDGE BANCORP	14
SELECTED HISTORICAL FINANCIAL DATA OF NORTHMARK BANK	16
CAMBRIDGE MARKET PRICE DATA AND DIVIDEND INFORMATION	18
RISK FACTORS	19
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS	26
INFORMATION ABOUT THE COMPANIES	28
Cambridge Bancorp	28
Cambridge Trust Company	28
Northmark Bank	29
Security Ownership of Certain Beneficial Owners and Management	29
THE SPECIAL MEETING OF NORTHMARK SHAREHOLDERS	31
Date, Time and Place of the Special Meeting	31
Purpose of the Special Meeting	31
Vote Required	31
Recommendation of Northmark Board of Directors	31
Record Date; Outstanding Shares; Shares Entitled to Vote	31
Quorum	31
Share Ownership of Management; Voting Agreements	31
Voting in Person	32
Voting by Proxy	32
How to Revoke Your Proxy	32
Abstentions and Broker Non-Votes	33
Proxy Solicitation	33
Stock Certificates	33
PROPOSAL 1—THE MERGER	34
General	34
Background of the Merger	34
Northmark’s Reasons for the Merger	35
Recommendation of the Northmark Board of Directors	37
Opinion of Griffin Financial Group, LLC, Financial Advisor to Northmark	37
Interests of Northmark’s Directors and Executive Officers in the Merger	49
Boards of Directors of Cambridge and Cambridge Trust Company After the Merger	50
Material U.S. Federal Income Tax Consequences of the Merger	50
Regulatory Approvals Required for the Merger	52
Accounting Treatment of the Merger	54
Dissenters’ Rights	54
Restrictions on Sales of Shares by Certain Affiliates	57
Stock Exchange Listing	58
THE MERGER AGREEMENT	59
Structure	59
Effective Time and Timing of Closing	59
Boards of Directors of Cambridge and Cambridge Trust Company After the Merger	60
Consideration to be Received in the Merger	60
Exchange of Northmark Stock Certificates for Cambridge Stock Certificates	60

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Representations and Warranties	60
Conduct of Business Pending the Merger	62
Northmark Special Meeting	65
No Solicitation	65
Employee Benefits	67
Indemnification and Insurance	68
Voting Agreements	69
Additional Agreements	69
Conditions to Completion of the Merger	69
Termination	71
Termination Fee	73
Waiver and Amendment	73
Expenses	73
Specific Performance	73
COMPARISON OF SHAREHOLDER RIGHTS	74
LEGAL MATTERS	81
EXPERTS	81
FUTURE SHAREHOLDER PROPOSALS	82
HOUSEHOLDING OF PROXY MATERIALS	82
WHERE YOU CAN FIND MORE INFORMATION	83
ANNEX A—AGREEMENT AND PLAN OF MERGER	A-1
ANNEX B—OPINION OF GRIFFIN FINANCIAL GROUP, LLC	B-1
ANNEX C—MASSACHUSETTS LAW CONCERNING DISSENTERS’ RIGHTS	C-1

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE NORTHMARK SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger and the Northmark special meeting. These questions and answers may not address all questions that may be important to you as a shareholder. To better understand these matters, and for a description of the legal terms governing the merger, you should carefully read this entire proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference into this proxy statement/prospectus.

Q: Why am I receiving this proxy statement/prospectus?

A: The boards of directors of Cambridge, Cambridge Trust Company and Northmark have each approved the merger of Northmark with and into Cambridge Trust Company under the terms of the merger agreement that is described in this proxy statement/prospectus. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A. In order to complete the merger, Northmark shareholders must approve the merger agreement. Northmark will hold a special meeting of shareholders to obtain this approval. This proxy statement/prospectus contains important information about the merger, the merger agreement, the Northmark special meeting and other related matters, and you should read it carefully. The enclosed voting materials for the special meeting allow you to vote your shares of common stock without attending the Northmark special meeting in person.

This document is both a proxy statement of Northmark and a prospectus of Cambridge. It is a proxy statement because the board of directors of Northmark is soliciting proxies from Northmark shareholders. Your proxy will be used at the special meeting or at any adjournment or postponement of the special meeting. It is also a prospectus because Cambridge will issue Cambridge common stock to Northmark shareholders as consideration in the merger, and this prospectus contains information about that common stock.

Q: What will happen in the merger?

A: In the proposed merger, Northmark will merge with and into Cambridge Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Cambridge, with Cambridge Trust Company surviving the merger.

Q: What will I receive in the merger?

A: If the merger is completed, Northmark shareholders will be entitled to receive 0.9950 shares of Cambridge common stock for each outstanding share of Northmark common stock held at the time of the merger and cash in lieu of fractional shares as described below.

The value of the merger consideration is dependent upon the value of Cambridge common stock and therefore will fluctuate with the market price of Cambridge common stock. Accordingly, any change in the price of Cambridge common stock prior to the merger will affect the market value of the merger consideration that Northmark shareholders may receive upon the closing of the merger.

Following the merger, Cambridge common stock will continue to trade on NASDAQ under the symbol “CATC.”

Q: Will I receive any fractional shares of Cambridge common stock as part of the merger consideration?

A: No. Cambridge will not issue any fractional shares of Cambridge common stock in the merger. Instead, Cambridge will pay you the cash value of a fractional share (without interest) in an amount determined by multiplying the fractional share interest to which you would otherwise be entitled by the average of the closing sales prices of one share of Cambridge common stock on NASDAQ for the five trading days ending on the third business day immediately prior to the closing date, rounded to the nearest whole cent.

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Q: What are the material U.S. federal income tax consequences of the merger to U.S. holders of shares of Northmark common stock?

A: The merger is intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, Northmark shareholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the conversion of shares of Northmark common stock into shares of Cambridge common stock, except that such holders will recognize gain (but not loss) to the extent such holders receive cash in lieu of any fractional share of Cambridge common stock that a Northmark shareholder would otherwise be entitled to receive. See “Proposal 1—The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 50.

Q: Will I be able to trade the shares of Cambridge common stock that I receive in the merger?

A: You may freely trade the shares of Cambridge common stock issued in the merger, unless you are an “affiliate” of Cambridge as defined by Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Affiliates consist of individuals or entities that control, are controlled by or are under the common control with Cambridge, and include the executive officers and directors of Cambridge after the merger and may include significant shareholders of Cambridge.

Q: What are the conditions to completion of the merger?

A: The obligations of Cambridge and Northmark to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals and tax opinions, and the approval of the merger agreement by the shareholders of Northmark.

Q: When do you expect the merger to be completed?

A: We will complete the merger when all of the conditions to completion contained in the merger agreement are satisfied or waived, including obtaining required regulatory approvals and the approval of the merger agreement by Northmark shareholders at the special meeting. While we expect the merger to be completed in the fourth quarter of 2022, we cannot assure you of the actual timing.

Q: What shareholder approvals are required to complete the merger?

A: The merger cannot be completed unless the holders of at least two-thirds of the shares of Northmark common stock entitled to vote at the special meeting vote to approve the merger agreement.

Q: Are there any shareholders already committed to voting in favor of the merger agreement?

A: Yes. Each of the directors and certain executive officers of Northmark have entered into a voting agreement with Cambridge requiring each of them to vote all shares of Northmark common stock owned by such person in favor of approval of the merger agreement. As of the record date, the directors and the executive officers of Northmark collectively held                shares of Northmark common stock, which represented approximately                % of the outstanding shares of Northmark common stock.

Q: When and where is the special meeting?

A: The special meeting will be held at                 on                 , at                 , local time.

Q: What will happen at the special meeting?

A: At the special meeting, Northmark shareholders will consider and vote on the proposal to approve the merger agreement.

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Q: Who is entitled to vote at the special meeting?

A: All holders of Northmark common stock who held shares at the close of business on                , 2022, which is the record date for the special meeting of shareholders, are entitled to receive notice of and to vote at the special meeting. Each holder of Northmark common stock is entitled to one vote for each share of Northmark common stock owned as of the record date.

Q: What constitutes a quorum for the special meeting?

A: The quorum requirement for the special meeting is the presence in person or by proxy of a majority of the total number of shares of Northmark stock entitled to vote.

Q: How does the board of directors of Northmark recommend I vote?

A: The Northmark board of directors recommends that shareholders vote “FOR” approval of the merger agreement.

Q: Are there any risks that I should consider in deciding whether to vote for approval of the merger agreement?

A: Yes. You should read and carefully consider the risk factors set forth in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 19, as well as the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section of this proxy statement/prospectus entitled “Information Regarding Forward-Looking Statements” beginning on page 26.

Q: What do I need to do now?

A: You should carefully read and consider the information contained in or incorporated by reference into this proxy statement/prospectus, including its annexes. It contains important information about the merger, the merger agreement, Cambridge, Cambridge Trust Company and Northmark. After you have read and considered this information, you should complete and sign your proxy card and return it in the enclosed postage-paid envelope as soon as possible so that your shares will be represented and voted at the special meeting.

Q: How may I vote my shares for the special meeting proposal presented in this proxy statement/prospectus?

A: You may vote by completing, signing, dating and returning the proxy card in the enclosed postage-paid envelope as soon as possible. This will enable your shares to be represented and voted at the special meeting. If you attend the meeting, you may deliver your completed proxy card in person or may vote by completing a ballot that will be available at the meeting. If your shares are registered in “street name” in the name of a bank, broker or other nominee and you wish to vote in person at the meeting, you will need to obtain a legal proxy from your bank or brokerage firm. Please consult the voting form sent to you by your bank or broker to determine how to obtain a legal proxy in order to vote in person at the special meeting.

Q: How will my shares be represented at the special meeting?

A: At the special meeting, the individuals named in your proxy card will vote your shares in the manner you requested if you properly signed and submitted your proxy. If you sign your proxy card and return it without indicating how you would like to vote your shares, your proxy will be voted “FOR” approval of the merger agreement.

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

A: No. Your broker, bank or other nominee will not vote your shares unless you provide instructions to your broker, bank or other nominee on how to vote. You should instruct your broker, bank or other nominee to vote your shares by following the instructions provided by the broker, bank or nominee with this proxy statement/prospectus.

Q: What if I fail to submit my proxy card?

A: If you fail to properly submit your proxy card, and you do not attend the special meeting and vote your shares in person, your shares will not be voted. This will have the same effect as a vote “AGAINST” approval of the merger agreement.

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

A: Yes. Although the Northmark board of directors requests that you return the proxy card accompanying this proxy statement/prospectus, all Northmark shareholders are invited to attend the special meeting. Shareholders of record on                , 2022 can vote in person at the special meeting.

Q: Can I change my vote after I have submitted my proxy?

A: Yes. There are three ways you can change your vote at any time after you have submitted your proxy and before your proxy is voted at the special meeting:

• you may deliver a written notice bearing a date later than the date of your proxy card to Northmark’s President and Chief Executive Officer at the address listed below, stating that you revoke your proxy;

• you may submit a new signed proxy card bearing a later date; or

• you may attend the special meeting and vote in person, although attendance at the special meeting will not, by itself, revoke a proxy.

You should send any notice of revocation to:

Northmark Bank

89 Turnpike Street

North Andover, Massachusetts 01845

(978) 686-9100

Attention: Jane C. Walsh, President and Chief Executive Officer

If you have instructed a bank, broker or other nominee to vote your shares, you must follow the directions you receive from your bank, broker or other nominee to change your voting instructions.

Q: What happens if I sell my shares after the record date but before the special meeting?

A: If you sell or otherwise transfer your shares after the record date, but before the date of the special meeting, you will retain your right to vote at the special meeting, but you will not have the right to receive the merger consideration to be received by shareholders in the merger. In order to receive the merger consideration, a shareholder must hold his or her shares through completion of the merger.

Q: Are shareholders entitled to seek appraisal or dissenters’ rights if they do not vote in favor of the approval of the merger agreement?

A: Yes. Shareholders will have the right to dissent from the merger if they properly follow the requirements of Massachusetts law.

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Q: Should shareholders send in their stock certificates now?

A: No. Shareholders will receive an election form and instructions for surrendering their stock certificates prior to the closing of the merger. In the meantime, you should retain your stock certificates because they are still valid. Please do not send in your stock certificates with your proxy card.

Q: Where can I find more information about Cambridge?

A: You can find more information about Cambridge from the various sources described in the section entitled “Where You Can Find More Information” beginning on page 83.

Q: Whom should I call with questions?

A: If you have any questions concerning the merger, the other meeting matters or the proxy statement/prospectus, or need assistance voting your shares, please contact Jane C. Walsh, President and Chief Executive Officer of Northmark, at the address or telephone number listed below:

Northmark Bank

89 Turnpike Street

North Andover, Massachusetts 01845

(978) 686-9100

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. We urge you to read carefully the entire document and the other documents to which this proxy statement/prospectus refers in order to fully understand the merger and the related transactions. See “Where You Can Find More Information” beginning on page 83. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (Page 28)

Cambridge Bancorp

Cambridge is a federally registered bank holding company headquartered in Cambridge, Massachusetts, and was incorporated as a Massachusetts corporation in 1983. Cambridge is the sole shareholder of Cambridge Trust Company, a Massachusetts trust company chartered in 1890.

Cambridge Trust Company

Cambridge Trust Company is a commercial bank regulated by the Massachusetts Division of Banks and the Federal Deposit Insurance Corporation (the “FDIC”). As of March 31, 2022, Cambridge Trust Company has approximately $5.0 billion in assets. Cambridge Trust Company operates 19 full-service banking offices in Eastern Massachusetts and New Hampshire.

Cambridge Trust Company offers a full range of commercial and consumer banking services through its network of 19 banking offices in Eastern Massachusetts and New Hampshire. Cambridge Trust Company is engaged principally in the business of attracting deposits from the public and investing those deposits. Cambridge Trust Company invests those funds in various types of loans, including residential, commercial real estate (“CRE”), commercial, and consumer loans. Cambridge Trust Company also invests its deposits and borrowed funds in investment securities and has two wholly owned Massachusetts security corporations, CTC Security Corporation and CTC Security Corporation III, for this purpose. Deposits at Cambridge Trust Company are insured by the FDIC for the maximum amount permitted by FDIC regulations.

Cambridge Trust Company also utilizes its subsidiary and non-depository trust company, Cambridge Trust Company of New Hampshire, Inc., to provide specialized wealth management services in New Hampshire.

As a private bank, Cambridge Trust Company focuses on four core services that center around client needs. Its core services include Wealth Management, Commercial Banking, Consumer Lending and Personal Banking. Cambridge Trust Company’s customers consist primarily of consumers and small- and medium-sized businesses in the communities and surrounding areas throughout Massachusetts and New Hampshire. Cambridge Trust Company’s Wealth Management Group has five offices: two in Massachusetts in Boston and Wellesley, and three in New Hampshire in Concord, Manchester, and Portsmouth. As of March 31, 2022, Cambridge Trust Company had Assets under Management and Administration of approximately $4.7 billion. The Wealth Management Group offers comprehensive investment management, as well as trust administration, estate settlement, and financial planning services. Cambridge Trust Company’s wealth management clients value personal service and depend on the commitment and expertise of Cambridge Trust Company’s experienced banking, investment, and fiduciary professionals.

Cambridge Trust Company operates in Eastern Massachusetts and Southern New Hampshire. Its primary lending market includes Middlesex and Norfolk counties in Massachusetts and Rockingham and Hillsborough counties in

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New Hampshire. Cambridge Trust Company benefits from the presence of numerous institutions of higher learning, medical care and research centers, a vibrant innovation economy in life sciences and technology, and the corporate headquarters of several significant financial service companies within the Boston area. Eastern Massachusetts also has many high-technology companies employing personnel with specialized skills. These factors affect the demand for wealth management services, residential homes, multi-family apartments, office buildings, shopping centers, industrial warehouses, and other commercial properties.

Cambridge Trust Company’s lending area is primarily an urban market area with a substantial number of one-to-four-unit residential properties, some of which are non-owner occupied, as well as apartment buildings, condominiums, office buildings, and retail space. As a result, its loan portfolio contains a significantly greater number of multi-family and CRE loans compared to institutions that operate in non-urban markets.

At March 31, 2022, Cambridge had $5.0 billion in assets, $4.5 billion in deposits and $436.2 million of shareholders’ equity.

Cambridge’s principal executive offices are located at 1336 Massachusetts Avenue, Cambridge, Massachusetts 02138, its phone number is (617) 520-5520 and its website is www.cambridgetrust.com. Information that is included in this website does not constitute part of this proxy statement/prospectus.

Northmark Bank

Northmark, a full service commercial bank, was founded in 1987 as a Massachusetts-chartered trust company. Northmark operates out of its main office in North Andover, Massachusetts, and its two branch offices in Andover and Winchester, Massachusetts. Northmark offers traditional community bank loan and deposit products.

At March 31, 2022, Northmark had $442.5 million in assets, $380.8 million in deposits and $53.6 million of shareholders’ equity.

Northmark’s principal executive offices are located at 89 Turnpike Street, PO Box 825, North Andover, Massachusetts 01845, its phone number is (978) 686-9100 and its website is www.northmarkbank.com. Information that is included in this website does not constitute part of this proxy statement/prospectus.

The Special Meeting of Shareholders of Northmark

Date, Time and Place of the Special Meeting (Page 31)

Northmark will hold its special meeting of shareholders at                 on                 , at                 , local time.

Purpose of the Special Meeting (Page 31)

At the special meeting, you will be asked to vote on the proposal to approve the merger agreement.

Recommendation of Northmark Board of Directors (Page 31)

The Northmark board of directors recommends that you vote “FOR” approval of the merger agreement.

Record Date; Outstanding Shares; Shares Entitled to Vote (Page 31)

Only holders of record of Northmark common stock at the close of business on the record date of                , 2022 are entitled to notice of and to vote at the special meeting. As of the record date, there were                shares of Northmark common stock outstanding, held of record by approximately                shareholders.

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Quorum; Vote Required (Page 31)

A quorum of Northmark shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of shares of Northmark common stock entitled to vote are present in person or represented by proxy at the special meeting, a quorum will exist. Abstentions will be counted for purposes of determining whether a quorum is present.

The affirmative vote of holders of at least two-thirds of the shares of Northmark common stock entitled to vote at the special meeting is required to approve the merger agreement.

Share Ownership of Management; Voting Agreements (Page 31)

As of the record date, the directors and executive officers of Northmark collectively held                shares of Northmark common stock, which represented approximately                % of the outstanding shares of Northmark common stock.

Each of the directors and certain executive officers of Northmark have entered into a voting agreement with Cambridge, requiring each of them to vote all shares of Northmark common stock beneficially owned by such person in favor of approval of the merger agreement.

The Merger and the Merger Agreement

The proposed merger is of Northmark with and into Cambridge Trust Company, with Cambridge Trust Company surviving the merger. The merger agreement is attached to this proxy statement/prospectus as Annex A. Please carefully read the merger agreement as it is the legal document that governs the merger.

Structure of the Merger (Page 59)

In the proposed merger, Northmark will merge with and into Cambridge Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Cambridge, with Cambridge Trust Company surviving the merger. Shares of Cambridge will continue to trade on NASDAQ with the NASDAQ trading symbol “CATC.” Upon completion of the merger, the separate existence of Northmark will terminate.

Consideration to be Received in the Merger (Page 60)

Upon completion of the merger, each outstanding share of Northmark common stock will be converted into the right to receive 0.9950 shares of Cambridge common stock. No fractional shares of Cambridge common stock will be issued to any holder of Northmark common stock upon completion of the merger. For each fractional share that would otherwise be issued, Cambridge will pay each shareholder cash (without interest) in an amount determined by multiplying the fractional share interest to which such shareholder would otherwise be entitled by the average of the closing sales prices of one share of Cambridge common stock on NASDAQ for the five trading days ending on the third business day immediately prior to the closing date, rounded to the nearest whole cent.

Opinion of Griffin Financial Group, LLC, Financial Advisor to Northmark (Page 37)

Griffin Financial Group, LLC (“Griffin”) acted as financial advisor to Northmark’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. As part of its engagement, representatives of Griffin attended the meeting of the Northmark board of directors held on May 23, 2022, at which the Northmark board of directors evaluated the proposed merger. At this meeting, Griffin reviewed the financial aspects of the proposed merger and provided its opinion that, as of such date, the exchange ratio in the proposed merger was fair, from a financial point of view,

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to the shareholders of Northmark. The full text of Griffin’s opinion is attached as Annex B to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Griffin in rendering its opinion. Holders of Northmark common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed transaction.

Griffin’s opinion was directed to the Northmark board of directors in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of Northmark as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger agreement. Griffin’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of Northmark common stock and did not address the underlying business decision of Northmark to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Northmark or the effect of any other transaction in which Northmark might engage. See the section of this proxy statement/prospectus entitled “Proposal 1—The Merger—Opinion of Griffin Financial Group, LLC, Financial Advisor to Northmark” beginning on page 37 for more information relating to Griffin’s opinion.

Interests of Northmark’s Directors and Executive Officers in the Merger (Page 49)

In considering the information contained in this proxy statement/prospectus, you should be aware that Northmark’s directors and certain executive officers have interests in the merger that are different from, or in addition to, the interests of Northmark shareholders generally. These interests include, among other things:

• the right of certain executive officers to receive cash severance and continued employee benefits under certain circumstances;

• the right to continued indemnification and liability insurance coverage by Cambridge after the merger for acts or omissions occurring before the merger; and

• the right to one seat on Cambridge’s board of directors, and any related compensation for such services.

See the section of this proxy statement/prospectus entitled “Proposal 1—The Merger—Interests of Northmark’s Directors and Executive Officers in the Merger” beginning on page 49 for a discussion of these interests.

Boards of Directors of Cambridge and Cambridge Trust Company After the Merger (Page 50)

Immediately following the effective time of the merger, Cambridge will designate Jane C. Walsh, President and Chief Executive Officer of Northmark, to serve as a member of Cambridge’s board of directors. Ms. Walsh will serve on the Cambridge board of directors until the next annual meeting, at which time she will be nominated for a three-year term. Ms. Walsh will also be appointed to the board of directors of Cambridge Trust Company.

No Solicitation of Alternative Transactions (Page 65)

The merger agreement restricts Northmark’s ability to solicit or engage in discussions or negotiations with a third party regarding a proposal to acquire a significant interest in Northmark. However, if Northmark receives a bona fide unsolicited written acquisition proposal from a third party that its board of directors believes in good faith is or is reasonably likely to lead to a proposal (i) on terms which the Northmark board of directors determines in good faith, after consultation with its financial advisor, to be more favorable from a financial point of view to Northmark shareholders than the transactions contemplated by the merger agreement, and (ii) that constitutes a transaction that, in the good faith judgment of the Northmark board of directors, is reasonably likely to be consummated on the terms set forth, taking into account all legal, financial, regulatory and other aspects of such

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proposal, Northmark may furnish non-public information to that third party and engage in negotiations regarding an acquisition proposal with that third party, subject to specified conditions in the merger agreement, if its board of directors determines in good faith, after consultation with its outside legal counsel, that such action would be required in order for directors of Northmark to comply with their fiduciary duties under applicable law.

Conditions to Completion of the Merger (Page 69)

As more fully described in this proxy statement/prospectus and the merger agreement, the completion of the merger depends on a number of conditions being satisfied or waived, including, but not limited to:

• shareholders of Northmark having approved the merger agreement;

• Cambridge and Northmark having obtained all regulatory approvals required to consummate the transactions contemplated by the merger agreement and all related statutory waiting periods having expired;

• the absence of any judgment, order, injunction or decree, or any statute, rule or regulation enacted, entered, promulgated or enforced, preventing, prohibiting or making illegal the consummation of any of the transactions contemplated by the merger agreement;

• Cambridge and Northmark having each received a legal opinion from their respective counsel regarding treatment of the merger as a “reorganization” for U.S. federal income tax purposes;

• the representations and warranties of each of Cambridge and Northmark in the merger agreement being accurate, subject to exceptions that would not have a material adverse effect;

• Cambridge and Northmark having each performed in all material respects all obligations required to be performed by it; and

• the shares of Cambridge common stock to be issued in the merger having been approved for listing on the NASDAQ Stock Market.

Termination of the Merger Agreement (Page 71)

Cambridge and Northmark can mutually agree to terminate the merger agreement before the merger has been completed if the boards of directors of each so determines by vote of a majority of the members of their respective boards of directors, and either company can terminate the merger agreement if:

• any regulatory approval required for consummation of the merger and the other transactions contemplated by the merger agreement has been denied by final, nonappealable action of any regulatory authority, or an application for regulatory approval has been permanently withdrawn at the request of a governmental authority;

• the required approval of the merger agreement by the Northmark shareholders is not obtained;

• the other party materially breaches any of its representations, warranties, covenants or other agreements set forth in the merger agreement (provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement), which breach is not cured within 30 days of written notice of the breach, or by its nature cannot be cured prior to the closing of the merger, and such breach would entitle the non-breaching party not to consummate the merger; or

• the merger is not consummated by March 31, 2023, unless the failure to consummate the merger by such date is due to a material breach of the merger agreement by the terminating party.

In addition, Cambridge may terminate the merger agreement if:

• Northmark materially breaches the non-solicitation provisions in the merger agreement;

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• the Northmark board of directors:

• fails to recommend approval of the merger agreement, or withdraws, modifies or changes such recommendation in a manner adverse to Cambridge’s interests; or

• recommends, proposes or publicly announces its intention to recommend or propose to engage in an acquisition transaction with any person other than Cambridge or any of its subsidiaries; or

• Northmark fails to call, give notice of, convene and hold its special meeting.

In addition, Northmark may terminate the merger agreement if both:

• the volume-weighted average closing price per share of Cambridge common stock as reported on NASDAQ for the ten consecutive trading days ending on (and including) the tenth day prior to the closing date of the merger (the “average closing price”) is less than the product of (x) the closing price of a share of Cambridge common stock on NASDAQ (as reported by Bloomberg or, if not reported thereby, any other authoritative source) on the last trading day immediately preceding the date of the first public announcement of entry into the merger agreement (the “starting price”), multiplied by (y) 0.80; and

• the quotient obtained by dividing the average closing price by the starting price is less than (x) the difference obtained by subtracting 0.20 from (y) the quotient obtained by dividing (1) the closing index value of the NASDAQ Bank Index on the tenth day prior to the closing date of the merger divided by (2) the closing index value of the NASDAQ Bank Index on the trading day immediately preceding the date of the first public announcement of entry into the merger agreement.

The closing price of Cambridge common stock on May 20, 2022, the last trading day preceding the first public announcement of the merger, was $79.94 per share. In order for the termination right described immediately above to be triggered, the average closing price of Cambridge common stock over the measurement period will need to be less than $63.95 per share and Cambridge common stock will need to have underperformed the NASDAQ Bank Index over the measurement period by at least 20%. If Northmark exercises this termination right, Cambridge will have the option to increase the merger consideration by adjusting the exchange ratio or making cash payments to Northmark shareholders such that the implied value of the merger consideration would be equivalent to the minimum implied value that would have avoided triggering the termination right described above. If Cambridge elects to increase the merger consideration pursuant to the preceding sentence, no termination will occur.

Termination Fee (Page 73)

Northmark has agreed to pay Cambridge a termination fee of $2,200,000 if:

• Cambridge terminates the merger agreement as a result of:

• Northmark materially breaching the non-solicitation provisions in the merger agreement;

• Northmark materially breaching the shareholder approval provisions in the merger agreement by failing to call, give notice of, convene and hold the Northmark special meeting;

• the Northmark board of directors:

• failing to recommend approval of the merger agreement, or withdrawing, modifying or changing such recommendation in a manner adverse to Cambridge’s interests; or

• recommending, proposing or publicly announcing its intention to recommend or propose to engage in an acquisition transaction with any person other than Cambridge or any of its subsidiaries; or

• Northmark enters into a definitive agreement relating to an acquisition proposal or consummates an acquisition proposal within 12 months following the termination of the merger agreement by

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Cambridge as a result of a willful breach of any representation, warranty, covenant or other agreement by Northmark after an acquisition proposal has been publicly announced or otherwise made known to Northmark.

