UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): February~~1934 ~~26, 2020~~

Date of Report (Date of earliest event reported): March 6, 2020

WELLESLEY BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland (State or other jurisdiction of incorporation or organization) 001-35352 (Commission File Number) 45-3219901 (IRS Employer Identification No.)

Maryland

001-35352

45-3219901

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 Worcester Street, Suite 300, Wellesley, Massachusetts 02481

(Address of principal executive offices) (Zip Code)

(781) 235-2550

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~☐ ~~registered~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

Title of each class		Trading symbol(s)		Name of each exchange on which Registered
Common Stock, par value $0.01 per share		WEBK		The NASDAQ Stock Market LLC

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17

CFR 240.13e-4(c))

Title of each class

Trading

symbol(s)

Name of each exchange

on which Registered

Common Stock, par value $0.01 per share

WEBK

The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On ~~February~~ 26February 25, 2020, one purported stockholder of Wellesley Bancorp, Inc. (“Wellesley”) filed a putative derivative and class action lawsuit against Wellesley, the ~~Board~~members of ~~Directors~~the Wellesley board of directors, Wellesley Bank, Cambridge Bancorp (“Cambridge”) and Cambridge Trust Company in the Circuit Court for Baltimore City, ~~Inc~~Maryland, on behalf of himself and similarly situated Wellesley stockholders, and derivatively on behalf of Wellesley, captioned Parshall v. Fontaine et al., Case No. 24-C-20-001127 (the “~~Company~~Merger Litigation”). ~~declared~~The aplaintiff ~~cash~~generally ~~dividend~~alleges onthat the Wellesley board of directors breached its fiduciary obligations by approving the terms of the Agreement and Plan of Merger, dated December 5, 2019, by and among Wellesley, Cambridge, Cambridge Trust Company’s ~~outstanding~~and ~~shares~~Wellesley Bank, which provides for, among other things, the merger of ~~stock~~Wellesley with and into Cambridge. The ~~dividend~~plaintiff offurther $0alleges inadequate merger consideration.06 ~~per~~Lastly, ~~share~~the ~~will~~plaintiff bealleges ~~paid~~that onthe ~~March~~joint 23proxy statement/prospectus filed with the SEC on February 4, 2020, and first mailed to Wellesley stockholders ~~of record~~on asFebruary 6, of2020 contained materially incomplete disclosures about the ~~close~~merger. The plaintiff seeks injunctive relief, rescission of ~~business~~the onmerger ~~March~~or 9rescissory damages, ~~2020~~other unspecified damages, and an award of attorneys’ fees and expenses.

AOn ~~copy~~March of5, 2020, solely to avoid the ~~press~~costs, risks and uncertainties inherent in litigation, Wellesley ~~release~~and ~~announcing~~Cambridge have agreed to make additional disclosures to supplement the ~~cash~~disclosures ~~dividend~~contained isin ~~included~~the asjoint ~~Exhibit~~proxy 99statement/prospectus (the “Additional Disclosures”).1 The Additional Disclosures are set forth below and ~~incorporated~~should ~~herein~~be byread ~~reference~~in conjunction with the joint proxy statement/prospectus.

~~Item~~The ~~9.01~~Additional ~~Financial~~Disclosures ~~Statements~~moot plaintiff’s disclosure claims asserted in the Merger Litigation and, ~~Exhibits~~as a result, the plaintiff has agreed to dismiss the Merger Litigation with prejudice as to his individual claims and without prejudice to the claims of the putative members of the class.

~~(d)~~This ~~Exhibits~~agreement to make the Additional Disclosures will not affect the merger consideration to be paid in connection with the merger of Wellesley with and into Cambridge or the timing of the special meetings of Wellesley’s or Cambridge’s shareholders.

	Number		Description
	99.1		Press Release dated February 26, 2020

Wellesley and the other defendants have vigorously denied, and continue to vigorously deny, that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the Merger Litigation, and expressly maintain that, to the extent applicable, they diligently and scrupulously complied with their fiduciary and other legal duties and are entering into the agreement to make the Additional Disclosures solely to eliminate the burden and expense of further litigation, to put the claims that were or could have been asserted to rest, and to avoid any possible delay to the closing of the merger that might arise from further litigation. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.