Waiver or Amendment of Merger Agreement Provisions (Page 73)

Prior to the effective time of the merger, any provision of the merger agreement may be waived by the party benefited by the provision, or amended or modified by a written agreement between Cambridge and Northmark. However, after the Northmark special meeting, no amendment will be made which by law requires further approval by the shareholders of Northmark without obtaining such approval.

Material U.S. Federal Income Tax Consequences of the Merger (Page 50)

The merger is intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, Northmark shareholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the conversion of shares of Northmark common stock into shares of Cambridge common stock, except that such holders will recognize gain (but not loss) to the extent such holders receive cash in lieu of any fractional share of Cambridge common stock that a Northmark shareholder would otherwise be entitled to receive.

Regulatory Approvals Required for the Merger (Page 52)

To complete the merger, various consents, approvals, waivers or non-objections must be obtained from state and federal governmental authorities, including the FDIC, the Massachusetts Commissioner of Banks (the “MA Commissioner”) and the Massachusetts Housing Partnership. The U.S. Department of Justice is able to provide input into the approval process of federal banking agencies to challenge the merger on antitrust grounds. Cambridge and Northmark have filed or will file all required applications, notices and waiver requests to obtain the regulatory approvals and non-objections necessary to consummate the merger. Cambridge and Northmark cannot predict whether the required regulatory approvals will be obtained, when they will be received or whether such approvals will be subject to any conditions.

Accounting Treatment of the Merger (Page 54)

The merger will be accounted for using the acquisition method of accounting with Cambridge treated as the acquirer. Under this method of accounting, Northmark’s assets and liabilities will be recorded by Cambridge at their respective fair values as of the closing date of the merger and added to those of Cambridge. Any excess of purchase price over the net fair values of Northmark’s assets and liabilities will be recorded as goodwill. Any excess of the fair value of Northmark’s net assets over the purchase price will be recognized in earnings by Cambridge on the closing date of the merger.

Dissenters’ Rights (Page 54)

Northmark shareholders will have the right to dissent from the merger if they properly follow the requirements of applicable Massachusetts law.

Listing of Cambridge Common Stock to be Issued in the Merger (Page 58)

Cambridge common stock will continue to trade on NASDAQ under the trading symbol “CATC.”

Differences Between Rights of Cambridge and Northmark Shareholders (Page 74)

As a result of the merger, holders of Northmark common stock will become holders of Cambridge common stock. Following the merger, Northmark shareholders will have different rights as shareholders of Cambridge due

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to the different provisions of the governing documents of Cambridge and Northmark. For additional information regarding the different rights as shareholders of Cambridge than as shareholders of Northmark, see “Comparison of Shareholder Rights” beginning on page 74.

Risk Factors (Page 19)

You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposal presented in the proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 19.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF CAMBRIDGE BANCORP

The following tables set forth selected historical financial and other data of Cambridge for the periods and at the dates indicated. The financial data as of and for the years ended December 31, 2021 and 2020 has been derived from the audited consolidated financial statements and notes thereto of Cambridge incorporated by reference elsewhere in this proxy statement/prospectus. The financial data as of and for the years ended December 31, 2019, 2018 and 2017 has been derived from Cambridge’s audited consolidated financial statements which are not included in this proxy statement/prospectus. The financial data as of and for the three months ended March 31, 2022 and 2021 has been derived from Cambridge’s unaudited consolidated financial statements. In the opinion of management of Cambridge, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the results of operations for the unaudited periods, have been made. The selected operating data presented below is not indicative of the results that may be expected for future periods.

	At or for the Three Months Ended March 31,						December 31,
	2022			2021			2021			2020			2019			2018			2017
	(unaudited)			(unaudited)			(dollars in thousands, except per share data)
Operating Data
Interest and Dividend Income	$	33,898		$	32,821		$	133,514		$	129,378		$	96,339		$	69,055		$	61,191
Interest Expense		2,029			1,415			5,533			9,145			17,643			5,467			3,587
Net Interest and Dividend Income		31,869			31,406			127,981			120,233			78,696			63,588			57,604
Provision for (Release of) Credit Losses		(412	)		(206	)		(1,294	)		18,310			3,004			1,502			362
Noninterest Income		11,354			10,849			44,324			39,525			36,401			32,989			30,224
Noninterest Expense		25,875			24,219			100,484			98,085			78,175			63,987			59,292
Income Before Taxes		17,760			18,242			73,115			43,363			33,918			31,088			28,174
Income Taxes		4,444			4,743			19,091			11,404			8,661			7,207			13,358
Net Income	$	13,316		$	13,499		$	54,024		$	31,959		$	25,257		$	23,881		$	14,816
Average shares outstanding, basic		6,948,040			6,907,861			6,926,257			6,289,481			4,629,255			4,061,529			4,030,530
Average shares outstanding, diluted		7,010,983			6,987,216			6,990,603			6,344,409			4,661,720			4,098,633			4,065,754
Total shares outstanding		7,000,995			6,960,194			6,968,192			6,926,728			5,400,868			4,107,051			4,082,188
Basic Earnings Per Share	$	1.91		$	1.95		$	7.76		$	5.07		$	5.41		$	5.82		$	3.64
Diluted Earnings Per Share	$	1.89		$	1.92		$	7.69		$	5.03		$	5.37		$	5.77		$	3.61
Dividends Declared Per Share	$	0.64		$	0.55		$	2.38		$	2.12		$	2.04		$	1.96		$	1.86
Dividend payout ratio(1)		34	%		29	%		31	%		42	%		38	%		34	%		51	%

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	At or for the Three Months Ended March 31,						December 31,
	2022			2021			2021			2020			2019			2018			2017
	(unaudited)			(unaudited)			(dollars in thousands, except per share data)
Financial Condition Data
Total Assets	$	5,018,379		$	4,253,173		$	4,891,544		$	3,949,297		$	2,855,563		$	2,101,384		$	1,949,934
Total Deposits		4,473,735			3,730,065			4,331,152			3,403,083			2,358,878			1,811,410			1,775,400
Total Loans		3,417,213			3,180,371			3,319,106			3,153,648			2,226,728			1,559,772			1,350,899
Shareholders’ equity		436,165			407,673			437,837			401,732			286,561			167,026			147,957
Book Value Per Share	$	62.30		$	58.57		$	62.83		$	58.00		$	53.06		$	40.67		$	36.24
Performance Ratios
Return on Average Assets		1.09	%		1.35	%		1.24	%		0.91	%		0.97	%		1.21	%		0.79	%
Return on Average Shareholders’ equity		12.37	%		13.53	%		12.93	%		9.09	%		11.40	%		15.35	%		10.47	%
Equity to assets		8.69	%		9.59	%		8.95	%		10.17	%		10.04	%		7.95	%		7.59	%
Interest rate spread(2)		2.64	%		3.27	%		3.05	%		3.52	%		2.93	%		3.19	%		3.16	%
Net Interest Margin, taxable equivalent(3)		2.74	%		3.35	%		3.12	%		3.65	%		3.22	%		3.33	%		3.25	%
Efficiency ratio(4)		59.86	%		57.32	%		58.32	%		61.40	%		67.92	%		66.25	%		67.51	%
Wealth Management Assets
Market Value of Assets Under Management & Administration	$	4,659,297		$	4,267,326		$	4,853,119		$	4,167,903		$	3,452,852		$	2,876,702		$	3,085,669
Asset Quality
Non-Performing Loans	$	5,943		$	7,363		$	5,386		$	8,962		$	5,651		$	642		$	1,298
Non-Performing Loans/Total Loans		0.17	%		0.23	%		0.16	%		0.28	%		0.25	%		0.04	%		0.10	%
Net (Charge-Offs)/Recoveries	$	13		$	20		$	154		$	(439	)	$	(1,592	)	$	(54	)	$	(303	)
Allowance/Total Loans		1.00	%		1.18	%		1.04	%		1.14	%		0.82	%		1.08	%		1.13	%
Capital Ratios(5):
Total capital		13.51	%		14.00	%		13.56	%		13.93	%		13.61	%		13.25	%		13.75	%
Tier 1 capital		12.39	%		12.75	%		12.40	%		12.68	%		12.70	%		12.07	%		12.50	%
Common Equity Tier 1		12.39	%		12.75	%		12.40	%		12.68	%		12.70	%		12.07	%		12.50	%
Tier 1 leverage capital		8.00	%		8.86	%		8.31	%		8.89	%		8.98	%		8.49	%		8.06	%
Other Data:
Number of full service offices		19			21			19			21			16			10			11
Full time equivalent employees		395			388			384			372			303			252			239

(1) Dividend payout ratio represents per share dividends declared divided by diluted earnings per share.

(2) The interest rate spread represents the difference between the fully taxable equivalent weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the period.

(3) The net interest margin represents fully taxable equivalent net interest income as a percent of average interest-earning assets for the period.

(4) The efficiency ratio represents noninterest expense as a percentage of the sum of net interest income and noninterest income.

(5) Capital ratios are for Cambridge Bancorp.

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SELECTED HISTORICAL FINANCIAL DATA OF NORTHMARK BANK

The following tables set forth selected historical financial and other data of Northmark for the periods and at the dates indicated. The financial data as of and for the years ended December 31, 2021, 2020, 2019, 2018 and 2017 has been derived from Northmark’s audited financial statements which are not included in this proxy statement/prospectus. The financial data as of and for the three months ended March 31, 2022 and 2021 has been derived from Northmark’s unaudited consolidated financial statements. In the opinion of management of Northmark, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the results of operations for the unaudited periods, have been made. The selected operating data presented below is not indicative of the results that may be expected for future periods.

	At or for the Three Months Ended March 31,						December 31,
	2022			2021			2021			2020			2019			2018			2017
	(unaudited)			(unaudited)			(dollars in thousands, except per share data)
Operating Data
Interest and Dividend Income	$	3,564		$	3,667		$	14,475		$	15,012		$	16,358		$	15,549		$	14,102
Interest Expense		199			362			1,238			2,108			2,420			1,897			1,523
Net Interest and Dividend Income		3,365			3,305			13,237			12,904			13,938			13,652			12,579
Provision for (Release of) Credit Losses		—			—			60			250			20			40			175
Noninterest Income		146			286			775			1,092			513			446			661
Noninterest Expense		2,315			2,418			9,055			9,146			9,162			8,795			8,032
Income Before Taxes		1,196			1,173			4,897			4,600			5,269			5,263			5,033
Income Taxes		345			338			1,387			1,297			1,465			1,470			2,638
Net Income	$	851		$	835		$	3,510		$	3,303		$	3,804		$	3,793		$	2,395
Average shares outstanding, basic		793,445			790,199			794,412			790,703			792,650			800,685			825,035
Average shares outstanding, diluted		793,445			790,199			794,412			790,703			792,650			800,685			825,035
Total shares outstanding		793,445			797,045			793,445			790,045			792,095			797,964			817,854
Basic Earnings Per Share	$	1.07		$	1.06		$	4.42		$	4.18		$	4.80		$	4.74		$	2.90
Diluted Earnings Per Share	$	1.07		$	1.06		$	4.42		$	4.18		$	4.80		$	4.74		$	2.90
Dividends Declared Per Share	$	0.80		$	0.80		$	0.80		$	0.80		$	0.80		$	0.70		$	0.70
Dividend payout ratio(1)		19	%		19	%		18	%		19	%		17	%		15	%		24	%
Financial Condition Data
Total Assets	$	442,466		$	440,421		$	452,181		$	431,568		$	358,749		$	372,256		$	357,964
Total Deposits		380,849			376,528			390,619			369,026			304,206			304,842			305,671
Total Loans		313,744			322,290			318,537			319,807			309,776			310,978			302,128
Shareholders’ equity		53,615			50,959			53,399			50,310			47,764			44,927			42,745
Book Value Per Share	$	67.57		$	63.93		$	67.30		$	63.68		$	60.30		$	56.30		$	52.27
Performance Ratios
Return on Average Assets		0.77	%		0.77	%		0.78	%		0.81	%		1.05	%		1.06	%		0.68	%
Return on Average Shareholders’ equity		6.38	%		6.66	%		6.81	%		6.80	%		8.29	%		8.80	%		5.68	%
Equity to assets		12.12	%		11.57	%		11.81	%		11.66	%		13.31	%		12.07	%		11.94	%
Interest rate spread(2)		2.84	%		2.59	%		2.80	%		2.86	%		3.50	%		3.57	%		3.39	%
Net Interest Margin, taxable equivalent(3)		3.12	%		3.13	%		3.02	%		3.27	%		3.97	%		3.95	%		3.69	%
Efficiency ratio(4)		65.94	%		67.34	%		64.62	%		65.35	%		63.40	%		62.38	%		60.66	%

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	At or for the Three Months Ended March 31,						December 31,
	2022			2021			2021			2020			2019			2018			2017
	(unaudited)			(unaudited)			(dollars in thousands, except per share data)
Asset Quality
Non-Performing Loans	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Non-Performing Loans/Total Loans		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Net (Charge-Offs)/Recoveries	$	—		$	—		$	—		$	—		$	(2	)	$	(1	)	$	—
Allowance/Total Loans		1.32	%		1.26	%		1.30	%		1.27	%		1.23	%		1.22	%		1.24	%
Capital Ratios:
Total capital		23.7	%		23.1	%		23.2	%		22.8	%		20.5	%		19.1	%		18.5	%
Tier 1 capital		22.4	%		21.9	%		22.0	%		21.5	%		19.3	%		17.8	%		17.3	%
Common Equity Tier 1		22.4	%		21.9	%		22.0	%		21.5	%		19.3	%		17.8	%		17.3	%
Tier 1 leverage capital		12.1	%		11.8	%		11.7	%		11.6	%		13.2	%		12.2	%		11.9	%
Other Data:
Number of full service offices		3			3			3			3			3			3			3
Full time equivalent employees		45			46			43			47			49			47			47

(1) Dividend payout ratio represents per share dividends declared divided by diluted earnings per share.

(2) The interest rate spread represents the difference between the fully taxable equivalent weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the period.

(3) The net interest margin represents fully taxable equivalent net interest income as a percent of average interest-earning assets for the period.

(4) The efficiency ratio represents noninterest expense as a percentage of the sum of net interest income and noninterest income.

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CAMBRIDGE MARKET PRICE DATA AND DIVIDEND INFORMATION

Cambridge common stock is listed and traded on NASDAQ under the symbol “CATC.” There is no established public trading market for Northmark common stock.

The following table presents the last reported sale price per share of Cambridge common stock, as reported on NASDAQ on May 20, 2022, the last full trading day prior to the public announcement of the proposed merger, and on                , 2022, the last practicable trading day prior to the date of this proxy statement/prospectus. The following table also presents the equivalent per share value of Cambridge common stock that Northmark shareholders would receive for each share of their Northmark common stock if the merger was completed on those dates:

	Cambridge Common Stock		Northmark Common Stock			Equivalent Value Per Share of Northmark Common Stock(1)
May 20, 2022	$	79.94	$	—	(2)	$	79.54
, 2022	$		$	—	(2)	$

(1) Calculated by multiplying the closing price of Cambridge common stock as of the specified date by the exchange ratio of 0.9950.

(2) No pricing information reported.

The market value of Cambridge common stock to be issued in exchange for shares of Northmark common stock upon the completion of the merger will not be known at the time of the Northmark special meeting. Because the market price of Cambridge common stock will likely fluctuate prior to the merger, these comparisons may not provide meaningful information to Northmark shareholders in determining whether to approve the merger agreement. Shareholders are encouraged to obtain current market quotations for Cambridge common stock, and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 83.

The holders of Cambridge common stock receive dividends as and when declared by Cambridge’s board of directors out of statutory surplus or from net profits. Following the completion of the merger, subject to approval and declaration by Cambridge’s board of directors, Cambridge expects to continue paying quarterly cash dividends on a basis consistent with past practice. The current annualized rate of distribution on a share of Cambridge common stock is $2.56 per share. Following the merger, Cambridge anticipates that it will maintain its current dividend payout ratio. However, the payment of dividends by Cambridge is subject to numerous factors, and no assurance can be given that Cambridge will pay dividends following the completion of the merger or that dividends will not be reduced in the future.

Northmark has historically paid an annual cash dividend of $0.80 per share. However, the merger agreement does not permit Northmark to pay cash dividends prior to completion of the merger without Cambridge’s prior written consent.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Information Regarding Forward-Looking Statements” on page 26, you should carefully consider the following risk factors in deciding whether to vote for approval of the merger agreement.

Risks Related to the Merger

The value of the merger consideration will vary with changes in Cambridge’s stock price.

Upon completion of the merger, the outstanding shares of Northmark common stock will be converted into the right to receive shares of Cambridge common stock. The ratio at which the shares will be converted is fixed at 0.9950 shares of Cambridge common stock for each share of Northmark common stock. There will be no adjustment in the exchange ratio for changes in the market price of Cambridge common stock. Any change in the price of Cambridge common stock will affect the aggregate value Northmark shareholders will receive in the merger. Stock price changes may result from a variety of factors, including changes in businesses, operations and prospects, regulatory considerations, and general market and economic conditions. Many of these factors are beyond our control. Accordingly, at the time of the special meeting, shareholders will not know the value of the merger consideration they will receive in the merger.

Shareholders may be unable to timely sell shares after completion of the merger.

There will be a time period between the completion of the merger and the time at which former Northmark shareholders actually receive their shares of Cambridge common stock. Until shares are received, former Northmark shareholders may not be able to sell their Cambridge shares in the open market and, therefore, may not be able to avoid losses resulting from any decrease, or secure gains resulting from any increase, in the trading price of Cambridge common stock during this period.

The market price of Cambridge common stock may decline as a result of the merger and the market price of Cambridge common stock after the consummation of the merger may be affected by factors different from those affecting the price of Cambridge common stock or Northmark common stock before the merger.

The market price of Cambridge common stock may decline as a result of the merger if Cambridge does not achieve the perceived benefits of the merger or the effect of the merger on Cambridge’s financial results is not consistent with the expectations of financial or industry analysts.

In addition, the consummation of the merger will result in the combination of two companies that currently operate as independent companies. The business of Cambridge and the business of Northmark differ. As a result, while Cambridge expects to benefit from certain synergies following the merger, Cambridge may also encounter new risks and liabilities associated with these differences. Following the merger, shareholders of Cambridge and Northmark will own interests in a combined company operating an expanded business and may not wish to continue to invest in Cambridge, or for other reasons may wish to dispose of some or all of Cambridge common stock. If, following the effective time of the merger, large amounts of Cambridge common stock are sold, the price of Cambridge common stock could decline.

Further, the results of operations of Cambridge and the market price of Cambridge common stock may be affected by factors different from those currently affecting the independent results of operations of each of Cambridge and Northmark and the market price of Cambridge common stock. Accordingly, Cambridge’s historical market prices and financial results may not be indicative of these matters for Cambridge after the merger.

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For a discussion of the businesses of Cambridge and Northmark and of certain factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 83.

Because the number of shares of Cambridge common stock exchanged per share of Northmark common stock is fixed and will not be adjusted in the event of any change in Cambridge’s share price, the value of the common stock issued by Cambridge and received by Northmark shareholders may be higher or lower at the closing of the merger than when the merger agreement was executed.

Upon the consummation of the merger, each share of common stock of Northmark will be converted into 0.9950 shares of common stock of Cambridge. The exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of Cambridge common stock. Changes in the market price of shares of Cambridge common stock prior to the merger will affect the market value of the consideration that Northmark shareholders will receive on the closing date of the merger. Stock price changes may result from a variety of factors (many of which are beyond Cambridge’s control), including the following factors:

• market reaction to the announcement of the merger;

• changes in Cambridge’s business, operations, assets, liabilities and prospects;

• changes in market assessments of the business, operations, financial position and prospects of Cambridge or the combined company;

• market assessments of the likelihood that the merger will be completed;

• interest rates, general market and economic conditions and other factors generally affecting the market price of Cambridge common stock;

• the actual or perceived impact of U.S. monetary policy;

• federal, state and local legislation, governmental regulation and legal developments in the business in which Cambridge operates; and

• other factors beyond Cambridge’s control, including those described or referred to elsewhere in this “Risk Factors” section.

The market price of Cambridge common stock at the closing of the merger may vary from its price on the date the merger agreement was executed, on the date of this proxy statement/prospectus and on the date of the Northmark special meeting. As a result, the market value of the consideration for the merger represented by the exchange ratio also will vary.

Therefore, while the number of shares of Cambridge common stock to be issued per share of Northmark common stock is fixed, Northmark shareholders cannot be sure of the market value of the consideration they will receive upon completion of the merger.

Both Northmark and Cambridge shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management of the combined company.

The merger will dilute the ownership position of Cambridge shareholders and result in Northmark shareholders having an ownership stake in the combined company. Upon completion of the merger, each Northmark shareholder will become a shareholder of Cambridge with a percentage ownership of the combined company that is much smaller than such shareholder’s current percentage ownership of Northmark. It is expected that the former shareholders of Northmark as a group will receive shares in the merger constituting approximately                % of the outstanding shares of Cambridge common stock immediately after the merger. Furthermore, because shares of Cambridge common stock will be issued to existing Northmark shareholders, current Cambridge shareholders will have their ownership and voting interests diluted approximately                %.

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Accordingly, both Northmark and Cambridge shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of their respective company.

After the merger is completed, Northmark shareholders will become Cambridge shareholders and will have different rights that may be less advantageous than their current rights.

Upon completion of the merger, Northmark shareholders will become Cambridge shareholders. Differences in Northmark’s charter and bylaws and Cambridge’s charter and bylaws will result in changes to the rights of Northmark shareholders who become Cambridge shareholders. For more information, see “Comparison of Shareholders Rights” beginning on page 74.

The termination fee and the restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire Northmark. Until the completion of the merger, Northmark is prohibited from soliciting, initiating, encouraging, or with some exceptions, considering any inquiries or proposals that may lead to a proposal or offer for a merger or other business combination transaction with any person other than Cambridge. In addition, Northmark has agreed to pay a termination fee of $2,200,000 to Cambridge in specified circumstances. These provisions could discourage other companies from trying to acquire Northmark even though those other companies might be willing to offer greater value to Northmark shareholders than Cambridge has offered in the merger. The payment of the termination fee also could have a material adverse effect on Northmark’s results of operations.

Northmark will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, suppliers and customers may have an adverse effect on Northmark. These uncertainties may impair Northmark’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers, suppliers and others who deal with Northmark to seek to change existing business relationships with Northmark. Northmark employee retention and recruitment may be particularly challenging prior to the effective time of the merger, as employees and prospective employees may experience uncertainty about their future roles with Cambridge.

The pursuit of the merger and the preparation for the integration may place a significant burden on management and internal resources. Any significant diversion of management attention away from ongoing business and any difficulties encountered in the transition and integration process could affect the financial results of Northmark and, following the merger, Cambridge. In addition, the merger agreement requires that Northmark operate in the ordinary course of business consistent with past practice and restricts Northmark from taking certain actions prior to the effective time of the merger or termination of the merger agreement without Cambridge’s written consent. These restrictions may prevent Northmark from retaining existing customers or pursuing attractive business opportunities that may arise prior to the completion of the merger.

Northmark’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Northmark shareholders.

In considering the information contained in this proxy statement/prospectus, you should be aware that Northmark’s directors and certain executive officers have interests in the merger that are different from, or in addition to, the interests of Northmark shareholders generally. These interests include, among other things:

• the right of certain executive officers to receive cash severance and continued employee benefits under certain circumstances;

• the right to continued indemnification and liability insurance coverage by Cambridge after the merger for acts or omissions occurring before the merger; and

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• the right to one seat on Cambridge’s board of directors, and any related compensation for such services.

See the section of this proxy statement/prospectus entitled “Proposal 1—The Merger—Interests of Northmark’s Directors and Executive Officers in the Merger” beginning on page 49 for a discussion of these interests.

The fairness opinion received by the board of directors of Northmark from Griffin prior to execution of the merger agreement does not reflect changes in circumstances subsequent to the date of the fairness opinion.

Griffin, Northmark’s financial advisor in connection with the proposed merger, delivered to the board of directors of Northmark its opinion on May 23, 2022 to the effect that, as of such date and subject to the assumptions made, matters considered and qualifications and limitations on the review undertaken by Griffin as set forth in the opinion, the exchange ratio set forth in the merger agreement was fair, from a financial point of view, to the holders of Northmark common stock. The opinion speaks only as of the date of the opinion. The opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes in the trading price of Cambridge common stock, changes to the operations and prospects of Cambridge or Northmark, changes in general market and economic conditions or regulatory or other factors. Any such changes may materially alter or affect the relative values of Cambridge and Northmark.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions that must be fulfilled in order to complete the merger. Those conditions include, but are not limited to:

• approval of the merger agreement by Northmark shareholders;

• receipt of required regulatory approvals;

• absence of orders prohibiting the completion of the merger;

• continued accuracy of the representations and warranties by both parties and the performance by both parties of their covenants and agreements; and

• receipt by both parties of legal opinions from their respective tax counsels.

In addition, if both (i) the volume-weighted average closing price of Cambridge common stock over the ten consecutive trading days ending on the tenth day prior to the closing date of the merger is less than 80% of the closing price of Cambridge common stock on the last trading day immediately preceding the date of the first public announcement of entry into the merger agreement, and (ii) the ratio of (x) the volume-weighted average closing price of Cambridge common stock over the ten consecutive trading days ending on the tenth day prior to the closing date of the merger to (y) the closing price of Cambridge common stock on the last trading day immediately preceding the date of the first public announcement of entry into the merger agreement is more than 20% less than the comparable ratio for the NASDAQ Bank Index, Northmark would have a right to terminate the merger agreement, unless Cambridge elects to increase the exchange ratio or make cash payments to Northmark shareholders such that the implied value of the merger consideration would be equivalent to the minimum implied value that would have avoided triggering this termination right. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination” beginning on page 71 for a more complete discussion of the circumstances under which the merger agreement could be terminated.

If the merger is not consummated by March 31, 2023, Cambridge or Northmark may terminate the merger agreement.

Either Cambridge or Northmark may terminate the merger agreement under certain circumstances, including if the merger has not been consummated by March 31, 2023. However, this termination right will not be available

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to a party if the failure to consummate the transaction by such is due to a material breach of the merger agreement by the party seeking to terminate the merger agreement.

The merger and related transactions are subject to approval by Northmark shareholders.

The merger cannot be completed unless Northmark shareholders approve the merger and the other transactions contemplated by the merger agreement by the affirmative vote of holders of at least two-thirds of the shares of Northmark common stock entitled to vote at the special meeting of Northmark shareholders. If shareholder approval is not obtained by Northmark shareholders, the merger and related transactions cannot be completed.

The merger is subject to a number of conditions, including the receipt of consents and approvals from governmental authorities, that may delay the merger or adversely impact Cambridge’s and Northmark’s ability to complete the merger.

The completion of the merger is subject to the satisfaction or waiver of a number of conditions. Before the merger may be completed, various approvals, waivers or consents must be obtained from state and federal governmental authorities, including the FDIC, the MA Commissioner and the Massachusetts Housing Partnership. Satisfying the requirements of these governmental authorities may delay the date of completion of the merger. In addition, these governmental authorities may include conditions on the completion of the merger, or require changes to the terms of the merger. While it is currently anticipated that the merger will be completed promptly following the receipt of all required regulatory approvals, there can be no assurance that the conditions to closing will be satisfied in a timely manner or at all, or that an effect, event, development or change will not transpire that could delay or prevent these conditions from being satisfied or impose additional costs on or limit the revenues of Cambridge following the merger, any of which might have a material adverse effect on Cambridge following the merger. The parties are not obligated to complete the merger should any regulatory approval contain a condition, restriction or requirement that the Cambridge board of directors reasonably determines in good faith would, individually or in the aggregate, materially reduce the benefits of the merger to such a degree that Cambridge would not have entered into the merger agreement had such condition, restriction or requirement been known at the date of the merger agreement.

Cambridge and Northmark cannot provide any assurances with respect to the timing of the closing of the merger, whether the merger will be completed at all and when Northmark shareholders would receive the consideration for the merger, if at all.

Failure to complete the merger could negatively impact the stock price of Cambridge and future businesses and financial results of Cambridge and Northmark.

Completion of the merger is subject to the satisfaction or waiver of a number of conditions, including approval by Northmark shareholders of the merger. Cambridge or Northmark cannot guarantee when or if these conditions will be satisfied or that the merger will be successfully completed. The consummation of the merger may be delayed, the merger may be consummated on terms different than those contemplated by the merger agreement, or the merger may not be consummated at all. If the merger is not completed, the ongoing businesses of Cambridge and Northmark may be adversely affected, and Cambridge and Northmark will be subject to several risks, including the following:

• Northmark may be required, under certain circumstances, to pay Cambridge a termination fee of $2,200,000 under the merger agreement;

• Cambridge and Northmark could incur substantial costs relating to the proposed merger, such as legal, accounting, financial advisor, filing, printing and mailing fees;

• under the merger agreement, Northmark is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect its ability to execute certain of its business strategies; and

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• Cambridge’s and Northmark’s management’s and employees’ attention may be diverted from their day-to-day business and operational matters as a result of efforts relating to attempting to consummate the merger.

In addition, if the merger is not completed, Cambridge may experience negative reactions from the financial markets, and Cambridge and/or Northmark may experience negative reactions from their respective customers and employees. Cambridge and/or Northmark also could be subject to litigation related to any failure to complete the merger or to enforcement proceedings commenced against Cambridge or Northmark to perform their respective obligations under the merger agreement. If the merger is not completed, Cambridge and Northmark cannot assure their respective shareholders that the risks described above will not materialize and will not materially affect the business and financial results of Cambridge and/or Northmark and stock price of Cambridge.

Risks Related to the Combined Company if the Merger is Completed

The integration of the banks will present significant challenges that may result in the combined business not operating as effectively as expected or in the failure to achieve some or all of the anticipated benefits of the transaction.

The benefits and synergies expected to result from the proposed transaction will depend in part on whether the operations of Northmark can be integrated in a timely and efficient manner with those of Cambridge Trust Company. Cambridge Trust Company will face challenges in consolidating its functions with those of Northmark, and integrating the organizations, procedures and operations of the two businesses. The integration of Cambridge Trust Company and Northmark will be complex and time-consuming, and the management of both companies will have to dedicate substantial time and resources to it. These efforts could divert management’s focus and resources from serving existing customers or other strategic opportunities and from day-to-day operational matters during the integration process. Failure to successfully integrate the operations of Cambridge Trust Company and Northmark could result in the failure to achieve some of the anticipated benefits from the transaction, including cost savings and other operating efficiencies, and Cambridge Trust Company may not be able to capitalize on the existing relationships of Northmark to the extent anticipated, or it may take longer, or be more difficult or expensive than expected to achieve these goals. This could have an adverse effect on the business, results of operations, financial condition or prospects of Cambridge and/or Cambridge Trust Company after the transaction.

Unanticipated costs relating to the merger could reduce Cambridge’s future earnings per share.

Cambridge has incurred substantial legal, accounting, financial advisory and other costs, and Cambridge’s management has devoted considerable time and effort in connection with the merger. If the merger is not completed, Cambridge will bear certain fees and expenses associated with the merger without realizing the benefits of the merger. If the merger is completed, Cambridge expects to incur substantial expenses in connection with integrating the business, operations, network, systems, technologies, policies and procedures of the two companies. The fees and expenses may be significant and could have an adverse impact on Cambridge’s results of operations.

Cambridge and Cambridge Trust Company believe that each has reasonably estimated the likely costs of integrating the operations of Cambridge Trust Company and Northmark, and the incremental costs of operating as a combined company. However, it is possible that unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses such as increased personnel costs or increased taxes, as well as other types of unanticipated adverse developments, could have a material adverse effect on the results of operations and financial condition of the combined company. If unexpected costs are incurred, the merger could have a dilutive effect on Cambridge’s earnings per share. In other words, if the merger is completed, the earnings per share of Cambridge common stock could be less than anticipated or even less than if the merger had not been completed.

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Estimates as to the future value of the combined company are inherently uncertain. You should not rely on such estimates without considering all of the information contained or incorporated by reference into this proxy statement/prospectus.

Any estimates as to the future value of the combined company, including estimates regarding the earnings per share of the combined company, are inherently uncertain. The future value of the combined company will depend upon, among other factors, the combined company’s ability to achieve projected revenue and earnings expectations and to realize the anticipated synergies described in this proxy statement/prospectus, all of which are subject to the risks and uncertainties described in this proxy statement/prospectus, including these risk factors. Accordingly, you should not rely upon any estimates as to the future value of the combined company, whether made before or after the date of this proxy statement/prospectus by Cambridge’s and Northmark’s respective management or affiliates or others, without considering all of the information contained or incorporated by reference into this proxy statement/prospectus.

Following the merger, Cambridge may not continue to pay dividends at or above the rate currently paid by Cambridge.

Following the merger, Cambridge shareholders may not receive dividends at the same rate that they did as Cambridge shareholders prior to the merger for various reasons, including the following:

• Cambridge may not have enough cash to pay such dividends due to changes in its cash requirements, capital spending plans, cash flow or financial position;

• decisions on whether, when and in what amounts to make any future dividends will remain at all times entirely at the discretion of Cambridge’s board of directors, which reserves the right to change Cambridge’s dividend practices at any time and for any reason; and

• the amount of dividends that Cambridge’s subsidiaries may distribute to Cambridge may be subject to restrictions imposed by state law and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur.

Cambridge shareholders will have no contractual or other legal right to dividends that have not been declared by Cambridge’s board of directors.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including information included or incorporated by reference into this proxy statement/prospectus, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the merger between Cambridge and Northmark, including future financial and operating results and performance; statements about Cambridge’s and Northmark’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may” or words of similar meaning. These forward-looking statements are based on the current beliefs and expectations of Cambridge’s and Northmark’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Cambridge and Northmark. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

• the failure of the parties to satisfy the closing conditions in the merger agreement in a timely manner or at all;

• the failure of the shareholders of Northmark to approve the merger agreement;

• the failure to obtain governmental approvals of the merger or the imposition of adverse regulatory conditions in connection with regulatory approvals of the merger;

• disruptions to the parties’ businesses as a result of the announcement and pendency of the merger;

• costs or difficulties related to the integration of the businesses following the merger;

• operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected;

• the risk that the future business operations of Cambridge or Northmark will not be successful;

• the risk that the anticipated benefits, cost savings and any other savings from the merger may not be fully realized or may take longer than expected to realize;

• changes in the interest rate environment that reduce margins;

• legislative, regulatory, or accounting changes;

• the highly competitive industry and market areas in which Cambridge and Northmark operate;

• general economic conditions, either nationally or regionally, resulting in, among other things, a deterioration in credit quality;

• changes in credit market conditions leading to increases in Cambridge’s or Northmark’s loan losses or level of non-performing loans;

• changes in the securities markets which affect investment management revenues;

• increases in FDIC deposit insurance premiums and assessments could adversely affect financial condition;

• changes in technology used in the banking business;

• the soundness of other financial services institutions which may adversely affect credit risk;

• certain intangible assets may become impaired in the future;

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• internal controls and procedures may fail or be circumvented;

• new lines of business or new products and services, which may pose additional risks;

• changes in key management personnel which may adversely impact operations;

• the effect on operations of governmental legislation and regulation, including changes in accounting regulation or standards, the nature and timing of the adoption and effectiveness of new requirements that may be enacted;

• the duration and scope of the COVID-19 pandemic and its impact on levels of consumer confidence;

• actions that governments, businesses and individuals take in response to the COVID-19 pandemic;

• the impact of the COVID-19 pandemic and actions taken in response to the pandemic on global and regional economies and economic activity;

• a prolonged resurgence in the severity of the COVID-19 pandemic due to variants and mutations of the virus;

• the pace of recovery when the COVID-19 pandemic subsides; and

• severe weather, natural disasters, acts of war or terrorism and other external events which could significantly impact the business.

Additional factors that could cause Cambridge’s results to differ materially from those described in the forward-looking statements can be found in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 19, and Cambridge’s filings with the SEC, including Cambridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the date of any document incorporated by reference into this proxy statement/prospectus. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to Cambridge or Northmark or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Cambridge and Northmark undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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INFORMATION ABOUT THE COMPANIES

Cambridge Bancorp

Cambridge is a federally registered bank holding company headquartered in Cambridge, Massachusetts, and was incorporated as a Massachusetts corporation in 1983. Cambridge is the sole shareholder of Cambridge Trust Company, a Massachusetts trust company chartered in 1890.

Cambridge Trust Company

Cambridge Trust Company is a commercial bank regulated by the Massachusetts Division of Banks and the FDIC. As of March 31, 2022, Cambridge Trust Company has approximately $5.0 billion in assets. Cambridge Trust operates 19 full-service banking offices in Eastern Massachusetts and New Hampshire.

Cambridge Trust Company offers a full range of commercial and consumer banking services through its network of 19 banking offices in Eastern Massachusetts and New Hampshire. Cambridge Trust Company is engaged principally in the business of attracting deposits from the public and investing those deposits. Cambridge Trust Company invests those funds in various types of loans, including residential, CRE, commercial, and consumer loans. Cambridge Trust Company also invests its deposits and borrowed funds in investment securities and has two wholly owned Massachusetts security corporations, CTC Security Corporation and CTC Security Corporation III, for this purpose. Deposits at Cambridge Trust Company are insured by the FDIC for the maximum amount permitted by FDIC regulations.

Cambridge Trust Company also utilizes its subsidiary and non-depository trust company, Cambridge Trust Company of New Hampshire, Inc., to provide specialized wealth management services in New Hampshire.

As a private bank, Cambridge Trust Company focuses on four core services that center around client needs. Its core services include Wealth Management, Commercial Banking, Consumer Lending and Personal Banking. Cambridge Trust Company’s customers consist primarily of consumers and small- and medium-sized businesses in the communities and surrounding areas throughout Massachusetts and New Hampshire. Cambridge Trust Company’s Wealth Management Group has five offices: two in Massachusetts in Boston and Wellesley, and three in New Hampshire in Concord, Manchester, and Portsmouth. As of March 31, 2022, Cambridge Trust Company had Assets under Management and Administration of approximately $4.7 billion. The Wealth Management Group offers comprehensive investment management, as well as trust administration, estate settlement, and financial planning services. Cambridge Trust Company’s wealth management clients value personal service and depend on the commitment and expertise of Cambridge Trust Company’s experienced banking, investment, and fiduciary professionals.

Cambridge Trust Company operates in Eastern Massachusetts and Southern New Hampshire. Its primary lending market includes Middlesex and Norfolk counties in Massachusetts and Rockingham and Hillsborough counties in New Hampshire. Cambridge Trust Company benefits from the presence of numerous institutions of higher learning, medical care and research centers, a vibrant innovation economy in life sciences and technology, and the corporate headquarters of several significant financial service companies within the Boston area. Eastern Massachusetts also has many high-technology companies employing personnel with specialized skills. These factors affect the demand for wealth management services, residential homes, multi-family apartments, office buildings, shopping centers, industrial warehouses, and other commercial properties.

Cambridge Trust Company’s lending area is primarily an urban market area with a substantial number of one-to-four-unit residential properties, some of which are non-owner occupied, as well as apartment buildings, condominiums, office buildings, and retail space. As a result, its loan portfolio contains a significantly greater number of multi-family and CRE loans compared to institutions that operate in non-urban markets.

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At March 31, 2022, Cambridge had $5.0 billion in assets, $4.5 billion in deposits and $436.2 million of shareholders’ equity.

Cambridge’s principal executive offices are located at 1336 Massachusetts Avenue, Cambridge, Massachusetts 02138, its phone number is (617) 520-5520 and its website is www.cambridgetrust.com. Information that is included in this website does not constitute part of this proxy statement/prospectus.

Northmark Bank

Northmark, a full service commercial bank, was founded in 1987 as a Massachusetts-chartered trust company. Northmark operates out of its main office in North Andover, Massachusetts, and its two branch offices in Andover and Winchester, Massachusetts. Northmark offers traditional community bank loan and deposit products.

At March 31, 2022, Northmark had $442.5 million in assets, $380.8 million in deposits and $53.6 million of shareholders’ equity.

Northmark’s principal executive offices are located at 89 Turnpike Street, PO Box 825, North Andover, Massachusetts 01845, its phone number is (978) 686-9100 and its website is www.northmarkbank.com. Information that is included in this website does not constitute part of this proxy statement/prospectus.

Security Ownership of Certain Beneficial Owners and Management

The table below provides certain information about beneficial ownership of Northmark common stock as of May 23, 2022. The table shows information for (i) each of Northmark’s directors, (ii) each of Northmark’s executive officers, and (iii) all of Northmark’s directors and executive officers as a group. Except as provided below, no other person, or group of affiliated persons, is known to Northmark to beneficially own more than 5% of Northmark common stock.

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Except as otherwise noted, the persons or entities in the below table have sole voting and investing power with respect to all shares of common stock beneficially owned by them, subject to community property laws, where applicable. Unless otherwise indicated, the address for each of the shareholders in the table below is c/o Northmark Bank, 89 Turnpike Street, PO Box 825, North Andover, Massachusetts 01845.

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned(1)
Directors:
Camille Miragliotta-Daly		100		*
Mary M. Doherty		700		*
Howard M. Gardner		41,000		5.18	%
Dale M. Lodge		2,690		*
Daniel J. Murphy III		151,880		19.17	%
Mary G. Noonan		100		*
Richard D. Rizzo		30,000		3.79	%
James F. Scully		2,000		*
Kevin A. Sullivan		2,020		*
Joseph R. Tarby		35		*
Raymond A. Vivenzio		1,000		*
Jane C. Walsh(2)		106,379		13.43	%
Executive Officers:
Glenn Johnson		3,625		*
Craig MacKenzie		—		*
Joseph Renna		200		*
John Westwood		—		*
All directors and executive officers as a group (16)		341,729		43.14	%

* Less than 1%.

(1) Percentages based on the total shares outstanding of 792,145 as of May 23, 2022.

(2) Also an executive officer.

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THE SPECIAL MEETING OF NORTHMARK SHAREHOLDERS

This proxy statement/prospectus is being furnished to holders of Northmark common stock for use at a special meeting of Northmark shareholders and any adjournments or postponements thereof.

Date, Time and Place of the Special Meeting

Northmark will hold its special meeting of shareholders at                 on                 , at                 , local time.

Purpose of the Special Meeting

At the special meeting, Northmark shareholders as of the record date will be asked to consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of May 23, 2022, by and among Cambridge, Cambridge Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Cambridge, and Northmark, pursuant to which Northmark will merge with and into Cambridge Trust Company, with Cambridge Trust Company surviving the merger.

Vote Required

The affirmative vote of holders of at least two-thirds of the shares of Northmark common stock entitled to vote at the special meeting is required to approve the merger agreement. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the approval of the merger agreement.

Recommendation of Northmark Board of Directors

The Northmark board of directors has approved the merger agreement and recommends that you vote your shares “FOR” the approval of the merger agreement.

Record Date; Outstanding Shares; Shares Entitled to Vote

Only holders of record of Northmark common stock at the close of business on the record date of                , 2022, are entitled to notice of and to vote at the special meeting. As of the record date, there were                shares of Northmark common stock outstanding, held of record by approximately                shareholders. Each holder of Northmark common stock is entitled to one vote for each share of Northmark common stock owned as of the record date.

A list of shareholders entitled to vote at the special meeting will be available for inspection at the special meeting and before the special meeting, during the period beginning two business days after notice of the meeting is given and upon written request by any Northmark shareholder.

Quorum

A quorum of Northmark shareholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of the outstanding shares of Northmark common stock entitled to vote are present in person or represented by proxy at the special meeting, a quorum will exist. Your shares will be counted towards the quorum only if you submit a valid proxy or vote in person at the special meeting. Abstentions will be counted for purposes of determining whether a quorum is present. If there is no quorum, the holders of a majority of shares present at the special meeting in person or represented by proxy may adjourn the special meeting to another date.

Share Ownership of Management; Voting Agreements

As of the record date, the directors and executive officers of Northmark collectively held                shares of Northmark common stock, which represented approximately                % of the outstanding shares of Northmark common stock.

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Each of the directors and certain executive officers of Northmark have entered into a voting agreement with Cambridge, requiring each of them to vote all shares of Northmark common stock beneficially owned by such person in favor of approval of the merger agreement.

When considering the Northmark board of directors’ recommendation that you vote in favor of the approval of the merger agreement, you should be aware that the directors and executive officers of Northmark have interests in the merger that may be different from, or in addition to, the interests of shareholders of Northmark. See “Proposal 1—The Merger—Interests of Northmark’s Directors and Executive Officers in the Merger” beginning on page 49.

Voting in Person

If you are a Northmark shareholder and plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note, however, that if your shares are held in “street name,” and you wish to vote at the special meeting, you must bring to the special meeting a legal proxy executed in your favor from the record holder of the shares (your broker, bank, or other nominee) authorizing you to vote at the special meeting.

Whether or not you plan to attend the special meeting, Northmark requests that you complete, sign, date and return the enclosed proxy card as soon as possible in the enclosed postage-paid envelope. This will not prevent you from voting in person at the special meeting, but will assure that your vote is counted if you are unable to attend.

Voting by Proxy

If you are a Northmark shareholder, the Northmark board of directors requests that you return the proxy card accompanying this proxy statement/prospectus for use at the special meeting. Please complete, date and sign the proxy card and promptly return it in the enclosed postage-paid envelope.

If your shares are held in the name of a bank, broker or other nominee, please follow the instructions furnished to you by such record holder with these materials.

If you have any questions concerning the merger, the other meeting matters or this proxy statement/prospectus, or need assistance voting your shares, please contact Jane C. Walsh, President and Chief Executive Officer of Northmark, at the address or telephone number listed below:

Northmark Bank

89 Turnpike Street

North Andover, Massachusetts 01845

(978) 686-9100

How to Revoke Your Proxy

If you are a Northmark shareholder, you may revoke your proxy at any time by taking any of the following actions before your proxy is voted at the special meeting:

• delivering a written notice bearing a date later than the date of your proxy card to Northmark’s President and Chief Executive Officer at the address listed below, stating that you revoke your proxy;

• submitting a new signed proxy card bearing a later date (any earlier proxies will be revoked automatically); or

• attending the special meeting and voting in person, although attendance at the special meeting will not, by itself, revoke a proxy.

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You should send any notice of revocation to the following address:

Northmark Bank

89 Turnpike Street

North Andover, Massachusetts 01845

(978) 686-9100

Attention: Jane C. Walsh, President and Chief Executive Officer

If you have instructed a bank, broker or other nominee to vote your shares, you must follow the directions you receive from your bank, broker or other nominee to change your voting instructions.

Abstentions and Broker Non-Votes

Only shares affirmatively voted for the proposal, including shares represented by properly executed proxies that do not contain voting instructions, will be counted as votes “FOR” the proposal.

Brokers who hold shares of Northmark common stock in “street name” for a customer who is the beneficial owner of those shares may not exercise voting authority on the customer’s shares with respect to the actions proposed in this proxy statement/prospectus without specific instructions from the customer. When a broker does not vote on a particular proposal because the broker does not have discretionary voting power with respect to a proposal and has not received voting instructions from the beneficial owner it is referred to as a “broker non-vote.”

If your broker holds your Northmark stock in street name, your broker will vote your shares only if you provide instructions on how to vote by filling out the voting instruction form sent to you by your broker with this proxy statement/prospectus.

Accordingly, you are urged to mark and return the enclosed proxy card to indicate your vote. Abstentions and broker non-votes will be included in determining the presence of a quorum at the special meeting. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the approval of the merger agreement.

Proxy Solicitation

If you are a Northmark shareholder, the enclosed proxy is solicited by and on behalf of the Northmark board of directors. Northmark will pay the expenses of soliciting proxies to be voted at the special meeting, including any attorneys’ and accountants’ fees, except Northmark and Cambridge have each agreed to share equally the costs of printing this proxy statement/prospectus. Following the original mailing of the proxies and other soliciting materials, Northmark and its agents may also solicit proxies by mail, telephone, facsimile or in person. No additional compensation will be paid to directors, officers or other employees of Northmark for making these solicitations. Northmark intends to reimburse persons who hold Northmark common stock of record but not beneficially, such as brokers, custodians, nominees and fiduciaries, for their reasonable expenses in forwarding copies of proxies and other soliciting materials to, and requesting authority for the exercise of proxies from, the persons for whom they hold the shares.

This proxy statement/prospectus and the proxy card are first being sent to Northmark shareholders on or about                , 2022.

Stock Certificates

If you are a Northmark shareholder, you should not send in any certificates representing Northmark common stock. You will receive instructions for the exchange of your certificates representing Northmark common stock prior to the closing of the merger.

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PROPOSAL 1—THE MERGER

The following discussion contains material information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement and other documents attached as annexes to this proxy statement/prospectus. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement and other documents attached as annexes to this proxy statement/prospectus, for a more complete understanding of the merger.

General

On May 23, 2022, the boards of directors of Cambridge, Cambridge Trust Company, and Northmark each approved a merger agreement among Cambridge, Cambridge Trust Company and Northmark, pursuant to which Northmark will merge with and into Cambridge Trust Company, with Cambridge Trust Company surviving the merger.

Northmark shareholders will receive 0.9950 shares of Cambridge common stock for each share of Northmark common stock they own on the effective date of the merger. Northmark shareholders will also receive cash in lieu of any fractional shares they would have otherwise received in the merger.

See “The Merger Agreement” beginning on page 59, for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

From time to time, the Northmark board of directors has considered various strategic alternatives to enhance shareholder value, including potential strategic partnerships. On October 15, 2021, Northmark engaged Griffin to assist the Northmark board of directors in its review of strategic alternatives.

In the late fall of 2021, Northmark engaged in discussions with another bank, Financial Institution A. In December 2021, Financial Institution A submitted a non-binding indication of interest to acquire Northmark in an all-cash transaction with a purchase price of $98.31 per share of Northmark stock. Northmark executed an exclusivity agreement with Financial Institution A on December 16, 2021. After preliminary due diligence, Financial Institution A determined not to proceed with a transaction with Northmark, and the exclusivity agreement was terminated on January 25, 2022.

Subsequent to January 25, 2022, Griffin and Northmark held several discussions regarding other parties that might have an interest in acquiring Northmark.

On March 7, 2022, representatives from Griffin contacted Cambridge to determine its interest in a possible acquisition of Northmark. Cambridge executed a non-disclosure agreement on March 9, 2022, and on March 16, 2022, Ms. Walsh and Denis Sheahan, President and Chief Executive Officer of Cambridge and Cambridge Trust Company, met in person. Ms. Walsh and Mr. Sheahan met again in person again on March 29, 2022, the date that Cambridge was granted access to an electronic data room.

On March 29, 2022, Cambridge commenced its due diligence investigation of Northmark, and Northmark commenced its reverse due diligence investigation of Cambridge.

On April 14, 2022, Cambridge submitted an indication of interest proposing an all-stock transaction with a fixed exchange ratio of 0.9858 shares of Cambridge common stock in exchange for each share of Northmark common stock, which valued Northmark common stock at $78.69 per share based on the market price of Cambridge common stock on April 14, 2022.

On April 21, 2022, Northmark executed an exclusivity agreement with Cambridge.

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On April 25, 2022, the Northmark board of directors held a special meeting at which representatives of Griffin reviewed the financial terms of the indication of interest. Goodwin Procter LLP, counsel to Northmark, also attended the meeting. Upon conclusion of the discussion, Northmark’s board of directors authorized Northmark’s management to continue with due diligence and reverse due diligence efforts with respect to the proposed acquisition by Cambridge.

On May 4, 2022, a first draft of the merger agreement was provided to Goodwin Procter LLP by Hogan Lovells US LLP, counsel to Cambridge.

On May 9, 2022, Cambridge submitted a revised indication of interest in response to continued negotiations with respect to transaction consideration and terms. The revised proposal was for an all-stock transaction with a fixed exchange ratio of 0.9950, which valued Northmark at $82.92 per share based on the market price of Cambridge common stock on May 9, 2022.

On May 12, 2022, a virtual due diligence meeting took place between Northmark and Cambridge, with representatives of Griffin, Goodwin Procter LLP, Piper Sandler & Co., Cambridge’s financial advisor, and Hogan Lovells US LLP, also attending.

Between May 13 and May 19, 2022, Goodwin Procter LLP and Hogan Lovells US LLP exchanged revised drafts of the merger agreement.

On May 20, 2022, the Northmark board of directors held special meetings to review the draft merger agreement and related documentation that were distributed in advance of the meetings. Goodwin Procter LLP reviewed in detail the provisions of the merger agreement, including the representations and warranties, the various negative and affirmative covenants, the termination provisions, the non-solicitation and related termination fee provisions, and the voting agreements requested of the Northmark directors and certain executive officers.

On May 23, 2022, the Northmark board of directors held a special meeting. Goodwin Procter LLP confirmed that there were no changes to the merger agreement and related documentation since the May 20, 2022 board meeting. Representatives of Griffin reviewed the financial aspects of the proposed merger based on the financial terms of the merger agreement and provided the board with its fairness opinion, to the effect that, as of such date the exchange ratio set forth in the merger agreement was fair, from a financial point of view, to the holders of Northmark common stock. The Northmark board of directors then (i) determined that the merger agreement and the merger were in the best interests of Northmark and its shareholders, (ii) approved the merger agreement, (iii) recommended that Northmark shareholders approve the merger agreement, and (iv) directed that the merger agreement be submitted for consideration by the Northmark shareholders at a special meeting of Northmark shareholders. Ms. Walsh and Mr. Murphy executed their employment agreement amendments. Northmark and Cambridge also executed the merger agreement and Cambridge entered into voting agreements with each of the directors of Northmark, Glenn Johnson, Senior Lending Officer of Northmark, and Joseph Renna, Chief Information Officer of Northmark.

Northmark’s Reasons for the Merger

In reaching its decision to approve the merger agreement, and to recommend that Northmark shareholders adopt the merger agreement, the Northmark board of directors evaluated the merger in consultation with Northmark’s management, as well as Northmark’s independent financial and legal advisors, and considered a number of factors, including the following material factors:

• the Northmark board of director’s familiarity with and review of Northmark’s business, financial condition, results of operations and prospects, including, but not limited to, its business plan and its potential for growth and profitability;

• the current and prospective environment in which Northmark operates, including national and local economic conditions, the competitive environment for financial institutions generally, the increased

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regulatory burden on financial institutions generally and the trend toward consolidation in the financial services industry;

• the Northmark board of directors’ review, based in part on the due diligence performed by Northmark in connection with the transaction, of Cambridge’s business, financial condition, results of operations and management; the potential synergies expected from the merger; and the geographic fit between Northmark’s and Cambridge’s service areas;

• the expected pro forma financial impacts of the transaction, taking into account anticipated cost savings and other factors, on Northmark shareholders;

• the structure of the transaction as an all-stock merger following which Northmark’s existing shareholders will have the opportunity to participate in the strategic plan for the combined company;

• the fact that the exchange ratio is fixed, which the Northmark board of directors believed was consistent with market practice for transactions of this type, was likely to be protective of the total consideration to be received by Northmark shareholders based on past performance of Cambridge’s share price, offered the possibility of an upside to the merger consideration, and was consistent with the strategic purpose of the transaction;

• the Northmark board of directors’ review with Northmark’s legal and financial advisors of the financial and other terms of the merger agreement, including the fixed exchange ratio, tax treatment and termination fee provisions;

• the opinion, dated May 23, 2022, of Griffin directed to the Northmark board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Northmark common stock of the exchange ratio in the merger, as more fully described below under “—Opinion of Griffin Financial Group, LLC, Financial Advisor to Northmark” beginning on page 37; and

• Cambridge’s agreement, upon the closing of the merger, to appoint Jane C. Walsh, Northmark’s President and Chief Executive Officer, to the boards of directors of Cambridge and Cambridge Trust Company, respectively, which is expected to provide a degree of continuity and involvement by Northmark’s board of directors following the merger and enhance the likelihood that the strategic benefits that Northmark expects to achieve as a result of the merger will be realized.

The Northmark board of directors also considered potential risks relating to the merger, including the following:

• the regulatory and other approvals required in connection with the merger and the expectation that such approvals will be received in a timely manner and without the imposition of unacceptable conditions;

• the potential for diversion of management and employee attention, and for employee attrition, during the period prior to the completion of the merger and the potential effect on Northmark’s business and relations with customers, service providers and other stakeholders, whether or not the merger is completed;

• the merger agreement provisions generally requiring Northmark to conduct its business in the ordinary course and the other restrictions on the conduct of Northmark’s business prior to completion of the merger, which may delay or prevent Northmark from undertaking business opportunities that may arise pending completion of the merger;

• with merger consideration based on a fixed exchange ratio, the risk that the consideration to be paid to Northmark shareholders could be adversely affected by a decrease in the trading price of Cambridge common stock during the pendency of the merger;

• expected benefits and synergies sought in the merger, including cost savings and Cambridge’s ability to market successfully its financial products to Northmark’s customers, may not be realized or may not be realized within the expected time period;

• the challenges of integrating the businesses, operations and employees of Northmark and Cambridge;

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• certain provisions of the merger agreement prohibit Northmark from soliciting, and limit its ability to respond to, proposals for alternative transactions;

• Northmark’s obligation to pay Cambridge a termination fee of $2.2 million in certain circumstances, as described in the section entitled “The Merger Agreement—Termination Fee” on page 73, may deter others from proposing an alternative transaction that may be more advantageous to Northmark shareholders;

• Northmark’s directors and executive officers may have interests in the merger that are different from or in addition to those of its shareholders generally, as described in the section entitled “—Interests of Northmark’s Directors and Executive Officers in the Merger” beginning on page 49; and

• the other risks described in the section entitled “Risk Factors” beginning on page 19 and the risks of investing in Cambridge common stock identified in the “Risk Factors” sections of Cambridge’s periodic reports filed with the SEC and incorporated by reference herein.

The discussion of the information and factors considered by the Northmark board of directors is not exhaustive, but includes the material factors considered by the Northmark board of directors. In view of the wide variety of factors considered by the Northmark board of directors in connection with its evaluation of the merger and the complexity of these matters, the Northmark board of directors did not attempt to quantify, rank, or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Furthermore, in considering the factors described above, individual members of the Northmark board of directors may have given different weights to different factors. The Northmark board of directors evaluated the factors described above and reached the decision that the merger was in the best interests of Northmark and its shareholders. The Northmark board of directors realized that there can be no assurance about future results, including results expected or considered in the factors listed above. However, the Northmark board of directors concluded that the potential positive factors outweighed the potential risks of completing the merger. It should be noted that this explanation of the Northmark board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section entitled “Information Regarding Forward-Looking Statements” beginning on page 26.

On the basis of these considerations, the Northmark board of directors adopted and approved the merger agreement and the transactions contemplated by the merger agreement and recommended to the shareholders that they adopt the merger agreement and the transactions contemplated by the merger agreement.

Recommendation of the Northmark Board of Directors

The Northmark board of directors has approved the merger agreement and recommends that Northmark shareholders vote “FOR” approval of the merger agreement and the transactions contemplated thereby.

Opinion of Griffin Financial Group, LLC, Financial Advisor to Northmark

On October 15, 2021, Northmark engaged Griffin Financial Group, LLC, to assist it in identifying a merger partner and in consummating a merger transaction. Pursuant to this engagement, Griffin agreed to serve as financial advisor in connection with the proposed merger of Northmark with and into Cambridge Trust Company and to assist Northmark in assessing the fairness, from a financial point of view, to the shareholders of Northmark, of the exchange ratio in the proposed merger. Griffin is a nationally recognized, Financial Industry Regulatory Authority-licensed investment banking firm that is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

As part of its engagement, representatives of Griffin attended the meeting of the Northmark board of directors held on May 23, 2022, at which the Northmark board of directors evaluated the proposed merger. At this meeting, Griffin reviewed the financial aspects of the proposed merger and provided its opinion that, as of such date, the exchange ratio in the proposed merger was fair, from a financial point of view, to the shareholders of Northmark. The Northmark board approved the merger at this meeting.

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The full text of Griffin’s written opinion is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference. Northmark shareholders are urged to read the opinion in its entirety for a description of the assumptions made, matters considered, procedures followed and qualifications and limitations on the review undertaken by Griffin. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion.

Griffin’s opinion speaks only as of the date of the opinion. The opinion is directed to the Northmark board of directors and is limited to the fairness, from a financial point of view, to the shareholders of Northmark with regard to the exchange ratio in the merger. Griffin does not express an opinion as to the underlying decision by Northmark to engage in the merger or the relative merits of the merger compared to other strategic alternatives which may be available to Northmark.

In providing its opinion, Griffin:

• reviewed a draft of the merger agreement dated May 17, 2022;

• reviewed and discussed with Northmark its audited financial statements as of and for the years ended December 31, 2021 and December 31, 2020, and certain unaudited interim financial information as of and for the quarter ended March 31, 2022;

• reviewed and discussed with Cambridge its audited financial statements and annual reports on Form 10-K as of and for the years ended December 31, 2021 and December 31, 2020, and certain unaudited interim financial information as of and for the quarter ended March 31, 2022;

• discussed with the management of Northmark and Cambridge matters relating to their respective financial condition, growth, liquidity, earnings, profitability, asset quality, capital adequacy, future prospects, and related matters (as applicable) as of such dates and for the periods then ended;

• reviewed and discussed with management of Northmark its budgeted balance sheet growth and earnings for 2022 and expected future period trends for assets, loans, deposits, capital and earnings;

• reviewed and discussed with management of Cambridge its budgeted balance sheet growth and earnings for 2022 and certain publicly available consensus “street estimates” of projections of future earnings and growth rates for Cambridge for periods beyond 2022;

• analyzed and discussed with Northmark and Cambridge the potential strategic implications and operational benefits anticipated by the management of Northmark and Cambridge related to the proposed merger;

• evaluated the potential pro forma financial effects of the proposed merger on the regulatory capital ratios of Cambridge and Cambridge Trust Company;

• reviewed and discussed with Northmark and Cambridge certain publicly available documents and other business and financial information concerning Northmark and Cambridge and the economic and regulatory environments in which they operate;

• compared certain financial and stock market information of Cambridge with similar information of certain other companies, the securities of which are publicly traded;

• compared the financial condition and implied valuation of Northmark to the financial condition and valuation of certain institutions Griffin deemed relevant;

• compared the proposed financial terms of the proposed merger with the publicly available financial terms of certain transactions involving whole bank acquisitions that Griffin deemed relevant;

• performed discounted cash flow analyses; and

• undertook such other financial studies and analyses, and considered such other information as Griffin deemed appropriate for the purpose of its opinion.

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Griffin’s opinion has been approved by its fairness opinion committee in conformity with its policies and procedures established under the requirement of Rule 5150 of the Financial Industry Regulatory Authority. In conducting its review and arriving at its opinion, Griffin relied upon the accuracy and completeness of the financial and other information provided to it or otherwise publicly available or which was furnished to or discussed with Griffin by Northmark or Cambridge or otherwise reviewed by Griffin including, particularly, the forward looking earnings estimates, projections, cost savings and growth rates. Griffin did not independently verify the accuracy or completeness of any such information or assume any responsibility for such verification or accuracy. The Northmark earnings estimates used by Griffin in certain of its analyses were prepared by, or in conjunction with, Northmark’s senior management team. Griffin relied upon the management of Northmark as to the reasonableness and achievability of its earnings estimates (and the assumptions and bases therefore) and assumed that such earnings estimates reflected the best currently available estimates and judgments of Northmark’s management and that such earnings will be realized in the amounts and in the time periods estimated by Northmark’s management. Northmark does not publicly disclose internal earnings estimates of the type provided to Griffin in connection with its review of the merger. As a result, such estimates were not prepared with a view towards public disclosure. Earnings estimates and future projections are based on numerous variables and assumptions, and actual results could vary significantly from those set forth in the estimates.

The Cambridge earnings estimates for 2022 used by Griffin in certain of its analyses were prepared by Cambridge. Griffin relied upon the management of Cambridge as to the reasonableness and achievability of these estimates (and the assumptions and bases therefore) and assumed that such earnings estimates reflected the best currently available estimates and judgments of Cambridge’s management and that such earnings will be realized in the amounts and in the time periods estimated by Cambridge’s management. Cambridge does not publicly disclose internal earnings estimates of the type provided to Griffin in connection with its review of the merger. As a result, such estimates were not prepared with a view towards public disclosure. Griffin used publicly available research analyst “street estimates” for 2023 earnings and a long-term earnings growth rate consistent with guidance provided by Cambridge’s management. Griffin did not independently verify the accuracy or completeness of any such information or the related inputs and assumptions or assume any responsibility for such verification or accuracy. Earnings estimates and future projections are based on numerous variables and assumptions, and actual results could vary significantly from those set forth in the estimates.

Griffin did not review individual loan files or deposit information of Northmark or Cambridge, nor did Griffin conduct or be provided with any valuation or appraisal of any assets, deposits, or other liabilities of Northmark or Cambridge. Griffin is not an expert in the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowance for losses with respect thereto, and accordingly, Griffin assumed, without independent verification, that the aggregate allowances for loan and lease losses for Northmark and Cambridge were adequate to cover those losses. Griffin is not a legal, regulatory, or tax expert and has relied on the assessments made by advisors to Northmark with respect to such issues. In relying on financial analysis provided to Griffin or discussed with Griffin by Northmark or Cambridge or derived therefrom, Griffin assumed that such analyses had been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of management of Northmark and Cambridge, as applicable. Griffin expresses no view as to such analyses, forecasts, estimates or assumptions on which they were based.

For purpose of providing its opinion, Griffin assumed that, in all respects material to its analysis:

• the merger will be completed in accordance with the terms set for the in the merger agreement with no adjustments to the exchange ratio;

• the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement are true and correct in all respects material to Griffin’s analysis;

• each party to the merger agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents, including approval by

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federal and state banking regulators and by Northmark shareholders, and in a manner which will not give Cambridge the ability to terminate the merger agreement or decline to close under the merger agreement;

• all conditions to the completion of the merger will be satisfied without any waivers or modifications to the merger agreement; and

• in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger, no restrictions, including termination, divestiture requirements, termination or other payments or amendments or modifications, will be imposed that will have a material adverse effect on the future results of operations or financial condition of the combined entity or the contemplated benefits of the merger, including the cost savings, revenue enhancements and related expenses expected to result from the merger.

Griffin’s opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to it, as of the date of its opinion. Subsequent developments may affect Griffin’s opinion, and Griffin does not have any obligation to update, revise, confirm or reaffirm its opinion. Griffin’s opinion is limited to the fairness, from a financial point of view, to the shareholders of Northmark with regards to the exchange ratio to be received by the shareholders of Northmark in the merger as of the date of the opinion. Griffin expressed no opinion as to the fairness of the merger as of any subsequent date or to creditors or other stakeholders of Northmark or as to the underlying decision by Northmark to engage in the merger, the relative merits of the merger compared to other merger transactions that may be available to Northmark, or the relative merits of the merger compared to other strategic alternatives that may be available to Northmark. Griffin did not, and was not asked to, contact any other interested parties other than those specifically indicated by Northmark. Furthermore, Griffin did not take into account, and expresses no opinion with respect to, the amount or nature of any bonuses and any other compensation or consideration to any officers, directors, or employees of Northmark paid or payable by reason or as a result of the merger.

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

The following is a summary of the material analyses presented by Griffin to the Northmark board of directors on May 23, 2022 in connection with Griffin’s fairness opinion. The summary is not a complete description of the analyses underlying the Griffin opinion or the presentation made by Griffin to the Northmark board of directors but summarizes the material analyses performed and presented in connection with such opinion.

The preparation of the fairness opinion is a comprehensive and complex, analytical process, involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, Griffin did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. The financial analyses summarized within include information presented in a tabular format. Accordingly, Griffin believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular

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format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion. The tables alone do not constitute a complete description of the financial analyses.

Summary of Proposal

Pursuant to the Agreement and Plan of Merger, dated as of May 23, 2022, by and among Northmark, Cambridge, and Cambridge Trust Company, Northmark will be merged with and into Cambridge Trust Company with Cambridge Trust Company surviving the merger. Each of the 792,145 issued and outstanding shares of Northmark common stock will be converted into the right to receive 0.9950 shares of Cambridge common stock. The terms and conditions of the merger are more fully described in the merger agreement.

Transaction Multiples

As of May 23, 2022, the date of Griffin’s opinion, based upon the ten-trading day average closing price of Cambridge stock for the period ended May 19, 2022, of $80.80 per share, and based upon the exchange ratio of 0.9950, the value of the consideration to be received by the holders of Northmark common stock was $80.40 per share. Based on this, the total purchase price payable to the shareholders of Northmark was approximately $63.7 million, which is equal to 119.0% of Northmark’s tangible book value, 18.1 times Northmark’s earnings for the twelve-month period ending March 31, 2022 and reflected a tangible book value premium to Northmark’s core deposits of 3.5%.

Contribution Analysis

Griffin analyzed the relative contribution of Northmark and Cambridge to certain financial and operating metrics for the pro forma combined company resulting from the merger. The financial and operating metrics included: (1) assets, (2) loans, (3) deposits, (4) tangible common equity, (5) net interest income, (6) core noninterest income, (7) core pre-tax pre-provision earnings, (8) net income, and (9) estimated 2022 net income. Net income estimates for the year ended December 31, 2022 were based on projections provided by the management of Northmark and research analyst “street estimates” for Cambridge. The relative contribution analysis did not give effect to purchase accounting adjustments, any synergies or other adjustments resulting from the merger. The results of this analysis are summarized in the table below as of and for the twelve months ended March 31, 2022:

	Relative Contribution				Implied
	Cambridge		Northmark		Exchange Ratio
Balance sheet ($000)
Assets		5,018,379		442,466		0.7792
Loans		3,417,213		313,744		0.8113
Deposits		4,473,735		380,849		0.7524
Tangible common equity		381,727		53,615		1.2413
Income statement ($000)
Net interest income		128,444		13,298		0.9150
Core non-interest income		44,829		719		0.1417
Core pre-tax pre-provision earnings		72,251		4,921		0.6019
Net income ($000)		53,841		3,527		0.5790
Net income – 2022E ($000)		54,861		3,952		0.6367
Exchange Ratio in the Merger						0.9950

An analysis of these results is not purely mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and of the banking environment at the time of the opinion.

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Discounted Cash Flow Analysis

Griffin performed a discounted cash flow analysis to estimate a range of the present values of after-tax cash flows that Northmark could provide to equity holders on a standalone basis. In performing this analysis, Griffin assumed discount rates ranging from 11.50% to 14.50%. Inputs to the discount rate were derived from the Kroll Cost of Capital Module as of May 19, 2022. The range of values was determined by adding (i) the present value of projected cash flows to Northmark shareholders from 2022 to 2028, and (ii) the present value of the terminal value of Northmark’s forward earnings. Free cash flows were assumed to be earnings in excess of required capital retention in order to maintain a ratio of tangible common equity to tangible assets of between 7.5% and 8.5%. In determining the terminal value cash flows, Griffin applied multiples ranging from 9.0x forward earnings to 11.0x forward earnings, based upon a projected terminal growth rate of approximately 3.0% using the Gordon Growth model. This resulted in a range of values of Northmark from $62.72 per share to $75.79 per share.

The discounted cash flow present value analysis is a widely used valuation methodology that relies on numerous assumptions, including asset and earnings growth rates, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Northmark.

Griffin also performed a discounted cash flow analysis to estimate a range of the present values of after-tax cash flows that Cambridge could provide to equity holders on a standalone basis. In performing this analysis, Griffin assumed discount rates ranging from 9.50% to 11.00%. Inputs to the discount rate were derived from the Kroll Cost of Capital Module as of May 19, 2022. The range of values was determined by adding (i) the present value of projected cash flows to Cambridge shareholders from 2022 to 2028, and (ii) the present value of the terminal value of Cambridge’s forward earnings. Free cash flows were assumed to be earnings in excess of required capital retention in order to maintain a ratio of tangible common equity to tangible assets of between 8.0% and 9.0%. In determining terminal value cash flows, Griffin applied multiples ranging from 11.5x forward earnings to 13.5x forward earnings, based upon a projected terminal growth rate of approximately 2.25% using the Gordon Growth model. This resulted in a range of values of Cambridge from $103.47 per share to $126.89 per share.

The discounted cash flow present value analysis is a widely used valuation methodology that relies on numerous assumptions, including asset and earnings growth rates, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Cambridge.

The results of the discount cash flow analysis are summarized in the table below:

Implied Per Share Value ($)
Northmark			Cambridge			Implied Exchange Ratio
Low	Median	High	Low	Median	High	High/Low	Median/ Median	Low/High
62.72	68.80	75.79	103.47	114.73	126.89	0.7325	0.5997	0.4943

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Selected Companies Analysis: Northmark and Cambridge

Using publicly available information, Griffin compared the financial performance and condition of Northmark to the following publicly traded banks headquartered in the United States that are traded on an exchange or over the counter with three-month average daily trading volume to total common shares outstanding greater than 0.03% as of May 13, 2022, assets greater than $250 million and less than $650 million, and non-performing assets to total assets less than 1.00%. The group excludes merger targets, banks with foreign charters or foreign owned, industrial banks, and non-depository trusts. Companies included in this group were:

CITBA Financial Corporation	Glen Burnie Bancorp
Bank of San Francisco	Equitable Financial Corp.
Cornerstone Community Bancorp	Oregon Bancorp, Inc.
PSB Holding Corp.	Triad Business Bank
River Valley Community Bancorp	Delhi Bank Corp.
Home Federal Bancorp, Inc. of LA	WVS Financial Corp.
Woodlands Financial Services Company	Summit Bancshares, Inc.
Quaint Oak Bancorp, Inc.	Ottawa Bancorp, Inc.
HV Bancorp Inc.	Peoples Bancorp, Inc. (MD)
Horizon Bancorp, Inc.	FFBW, Inc.
Paragon Financial Solution, Inc.	TEB Bancorp, Inc.
CNB Corporation	AMB Financial Corp.
First Seacoast Bancorp	Pacific West Bank
U & I Financial Corp.	Third Century Bancorp
First Resources Bancorp, Inc.	HCB Financial Corp.
The Victory Bancorp, Inc.	Mid-Southern Bancorp, Inc.
blueharbor bank	Cincinnati Bancorp, Inc.

To perform this analysis, Griffin used financial information as of the most recently available quarter end and market price information as of May 19, 2022.

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Griffin’s analysis showed the following concerning Northmark’s and the group’s financial and market information:

			Selected Companies
	Northmark		First Quartile		Median		Third Quartile
Total Assets ($000)		442,468		346,206		440,434		555,301
ADTV (shares)				601		1,013		1,631
ROAA (%)1		0.78		0.56		0.84		1.05
ROAE (%)2		6.73		6.14		9.30		13.43
Loans / Deposits (%)		82.4		58.8		72.2		89.1
Net Interest Margin (%)		3.02		2.87		3.12		3.54
TCE/TA (%)		12.12		7.38		8.78		11.12
Trading Price/LTM Earnings (x)				7.6		11.3		15.8
Trading Price/TBV (%)				88.0		99.8		114.6

Using publicly available information, Griffin compared the financial performance and condition of Cambridge to the following publicly traded banks headquartered in New England, the Mid-Atlantic, Ohio, Virginia or West Virginia with assets greater than $4 billion and less than $10 billion and last-twelve months core return on average assets greater than 1.00%. The peer group excludes merger targets, banks with foreign charters or foreign owned, industrial banks, and non-depository trusts. Companies included in this group were:

First Commonwealth Financial	Peapack-Gladstone Financial Corporation
Park National Corporation	City Holding Company
S&T Bancorp, Inc.	Washington Trust Bancorp, Inc.
Columbia Financial, Inc.	Financial Institutions, Inc.
Brookline Bancorp, Inc.	Northfield Bancorp, Inc.
ConnectOne Bancorp, Inc.	Camden National Corporation
Tompkins Financial Corporation	CNB Financial Corporation
Premier Financial Corp.	Mid Penn Bancorp, Inc.
Kearny Financial Corp.	HarborOne Bancorp, Inc.
Peoples Bancorp, Inc. (OH)	Farmers National Banc Corp.
Univest Financial Corporation	The First of Long Island Corporation
Metropolitan Bank Holding Corp.	Canandaigua National Corporation
TrustCo Bank Corp NY	Arrow Financial Corporation

To perform this analysis, Griffin used financial information as of the most recently available quarter end and market price information as of May 19, 2022.

¹  Selected company values for last-twelve months return on average assets are Core ROAA as reported by S&P Global Market Intelligence.

²  Selected company values for last-twelve months return on average equity are Core ROAE as reported by S&P Global Market Intelligence.

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Griffin’s analysis showed the following concerning Cambridge and the group’s financial and market information:

				Selected Companies
	Cambridge			First Quartile			Median			Third Quartile
Total Assets ($000)		5,018,379			5,318,104			6,268,769			7,816,053
Core ROAA (%)		1.20			1.12			1.18			1.34
Core ROAE (%)		12.92			10.98			11.99			13.31
Loans / Deposits (%)		76.4			76.1			85.1			90.6
Net Interest Margin (%)		2.97			2.85			3.05			3.37
TCE/TA (%)		7.69			7.46			8.32			9.43
YTD Price Change (%)		(13.5	)		(18.1	)		(15.7	)		(10.7	)
Trading Price/LTM Earnings (x)		10.2			9.2			10.0			11.6
Trading Price/TBV (%)		142.9			117.5			142.8			164.0
Dividend Yield (%)		3.29			3.10			3.63			4.37

Griffin applied Northmark and Cambridge selected company trading multiples to Northmark’s and Cambridge’s financial information as of March 31, 2022 to determine an implied per share valuation for both Cambridge and Northmark and an implied exchange ratio. The following table summarizes the results of this analysis:

	Price / LTM Earnings						Price / TBV
	Implied Per Share Value				Implied Exchange Ratio		Implied Per Share Value				Implied Exchange Ratio
	Northmark		Cambridge				Northmark		Cambridge
High Northmark / Low Cambridge	$	70.45	$	70.89		0.9938	$	77.55	$	64.08		1.2102
Median Northmark / Median Cambridge	$	50.26	$	76.74		0.6549	$	67.57	$	77.89		0.8675
Low Northmark / High Cambridge	$	34.02	$	89.16		0.3816	$	59.59	$	89.43		0.6664
Exchange Ratio in the Merger						0.9950						0.9950

No company used as a comparison in the above analyses is identical to Northmark or Cambridge. In addition, Griffin presumed that the trading valuations for peers exclude any change in control premium. Accordingly, an analysis of these results is not purely mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and of the banking environment at the time of the opinion.

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Selected Transactions Analysis

Griffin reviewed publicly available information related to selected acquisitions of banks and bank holding companies that were announced between January 1, 2021 and May 19, 2022, including nationwide deals for stock corporations with consideration value between $40 and $90 million. Griffin excluded transactions with foreign buyers and non-bank entities. The transactions included in the group were, sorted by announcement date:

Acquirer:	Acquiree:
Rosedale Federal Savings & Loan	CBM Bancorp, Inc.
Civista Bancshares, Inc.	Comunibanc Corp.
Home Bancorp, Inc.	Friendswood Capital Corporation
Alerus Financial Corporation	MBP BHC, INC.
InBankshares, Corp	Legacy Bank
Georgia Banking Company, Inc.	Peoples Banktrust, Inc.
MidWestOne Financial Group, Inc.	Iowa First Bancshares Corp.
BancFirst Corporation	Worthington National Bank
Business First Bancshares, Inc.	Texas Citizens Bancorp, Inc.
Community Bank System, Inc.	Elmira Savings Bank
Eagle Bancorp Montana, Inc.	First Community Bancorp, Inc.
BayCom Corp	Pacific Enterprise Bancorp
SouthPoint Bancshares, Inc.	Merchants Financial Services, Inc.
Seacoast Banking Corporation of FL	Sabal Palm Bancorp, Inc.
Finward Bancorp	Royal Financial, Inc.
First Western Financial, Inc.	Teton Financial Services, Inc.
Spencer Savings Bank	Mariner’s Bank
HBT Financial, Inc.	NXT Bancorporation, Inc.
Equity Bancshares, Inc.	American State Bancshares, Inc.
Southern California Bancorp	Bank of Santa Clarita
Colony Bankcorp, Inc.	SouthCrest Financial Group, Inc.
Fidelity D&D Bancorp, Inc.	Landmark Bancorp, Inc.
Investar Holding Corporation	Cheaha Financial Group, Inc.

For each transaction referred to above, Griffin compared, among other things, the following reported or implied ratios based on the latest publicly available financial statements of the company prior to the announcement of the acquisition:

• Price per common share paid for the acquired company to last twelve months’ earnings per share of the acquired company;

• Price per common share paid for the acquired company to tangible book value per share of the acquired company;

• Price per common share paid for the acquired company to core tangible book value per share of the acquired company, adjusting both the price and tangible book value per share based on the target having a ratio of tangible book value to tangible assets of 8.0%; and

• Aggregate transaction price in excess of tangible book value of the acquired company as a percentage of core deposits.

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For each metric above, Griffin determined a range of implied valuation per Northmark share. Griffin’s analysis showed the following concerning the proposed merger and the selected transactions:

			Selected Transactions Multiples						Northmark Valuation Per Share ($)
	Northmark/ Cambridge		1st Quartile		Median		3rd Quartile		1st Quartile		Median		3rd Quartile
Price/LTM Earnings (x)		18.1		12.4		15.6		20.2		55.40		69.48		90.11
Price/Tangible Book Value (%)		119.0		124.5		135.8		151.6		84.24		91.93		102.59
Price / 8% Core TBV (%)		128.4		129.3		140.1		162.9		80.78		85.58		95.80
Premium/Core Deposits (%)		3.5		3.3		4.9		7.5		80.00		85.62		95.57

For the implied Northmark valuations in the table above, Griffin computed ranges of implied exchange ratios using both the ten-trading day average closing price of Cambridge stock for the period ended May 19, 2022 of $80.80 per share, and the low estimated value of Cambridge obtained in the Cambridge discounted cash flow analysis of $103.47 per share. Griffin’s analysis showed the following concerning the proposed merger and the selected transactions:

	Implied Exchange Ratio						Implied Exchange Ratio
	Ten-Day CATC Average Close ($80.80)						Low CATC DCF Valuation ($103.47)
	1st Quartile		Median		3rd Quartile		1st Quartile		Median		3rd Quartile
Price/LTM Earnings (x)		0.6856		0.8599		1.1153		0.5354		0.6715		0.8709
Price/Tangible Book Value (%)		1.0425		1.1378		1.2697		0.8141		0.8885		0.9915
Price / 8% Core TBV (%)		0.9998		1.0592		1.1856		0.7807		0.8271		0.9259
Premium/Core Deposits (%)		0.9901		1.0596		1.1827		0.7731		0.8275		0.9236
Exchange Ratio in the Merger				0.9950						0.9950

Griffin also performed an analysis to adjust the selected transaction multiples to account for changes in the banking environment since the announcement of each respective deal. Griffin adjusted each reported deal value for the change in the value of the NASDAQ Bank index between the announcement date of the selected transaction and May 19, 2022 and recalculated the selected transaction multiples. The 1^st quartile, median and 3^rd quartile declines in the NASDAQ Bank index from the time of each transaction’s announcement through May 19, 2022 were 16.9%, 15.3% and 9.0%, respectively. These adjusted transaction multiples were used to determine a range of implied valuation per Northmark share. Griffin’s analysis showed the following concerning the transaction and the adjusted selected transactions:

			Selected Transactions Multiples (Adjusted)						Northmark Valuation Per Share ($)
	Northmark/ Cambridge		1st Quartile		Median		3rd Quartile		1st Quartile		Median		3rd Quartile
Price/LTM Earnings (x)		18.1		11.0		13.6		17.5		49.06		60.69		77.79
Price/Tangible Book Value (%)		119.0		108.7		117.9		133.8		73.54		79.83		90.59
Price/ 8% Core TBV (%)		128.4		111.9		122.3		132.3		73.00		77.65		82.11
Premium/Core Deposits (%)		3.5		1.7		2.4		3.8		73.98		76.71		81.65

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For the adjusted implied Northmark valuations in the table above, Griffin computed ranges of implied exchange ratios using both the ten-trading day average closing price of Cambridge stock for the period ended May 19, 2022 of $80.80 per share, and the low estimated value of Cambridge obtained in the Cambridge discounted cash flow analysis of $103.47 per share. Griffin’s analysis showed the following concerning the proposed merger and the selected transactions

			Implied Exchange Ratio						Implied Exchange Ratio
			Ten-Day CATC Average Close ($80.80)						Low CATC DCF Valuation
	Northmark/ Cambridge		1st Quartile		Median		3rd Quartile		1st Quartile		Median		3rd Quartile
Price/LTM Earnings (x)		18.1		0.6072		0.7511		0.9627		0.4742		0.5866		0.7518
Price/Tangible Book Value (%)		119.0		0.9102		0.9880		1.1211		0.7108		0.7715		0.8755
Price / 8% Core TBV (%)		128.4		0.9034		0.9610		1.0162		0.7055		0.7505		0.7936
Premium/Core Deposits (%)		3.5		0.9156		0.9494		1.0106		0.7150		0.7414		0.7892
Exchange Ratio in the Merger						0.9950						0.9950

No company or transaction used as a comparison in the above analysis is identical to Northmark, Cambridge or the merger. Accordingly, an analysis of these results is not purely mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and of the banking environment at the time of the opinion.

Pro Forma Impact Analysis

Griffin performed pro forma merger analyses that combined projected Northmark and Cambridge balance sheet and income statement information for periods through 2025. Projected growth, earnings estimates and other assumptions (including, without limitation, purchase accounting adjustments, cost savings and transaction related expenses) were provided by or derived by material provided by Northmark and Cambridge. The analyses indicated that the merger is expected to be dilutive to Cambridge’s tangible book value per common share as of the completion date of the merger, which for modeling purposes was estimated to be December 31, 2022, accretive to earnings per common shares in subsequent periods, and that Cambridge is expected to maintain well-capitalized regulatory capital ratios. The analysis also indicated that the merger could be accretive to Northmark’s current and estimated dividends per share, as adjusted for the exchange ratio. Actual results may differ from the projected results, and these differences may be material.

The summary set forth above is not a complete description of the analyses and procedures performed by Griffin while arriving at this opinion.

The board of directors of Northmark retained Griffin as the financial adviser to Northmark regarding the merger. As part of its investment banking business, Griffin is, from time to time, engaged in the valuation of bank and bank holding company securities in connection with mergers and acquisitions, public and private placement of listed and unlisted securities, rights offerings and other forms of valuations for various purposes. As specialists in the securities of banking companies, Griffin has experience in, and knowledge of, the valuation of banking enterprises. In the ordinary course of its business as a broker-dealer, Griffin may, from time to time, have a long or short position in, and buy or sell, debt or equity securities of institutions like, and possibly including, Northmark and Cambridge for Griffin’s own account and for the accounts of its customers. To the extent Griffin held any such positions, it was disclosed to Northmark.

Pursuant to the Griffin engagement agreement, Northmark agreed to pay Griffin (i) a fee upon delivery to the Northmark board of directors of the definitive written fairness opinion of $150,000; and (ii) upon closing of the merger, a transaction fee equal to 1.25% of the aggregate transaction value. No retainer fee was paid to Griffin. The fee for the fairness opinion will be credited against the transaction fee payable at closing. During the two years prior to the date of the opinion, other than this engagement, there have been no material relationships

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between Griffin or its affiliates and Northmark or its affiliates. During the two years prior to the date of the opinion, there have been no material relationships between Griffin or its affiliates and Cambridge or its affiliates.

Interests of Northmark’s Directors and Executive Officers in the Merger

In considering the recommendation of the Northmark board of directors regarding the merger, Northmark shareholders should know that the directors and certain executive officers of Northmark have interests in the merger in addition to their interests as shareholders of Northmark. All those additional interests are described below, to the extent they are material and are known to Northmark. The Northmark board of directors and the boards of directors of Cambridge and Cambridge Trust Company were aware of these interests and considered them, among other matters, in approving the merger agreement.

The following discussion sets forth the interests in the merger of each person who has served as a director or executive officer of Northmark since January 1, 2021. Except as described below, to the knowledge of Northmark, the directors and executive officers of Northmark do not have any substantial interest, direct or indirect, by security holdings or otherwise in the merger or the merger agreement proposal apart from their interests as shareholders of Northmark. The amounts presented in the following discussion do not reflect the impact of applicable withholding or other taxes.

Employment Agreements

Northmark is a party to employment agreements with Jane C. Walsh and Daniel J. Murphy, III, which were amended in connection with the execution of the merger agreement. Pursuant to the merger agreement, Cambridge has agreed to honor in accordance with their terms all benefits payable under these employment agreements, which provide certain benefits in the event the executive’s employment is terminated under specified circumstances. The agreements provide that if the executive is involuntarily terminated other than for “cause,” disability, or death, or voluntarily resigns following certain events specified in the agreements, the executive will be entitled to a payment equal to five times the highest aggregate salary and bonus received by the employee in any 12-month period during the three-year period. However, in the event that any compensation, payment or distribution to the employee or for the employee’s benefit, whether paid or payable or distributed or distributable pursuant to the employment agreements, the executive’s supplemental unfunded retirement and death benefits agreement, the executive’s split dollar agreement, or any other agreement or arrangement between the executive and Northmark or Cambridge (the “parachute payments”) would be non-deductible by the Northmark or Cambridge by Section 280G of the Code or would be subject to the excise tax imposed by Section 4999 of the Code, then the parachute payments will be reduced (but not below zero) so that the sum of the parachute payments shall not exceed three times the executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder, less one U.S. dollar ($1.00).

Assuming the merger is completed and Ms. Walsh and Mr. Murphy experience a qualifying termination of employment, the estimated amounts payable to Ms. Walsh and Mr.  Murphy under their employment agreements are $2,711,198 and $1,024,601, respectively.

Offer Letter

Northmark is a party to an offer letter with John Westwood, Chief Financial Officer of Northmark. Pursuant to the merger agreement, Cambridge has agreed to honor in accordance with its terms all benefits payable under the offer letter, which provides that if, following a change in control of Northmark, Mr. Westwood does not continue to serve as Northmark’s chief financial officer or the chief financial officer of the surviving entity, he will be entitled to receive a payment equal to nine months of his most recent aggregate compensation and benefits.

Assuming the merger is completed, the estimated amount payable to Mr. Westwood under his offer letter is $176,250.

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Appointment of Ms. Walsh to the Boards of Directors of Cambridge and Cambridge Trust Company

At the effective time of the merger, Cambridge will appoint Ms. Walsh to the boards of directors of Cambridge and Cambridge Trust Company. Ms. Walsh will serve on the Cambridge board of directors until the next annual meeting, at which time she will be nominated for a three-year term. Ms. Walsh will be entitled to receive compensation from Cambridge and Cambridge Trust Company for her service on the boards of directors in accordance with the fee schedule for services that is applicable from time to time for similar services by other members of Cambridge’s and Cambridge Trust Company’s boards of directors.

Indemnification and Insurance of Directors and Officers

Pursuant to the merger agreement, Cambridge has agreed that, for a period of six years after the effective date of the merger, it will indemnify, defend and hold harmless each present and former director and officer of Northmark against any reasonable costs, expenses or fees (including reasonable attorneys’ fees), judgments, amounts paid in settlement, fines, penalties, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and whether formal or informal, arising out of matters existing or occurring at or prior to the effective time of the merger, whether asserted or claimed prior to, at or after the effective time of the merger, arising in whole or part out of or pertaining to the fact that he or she was a director or officer of Northmark or is or was serving at the request of Northmark as a director, officer, employee or other agent of any other organization or in any capacity with respect to any employee benefit plan of Northmark, including without limitation matters related to the negotiation, execution and performance of the merger agreement or any of the related transactions, to the fullest extent which such person would have been entitled to indemnification under Northmark’s charter and Northmark’s bylaws prior to the effective date of the merger.

In addition, Cambridge has agreed to maintain a directors’ and officers’ liability insurance policy for six years after the effective time of the merger to cover the present officers and directors of Northmark with respect to claims against such directors and officers arising from facts or events that occurred before the effective time of the merger; provided that, Cambridge is not obligated to pay more than 250% of Northmark’s annual premiums for such coverage.

Boards of Directors of Cambridge and Cambridge Trust Company After the Merger

Pursuant to the merger agreement, at the effective time of the merger, Jane C. Walsh, President and Chief Executive Officer of Northmark, will be appointed as a member of Cambridge’s board of directors. Ms. Walsh will serve on the Cambridge board of directors until the next annual meeting, at which time she will each be nominated for a three-year term. Ms. Walsh will also be appointed to the board of directors of Cambridge Trust Company, effective immediately following the effective time of the merger.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general summary of material U.S. federal income tax consequences of the merger of Cambridge Trust Company and Northmark. The U.S. federal income tax laws are complex and the tax consequences of the merger may vary depending upon each shareholder’s individual circumstances or tax status. The following discussion is based on current provisions of the Code, existing temporary and final regulations under the Code and current administrative rulings and court decisions, all of which are subject to change, possibly on a retroactive basis. No attempt has been made to comment on all U.S. federal income tax consequences of the merger that may be relevant to Northmark shareholders. The tax discussion set forth below is included for general information only. It is not intended to be, nor should it be construed to be, legal or tax advice to a particular Northmark shareholder.

The following discussion may not apply to particular categories of holders of shares of Northmark common stock subject to special treatment under the Code, such as insurance companies, financial institutions, broker-dealers,

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tax-exempt organizations, individual retirement and other tax-deferred accounts, banks, persons subject to the alternative minimum tax, persons who hold Northmark capital stock as part of a straddle, hedging or conversion transaction, persons whose functional currency is other than the U.S. dollar, persons eligible for tax treaty benefits, foreign corporations, foreign partnerships and other foreign entities, individuals who are not citizens or residents of the United States and holders of stock options or holders whose shares were acquired pursuant to the exercise of an employee stock option or otherwise as compensation. This discussion assumes that holders of shares of Northmark common stock hold their shares as capital assets. The following discussion does not address state, local or foreign tax consequences of the merger. You are urged to consult your tax advisors to determine the specific tax consequences of the merger, including any state, local or foreign tax consequences of the merger.

U.S. Holders

As used herein, a “U.S. holder” is a beneficial owner of Northmark common stock who or that is, for U.S. federal income tax purposes:

• an individual citizen or resident of the United States;

• corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;

• an estate whose income is subject to U.S. federal income tax regardless of its source; or

• a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

Tax Consequences of the Merger Generally

Cambridge will receive an opinion from Hogan Lovells US LLP and Northmark will receive an opinion from Goodwin Procter LLP, each to be filed with the SEC and dated as of the same date as the registration statement of which this proxy statement/prospectus is a part, to the effect that the merger will qualify as a reorganization under Section 368(a) of the Code. The tax opinions to be received by Cambridge and Northmark will be based on certain representations, covenants and assumptions, as set forth in certificates provided to Hogan Lovells US LLP and Goodwin Procter LLP by appropriate officers of Cambridge and Northmark, all of which must continue to be true and accurate in all material respects as of the effective time of the merger. Neither Cambridge nor Northmark intends to waive this condition. If any of the representations, covenants or assumptions relied upon by tax counsel are inaccurate, tax counsel may not be able to provide the required closing date opinions or the tax consequences of the merger could differ from those described below. An opinion of counsel neither binds the Internal Revenue Service (the “IRS”) nor precludes the IRS or the courts from adopting a contrary position. Neither Cambridge nor Northmark intends to obtain a ruling from the IRS regarding the tax consequences of the merger.

Based on the opinions that the merger will qualify as a reorganization under Section 368(a) of the Code, it is the opinion of Hogan Lovells US LLP and Goodwin Procter LLP that the material U.S. federal income tax consequences of the merger are as follows:

• no gain or loss will be recognized by Cambridge or Northmark as a result of the merger;

• except with respect to cash received instead of a fractional share of Cambridge common stock, no gain or loss will be recognized by U.S. holders who exchange all of their Northmark common stock solely for Cambridge common stock pursuant to the merger. A U.S. holder of Northmark common stock who receives cash instead of a fractional share of Cambridge common stock will be treated as having received the fractional share pursuant to the merger and then as having exchanged the fractional share for cash in a redemption by Cambridge. As a result, such U.S. holder of Northmark common stock will

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generally recognize gain or loss equal to the difference between the amount of cash received and the basis in his or her fractional share interest;

• the aggregate tax basis in the Cambridge common stock received by a Northmark shareholder pursuant to the merger will equal that shareholder’s aggregate tax basis in the shares of Northmark common stock being exchanged, reduced by any amount allocable to a fractional share of Cambridge common stock for which cash is received;

• the holding period of Cambridge common stock received by a Northmark shareholder in the merger will include the holding period of the shares of Northmark common stock being exchanged; and

• a U.S. holder of Northmark common stock who receives the entirety of his or her consideration in the form of cash will generally recognize gain or loss equal to the difference between the amount of cash received and the basis in his or her Northmark common stock. The gain or loss recognized by the U.S. holders described in this paragraph will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, the U.S. holder’s holding period for the relevant shares is greater than one year. The deductibility of capital losses is subject to limitations.

For purposes of the above discussion of the bases and holding periods for shares of Northmark common stock and Cambridge common stock, Cambridge shareholders who acquired different blocks of Cambridge common stock at different times for different prices must calculate their basis, gains and losses, and holding periods separately for each identifiable block of such stock exchanged, converted, cancelled or received in the merger.

Backup Withholding

Payments of cash to a Northmark shareholder pursuant to the merger are subject to information reporting and may, under certain circumstances, be subject to backup withholding unless such shareholder provides Cambridge with its taxpayer identification number and otherwise complies with the backup withholding rules. Any amounts withheld from payments to a Northmark shareholder under the backup withholding rules are not an additional tax and generally will be allowed as a refund or credit against the Northmark shareholder’s federal income tax liability; provided that the Northmark shareholder timely furnishes the required information to the IRS.

Reporting Requirements

Northmark shareholders who receive Cambridge common stock as a result of the merger will be required to retain records pertaining to the merger, and Northmark shareholders who hold at least 5% of the outstanding Northmark common stock immediately before the merger will be required to file with their U.S. federal income tax return for the year in which the merger takes place a statement setting forth certain facts relating to the merger.

This summary does not address tax consequences that may vary with, or are contingent on, individual circumstances. Moreover, it does not address any non-income tax or any foreign, state or local tax consequences of the merger. Tax matters are very complicated, and the tax consequences of the merger to you will depend upon the facts of your particular situation. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular federal, state, local and foreign income and other tax consequences to you of the merger.

Regulatory Approvals Required for the Merger

General

Cambridge and Northmark have agreed to use all reasonable efforts to obtain all permits, consents, approvals and authorizations of all third parties and governmental authorities that are necessary to consummate the merger of Cambridge Trust Company and Northmark. This includes various notices, approvals, waivers or consents from state and federal governmental authorities, including the FDIC, the MA Commissioner and the Massachusetts

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Housing Partnership. Cambridge and Cambridge Trust Company have filed or will file all required applications, notices and waiver requests to obtain the regulatory approvals and waivers necessary to consummate the merger. Cambridge and Northmark cannot predict whether the required regulatory approvals will be obtained, when they will be received or whether such approvals will be subject to any conditions.

Massachusetts Commissioner of Banks

To consummate the merger, Cambridge will seek the approval of the MA Commissioner pursuant to Chapter 167I, Section 3 of the Massachusetts General Laws (“MGL”).

In deciding whether to approve the merger, the MA Commissioner must determine whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted. In making this determination, the MA Commissioner must consider, at a minimum, a showing of net new benefits, which includes initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within the continuing institution’s Community Reinvestment Act assessment area and such other matters as the MA Commissioner may deem necessary or advisable.

Cambridge is not aware of any reason why it will not receive the MA Commissioner’s approval for the merger.

Federal Deposit Insurance Corporation

To consummate the merger, Cambridge will seek the approval of the FDIC under Section 18(c) of the Federal Deposit Insurance Act, as amended, which is commonly known as the Bank Merger Act. The FDIC may not approve the merger if:

• such transaction would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States; or

• the effect of such transaction, in any section of the country, may be to substantially lessen competition, or tend to create a monopoly, or in any manner restrain trade, unless the FDIC finds that the anticompetitive effects of the merger are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the communities to be served.

In every case, the FDIC is required to consider the financial and managerial resources and future prospects of the institutions concerned, the convenience and needs of the communities to be served, and the effectiveness of each insured depository institution involved in the proposed merger in combating money-laundering activities. Consideration of financial resources generally focuses on capital adequacy of the institutions involved. In assessing the convenience and needs of the community to be served, the FDIC will consider such elements as the extent to which the proposed merger is likely to benefit the general public through higher lending limits, new or expanded services, reduced prices, increased convenience in utilizing the services and facilities of the resulting institution, or other means. The FDIC, as required by the Community Reinvestment Act of 1977, as amended, will also note and consider the record of performance of Cambridge Trust Company and Northmark in meeting the credit needs of the entire community, including low and moderate-income neighborhoods. An unsatisfactory record may form the basis for denial or conditional approval of an application. Applicable regulations require publication of notice of an application for approval of the merger.

Massachusetts Housing Partnership

Under Massachusetts law, the proposed transaction may not be completed until Cambridge has made “arrangements satisfactory” to the Massachusetts Housing Partnership Fund. Cambridge is working with the Massachusetts Housing Partnership Fund to make such arrangements and will request at the appropriate time that the Massachusetts Housing Partnership Fund send the MA Commissioner a letter confirming that such arrangements were made.

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Accounting Treatment of the Merger

The merger will be accounted for using the acquisition method of accounting with Cambridge treated as the acquirer. Under this method of accounting, Northmark’s assets and liabilities will be recorded by Cambridge at their respective fair values as of the closing date of the merger and added to those of Cambridge. Any excess of purchase price over the net fair values of Northmark’s assets and liabilities will be recorded as goodwill. Any excess of the fair value of Northmark’s net assets over the purchase price will be recognized in earnings by Cambridge on the closing date of the merger. Financial statements of Cambridge issued after the merger will reflect these values, but will not be restated retroactively to reflect the historical financial position or results of operations of Northmark prior to the merger. The results of operations of Northmark will be included in the results of operations of Cambridge beginning on the effective date of the merger.

Dissenters’ Rights

Pursuant to Chapter 167I, Section 3 of the MGL, the value of the stock of shareholders who have objected in accordance with Sections 13.21 and 13.23 of the Massachusetts Business Corporation Act (the “MBCA”) must be ascertained in the manner provided in Sections 13.01 and 13.03 through 13.31 of the MBCA. Under Section 13.02(a)(1) of the MBCA, shareholders generally are entitled to assert appraisal rights in the event of a merger and to receive payment in cash for the fair value of their shares of stock instead of the merger consideration. Northmark shareholders electing to exercise appraisal rights must comply with the provisions of Section 13 of the MBCA. Northmark has concluded that Northmark shareholders are entitled to appraisal rights. A copy of the applicable portions of the MBCA is attached to this proxy statement/prospectus as Annex C. Failure to follow those provisions exactly could result in a loss of appraisal rights, in which case dissenting shareholders will receive the merger consideration with respect to their shares.

To the extent that any shareholder seeks to assert appraisal rights but is determined by a court not to be entitled to such appraisal rights (or was entitled to exercise such appraisal rights but failed to take all necessary action to perfect them or effectively withdraws or loses them), such shareholder will be entitled to receive the merger consideration, without interest.

Under the MBCA, shareholders who perfect their rights to appraisal in accordance with Section 13 of the MBCA and do not thereafter withdraw their demands for appraisal or otherwise lose their appraisal rights, in each case in accordance with the MBCA, will be entitled to demand payment of the fair value of their shares of Northmark common stock, together with interest, each as determined under Section 13 of the MBCA. The fair value of the shares is the value of the shares immediately before the effective time of the merger, excluding any element of value arising from the expectation or accomplishment of the merger, unless exclusion would be inequitable. Shareholders should be aware that the fair value of their shares of Northmark common stock as determined by Section 13 of the MBCA could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares.

Shareholders who fail to timely and properly comply with the procedures specified will lose any appraisal rights they may have. Shareholders should note that a vote in favor of the merger agreement will result in the waiver of any right that they may otherwise have to demand payment for their shares under the appraisal rights provisions of the MBCA.

A shareholder who wishes to assert appraisal rights must deliver written notice of such shareholder’s intent to demand payment to Northmark’s principal offices at the following address: 89 Turnpike Street, North Andover, Massachusetts 01845, Attention: Jane C. Walsh. If Northmark does not receive a shareholder’s written notice of intent to demand payment prior to the vote at the special meeting of shareholders, or if such shareholder votes, or causes or permits to be voted, such shareholder’s shares of Northmark common stock in favor of approval of the merger agreement, such shareholder will not be entitled to any appraisal rights that such shareholder may have under the provisions of the MBCA and will instead only be entitled to receive the merger consideration. The submission of a proxy card voting “against” or “abstaining” on the merger agreement proposal will not constitute sufficient notice of a shareholder’s intent to demand appraisal rights to satisfy Section 13 of the MBCA.

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Only a holder of record of shares of Northmark common stock may exercise appraisal rights. Except as described below, a shareholder may assert appraisal rights only if such shareholder seeks such rights with respect to all of such shareholder’s shares. A record shareholder may assert appraisal rights as to fewer than all the shares registered in such record shareholder’s name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies Northmark in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder’s name will be determined as if the shares as to which the record shareholder objects and the record shareholder’s other shares were registered in the names of different record shareholders.

If the merger is completed, Section 13 of the MBCA requires Northmark to deliver a written appraisal notice to all shareholders who satisfied the requirements described above. The appraisal notice must be sent by Northmark no earlier than the date the merger becomes effective and no later than ten days after such date, and must include a copy of Section 13 of the MBCA and a certification form that specifies the date of the first announcement to Northmark shareholders of the principal terms of the merger and requires the shareholder asserting appraisal rights to certify (i) whether or not beneficial ownership of the shares for which appraisal rights are asserted was acquired before the announcement date and (ii) that the shareholder did not vote in favor of the merger agreement. Any such appraisal notice also must state:

• the date by which Northmark must receive the certification form, which may not be fewer than 40 nor more than 60 days after the date the appraisal notice and certification form are sent to the shareholders demanding appraisal (the “Form Due Date”), and that the shareholder waives the right to demand appraisal with respect to the shares unless Northmark receives the certification form by such date;

• where the certification form must be sent and where certificates for certificated shares must be deposited and the date by which the certificates must be deposited, which date may not be earlier than the Form Due Date;

• Northmark’s estimate of the fair value of the shares;

• that, if requested by the shareholder in writing, Northmark will provide, to the shareholder so requesting within ten days after the Form Due Date, the number of shareholders who return certification forms by the Form Due Date and the total number of shares owned by them; and

• the date by which the notice to withdraw a demand for appraisal must be received, which date must be within 20 days after the Form Due Date (the “Withdrawal Deadline”).

Once a shareholder deposits such shareholder’s certificates or, in the case of uncertificated shares, returns the executed certification form, the shareholder loses all rights as a shareholder unless the shareholder withdraws from the appraisal process by notifying Northmark in writing by the Withdrawal Deadline. A shareholder who does not withdraw from the appraisal process in this manner may not later withdraw without Northmark’s written consent. A shareholder who does not execute and return the form (and in the case of certificated shares, deposit such shareholder’s share certificates) by the Form Due Date will not be entitled to any payment available under Section 13 of the MBCA.

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Section 13 of the MBCA provides for certain differences in the rights of shareholders exercising appraisal rights depending on whether their shares are acquired before or after the announcement of a merger. Except with respect to shares acquired after the announcement date of May 23, 2022, Northmark must pay in cash to those shareholders who are entitled to appraisal rights and have complied with the procedural requirements of Section 13 of the MBCA the amount that Northmark estimates to be the fair value of their shares, plus interest. Interest accrues from the effective time of the merger until the date of payment at the average rate currently paid by Northmark on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. This payment must be made by Northmark within 30 days after the Form Due Date, and must be accompanied by:

• recent financial statements of Northmark, consisting of a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for such year, a statement of changes in shareholders’ equity for such year, and the latest available interim financial statements, if any;

• a statement of Northmark’s estimate of the fair value of the shares, which estimate must equal or exceed Northmark’s estimate given in the appraisal notice; and

• a statement that shareholders who complied with the procedural requirements have the right, if dissatisfied with such payment, to demand further payment as described below and that, if any shareholder does not do so within the time period specified below, such shareholder will be deemed to have accepted the payment in full satisfaction of Northmark’s obligations under the MBCA.

A shareholder who has been paid Northmark’s estimated fair value and is dissatisfied with the amount of the payment must notify Northmark in writing of such shareholder’s estimate of the fair value of the shares and demand payment of such estimate plus interest, less the payment already made. A shareholder who fails to notify Northmark in writing of such shareholder’s demand to be paid such shareholder’s stated estimate of the fair value plus interest within 30 days after receiving Northmark’s payment waives the right to demand further payment and will be entitled only to the payment made by Northmark based on Northmark’s estimate of the fair value of the shares.

Northmark may withhold payment from shareholders who are entitled to appraisal rights but did not certify that beneficial ownership of all of such shareholder’s shares for which appraisal rights are asserted was acquired before the announcement date. If Northmark elects to withhold payment, it must provide such shareholders notice of certain information within 30 days after the Form Due Date, including Northmark’s recent financial statements (as described above); Northmark’s estimate of fair value of the shares (as described above); a statement that such shareholders may accept Northmark’s estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal if such shareholders are dissatisfied with the amount of the payment; a statement that such shareholders who wish to accept the offer must so notify Northmark of their acceptance of Northmark’s offer within 30 days after receiving the offer; and a statement that such shareholders who do not satisfy the requirements for demanding appraisal if such shareholders are dissatisfied with the amount of the payment will be deemed to have accepted Northmark’s offer. Those shareholders who wish to accept the offer must notify Northmark of their acceptance within 30 days after receiving the offer. Within ten days after receiving a shareholder’s acceptance, Northmark must pay in cash the amount it offered to each shareholder who agreed to accept Northmark’s offer in full satisfaction of such shareholder’s demand. Within 40 days after sending the notice described above, Northmark must pay in cash the amount it offered to pay to each shareholder who does not satisfy the requirements for demanding appraisal if such shareholder is dissatisfied with the amount of the payment.

A shareholder offered payment who is dissatisfied with that offer must reject the offer and demand payment of such shareholder’s stated estimate of the fair value of such shareholder’s shares, plus interest. A shareholder who fails to notify Northmark in writing of such shareholder’s demand to be paid such shareholder’s stated estimate of the fair value plus interest within 30 days after receiving Northmark’s offer of payment waives the right to

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demand payment and will be entitled only to the payment offered by Northmark based on Northmark’s estimate of the fair value of the shares. Those shareholders who do not reject Northmark’s offer in a timely manner will be deemed to have accepted Northmark’s offer, and Northmark must pay to them in cash the amount it offered to pay within 40 days after sending the offer.

If a shareholder makes a demand for payment that remains unsettled, Northmark must commence an equitable proceeding in court within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If Northmark does not commence the proceeding within the 60-day period, it must pay in cash to each shareholder the amount such shareholder demanded, plus interest. Northmark must make all shareholders, whether or not residents of Massachusetts, whose demands remain unsettled parties to the proceeding as an action against their shares, and all parties must be served with a copy of the petition. Each such shareholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the shareholder’s shares, plus interest, exceeds the amount paid by Northmark to the shareholder for such shares or (ii) the fair value, plus interest, of the shareholder’s shares for which Northmark elected to withhold payment.

The court in an appraisal proceeding must determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court must assess the costs against Northmark, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent that the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by Section 13 of the MBCA.

The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

• against Northmark and in favor of any or all shareholders demanding appraisal if the court finds Northmark did not substantially comply with its requirements under Section 13 of the MBCA; or

• against either Northmark or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by Section 13 of the MBCA.

If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against Northmark, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited. To the extent that appraisal rights apply to the merger and Northmark fails to make a required payment pursuant to Section 13 of the MBCA, the shareholder may sue directly for the amount owed and, to the extent successful, will be entitled to recover from Northmark all costs and expenses of the suit, including counsel fees.

The foregoing discussion is not a complete statement of the law pertaining to appraisal rights under the MBCA and is qualified in its entirety by the full text of Section 13 of the MBCA, which is attached to this proxy statement/prospectus as Annex C. Shareholders should consult with their advisors, including legal counsel, in connection with any demand for appraisal.

Restrictions on Sales of Shares by Certain Affiliates

The shares of Cambridge common stock to be issued in the merger will be freely transferable under the Securities Act, except for shares issued to any shareholder who is an “affiliate” of Cambridge as defined by Rule 144 under the Securities Act. Affiliates consist of individuals or entities that control, are controlled by or are under common control with Cambridge, and include the executive officers and directors of Cambridge and may include significant shareholders of Cambridge.

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Stock Exchange Listing

Following the merger, the shares of Cambridge common stock will continue to trade on NASDAQ under the symbol “CATC.”

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THE MERGER AGREEMENT

This section of the proxy statement/prospectus describes the material terms of the merger agreement. The following summary is qualified in its entirety by reference to the complete text of the merger agreement, which is incorporated by reference into this proxy statement/prospectus and attached as Annex A to this proxy statement/prospectus. This summary may not contain all of the information about the merger agreement that may be important to you. You are urged to read the full text of the merger agreement. The merger agreement contains customary representations and warranties of Cambridge and Northmark made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the agreement between Cambridge and Northmark and are not intended to provide factual, business or financial information about Cambridge and Northmark. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders or different from what a shareholder might view as material, may have been used for purposes of allocating risk between Cambridge and Northmark rather than establishing matters as facts, may have been qualified by certain disclosures not reflected in the merger agreement that were made to the other party in connection with the negotiation of the merger agreement, and generally were solely for the benefit of the parties to that agreement.

Structure

Subject to the terms and conditions of the merger agreement, and in accordance with the MGL and the regulations promulgated thereunder, at the completion of the merger, Northmark will merge with and into Cambridge Trust Company. Cambridge Trust Company will be the surviving bank in the merger and will continue its existence under the laws of the Commonwealth of Massachusetts. Upon completion of the merger, the separate existence of Northmark will terminate.

The articles of organization of Cambridge Trust Company and Cambridge Trust Company’s amended and restated bylaws will remain as the articles of organization and bylaws, respectively, of Cambridge Trust Company. See “Comparison of Shareholder Rights” beginning on page 74.

The merger agreement provides that Cambridge may, at any time prior to the effective time, change the method of effecting the business combination of Cambridge Trust Company and Northmark. However, no such change may (i) alter or change the merger consideration, (ii) adversely affect the tax treatment of Cambridge or Northmark in connection with the merger, or (iii) be reasonably likely to materially impede or delay consummation of the transactions contemplated by the merger agreement.

Effective Time and Timing of Closing

The merger can be completed and become effective after the following steps are completed: (i) approval of the merger by the FDIC and the MA Commissioner, and satisfaction of the requirements of the Massachusetts Housing Partnership, (ii) approval of the merger by the shareholders of Northmark, and (iii) filing of all documents as may be required by applicable laws and regulations to consummate the merger, including articles of merger with the Secretary of the Commonwealth of Massachusetts. Subject to the satisfaction or waiver of all conditions to closing set forth in the merger agreement, the closing of the merger will occur as promptly as practicable after all of the conditions in the agreement have been satisfied, or if permissible, waived by the party entitled to the benefit of the same, or on such other date as Cambridge and Northmark may mutually agree upon.

Cambridge and Northmark anticipate that the merger will be completed in the fourth quarter of 2022. However, completion of the merger could be delayed if there is a delay in obtaining the required regulatory approvals or in satisfying any other conditions to the merger. There can be no assurances as to whether, or when, Cambridge and Northmark will obtain the required approvals or complete the merger.

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Boards of Directors of Cambridge and Cambridge Trust Company After the Merger

Effective immediately following the effective time of the merger, Cambridge will designate Jane C. Walsh, President and Chief Executive Officer of Northmark, to serve as a member of Cambridge’s board of directors. Ms. Walsh will serve on the Cambridge board of directors until the next annual meeting, at which time she will be nominated for a three-year term. Ms. Walsh will also be appointed to the board of directors of Cambridge Trust Company, effective immediately following the effective time of the merger.

Consideration to be Received in the Merger

Upon completion of the merger, each outstanding share of Northmark common stock will be converted into the right to receive 0.9950 shares of Cambridge common stock, plus cash in lieu of any fractional share.

No fractional shares of Cambridge common stock will be issued in connection with the merger. For each fractional share that would otherwise be issued, Cambridge will pay each shareholder cash (without interest) in an amount determined by multiplying the fractional share interest to which such shareholder would otherwise be entitled by the average of the closing sales price of one share of Cambridge common stock on NASDAQ for the five consecutive trading days ending on the third business day immediately prior to the closing date, rounded to the nearest whole cent.

Exchange of Northmark Stock Certificates for Cambridge Stock Certificates

On or before the closing date of the merger, Cambridge will cause to be delivered to the exchange agent certificates, or at Cambridge’s option, evidence of shares in book entry form, representing the shares of Cambridge common stock to be issued in the merger. In addition, Cambridge will deliver to the exchange agent an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of Cambridge common stock. Cambridge has selected American Stock Transfer & Trust Company, LLC to act as exchange agent in connection with the merger.

Promptly following the effective time of the merger, the exchange agent will mail to each Northmark shareholder of record at the effective time of the merger a letter of transmittal and instructions for use in surrendering the shareholder’s Northmark stock certificates. When such Northmark shareholders deliver their Northmark stock certificates to the exchange agent with a properly completed and duly executed letter of transmittal and any other required documents, their Northmark stock certificates will be cancelled and in exchange Northmark shareholders will receive:

• a Cambridge stock certificate, or at the election of Cambridge, a statement reflecting shares issued in book entry form, representing the number of whole shares of Cambridge common stock that they are entitled to receive under the merger agreement; and

• if applicable, a check representing the amount of cash that they are entitled to receive in lieu of any fractional shares.

Northmark shareholders are not entitled to receive any dividends or other distributions on Cambridge common stock with a record date after the closing date of the merger until they have surrendered their Northmark stock certificates in exchange for a Cambridge stock certificate pr book entry shares. After the surrender of their Northmark stock certificates, Northmark shareholders of record will be entitled to receive any dividend or other distribution, without interest, which had become payable with respect to their Cambridge common stock.

Representations and Warranties

The merger agreement contains representations and warranties made by and to Cambridge and Northmark. The statements embodied in those representations and warranties were made for purposes of the agreement between

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Cambridge and Northmark and are subject to important qualifications and limitations agreed to by Cambridge and Northmark in connection with negotiating the terms of the merger agreement. In addition, certain representations and warranties were made as of a specified date, may be subject to contractual standards of materiality different from what may be viewed as material to shareholders, or may have been used for the purpose of allocating risk between Cambridge and Northmark rather than establishing matters as fact. For the foregoing reasons, you should not rely on the representations and warranties as statements of factual information. Third parties are not entitled to the benefits of the representations and warranties in the merger agreement.

Each of Cambridge and Northmark has made representations and warranties to the other regarding, among other things:

• due organization, good standing and authority;

• deposit insurance;

• capitalization;

• subsidiaries;

• corporate power;

• corporate records;

• corporate authority;

• regulatory approvals and the absence of defaults;

• financial statements;

• financial controls and procedures;

• absence of certain changes or events;

• regulatory matters;

• legal proceedings;

• compliance with laws;

• brokers;

• tax matters;

• employee benefit plans; and

• anti-money laundering, community reinvestment and customer information security.

In addition, Northmark has made representations and warranties to Cambridge regarding, among other things:

• regulatory action;

• material contracts;

• labor matters;

• environmental matters;

• investment securities;

• derivative transactions;

• loans and nonperforming and classified assets;

• tangible properties and assets;

• insurance;

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• intellectual property;

• inapplicability of antitakeover laws; and

• transactions with affiliates.

In addition, Cambridge has made representations and warranties to Northmark regarding, among other things:

• SEC filings;

• sufficiency of funds; and

• stock issued in the merger.

The representations and warranties of each of Cambridge and Northmark will expire upon the effective time of the merger. The representations and warranties in the merger agreement are complicated and not easily summarized. You are urged to carefully read Articles III and IV of the merger agreement attached to this proxy statement/prospectus as Annex A.

Conduct of Business Pending the Merger

Conduct of Business of Northmark Pending the Merger

Under the merger agreement, Northmark has agreed that, until the effective time of the merger or the termination of the merger agreement, Northmark will not, except as expressly permitted by the merger agreement or with the prior written consent of Cambridge:

• conduct its business other than in the ordinary course consistent with past practice and prudent banking practice and in compliance in all material respects with all applicable laws and regulations;

• fail to use reasonable best efforts to preserve its business organization intact, maintain the services of current officers and employees of Northmark, and preserve the goodwill of Northmark’s customers and others with whom business relationships exist;

• issue, sell or otherwise permit to become outstanding, or authorize the creation or reservation of, any securities or equity equivalents or enter into any agreement with respect to the foregoing;

• permit any additional shares of capital stock to become subject to grants of employee or director stock options, warrants, rights, convertible securities and other arrangements or commitments which obligate Northmark to issue or dispose of any of its capital stock or other ownership interests;

• directly or indirectly redeem, retire, purchase or otherwise acquire any shares of its capital stock;

• make declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of Northmark stock;

• directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire any shares of its capital stock;

• enter into, amend or renew any employment, consulting, severance or similar agreement or arrangement with any director, officer or employee, or grant any salary or wage increase or increase any employee benefit or pay any incentive or bonus payments, except for (i) normal increases in compensation to non-executive employees in the ordinary course of business consistent with past practice not to exceed 10% with respect to any individual non-executive employee and all such increases in the aggregate not to exceed 5% of total compensation, and provided that any increases, either singularly or collectively, are consistent with its 2022 budget, (ii) cash contributions to its 401(k) plan in the ordinary course of business consistent with past practice, and (iii) payment of accrued bonuses at the closing of the merger consistent with past practice and prorated through the closing date;

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• hire any person as an employee or promote any employee, except (i) to satisfy existing contractual obligations, and (ii) persons hired to fill any vacancies at an annual salary of less than $150,000 and whose employment is terminable at will;

• enter into, establish, adopt, amend, modify or terminate any benefit and compensation plans, contracts, policies or arrangements covering current or former directors, officers or employees, except (i) as required by applicable law or the merger agreement, subject to prior written notice and consultation with Cambridge or (ii) to satisfy certain contractual obligations existing as of the date of the merger agreement;

• pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any other transaction with, its officers or directors or any of their immediate family members or any affiliates or associates of any of its officers or directors, other than (i) compensation in the ordinary course of business consistent with past practice, or (ii) certain loans permitted under the merger agreement;

• sell, transfer, mortgage, pledge, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties, except in the ordinary course of business consistent with past practice and in a transaction that, together with all other such transactions, is not material to Northmark and its subsidiaries taken as a whole;

• acquire all or any portion of the assets, business, deposits or properties of any other entity other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice;

• make any capital expenditures other than capital expenditures in the ordinary course of business consistent with past practice in amounts not exceeding $50,000 individually or $100,000 in the aggregate;

• amend Northmark’s charter or Northmark’s bylaws;

• implement or adopt any change in its accounting principles, practices or methods other than as may be required by applicable laws or regulations or by accounting principles generally accepted in the United States (“GAAP”);

• enter into, amend, modify or terminate any contract, lease or insurance policy that involves the payment of, or incurs fees, in excess of $50,000 per annum, except in the ordinary course of business consistent with past practice or as expressly permitted by the merger agreement;

• enter into any settlement or similar agreement with respect to any action, suit, proceeding, order or investigation to which Northmark or any of its subsidiaries is or becomes a party, which involves a payment that exceeds $50,000 and/or would impose a material restriction on its business;

• enter into any new material line of business;

• change its material lending, investment, underwriting, risk and asset liability management and other material banking and operating policies, except as required by applicable law, regulation or policies imposed by any regulatory authority;

• file any application or make any contract with respect to branching or site location or site relocation;

• enter into any derivatives transactions, except in the ordinary course of business consistent with past practice;

• incur any indebtedness for borrowed money or other liabilities (including brokered deposits and wholesale funding), federal funds purchased, borrowings from the Federal Home Loan Bank, and securities sold under agreements to repurchase, each with a duration exceeding 1 year, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, other than in the ordinary course of business consistent with past practice;

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• acquire (other than by way of foreclosures or acquisitions in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course of business consistent with past practice) (i) any debt security or equity investment of a type or in an amount that is not in accordance with Northmark’s investment policy, or (ii) any debt security other than U.S. government and U.S. government agency securities with final maturities not greater than five years or mortgage-backed or mortgage related securities which would not be considered “high risk” securities under applicable regulatory pronouncements, in each case purchased in the ordinary course of business consistent with past practice;

• restructure or materially change its investment securities portfolio, through purchases, sales or otherwise, or the manner in which such portfolio is classified under GAAP or reported for regulatory purposes;

• make, renegotiate, renew, increase, extend, modify or purchase any loan, other than in accordance with its existing loan policies and procedures, or to satisfy existing contractual obligations; provided, however, that prior notification to Cambridge Trust Company and Cambridge is required for (i) any new origination in excess of $2,000,000, or (ii) any loan not made in accordance with its existing loan policies;

• make any investment or commitment to invest in real estate or in any real estate development project other than by way of foreclosures or acquisitions in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, in each case in the ordinary course of business consistent with past practice;

• make or change any material tax election, file any amended tax return, enter into any material closing agreement, settle or compromise any material liability with respect to taxes, agree to any adjustment of any material tax attribute, file any material claim for a refund of taxes, or consent to any extension or waiver of the limitation period applicable to any material tax claim or assessment;

• commit any act or omission which constitutes a material breach or default under any agreement with any governmental authority or under any material contract, lease or other material agreement or material license to which it is a party or by which it is or its properties are bound;

• foreclose on or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or foreclose on any commercial real estate if such environmental assessment indicates the presence of a hazardous substance in amounts which would be material;

• cause or allow the loss of insurance coverage that would have a material adverse effect on Northmark, unless replaced with coverage which is substantially similar (in amount and insurer) to that in effect at the time of the merger agreement;

• discharge or satisfy any lien or pay any obligation or liability, whether absolute or contingent, due or to become due, except in the ordinary course of business consistent with normal banking practices;

• take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in the merger agreement being or becoming untrue in any material respect at any time at or prior to the effective time of the merger, (ii) any of the conditions to the merger set forth in the merger agreement not being satisfied, (iii) a material violation of any provision of the merger agreement, except, in each case, as required by applicable law or regulation or (iv) a material delay of the approval or completion of the merger; or

• enter into any contract with respect to, or otherwise agree or commit to do, any of these prohibited activities.

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Conduct of Business of Cambridge Pending the Merger

Under the merger agreement, Cambridge has agreed that, until the effective time of the merger or the termination of the merger agreement, Cambridge and Cambridge Trust Company will not, except as expressly permitted by the merger agreement or with the prior written consent of Northmark:

• take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in the merger agreement being or becoming untrue in any material respect at any time at or prior to the effective time, (ii) any of the conditions to the merger agreement not being satisfied or (iii) a material violation of any provision of the merger agreement except, in each case, as may be required by applicable law or regulation;

• change its record date for payment of its quarterly dividend from the record date established in the prior year’s quarter in a manner that is inconsistent with past practice;

• grant, issue, deliver or sell any additional shares of capital stock or rights; provided, however, that Cambridge may (i) grant equity awards pursuant to its employee benefit plans as required by any Cambridge employee benefit plan or in the ordinary course consistent with past practice, (ii) issue capital stock upon the vesting or exercise of any equity awards granted pursuant to a Cambridge employee benefits plan outstanding as of the date hereof in accordance with the terms and conditions thereof as in effect on the date hereof, including in connection with “net settling” any outstanding awards, and (iii) issue Cambridge capital stock in connection with the transactions contemplated hereby;

• other than in the ordinary course of business consistent with past practice or in connection with the transactions contemplated hereby, (i) make, declare, pay or set aside for payment any stock dividend on or in respect of, or declare or make any distribution on any shares of Cambridge common stock or (ii) directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire any shares of its capital stock; or

• enter into any contract with respect to, or otherwise agree or commit to do, any of these prohibited activities.

Northmark Special Meeting

Northmark has agreed to use its best efforts to call, hold and convene a meeting of its shareholders within 45 days after the initial mailing of this proxy statement/prospectus to its shareholders to consider and vote on the approval of the merger agreement and any other matters required to be approved by its shareholders in order to consummate the merger. Northmark has also agreed to ensure that its special meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the meeting are solicited, in compliance with applicable law, Northmark’s charter and Northmark’s bylaws.

Additionally, the board of directors of Northmark has agreed to recommend that its shareholders vote to approve the merger agreement.

No Solicitation

Northmark has agreed that neither it nor any of its respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants and other representative retained by Northmark (the “Northmark representatives”) will, directly or indirectly:

• initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an acquisition proposal;

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• participate in any discussions or negotiations regarding any acquisition proposal or furnish, or otherwise provide access to, any information or data with respect to Northmark or otherwise relating to an acquisition proposal; or

• release any person from, waive any provision of, or fail to enforce any confidentiality agreement or standstill agreement to which Northmark is a party.

Northmark must immediately cease any existing discussions or negotiations with any person (other than Cambridge) with respect to any of the foregoing, and as soon as practicable after the date of the merger agreement request all persons (other than Cambridge) who have been furnished confidential information regarding Northmark in connection with the solicitation of or discussions regarding an acquisition proposal within the 12 months prior to the date of the merger agreement to promptly return or destroy such information. Northmark will take all steps necessary to terminate any approval that may have been given under any such provisions authorizing any person to make an acquisition proposal.

Under the merger agreement, an “acquisition proposal” means any proposal or offer with respect to any of the following (other than the transactions contemplated thereunder):

• merger, consolidation, share exchange, business combination or other similar transactions;

• sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets and/or liabilities that constitute a substantial portion of the net revenues, net income or assets of Northmark in a single transaction or series of transactions;

• tender offer or exchange offer for 10% or more of the outstanding shares of capital stock or the filing of a registration statement under the Securities Act in connection therewith; or

• public announcement by any person of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

If Northmark receives a bona fide unsolicited written acquisition proposal prior to its special meeting that did not result from a breach by Northmark of any of the non-solicitation provisions in the merger agreement as discussed above, Northmark may participate in discussions or negotiations regarding the unsolicited acquisition proposal or furnish the third party with, or otherwise afford access to the third party of, any information or data with respect to Northmark or any of its subsidiaries or otherwise relating to the acquisition proposal if:

• the Northmark board of directors first determines in good faith, after consultation with its outside legal counsel, such action would be required in order for directors of Northmark to comply with their fiduciary duties under applicable law in response to an acquisition proposal that the Northmark board of directors believes in good faith, after consultation with its outside legal counsel and its independent financial advisor, is a superior proposal;

• Northmark has provided Cambridge with at least 24 hours’ notice of receipt of such acquisition proposal; and

• prior to furnishing or affording access to any information or data with respect to Northmark or any of its subsidiaries or otherwise relating to an acquisition proposal, the third party enters into a confidentiality agreement with Northmark containing terms no less favorable to Cambridge than those contained in its confidentiality agreement with Cambridge.

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Furthermore, if Northmark receives a bona fide unsolicited written acquisition proposal prior to its special meeting that did not result from a breach by Northmark of any of the non-solicitation provisions in the merger agreement as discussed above, the Northmark board of directors may withdraw, quality, amend or modify its recommendation that the Northmark shareholders approve the merger agreement four business days after providing Cambridge with notice of such acquisition proposal if:

• the Northmark board of directors first reasonably determines in good faith, after consultation with its outside legal counsel, such action would be required in order for directors of Northmark to comply with their fiduciary duties under applicable law;

• Northmark has provided Cambridge with at least 24 hours’ notice of receipt of such acquisition proposal;

• during the four business day period following notification by Northmark to Cambridge about such proposal, Northmark and its board of directors negotiate in good faith with Cambridge to make adjustments in the terms and conditions of the merger agreement so that such proposal no longer constitutes a superior proposal; and

• at the end of the four business day period, after taking into account the negotiations with Cambridge, the Northmark board of directors in good faith determines that the acquisition proposal constitutes a superior proposal.

A “superior proposal” means any bona fide written proposal made by a third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 25% of the combined voting power of the shares of Northmark common stock then outstanding or all or substantially all of the assets of Northmark and otherwise (i) on terms which the Northmark board of directors determines in good faith, after consultation with its financial advisor, to be more favorable from a financial point of view to the Northmark shareholders than the transactions contemplated with Cambridge, and (ii) that constitutes a transaction that, in the Northmark board of directors’ good faith judgment, is reasonably likely to be consummated on the terms set forth, taking into account all legal, financial, regulatory and other aspects of such proposal.

Northmark must deliver to Cambridge within 24 hours a new notice of each such superior proposal.

Employee Benefits

Following the closing date of the merger, Cambridge may, in its sole discretion, choose to maintain any or all of Northmark’s benefit plans, and Northmark must cooperate with Cambridge in order to effect any plan terminations to be made as of the effective time of the merger. For the 12-month period following the effective time of the merger (or the applicable continuing employee’s earlier termination of employment), Cambridge shall provide or cause to be provided to each Northmark employee who continues employment with Cambridge or Cambridge Trust Company (a “continuing employee”) (i) at least the same base salary or base rate of pay as provided to such continuing employee immediately prior to the effective time of the merger, (ii) target cash bonus opportunities as provided to similarly-situated employees of Cambridge or Cambridge Trust Company, and (iii) other benefits (other than severance or termination pay) substantially comparable in the aggregate to the benefits provided to similarly-situated employees of Cambridge or Cambridge Trust Company. Cambridge shall take all commercially reasonable actions so that continuing employees are entitled to participate in Cambridge benefit plans of general applicability to the same extent as similarly-situated Cambridge employees. Cambridge will cause each Cambridge benefit plan in which continuing employees are eligible to participate to take into account for purposes of eligibility and vesting under the Cambridge benefit plans, but not for purposes of benefit accrual under a defined benefit plan, the service of such employees with Northmark to the same extent as such service was credited for such purpose by Northmark. Such service, however, will not be recognized to the extent that such recognition would result in a duplication of benefits or retroactive application. Cambridge may amend,

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merge or terminate any Northmark benefit plan or Cambridge benefit plan in accordance with their terms at any time. However, Cambridge will continue to maintain the Northmark benefit plans (other than cash incentive, equity or equity-based incentive, retention, change in control, severance, defined benefit, retiree welfare, or similar plans, programs or agreements) for which there is a comparable Cambridge benefit plan until the continuing employees are permitted to participate in the Cambridge benefit plan, unless such Cambridge benefit plan has been frozen or terminated with respect to similarly-situated Cambridge employees.

If a continuing employee becomes eligible to participate in a medical, dental or health plan of Cambridge upon termination of such plan of Northmark, Cambridge will make all commercially reasonable efforts to cause such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered under the applicable medical, health or dental plan of Cambridge, (ii) honor under any such plans any deductible, co-payment and out-of-pocket expenses incurred by the continuing employees and their beneficiaries during the portion of the calendar year prior to such participation, and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such continuing employee on or after the effective time of the merger, in each case to the extent such employee satisfied any similar limitation or requirement under an analogous Northmark benefit plan prior to the effective time of the merger.

Any Northmark employee (excluding any employee who is party to an employment agreement, change-in-control agreement or any other agreement or arrangement which provides for severance payments) whose employment is terminated (other than for cause) at the request of Cambridge (but by and in the sole discretion of Northmark) prior to the effective time of the merger, or is terminated by Cambridge within 12 months following the effective date of the merger, shall be entitled to receive severance payments in an amount equal to two weeks of base pay for each full year of service (including all service with Northmark and Cambridge), with a minimum of four and a maximum of 52 weeks of base pay. See the section of this proxy statement/prospectus entitled “Proposal 1—The Merger—Interests of Northmark’s Directors and Executive Officers in the Merger” beginning on page 49 for a description of the aggregate amounts due to Ms. Walsh, Mr. Murphy and Mr. Westwood.

Cambridge and Northmark may provide a retention pool to be paid to certain Northmark employees designated by Cambridge in consultation with Northmark.

Indemnification and Insurance

Indemnification

Under the merger agreement, Cambridge has agreed that for a period of six years following the effective time of the merger, it will indemnify and hold harmless each present and former director and officer of Northmark against any reasonable costs, expenses or fees (including reasonable attorneys’ fees), judgments, amounts paid in settlement, fines, penalties, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, for matters existing or occurring at or prior to the effective time of the merger, arising in whole or in part out of or pertaining to the fact that he or she was a director or officer of Northmark or is or was serving at the request of Northmark as a director, officer, employee or other agent of any other organization or in any capacity with respect to any employee benefit plan of Northmark, to the fullest extent which such indemnified party would be entitled under Northmark’s charter and Northmark’s bylaws as in effect of the date of the merger agreement.

Directors’ and Officers’ Insurance

The merger agreement requires Cambridge to use its reasonable best efforts to cause the directors and officers of Northmark immediately prior to the effective time of the merger to be covered by Northmark’s directors’ and officers’ liability insurance policy for a six-year period following the effective time of the merger with respect to acts or omissions occurring prior to the effective time committed by such directors and officers in their capacities

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as such. Cambridge will not be required to expend in any one year more than 250% of the current annual amount expended by Northmark to maintain such insurance. If the current insurance policy requires Cambridge to expend more than this amount, Cambridge shall use reasonable best efforts to obtain as much comparable insurance as is available.

Voting Agreements

Each of the directors and certain executive officers of Northmark have entered into a voting agreement with Cambridge. In the voting agreement, the directors and executive officers agreed to vote, and granted Cambridge an irrevocable proxy and power of attorney to vote, all of his or her shares of Northmark common stock in favor of the consummation of the merger or any of the transactions contemplated by the merger agreement and against any other acquisition proposal.

Except under limited circumstances, the directors and executive officers of Northmark also agreed not to, directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any such shares. Each voting agreement terminates immediately upon the earlier of the adjournment of the meeting of shareholders of Northmark called and held pursuant to merger agreement, or the termination of the merger agreement in accordance with its terms.

As of the record date, the directors and executive officers of Northmark collectively held                shares of Northmark common stock, which represented approximately                % of the outstanding shares of Northmark common stock. The directors and executive officers were not paid any additional consideration in connection with the execution of the voting agreement.

Additional Agreements

Cambridge and Northmark have also agreed to use their reasonable best efforts in good faith to:

• take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate the merger and the transactions contemplated thereby as promptly as practicable; and

• enable consummation of the transactions contemplated under the merger agreement, including the fulfillment of conditions set forth in the merger agreement, and cooperate fully with the other parties to the merger agreement to such end.

The merger agreement also contains covenants relating to cooperation in the preparation of this proxy statement/prospectus and additional agreements relating to, among other things, access to information and notice of certain matters.

Conditions to Completion of the Merger

The obligations of Cambridge and Northmark to consummate the merger are subject to the fulfillment of the following conditions:

• Cambridge and Northmark will have obtained all regulatory approvals, and completed any requirements required by such regulatory approvals, required to consummate the transactions contemplated by the merger agreement and all related statutory waiting periods having expired or been terminated;

• the registration statement, of which this proxy statement/prospectus is a part, will have been declared effective and the absence of any stop order suspending that effectiveness;

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• the shares of Cambridge common stock issuable in connection with the merger being approved for listing on NASDAQ;

• the absence of any judgment, order, injunction or decree, or any statute, rule, regulation, order, injunction or decree enacted, entered, promulgated or enforced, preventing, prohibiting or making illegal the consummation of any of the transactions contemplated by the merger agreement;

• the employment agreement amendments will have been executed and delivered by Mr. Murphy and Ms. Walsh concurrently with Northmark’s execution and delivery of the merger agreement; and

• Cambridge will have received the written opinion of Hogan Lovells US LLP and Northmark having received the written opinion of Goodwin Procter LLP, in each case substantially to the effect that the merger will constitute a tax free reorganization described in Section 368(a) of the Code.

In addition, the obligations of Cambridge to consummate the merger are subject to the fulfillment or written waiver, where permissible, of the following additional conditions:

• each of the representations and warranties of Northmark set forth in the merger agreement will be true and correct as of the date of the merger agreement and as of the closing date of the merger, unless the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, or would not reasonably be likely to have, a material adverse effect on Northmark;

• Northmark will have performed in all material respects all obligations required to be performed by it under the merger agreement at or prior to the closing date of the merger;

• no regulatory approval will contain any condition, restriction or requirement that the Cambridge board of directors reasonably determines in good faith would, individually or in the aggregate, materially reduce the benefits of the merger to such a degree that Cambridge would not have entered into the merger agreement had such condition, restriction or requirement been known on the date of the merger agreement;

• the voting agreements will have been executed and delivered concurrently with Northmark’s execution and delivery of the merger agreement;

• the merger agreement will have been duly approved by the requisite vote of Northmark shareholders;

• Northmark will have furnished certificates of its officers and such other documents to evidence fulfillment of certain conditions set forth in the merger agreement as Cambridge may reasonably request.

The obligations of Northmark to consummate the merger are subject to the fulfillment or written waiver, where permissible, of the following additional conditions:

• each of the representations and warranties of Cambridge set forth in the merger agreement will be true and correct as of the date of the merger agreement and as of the closing date of the merger, unless the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, or would not reasonably be likely to have, a material adverse effect on Cambridge;

• Cambridge will have performed in all material respects all obligations required to be performed by it under the merger agreement at or prior to the closing date of the merger; and

• Cambridge will have furnished certificates of its officers and such other documents to evidence fulfillment of certain conditions set forth in the merger agreement as Northmark may reasonably request.

“Material adverse effect” when used with respect to Cambridge or Northmark means any effect that is material and adverse to its financial condition, results of operations or business or that would materially impair its ability to perform its obligations under the merger agreement or otherwise materially threaten or materially impede its

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ability to consummate the transactions contemplated by the merger agreement. However, material adverse effect does not include the impact of:

• changes in GAAP or applicable regulatory accounting requirements, except to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its subsidiaries, taken as a whole, as compared to other companies in the financial services industry;

• changes in laws, rules or regulations of general applicability to financial institutions and/or their holding companies, or interpretations thereof by courts or any bank regulator or governmental authorities, except to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its subsidiaries, taken as a whole, as compared to other companies in the financial services industry;

• changes in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its subsidiaries, except to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its subsidiaries, taken as a whole, as compared to other companies in the financial services industry;

• public disclosure of the execution of the merger agreement, public disclosure or consummation of the transactions contemplated under the merger agreement (including any effect on a party’s relationships with its customers or employees) or actions expressly required by the merger agreement or actions or omissions that are taken with the prior written consent of the other party in contemplation of the transactions contemplated under the merger agreement;

• a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections or internal financial forecasts (it being understood that the underlying cause of such decline or failure may be taken into account in determining whether a material adverse effect has occurred);

• the expenses incurred by either party in negotiating, documenting, effecting and consummating the transactions contemplated by the merger agreement; and

• any failure by the parties to meet any internal projections or forecasts or estimates of revenues or earnings for any period.

Termination

The merger agreement may be terminated and the merger and the transactions contemplated by the merger agreement abandoned as follows:

• by mutual consent of the parties;

• by Cambridge or Northmark if any regulatory approval required for consummation of the merger and the other transactions contemplated by the merger agreement has been denied by final, nonappealable action of any governmental authority, or an application for regulatory approval has been permanently withdrawn at the request of a governmental authority;

• by Cambridge or Northmark if the approval of the shareholders of Northmark is not obtained at a duly held special meeting or at any adjournment or postponement thereof (provided that if Northmark is the terminating party it shall not be in material breach of any of its obligations under the shareholder approval provisions in the merger agreement);

• by Cambridge or Northmark if the other party materially breaches any of its representations, warranties, covenants or other agreements set forth in the merger agreement (provided that the

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terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement), which breach is not cured within 30 days of written notice of the breach, or by its nature cannot be cured prior to the closing of the merger, and such breach would entitle the non-breaching party not to consummate the merger;

• by Cambridge or Northmark if the merger is not consummated by March 31, 2023, unless the failure to consummate the merger by such date is due to a material breach of the merger agreement by the terminating party;

• by Cambridge if:

• Northmark materially breaches the non-solicitation provisions in the merger agreement;

• the Northmark board of directors fails to recommend approval of the merger agreement by the Northmark shareholders, or withdraws, modifies or changes such recommendation in a manner adverse to Cambridge’s interests;

• the Northmark board of directors recommends or proposes, or publicly announces its intention to recommend or propose, to engage in an acquisition transaction with any person other than Cambridge or any of its subsidiaries; or

• Northmark fails to call, give notice of, convene and hold its special meeting;

Under the merger agreement, an “acquisition transaction” means (other than the transactions contemplated between Cambridge and Northmark) (i) a merger, consolidation, share exchange, business combination or any similar transaction, (ii) a sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets and/or liabilities that constitute a substantial portion of the net revenues, net income or assets in a single transaction or series of transactions, (iii) a tender offer or exchange offer for 10% or more of the outstanding shares of the capital stock or the filing of a registration statement under the Securities Act in connection therewith, or (iv) an agreement or commitment to take any of the foregoing actions.

• by Northmark if:

• the volume-weighted average closing price per share of Cambridge common stock as reported on NASDAQ for the ten consecutive trading days ending on the tenth day prior to the closing date of the merger (the “average closing price”) is less than the product of (x) the closing price of a share of Cambridge common stock on NASDAQ (as reported by Bloomberg or, if not reported thereby, any other authoritative source) on the last trading day immediately preceding the date of the first public announcement of entry into the merger agreement (the “starting price”), multiplied by (y) 0.80; and

• the quotient obtained by dividing average closing price by the starting price is less than (x) the difference obtained by subtracting 0.20 from (y) the quotient obtained by dividing (1) the closing index value of the NASDAQ Bank Index on the tenth day prior to the closing date of the merger divided by (2) the closing index value of the NASDAQ Bank Index on the trading day immediately preceding the date of the first public announcement of entry into the merger agreement.

The closing price of Cambridge common stock on May 20, 2022, the last trading day preceding the first public announcement of the merger, was $79.94 per share. In order for the termination right described immediately above to be triggered, the average closing price of Cambridge common stock over the measurement period will need to be less than $63.95 per share and Cambridge common stock will need to have underperformed the NASDAQ Bank Index over the measurement period by at least 20%. If Northmark exercises this termination right, Cambridge will have the option to increase the merger consideration by adjusting the exchange ratio or making cash payments to Northmark shareholders such that the implied value of the merger consideration would be equivalent to the minimum implied value that would have avoided triggering the termination right described above. If Cambridge elects to increase the merger consideration pursuant to the preceding sentence, no termination will occur.

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Termination Fee

Under the terms of the merger agreement, Northmark must pay Cambridge a termination fee of $2,200,000 if:

• Cambridge terminates the merger agreement as a result of:

• Northmark materially breaching the non-solicitation provisions in the merger agreement;

• the Northmark board of directors failing to recommend approval of the merger agreement by the Northmark shareholders, or withdrawing, modifying or changing such recommendation in a manner adverse to Cambridge’s interests;

• the Northmark board of directors recommending or proposing, or publicly announcing its intention to recommend or propose, to engage in an acquisition transaction with any person other than Cambridge or any of its subsidiaries; or

• Northmark failing to call, give notice of, convene and hold its special meeting; or

• Northmark enters into a definitive agreement relating to an acquisition proposal or consummates an acquisition proposal within 12 months following the termination of the merger agreement by Cambridge as a result of a willful breach by Northmark after an acquisition proposal has been publicly announced or otherwise made known to Northmark.

Waiver and Amendment

Prior to the effective time of the merger, any provision of the merger agreement may be waived by the party benefited by the provision, or amended or modified by a written agreement between Cambridge, Cambridge Trust Company and Northmark. However, after the Northmark special meeting, no amendment will be made which by law requires further approval by the shareholders of Northmark without obtaining such approval.

Expenses

Each party will pay all expenses it incurs in connection with the merger agreement and the related transactions, including fees and expenses of its own financial consultants, accountants and counsel and any SEC filing and registrations fees, except that Cambridge and Northmark will share equally any printing expenses.

Specific Performance

Cambridge and Northmark have agreed that they are each entitled to an injunction or other equitable relief to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

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COMPARISON OF SHAREHOLDER RIGHTS

The rights of Northmark shareholders who receive shares of Cambridge common stock as a result of the merger will be governed by Cambridge’s charter and Cambridge’s bylaws and by the MBCA. The rights of Northmark shareholders currently are governed by Northmark’s charter and Northmark’s bylaws and the applicable provisions of the MGL. The following discussion summarizes certain material differences between the rights of Cambridge shareholders and Northmark shareholders.

This discussion does not purport to be a complete statement of the rights of shareholders of Cambridge or the rights shareholders of Northmark shareholders, and is qualified in its entirety by reference to the governing corporate documents of Cambridge and Northmark and applicable Massachusetts law. See “Where You Can Find More Information” beginning on page 83.

	Cambridge	Northmark
Authorized Capital Stock	Cambridge’s charter authorizes it to issue up to 10,000,000 shares of capital stock, par value $1.00 per share.	Northmark’s charter authorizes it to issue up to of 1,250,000 shares of Class A common stock, par value $1.00 per share, 2,000,000 shares of common stock, par value $1.00 per share, and 500,000 shares of preferred stock, par value $1.00 per share.
Directors	Cambridge’s bylaws provide for not less than three directors and not more than 25 directors.	Northmark’s bylaws provide for not less than seven directors and not more than 25 directors.
Director Classes	Cambridge’s bylaws provide that directors are divided into three classes, as nearly identical in number as the then total number of directors constituting the entire board of directors permits, and are elected for three year staggered terms.	Northmark’s charter and Northmark’s bylaws provide that directors are divided into three classes, with such classes to be as nearly equal in size as possible, and are elected for three-year staggered terms.
Removal of Directors	Cambridge’s bylaws provide that a director may be removed only for cause by the affirmative vote of at least 80% of the shares of capital stock entitled to vote at any special meeting called for the purpose of considering such removal.	Northmark’s charter provides that a director may be removed, with or without cause, by an affirmative vote of the holders of not less than two-thirds of the outstanding shares of capital stock of Northmark or another corporation entitled to vote in the election of directors, taking such action at an annual meeting or special meeting of Northmark shareholders. Alternatively, a director may be removed, with or without cause, by an affirmative vote of not less than two-thirds of the directors then in office; provided, however, that such vote requires the affirmative vote of a majority of Northmark’s “Continuing Directors” if there is a “Related Person” at the time of such vote.

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	Cambridge	Northmark
		As defined in Northmark’s charter, a “Related Person” is a person or entity that beneficially owns, in the aggregate, 10% or more of the outstanding shares of any class of equity securities of Northmark or a subsidiary of Northmark, and any affiliate or associate of such person or entity (provided, however, that Daniel J. Murphy III, Jane C. Walsh, and any of their heirs, heirs at law, legatees, personal representatives, or entities controlled by either or both of them are not related persons). As defined in Northmark’s charter, a “Continuing Director” is a director who is not a Related Person, who is unaffiliated with and not a representative of a Related Person, and who was a member of Northmark’s board of directors immediately prior to the time that the Related Person involved in a business combination became a Related Person, and any successor of a Continuing Director who is not a Related Person, who is unaffiliated with and not a representative of a Related Person and who is recommended or elected to succeed a Continuing Director by a majority of the Continuing Directors then on the board of directors.
Filling Board Vacancies	Cambridge’s bylaws provide that any vacancy newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy created by the death, resignation or removal of another director shall serve for a term coinciding with the remaining term of his or her predecessor. Any director elected to fill a vacancy created by an increase in the number of directors shall serve until the next meeting of stockholders at which directors are elected.	Northmark’s charter provides that any vacancy can be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or the sole remaining director; provided, however, that such vote requires the affirmative vote of a majority of Northmark’s Continuing Directors if there is a Related Person at the time of such vote. Northmark’s bylaws provide that any directorship filled by reason of an increase in the number of directors can be filled for a term of office continuing only until the next election of directors by the shareholders.

75

	Cambridge	Northmark
Nomination of Director Candidates by Shareholders	Cambridge’s bylaws provide that any shareholder of record may nominate a candidate for director if the shareholder provides notice to the corporate Secretary of Cambridge at least 50 days, but not more than 70 days, prior to the annual meeting with the following information: (i) the name and address of such stockholder and of each person to be nominated, (ii) the class and number of shares of capital stock of the corporation beneficially owned by such stockholder and by each person to be nominated, (iii) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate such person(s), (iv) a description of all arrangements between such stockholder and each person to be nominated pursuant to which the nomination or nominations are to be made by such stockholder, (v) such other information regarding each nominee proposed in the notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, and (vi) the consent of each nominee to serve as a director of the corporation if elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in accordance with the foregoing procedure.	Northmark’s bylaws provide that any shareholder entitled to vote at the annual meeting of the shareholders may nominate a director. Shareholder nominations must be made in writing to the Clerk of Northmark not less than 60 days nor more than 150 days prior to the date of the scheduled annual meeting, regardless of postponements, deferrals, or adjournments of such meeting to a later date; provided, however, that, if less than 70 days’ notice or prior public disclosure of the date of the scheduled annual meeting is given or made, such written notice must be delivered or received not later than the close of business on the tenth day following the earlier of the day on which such notice of the date of the scheduled annual meeting was mailed or the day on which such public disclosure was made. The notice must set forth (i) as to each person whom the shareholder proposes to nominate for election or re-election as a director and as to the shareholder giving the notice (a) the name, age, business address, and residence address of such person, (b) the principal occupation or employment of such person, and (c) the class and number of shares of Northmark capital stock which are beneficially owned by such person on the date of such shareholder notice, and (ii) as to the shareholder giving the notice (a) the name and address, as they appear on Northmark’s books, of such shareholder and any other shareholders known by such shareholder to be supporting such nominee and (b) the class and number of shares of Northmark capital stock which are beneficially owned by such shareholder on the date of such shareholder notice and by any other shareholders known by such shareholder to be supporting such nominee on the date of such shareholder notice.

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	Cambridge	Northmark
Voting Rights	The MBCA provides that unless otherwise required by law, the affirmative vote of a majority of the votes cast on a matter is required to approve the matter. Chapter 167I of the MGL provides that approval of a plan of merger must be approved by a vote of at least two-thirds of the board of directors and by a vote of at least two-thirds of the voting body of Cambridge.	Northmark’s bylaws provide that the holders of a majority of shares present or represented and voting on a matter is required to approve the matter unless a greater standard is required by law. Chapter 167I of the MGL provides that approval of a plan of merger must be approved by a vote of at least two-thirds of the board of directors and by a vote of at least two-thirds of the voting body of Northmark.
Exculpation of Directors and Officers	The MBCA provides that directors and officers shall not be personally liable except in cases where the director or officer does not discharge his or her duty: (i) in good faith; (ii) with the reasonable care of a person in a like position under similar circumstances; or (iii) in a manner that the director or officer believes to be in the best interests of the corporation.	Northmark’s charter, Northmark’s bylaws, and the provisions of the MGL applicable to trust companies are silent as to the exculpation of the directors and officers. The MBCA provides that directors and officers shall not be personally liable except in cases where the director or officer does not discharge his or her duty: (i) in good faith; (ii) with the reasonable care of a person in a like position under similar circumstances; or (iii) in a manner that the director or officer believes to be in the best interests of the corporation.
Indemnification	Cambridge’s bylaws provide broad indemnification for current and former directors, officers, employees, and agents in civil, criminal administrative and investigative suits, except (i) with respect to a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the corporation, or the proceeding seeks a declaratory judgment regarding his or her own conduct or (ii) with respect to a compromise payment made to dispose of a matter, pursuant to a consent decree or otherwise, unless the payment and indemnification thereof have been approved by the corporation, or a court of competent jurisdiction. No indemnification will be provided if the director or officer’s (i) did not act in good faith, in the reasonable belief that his or her action was in, or at least not opposed to, the	Northmark’s bylaws provide for the indemnification of current and former directors, officers, employees and agents of Northmark and current and former directors, officers, employees, agents, and trustees of another organization in which Northmark directly or indirectly has any interest, as a shareholder, creditor, or otherwise, from all liabilities and expenses imposed upon or incurred by any such person in connection with, or arising out of, the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which such person may be a defendant or with which such person may be threatened or otherwise involved, directly or indirectly, by reason of such person’s being or having been such a director, officer, employee, agent, or trustee. Notwithstanding the foregoing,

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	Cambridge	Northmark
	best interests of Cambridge, and (ii) in a criminal proceeding, had a reasonable believe that such acts or omissions were unlawful.	Northmark will not provide indemnification with respect to any matter as to which any such director, officer, employee, agent, or trustee is adjudicated in such action, suit, or proceeding not to have acted in good faith in the reasonable belief that such person’s action was in the best interests of Northmark.
Dissenters’ Rights	The MBCA provides that dissenters’ right of appraisal are only available in connection with (i) mergers if shareholder approval is required or if the corporation is a subsidiary that is merged with its parent, unless shareholders are receiving cash or marketable securities as consideration; (ii) share exchanges to which the corporation is a party as the corporation whose shares will be acquired and the shares being received are not marketable securities; (iii) sales of substantially all of the assets (other than sales that are in the usual and regular course of business and certain liquidations and court-ordered sales); (iv) certain amendments to the articles of organization that materially and adversely affect rights in respect of a dissenter’s shares; and (v) certain corporate conversions.	Northmark’s charter, Northmark’s bylaws, and the provisions of the MGL applicable to trust companies are silent as to dissenters’ rights. The MBCA provides that dissenters’ right of appraisal are only available in connection with (i) mergers if shareholder approval is required or if the corporation is a subsidiary that is merged with its parent, unless shareholders are receiving cash or marketable securities as consideration; (ii) share exchanges to which the corporation is a party as the corporation whose shares will be acquired and the shares being received are not marketable securities; (iii) sales of substantially all of the assets (other than sales that are in the usual and regular course of business and certain liquidations and court-ordered sales); (iv) certain amendments to the articles of organization that materially and adversely affect rights in respect of a dissenter’s shares; and (v) certain corporate conversions.
Notice of Shareholder Meetings	Cambridge’s bylaws provide that shareholders will be given written notice stating the place, date, and hour of a shareholder meeting and stating the purpose of the meeting not less than seven days nor more than 60 days before the date of the meeting.	Northmark’s bylaws provide that written notice of a meeting of shareholders must be delivered not fewer than seven days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at such meeting. Such notice must specify the place, day, and hour of the meeting and the purpose or purposes for which the meeting is called.
Calling a Special Meeting of Shareholders	Cambridge’s bylaws provide that a special meeting of shareholders can be called for any purpose by: (i) the CEO;	Northmark’s charter and Northmark’s bylaws provide that a special meeting of shareholders can be called at any

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	Cambridge	Northmark
	(ii) the board of directors; or (iii) by the Secretary in response to a written request from a stockholder who holds at least one-tenth part in interest of the capital stock entitled to vote thereat. If a special meeting is called by the shareholders, the meeting shall be held no fewer than 60 nor more than 90 days after such application, with no fewer than 20 days’ notice.	time only by (i) the Chairman of Northmark’s board of directors, if one is elected, (ii) the President, or (iii) by the affirmative vote of a majority of the directors then in office; provided, however, that the affirmative vote of a majority of Northmark’s Continuing Directors then in office is required if there is a Related Person at the time of such call. Northmark’s bylaws do not distinguish between annual and special meetings of the shareholders for notice purposes.
Record Date	Cambridge’s bylaws provide that the board of directors may fix in advance a time, which shall not be more than 70 days before the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date.	Northmark’s bylaws provide that the board of directors may fix the record date not more than 60 days preceding the date of any meeting of the shareholders or the date for the payment of any dividend or the making of any distribution to the shareholders or the last day on which the consent or dissent of the shareholders may be effectively expressed for any purposes, as the record date.
Dividends	The MBCA provides that a corporation may not make a distribution if, after giving effect thereto, either: (i) it would be unable to pay its debts as they become due in the usual course of its business; or (ii) its total assets would be less than its total liabilities.	Under the MGL, Northmark’s board of directors may declare cash dividends annually, semi-annually or quarterly, but not more frequently, and noncash dividends at any time. No dividends may be declared, credited or paid so long as there is any impairment of Northmark capital stock. The approval of the MA Commissioner is required if the total of all dividends declared by Northmark in any calendar year exceeds the total of its net profits for that year combined with its retained net profits of the preceding two years. For the purposes of the above paragraph, “net profits” means the remainder of all earnings from current operations of Northmark plus actual recoveries on loans and investments and other assets after deducting all current operating expenses, actual losses, accrued dividends on preferred stock, if any, and all federal and state taxes.

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	Cambridge	Northmark
		Under federal law, Northmark is prohibited from paying any dividends if after making such payment it would fail to meet any of its minimum regulatory capital requirements.
Shareholder Action Without a Meeting	Cambridge’s bylaws provide that any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting if all the shareholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of shareholders.	Northmark’s charter, Northmark’s bylaws, and the provisions of the MGL applicable to trust companies are silent as to shareholder action without a meeting. The MBCA provides that any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting if the action is taken either: (i) by all shareholders entitled to vote on the action; or (ii) to the extent permitted by the articles of organization, by shareholders having not less than the minimum number of votes necessary to take the action at a meeting at which all shareholders entitled to vote on the action are present and voting.
Stock Ownership Requirement for Directors	Massachusetts law does not provide a stock ownership requirement for directors of Massachusetts corporations. A director of a Massachusetts trust company, such as Cambridge Trust Company, is required to hold stock of the trust company or its holding company (in this case, Cambridge) having a fair market value of at least $1,000.	Chapter 172 of the MGL provides that a director of a Massachusetts trust company is required to hold stock of the trust company or its holding company having a fair market value of at least $1,000.

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LEGAL MATTERS

The validity of the shares of Cambridge common stock to be issued in the merger will be passed upon for Cambridge by Hogan Lovells US LLP. Hogan Lovells US LLP and Goodwin Procter LLP will deliver opinions to Cambridge and Northmark, respectively, as to certain federal income tax consequences of the merger. See “Proposal 1—The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 50.

EXPERTS

The consolidated financial statements of Cambridge Bancorp as of December 31, 2021 and 2020, and for each of the two years then ended, incorporated in this proxy statement/prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 have been so incorporated in reliance on the report of Wolf & Company, P.C., an independent registered public accounting firm, incorporated herein by reference, and upon the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Cambridge Bancorp as of December 31, 2019, and for the year then ended, incorporated in this proxy statement/prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 have been so incorporated in reliance on the report of KPMG LLP, an independent registered public accounting firm, incorporated herein by reference, and upon the authority of said firm as experts in auditing and accounting.

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FUTURE SHAREHOLDER PROPOSALS

If the merger is completed, Northmark shareholders will become shareholders of Cambridge.

Any shareholder proposal pursuant to Rule 14a-8 of the Exchange Act intended for inclusion in Cambridge’s proxy statement for the 2023 annual meeting of shareholders must be received by Cambridge by November 18, 2022. Each proposal must comply with the requirements as to form and substance established by the SEC for such a proposal to be included in the proxy statement and form of proxy. SEC rules set forth standards as to what shareholder proposals corporations must include in a proxy statement for an annual meeting. Nothing in this section shall be deemed to require Cambridge to include in its proxy statement and proxy card for the 2023 annual meeting any shareholder proposal which does not meet the requirements of the SEC in effect at the time. Any such proposal will be subject to Rule 14a-8 under the Exchange Act.

Shareholder proposals to be acted upon at Cambridge’s 2023 annual meeting of shareholders (but not for inclusion in the proxy statement) will only be considered if they (i) are received by the Cambridge’s Corporate Secretary at 1336 Massachusetts Avenue, Cambridge, Massachusetts 02138 within the time period described below and (ii) concern a matter that may properly be considered and acted upon at the annual meeting in accordance with law and the rules of the SEC, including Rule 14a-8 under the Exchange Act. In addition, under Cambridge’s bylaws, if a shareholder wishes to nominate a director or bring other business before Cambridge’s 2023 annual meeting of shareholders, the following criteria must be met: (i) the shareholder must be a shareholder of record; (ii) the shareholder must have given timely notice in writing to Cambridge’s Corporate Secretary; and (iii) the shareholder’s notice must contain specific information required in Article II, Section 8, and Article III, Section 2, of Cambridge’s bylaws. To be timely, a shareholder’s notice to the Cambridge’s Corporate Secretary must be delivered to or mailed and received at Cambridge’s principal executive offices not fewer than 50 nor more than 70 days prior to the scheduled date of the meeting (anticipated to be held in May of 2023). However, if less than 60 days’ prior public disclosure of the date of the annual meeting is made, notice by the shareholder must be received no later than the earlier of the tenth day following the day such public disclosure was made or the day before the meeting. A copy of Cambridge’s bylaws is available on Cambridge’s website.

Cambridge shareholders should submit any shareholder proposals, notices of business or director nominations, in writing, to Corporate Secretary, c/o Elaine Virzi, Cambridge Trust Company, 1336 Massachusetts Avenue, Cambridge, Massachusetts 02138.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.

This year, a number of brokers with account holders who are shareholders of Cambridge will be “householding” the proxy materials. A single proxy statement/prospectus will be delivered to multiple shareholders sharing an address, unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, please notify your broker.

Shareholders who currently receive multiple copies of the proxy statement at their addresses and would like to request “householding” of their communications should contact their brokers.

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WHERE YOU CAN FIND MORE INFORMATION

Cambridge files annual, quarterly and current reports, proxy statements and other information with the SEC. SEC filings are available to the public at the SEC’s website at www.sec.gov.

Cambridge has filed a registration statement on Form S-4 to register with the SEC the shares of Cambridge common stock that Northmark shareholders will receive in the merger. This proxy statement/prospectus is part of Cambridge’s registration statement on Form S-4, and is a prospectus of Cambridge and a proxy statement of Northmark for its special meeting.

The SEC permits Cambridge to “incorporate by reference” information into this proxy statement/prospectus. This means that Cambridge can disclose important information to you by referring to another document filed separately with the SEC. The information incorporated by reference is considered a part of this proxy statement/prospectus, except for any information superseded by information contained directly in this proxy statement/prospectus or by information contained in documents filed with or furnished to the SEC after the date of this proxy statement/prospectus that is incorporated by reference into this proxy statement/prospectus.

This proxy statement/prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC. These documents contain important information about Cambridge and Northmark and their financial conditions.

Cambridge SEC Filings (SEC File Number 001-12569)	Period or Date Filed
Annual Report on Form 10-K	Year ended December 31, 2021, filed March 14, 2022
Proxy Statement on Schedule 14A	Filed March 16, 2022 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2021)
Quarterly Report on Form 10-Q	Quarter ended March 31, 2022, filed May 5, 2022
Current Reports on Form 8-K	Filed February  9, 2022, March  15, 2022, March  17, 2022, May  17, 2022, and May 23, 2022 (other than the portions of those documents not deemed to be filed)
Description of Cambridge common stock contained in Cambridge’s registration statement on Form 10/12B and any amendment or report filed for the purpose of updating such description.	Filed August 9, 2017

In addition, Cambridge also incorporates by reference additional documents that it may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this proxy statement/prospectus and the date of the Cambridge special meeting. These documents include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements. To the extent that any information contained in any Current Report on Form 8-K, or any exhibit to such report, was furnished to, rather than filed with, the SEC, such information or exhibit is not specifically incorporated by reference into this proxy statement/prospectus.

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Documents incorporated by reference are available from Cambridge, without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this proxy statement/prospectus. You can obtain documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Cambridge Bancorp

Attention: Chief Financial Officer

1336 Massachusetts Avenue

Cambridge, Massachusetts 02138

(617) 876-5500

www.cambridgetrust.com

(“About Us – Investor Relations” tab)

Neither Cambridge nor Northmark has authorized anyone to give any information or make any representation about the merger or the Northmark special meeting that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that are incorporated by reference into this proxy statement/prospectus. Therefore, if anyone gives you information of this sort, you should not rely on it. This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this proxy statement/prospectus, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. Neither the delivery of this proxy statement/prospectus nor any distribution of securities pursuant to this proxy statement/prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated into this proxy statement/prospectus by reference or in the affairs of either company since the date of this proxy statement/prospectus. The information contained in this proxy statement/prospectus with respect to Cambridge was provided by Cambridge, and the information contained in this proxy statement/prospectus with respect to Northmark was provided by Northmark. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

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ANNEX A

Execution Version

AGREEMENT AND PLAN OF MERGER

DATED AS OF MAY 23, 2022

BY AND AMONG

CAMBRIDGE BANCORP,

CAMBRIDGE TRUST COMPANY

AND

NORTHMARK BANK

TABLE OF CONTENTS

		Page
ARTICLE I THE MERGER			A-1
Section 1.01	Terms of the Merger		A-1
Section 1.02	Tax Consequences		A-1
Section 1.03	Name of the Surviving Bank		A-2
Section 1.04	Charter and Bylaws of the Surviving Bank		A-2
Section 1.05	Directors and Officers of Cambridge and Surviving Bank		A-2
Section 1.06	Effect of the Merger		A-2
Section 1.07	Effective Date and Effective Time; Closing		A-3
Section 1.08	Alternative Structure		A-3
Section 1.09	Additional Actions		A-3
Section 1.10	Absence of Control		A-4
ARTICLE II CONSIDERATION; EXCHANGE PROCEDURES			A-4
Section 2.01	Merger Consideration		A-4
Section 2.02	Rights as Shareholders; Stock Transfers		A-4
Section 2.03	No Fractional Shares		A-4
Section 2.04	Dissenting Shares		A-4
Section 2.05	Exchange of Certificates; Payment of the Consideration		A-5
Section 2.06	Anti-Dilution Provisions		A-6
Section 2.07	Reservation of Shares		A-6
Section 2.08	Listing of Additional Shares		A-6
ARTICLE III REPRESENTATIONS AND WARRANTIES OF NORTHMARK			A-6
Section 3.01	Making of Representations and Warranties		A-6
Section 3.02	Organization, Standing and Authority of Northmark		A-7
Section 3.03	Northmark Capital Stock		A-7
Section 3.04	Subsidiaries		A-7
Section 3.05	Corporate Power; Minute Books		A-7
Section 3.06	Execution and Delivery		A-7
Section 3.07	Regulatory Approvals; No Defaults		A-8
Section 3.08	Financial Statements		A-8
Section 3.09	Absence of Certain Changes or Events		A-9
Section 3.10	Financial Controls and Procedures		A-9
Section 3.11	Regulatory Matters		A-9
Section 3.12	Legal Proceedings; Regulatory Action		A-10
Section 3.13	Compliance with Laws		A-10
Section 3.14	Material Contracts; Defaults		A-11
Section 3.15	Brokers		A-11
Section 3.16	Employee Benefit Plans		A-11
Section 3.17	Labor Matters		A-13
Section 3.18	Environmental Matters		A-13
Section 3.19	Tax Matters		A-13
Section 3.20	Investment Securities		A-15
Section 3.21	Derivative Transactions		A-15
Section 3.22	Loans; Nonperforming and Classified Assets		A-16
Section 3.23	Tangible Properties and Assets		A-16
Section 3.24	Intellectual Property		A-17
Section 3.25	Fiduciary Accounts		A-17

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		Page
Section 3.26	Insurance		A-17
Section 3.27	Antitakeover Provisions		A-17
Section 3.28	Fairness Opinion		A-18
Section 3.29	CRA, Anti-money Laundering and Customer Information Security		A-18
Section 3.30	Transactions with Affiliates		A-18
Section 3.31	Disclosure		A-18
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CAMBRIDGE			A-18
Section 4.01	Making of Representations and Warranties		A-18
Section 4.02	Organization, Standing and Authority of Cambridge		A-19
Section 4.03	Organization, Standing and Authority of Cambridge Trust		A-19
Section 4.04	Cambridge Capital Stock		A-19
Section 4.05	Subsidiaries		A-19
Section 4.06	Corporate Power; Minute Books		A-20
Section 4.07	Execution and Delivery		A-20
Section 4.08	Regulatory Approvals; No Defaults		A-20
Section 4.09	Absence of Certain Changes or Events		A-20
Section 4.10	SEC Documents; Financial Reports; and Financial Controls and Procedures		A-20
Section 4.11	Regulatory Matters		A-21
Section 4.12	Legal Proceedings		A-22
Section 4.13	Compliance With Laws		A-22
Section 4.14	Brokers		A-22
Section 4.15	Tax Matters		A-23
Section 4.16	Employee Benefit Plans		A-23
Section 4.17	Cambridge Stock		A-23
Section 4.18	CRA, Anti-Money Laundering and Customer Security Information		A-23
Section 4.19	Sufficient Funds		A-24
Section 4.20	Disclosure		A-24
ARTICLE V COVENANTS			A-24
Section 5.01	Covenants of Northmark		A-24
Section 5.02	Covenants of Cambridge		A-27
Section 5.03	Reasonable Best Efforts		A-28
Section 5.04	Shareholder Approval		A-28
Section 5.05	Merger Registration Statement; Proxy Statement/Prospectus		A-28
Section 5.06	Cooperation and Information Sharing		A-28
Section 5.07	Supplements or Amendment		A-29
Section 5.08	Regulatory Approvals		A-29
Section 5.09	Press Releases		A-29
Section 5.10	Access; Information		A-29
Section 5.11	No Solicitation by Northmark		A-30
Section 5.12	Certain Policies		A-32
Section 5.13	Indemnification		A-32
Section 5.14	Employees; Benefit Plans		A-34
Section 5.15	Notification of Certain Changes		A-35
Section 5.16	Current Information		A-35
Section 5.17	Board Packages		A-35
Section 5.18	Transition; Informational Systems Conversion		A-35
ARTICLE VI CONDITIONS TO CONSUMMATION OF THE MERGER			A-36
Section 6.01	Conditions to Obligations of the Parties to Effect the Merger		A-36

A-ii

		Page
Section 6.02	Conditions to Obligations of Cambridge		A-37
Section 6.03	Conditions to Obligations of Northmark		A-37
Section 6.04	Frustration of Closing Conditions		A-38
ARTICLE VII TERMINATION			A-38
Section 7.01	Termination		A-38
Section 7.02	Termination Fee		A-40
Section 7.03	Effect of Termination and Abandonment		A-40
ARTICLE VIII MISCELLANEOUS			A-40
Section 8.01	Survival		A-40
Section 8.02	Waiver; Amendment		A-41
Section 8.03	Counterparts		A-41
Section 8.04	Governing Law		A-41
Section 8.05	Expenses		A-41
Section 8.06	Notices		A-41
Section 8.07	Entire Understanding; No Third Party Beneficiaries		A-42
Section 8.08	Confidential Supervisory Information		A-42
Section 8.09	Severability		A-42
Section 8.10	Enforcement of the Agreement		A-42
Section 8.11	Interpretation		A-42
Section 8.12	Assignment		A-42
ARTICLE IX ADDITIONAL DEFINITIONS			A-43
Section 9.01	Additional Definitions		A-43

EXHIBITS

Exhibit A	Form of Voting Agreement	A-49
Exhibit B	Form of Employment Agreement Amendment	A-56

A-iii

TABLE OF DEFINITIONS

	Page
Acquisition Proposal		41
Acquisition Transaction		41
Affiliate		41
Agreement		1
Bank Regulator		41
BOLI		17
Business Day		41
Cambridge		1
Cambridge 2021 Form 10-K		20
Cambridge Benefit Plan		22
Cambridge Board		42
Cambridge Disclosure Schedule		42
Cambridge SEC Documents		20
Cambridge Stock		42
Cambridge Trust		1
CARES Act		42
Certificate		42
Closing		3
Closing Date		3
Code		1
CRA		8
Confidentiality Agreement		28
Derivative Transaction		42
Dissenters’ Rights Laws		4
Dissenting Shares		4
Effective Date		3
Effective Time		3
Employee Stock Incentive Plan		42
Employment Agreement Amendments		1
Environmental Law		42
ERISA		42
Exchange Act		42
Exchange Agent		42
Exchange Ratio		4
FDIC		42
FHLB		42
Finance Laws		10
FRB		42
GAAP		42
Governmental Authority		42
Hazardous Substance		42
Indemnified Parties		31
Indemnifying Party		31
Informational Systems Conversion		34
Insurance Policies		16
Intellectual Property		43
IRS		43
Knowledge		43

	Page
Leases		16
Lien		43
Loans		15
Material Adverse Effect		43
Material Contract		11
MDOB		1
Merger		1
Merger Consideration		4
Merger Registration Statement		27
MGL		2
NASDAQ		43
New Member		2
Notice of Superior Proposal		30
Notice Period		30
Northmark		1
Northmark Benefit Plans		11
Northmark Board		43
Northmark Disclosure Schedule		44
Northmark Employees		11
Northmark ERISA Affiliate		11
Northmark Financial Statements		8
Northmark Intellectual Property		44
Northmark Meeting		27
Northmark Pension Plan		11
Northmark Recommendation		27
Northmark Representatives		29
Northmark Stock		7
Northmark Subsequent Determination		30
OREO		15
Person		44
Premium Limit		32
Proxy Statement/Prospectus		44
Regulatory Approvals		44
Regulatory Order		9
Rights		44
SEC		8
Securities Act		44
Securities Documents		21
Software		44
Subsidiary		44
Superior Proposal		44
Surviving Bank		1
Tax		44
Tax Returns		45
Taxes		44
Voting Agreement		1
Willful Breach		45

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This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 23, 2022, by and among Cambridge Bancorp, a Massachusetts corporation and registered bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (“Cambridge”), Cambridge Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Cambridge (“Cambridge Trust”), and Northmark Bank, a Massachusetts-chartered trust company (“Northmark”).

WITNESSETH

WHEREAS, the board of directors of Cambridge Trust and the board of directors of Northmark have each determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of their respective entities and shareholders;

WHEREAS, in accordance with the terms of this Agreement, Northmark will merge with and into Cambridge Trust (the “Merger”);

WHEREAS, as a material inducement to Cambridge to enter into this Agreement, each of the directors and certain executive officers of Northmark have entered into a voting agreement with Cambridge dated as of the date hereof (a “Voting Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which each such director or executive officer has agreed, among other things, to vote all shares of Northmark Stock (as defined herein) owned by such person in favor of the approval of this Agreement and the transactions contemplated hereby, upon the terms and subject to the conditions set forth in such agreement;

WHEREAS, as a material inducement to Cambridge to enter into this Agreement, each of Daniel J. Murphy, III and Jane C. Walsh has entered into an amendment to their respective employment agreement with Northmark dated as of the date hereof (the “Employment Agreement Amendments”), substantially in the form attached hereto as Exhibit B, each of which shall become effective as of immediately prior to the Effective Time;

WHEREAS, the parties intend the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement be and hereby is adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the Code; and

WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the transactions described in this Agreement and to prescribe certain conditions thereto.

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

THE MERGER

Section 1.01 Terms of the Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, Northmark shall merge with and into Cambridge Trust, and Cambridge Trust shall be the surviving entity (hereinafter sometimes referred to as the “Surviving Bank”) and shall continue its corporate existence as a Massachusetts-chartered trust company regulated by the Massachusetts Division of Banks (the “MDOB”) and the FDIC. As part of the Merger, shares of Northmark Stock shall, at the Effective Time, be converted into the right to receive the Merger Consideration pursuant to the terms of Article II.

Section 1.02 Tax Consequences. It is intended that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” as

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that term is used in Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act would reasonably be expected to prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code. Northmark and Cambridge each hereby agree to deliver a certificate substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable its counsel to deliver the legal opinion contemplated by  Section 6.01(f).

Section 1.03 Name of the Surviving Bank. The name of the Surviving Bank shall be “Cambridge Trust Company.”

Section 1.04 Charter and Bylaws of the Surviving Bank. The charter and bylaws of the Surviving Bank upon consummation of the Merger shall be the charter and bylaws of Cambridge Trust as in effect immediately prior to consummation of the Merger.

Section 1.05 Directors and Officers of Cambridge and Surviving Bank.

(a) At Effective Time, the directors of each of Cambridge and Cambridge Trust immediately prior to the Effective Time shall continue to be the directors of Cambridge and the Surviving Bank, provided that at the Effective Time, the number of persons constituting the board of directors of Cambridge and the Surviving Bank shall each be increased by one (1) director and Jane C. Walsh (the “New Member”) shall be appointed to the board of directors of both Cambridge and the Surviving Bank for terms to expire at Cambridge’s next annual meeting of shareholders. At the next annual meetings of shareholders of Cambridge after the Effective Date, the New Member shall be nominated to the boards of directors of Cambridge and the Surviving Bank each for a term of three (3) years and Cambridge shall recommend that its shareholders vote in favor of the election of such nominee and shall, as the sole shareholder of the Surviving Bank, vote itself in favor of such nominee. Notwithstanding the foregoing, neither Cambridge nor the Surviving Bank shall have any obligation to appoint the New Member to serve on the Cambridge Board or the Surviving Bank’s board of directors if such Person is not a member of Northmark’s board of directors immediately prior to the Effective Time. Each of the directors of Cambridge and the Surviving Bank immediately after the Effective Time shall hold office until his or her successor is elected and qualified or otherwise in accordance with the charter and bylaws of Cambridge and the Surviving Bank.

(b) At the Effective Time, the officers of Cambridge and the Surviving Bank shall consist of the officers of Cambridge and Cambridge Trust in office immediately prior to the Effective Time.

Section 1.06 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided under applicable provisions of the Massachusetts General Laws (“MGL”), and the regulations promulgated thereunder.

(a) Surviving Bank. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the separate corporate existence of Northmark shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of Cambridge Trust and Northmark and thereupon and thereafter all of the rights, privileges, powers, franchises, properties, assets, debts, liabilities, obligations, restrictions, disabilities and duties of Northmark shall be vested in and assumed by Cambridge Trust as the Surviving Bank. Any reference to either of Cambridge Trust or Northmark in any contract, will or document, and any pending action or other judicial proceeding to which either of Cambridge Trust or Northmark is a party shall not be deemed to have abated or to have been discontinued by reason of the Merger, but may be prosecuted to final judgment, order or decree in the same manner as if the Merger had not been made or the Surviving Bank may be substituted as a party to such action or proceeding, and any judgment, order or decree may be rendered for or against it that might have been rendered for or against either of Cambridge Trust or Northmark if the Merger had not occurred.

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(b) Deposits. All deposit accounts of Northmark shall be and become deposit accounts in the Surviving Bank without change in their respective terms, maturity, minimum required balances or withdrawal value. Appropriate evidence of the deposit account in the Surviving Bank shall be provided by the Surviving Bank to each deposit account holder of Northmark, as necessary, after consummation of the Merger. All deposit accounts of Cambridge Trust prior to consummation of the Merger shall continue to be deposit accounts in the Surviving Bank after consummation of the Merger without any change whatsoever in any of the provisions of such deposit accounts, including, without limitation, their respective terms, maturity, minimum required balances or withdrawal value.

(c) Offices. At the Effective Time, the main office of the Surviving Bank shall be located in Cambridge, Massachusetts. The former main office and branch offices of Northmark shall be operated as branches of the Surviving Bank immediately following the Effective Time.

Section 1.07 Effective Date and Effective Time; Closing.

(a) Subject to the terms and conditions of this Agreement, Cambridge will make all such filings as may be required by applicable laws and regulations to consummate the Merger. On the Closing Date, which shall take place not more than five (5) Business Days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI of this Agreement (other than the delivery of certificates and other instruments and documents to be delivered at the Closing), or on such other date as the parties shall mutually agree to, Cambridge Trust and Northmark shall file articles of merger with the Secretary of the Commonwealth of Massachusetts in accordance with the MGL. The date of such filings is herein called the “Effective Date,” and the “Effective Time” of the Merger shall be as specified in such filings.

(b) The closing (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures immediately prior to the Effective Time at 10:00 a.m., Eastern time, or in person at the offices of Hogan Lovells US LLP in Washington, D.C., or such other place, at such other time, or on such other date as the parties may mutually agree upon (such date, the “Closing Date”). At the Closing, there shall be delivered to Cambridge and Northmark the certificates and other documents required to be delivered under Article VI hereof.

Section 1.08 Alternative Structure. Cambridge may, at any time prior to the Effective Time, change the method of effecting the combination of Cambridge Trust and Northmark (including the provisions of this Article I) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (a) alter or change the Merger Consideration; (b) adversely affect the tax treatment of or Northmark’s shareholders pursuant to this Agreement; (c) adversely affect the tax treatment of Cambridge or Northmark pursuant to this Agreement; or (d) be reasonably likely to materially impede or delay consummation of the transactions contemplated by this Agreement. In the event Cambridge makes such a change, Northmark agrees to execute an appropriate amendment to this Agreement in order to reflect such change.

Section 1.09 Additional Actions. If, at any time after the Effective Time, Cambridge shall consider or be advised that any further deeds, documents, assignments or assurances in law or any other acts are necessary or desirable to (a) vest, perfect or confirm, or record or otherwise, in Cambridge its right, title or interest in, to or under any of the rights, properties or assets of Northmark, or (b) otherwise carry out the purposes of this Agreement, Northmark and its officers and directors shall be deemed to have granted to Cambridge an irrevocable power of attorney to execute and deliver, in such official corporate capacities, all such deeds, assignments or assurances in law or any other acts as are necessary or desirable to (i) vest, perfect or confirm, of record or otherwise, in Cambridge or Cambridge Trust its right, title or interest in, to or under any of the rights, properties or assets of Northmark or (ii) otherwise carry out the purposes of this Agreement, and the officers and directors of Cambridge or Cambridge Trust are authorized in the name of Northmark or otherwise to take any and all such action.

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Section 1.10 Absence of Control. It is the intent of the parties to this Agreement that Cambridge or Cambridge Trust, by reason of this Agreement, shall not be deemed (until consummation of the transactions contemplated herein) to control, directly or indirectly, Northmark and shall not exercise or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of Northmark.

ARTICLE II

CONSIDERATION; EXCHANGE PROCEDURES

Section 2.01 Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

(a) Each share of Cambridge Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger.

(b) Each share of Northmark Stock held as treasury stock, if any, immediately prior to Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto.

(c) All remaining shares of Northmark Stock issued and outstanding immediately prior to the Effective Time (other than treasury stock and Dissenting Shares) shall become and be converted into, as provided in and subject to the limitations set forth in this Agreement, the right to receive 0.9950 shares (the “Exchange Ratio”) of Cambridge Stock (the “Merger Consideration”).

Section 2.02 Rights as Shareholders; Stock Transfers. All shares of Northmark Stock, when converted as provided in Section 2.01(c), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Certificate previously evidencing such shares shall thereafter represent only the right to receive, for each such share of Northmark Stock, the Merger Consideration and, if applicable, any cash in lieu of fractional shares of Cambridge Stock in accordance with Section 2.03. At the Effective Time, holders of the Northmark Stock shall cease to be, and shall have no rights as, shareholders of Northmark other than the right to receive the Merger Consideration and cash in lieu of fractional shares of Cambridge Stock as provided under this Article II. After the Effective Time, there shall be no transfers on the stock transfer books of Northmark of shares of the Northmark Stock.

Section 2.03 No Fractional Shares. Notwithstanding any other provision hereof, no fractional shares of Cambridge Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger. In lieu thereof, Cambridge shall pay to each holder of a fractional share of Cambridge Stock an amount of cash (without interest) determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the average of the daily closing prices during the regular session of Cambridge Stock as reported on NASDAQ for the five (5) consecutive trading days ending on the third (3rd) Business Day immediately prior to the Closing Date, rounded to the nearest whole cent. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share.

Section 2.04 Dissenting Shares. Each outstanding share of Northmark Stock the holder of which has perfected his or her right to dissent from the Merger under Chapter 156D of the MGL (the “Dissenters’ Rights Laws”) and has not effectively withdrawn or lost such rights as of the Effective Time (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and the holder thereof shall be entitled only to such rights as are granted by such provisions of the Dissenters’ Rights Laws. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Dissenting Shares held by such holder shall thereupon be treated as though such Dissenting Shares had been converted into the right to receive the Merger Consideration. Northmark shall give Cambridge prompt notice upon receipt by Northmark

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of any such written demands for payment of the fair value of shares of the Northmark Stock and of withdrawals of such demands and any other instruments provided pursuant to the Dissenters’ Rights Laws. Any payments made in respect of Dissenting Shares shall be made by Cambridge.

Section 2.05 Exchange of Certificates; Payment of the Consideration.

(a) Until the six (6) month anniversary of the Effective Time, Cambridge shall make available on a timely basis or cause to be made available to the Exchange Agent the following: (i) cash in an amount sufficient to allow the Exchange Agent to make all payments that may be required by the Exchange Agent pursuant to this Article II, and (ii) certificates or, at Cambridge’s option, evidence of shares in book entry form, representing the shares of Cambridge Stock, sufficient to pay the aggregate Merger Consideration required pursuant to this Article II, each to be given to the holders of Northmark Stock in exchange for Certificates pursuant to this Article II. Upon such six (6) month anniversary, any such cash or certificates remaining in the possession of the Exchange Agent, together with any earnings in respect thereof, shall be delivered to Cambridge. Any holder of Certificates who has not theretofore exchanged his or her Certificates for the Merger Consideration pursuant to this Article II shall thereafter be entitled to look exclusively to Cambridge, and only as a general creditor thereof, for the Merger Consideration to which he or she may be entitled upon exchange of such Certificates pursuant to this Article II. If outstanding Certificates are not surrendered or the payment for the Certificates is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Cambridge (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the parties hereto shall be liable to any holder of Northmark Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Cambridge and the Exchange Agent shall be entitled to rely upon the stock transfer books of Northmark to establish the identity of those Persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto.

(b) The Exchange Agent or Cambridge shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Certificates such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Exchange Agent or Cambridge, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Certificates in respect of which such deduction and withholding was made.

(c) Promptly after the Effective Time, but in no event later than five (5) Business Days thereafter, Cambridge shall cause the Exchange Agent to mail or deliver to each Person who was, immediately prior to the Effective Time, a holder of record of Northmark Stock a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Upon surrender to the Exchange Agent of a Certificate for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Certificate shall promptly be provided in exchange therefor, but in no event later than ten (10) Business Days after due surrender, a certificate or, at the election of Cambridge, a statement reflecting shares issued in book-entry form, representing the Merger Consideration to which such holder is entitled pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid with respect to any property to be delivered upon surrender of Certificates.

(d) If any certificate representing shares of Cambridge Stock is to be issued in the name of a Person other than the registered holder of the Certificate surrendered in exchange therefore, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the Person requesting such exchange

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shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of Cambridge Stock in a name other than that of the registered holder of the Certificate surrendered, or required for any other reason relating to such holder or requesting Person, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable.

(e) No dividends or other distributions with a record date after the Effective Time with respect to Cambridge Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Cambridge Stock.

(f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Bank or the Exchange Agent, the posting by such Person of a bond in such reasonable amount as the Surviving Bank or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Surviving Bank or the Exchange Agent shall, in exchange for such lost, stolen or destroyed Certificate, pay or cause to be paid the Merger Consideration deliverable in respect of the shares of Northmark Stock formerly represented by such Certificate pursuant to this Article II. In the event of a dispute with respect to ownership of any shares of Northmark Stock represented by any Certificate, Cambridge and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Section 2.06 Anti-Dilution Provisions. In the event Cambridge or Northmark changes (or establishes a record date for changing) the number of, or provides for the exchange of, shares of Cambridge Stock or Northmark Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, reclassification or similar transaction with respect to the outstanding Cambridge Stock or Northmark Stock and the record date therefor shall be prior to the Effective Time, the Exchange Ratio shall be proportionately and appropriately adjusted; provided, however, that, for the avoidance of doubt, no such adjustment shall be made with regard to Cambridge Stock if (a) Cambridge issues additional shares of Cambridge Stock and receives consideration for such shares in a bona fide third party transaction, (b) Cambridge issues additional shares of Cambridge Stock under its Employee Stock Incentive Plans, or (c) Cambridge grants employee or director stock grants or similar equity awards or shares of Cambridge Stock upon the exercise or settlement thereof.

Section 2.07 Reservation of Shares. Effective upon the date of this Agreement, Cambridge shall reserve for issuance a sufficient number of shares of Cambridge Stock for the purpose of issuing shares of Cambridge Stock to Northmark shareholders in accordance with this Article II.

Section 2.08 Listing of Additional Shares. Prior to the Effective Time, Cambridge shall notify NASDAQ of the additional shares of Cambridge Stock to be issued by Cambridge in exchange for the shares of Northmark Stock.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF NORTHMARK

Section 3.01 Making of Representations and Warranties.

(a) As a material inducement to Cambridge and Cambridge Trust to enter into this Agreement and to consummate the t