SUPPLEMENT TO DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS

The following information supplements the joint proxy statement/prospectus and should be read in connection with the joint proxy statement/prospectus, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the joint proxy statement/prospectus, the information contained herein supersedes the information contained in the joint proxy statement/prospectus. All page references in the information below are to pages in the joint proxy statement/prospectus, and terms used below have the meanings set forth in the joint proxy statement/prospectus, unless otherwise defined below. Without admitting in any way that the disclosures below are material or otherwise required by law, Wellesley and Cambridge make the following supplemental disclosures:

Opinion of Wellesley’s Financial Advisor

The disclosure under the heading “THE MERGER—Opinion of Sandler O’Neill & Partners, L.P., Financial Advisor to Wellesley—Comparable Company Analyses” is hereby supplemented by deleting the table of company names on page 89 of the joint proxy statement/prospectus and replacing it with the following:


Financial Data as of or for the Period Ending September 30, 2019			Balance Sheet / Asset Quality						Capital Position								LTM Profitability										Valuation
Market Data as of December 4, 2019																											Price /
							NPAs /						Total		CRE/								Net				Tang.				Current
			Total		Loans /		Total		TCE/		Leverage		RBC		Total								Interest		Effic.		Book		LTM		Div.		Market
			Assets		Deposits		Assets		TA		Ratio		Ratio		RBC		ROAA			ROAA			Margin		Ratio		Value		EPS		Yield		Cap
Company	City, State	Ticker	($mm)		(%)		(%)		(%)		(%)		(%)		(%)		(%)			(%)			(%)		(%)		(%)		(x)		(%)		($mm)
Cambridge Bancorp	Cambridge, MA	—		2,842		90.5		0.13		7.43		7.70		11.56		405.4		0.98			11.82			3.25		63.93		177		14.6		2.7		370
Hingham Institution for Savings	Hingham, MA	HIFS		2,480		126.4		0.11		9.59		9.24		13.75		410.6		1.31			14.42			2.71		30.38		171		12.9		0.9		408
Western New England Bancorp, Inc.	Westfield, MA	WNEB		2,174		104.9		0.69		10.01		10.51		14.01		255.5		0.65			5.95			2.95		69.71		120		19.1		2.1		254
First Bancorp, Inc.	Damariscotta, ME	FNLC		2,033		77.8		1.60		8.91		8.82		15.44		123.7		1.27			12.72			2.90		51.18		170		12.0		4.3		304
Bankwell Financial Group, Inc.	New Canaan, CT	BWFG		1,859		106.3		0.70		9.33		9.86		13.85		464.7		0.96			10.11			3.10		58.05		131		12.8		1.8		227
Salisbury Bancorp, Inc.	Lakeville, CT	SAL		1,144		95.6		1.11		8.56		9.27		12.58		183.5		0.96			10.06			3.27		67.11		125		12.3		2.4		131
Patriot National Bancorp, Inc.	Stamford, CT	PNBK		972		105.0		2.39		6.83		7.36		10.54		278.6		(0.10	)		(1.41	)		2.92		88.40		72		NM		0.3		47
Northway Financial, Inc.	North Conway, NH	NWYF		899		89.5		0.55		8.98		11.11		17.20		232.0		0.65			7.34			3.49		84.06		113		14.7		2.1		90
Katahdin Bankshares Corporation	Patten, ME	KTHN		845		99.5		0.78		7.31		9.46		13.45		304.2		1.00			11.32			3.48		67.58		103		8.6		2.4		63
Union Bankshares, Inc.	Morrisville, VT	UNB		845		91.9		0.34		8.08		8.20		12.95		343.2		0.93			11.28			3.96		69.01		216		19.7		3.8		147
Community Bancorp.	Derby, VT	CMTV		729		99.7		1.06		7.56		9.88		14.42		197.1		1.22			13.48			3.96		64.55		150		9.6		4.9		81
Randolph Bancorp, Inc.	Stoughton, MA	RNDB		641		94.0		0.88		11.22		12.30		15.30		139.4		0.38			3.00			2.98		95.60		115		36.4		0.0		84
Ledyard Financial Group, Inc.	Hanover, NH	LFGP		504		81.6		0.54		10.84		9.50		18.70		139.7		1.13			11.16			3.43		77.17		137		12.8		3.3		75

The disclosure under the heading “THE MERGER—Opinion of Sandler O’Neill & Partners, L.P., Financial Advisor to Wellesley—Comparable Company Analyses” is hereby supplemented by deleting the table of company names at the top of page 90 of the joint proxy statement/prospectus and replacing it with the following:


Financial Data as of or for the Period Ending September 30, 2019			Balance Sheet / Asset Quality						Capital Position								LTM Profitability								Valuation
Market Data as of December 4, 2019																									Price /
							NPAs /						Total		CRE/						Net				Tang.				2019		2020		Current
			Total		Loans /		Total		TCE/		Leverage		RBC		Total						Interest		Effic.		Book		LTM		Est.		Est.		Div.		Market
			Assets		Deposits		Assets		TA		Ratio		Ratio		RBC		ROAA		ROAE		Margin		Ratio		Value		EPS		EPS		EPS		Yield		Cap
Company	City, State	Ticker	($mm)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(x)		(x)		(x)		(%)		($mm)
Independent Bank Corp.	Rockland, MA	INDB		11,539		95.6		0.57		10.42		10.83		14.88		254.5		1.45		10.92		4.08		51.32		250		17.7		14.8		15.1		2.1		2,864
Brookline Bancorp, Inc.	Boston, MA	BRKL		7,878		116.0		0.58		9.94		10.24		13.39		336.5		1.16		9.65		3.55		55.21		163		14.6		14.3		13.3		2.9		1,254
Meridian Bancorp, Inc.	Peabody, MA	EBSB		6,363		116.0		0.10		10.87		10.89		12.60		559.4		1.01		9.03		2.88		52.74		153		16.5		15.6		14.9		1.4		1,012
Century Bancorp, Inc.	Medford, MA	CNBK.A		5,299		54.7		0.07		6.16		7.25		14.13		26.2		0.76		12.59		2.10		58.83		147		12.3		—		—		0.6		479
Washington Trust Bancorp, Inc.	Westerly, RI	WASH		5,199		105.4		0.37		8.32		8.97		12.94		317.3		1.39		15.25		2.85		53.26		213		12.9		13.0		13.3		3.9		908
Camden National Corporation	Camden, ME	CAC		4,520		86.0		0.30		8.44		9.39		13.97		220.0		1.29		12.53		3.17		55.59		177		12.1		12.1		12.9		2.8		661
Bar Harbor Bankshares	Bar Harbor, ME	BHB		3,612		103.2		0.65		8.20		8.65		14.01		193.1		0.72		6.84		2.74		65.73		135		15.0		—		—		3.5		389
Enterprise Bancorp, Inc.	Lowell, MA	EBTC		3,139		88.8		0.99		9.10		8.68		12.04		276.6		1.05		11.99		3.98		64.11		131		11.7		—		—		2.0		371
Hingham Institution for Savings	Hingham, MA	HIFS		2,480		126.4		0.11		9.59		9.24		13.75		410.6		1.31		14.42		2.71		30.38		171		12.9		—		—		0.9		408
Western New England Bancorp, Inc.	Westfield, MA	WNEB		2,174		104.9		0.69		10.01		10.51		14.01		255.5		0.65		5.95		2.95		69.71		120		19.1		19.5		17.9		2.1		254
First Bancorp, Inc.	Damariscotta, ME	FNLC		2,033		77.8		1.60		8.91		8.82		15.44		123.7		1.27		12.72		2.90		51.18		170		12.0		—		—		4.3		304

The disclosure under the heading “THE MERGER—Opinion of Sandler O’Neill & Partners, L.P., Financial Advisor to Wellesley —Analysis of Precedent Transactions” is hereby supplemented by deleting the table of company names (Regional Precedent Transactions) at the top of page 91 of the joint proxy statement/prospectus and replacing it with the following:


						Transaction Information										Seller Information
								Price/				Core		1-Day
						Deal		LTM				Deposit		Market		Total		TCE/		LTM		LTM		Efficiency		NPAs /
				Annc.		Value		Earnings		TBV		Premium		Premium		Assets		TA		ROAA		ROAE		Ratio		Assets
Acquiror	St	Target	St	Date		($mm)		(x)		(%)		(%)		(%)		($mm)		(%)		(%)		(%)		(%)		(%)
Centreville Bank	RI	PB Bancorp Inc.	CT		10/22/19		115.5		25.4		145		11.4		33.2		538.0		14.7		0.82		5.1		71.6		1.20
People’s United Financial Inc.	CT	United Financial Bancorp	CT		07/15/19		758.0		13.2		125		4.4		4.5		7,339.9		8.3		0.79		8.1		67.5		0.68
Liberty Bank	CT	SBT Bancorp Inc.	CT		03/21/19		71.4		17.3		202		9.2		44.3		478.7		7.3		0.81		12.4		72.1		1.02
Berkshire Hills Bancorp Inc.	MA	SI Financial Group Inc.	CT		12/11/18		182.5		27.3		118		2.6		13.2		1,607.1		9.7		0.41		3.8		69.9		1.17
Cambridge Bancorp	MA	Optima B&TC	NH		12/05/18		67.2		29.3		204		10.6		—		524.2		6.3		0.47		7.2		76.3		0.44
People’s United Financial Inc.	CT	BSB Bancorp Inc.	MA		11/27/18		328.7		14.9		160		8.0		20.7		2,971.8		6.7		0.74		11.0		47.6		0.19
Independent Bank Corp.	MA	Blue Hills Bancorp Inc	MA		09/20/18		725.4		NM		178		19.2		12.0		2,741.2		14.3		0.70		4.5		64.0		0.52
Hometown Financial Group MHC	MA	Pilgrim Bancshares Inc	MA		07/25/18		53.8		NM		151		14.9		11.7		265.6		12.9		0.52		4.0		68.7		1.34
PeoplesBancorp MHC	MA	First Suffield Financial Inc.	CT		07/17/18		60.0		32.1		203		14.7		26.3		281.5		10.8		0.71		6.4		65.9		0.38

The disclosure under the heading “THE MERGER—Opinion of Sandler O’Neill & Partners, L.P., Financial Advisor to Wellesley —Analysis of Precedent Transactions” is hereby supplemented by deleting the table of company names (National Precedent Transactions) at the bottom of page 91 of the joint proxy statement/prospectus and replacing it with the following:


						Transaction Information										Seller Information
								Price/				Core		1-Day
						Deal		LTM				Deposit		Market		Total		TCE/		LTM		LTM		Efficiency		NPAs /
				Annc.		Value		Earnings		TBV		Premium		Premium		Assets		TA		ROAA		ROAE		Ratio		Assets
Acquiror	St	Target	St	Date		($mm)		(x)		(%)		(%)		(%)		($mm)		(%)		(%)		(%)		(%)		(%)
Flushing Financial Corp.	NY	Empire Bancorp Inc.	NY		10/25/19		110.3		31.0		141		3.6		11.7		1,012.5		7.6		0.35		4.7		82.5		0.51
Reliant Bancorp Inc.	TN	First Advantage Bancorp	TN		10/23/19		123.1		17.9		147		9.8		23.6		732.6		11.0		1.06		9.2		66.9		1.31
BancPlus Corp.	MS	State Capital Corp.	MS		09/19/19		136.5		18.7		163		5.6		—		1,167.3		7.4		0.63		6.8		77.6		0.52
First Midwest Bancorp Inc.	IL	Bankmanagers Corp.	WI		08/28/19		193.8		15.0		165		10.7		—		947.5		12.0		1.73		16.0		54.1		1.68
ConnectOne Bancorp Inc.	NJ	Bancorp of New Jersey Inc.	NJ		08/16/19		113.4		19.6		122		4.6		12.6		924.7		10.0		0.65		6.6		69.6		1.42
OceanFirst Financial Corp.	NJ	Two River Bncp	NJ		08/09/19		183.4		15.4		174		9.5		53.7		1,153.8		9.1		1.05		10.1		60.8		0.80
OceanFirst Financial Corp.	NJ	Country Bank Holding Co.	NY		08/09/19		102.2		9.8		151		7.5		44.6		783.4		8.6		1.43		17.7		54.6		0.61
Columbia Financial Inc. (MHC)	NJ	Stewardship Financial Corp.	NJ		06/07/19		137.2		17.3		167		8.2		77.0		961.1		8.6		0.83		10.1		69.8		0.77
S&T Bancorp Inc.	PA	DNB Financial Corp.	PA		06/05/19		206.0		19.2		206		12.1		13.8		1,166.7		8.6		0.94		9.8		64.3		0.96
Heritage Commerce Corp	CA	Presidio Bank	CA		05/16/19		197.6		15.3		203		14.2		17.6		906.1		10.2		1.49		14.9		54.8		0.41
Glacier Bancorp Inc.	MT	Heritage Bancorp	NV		04/03/19		240.8		12.9		240		20.8		—		840.5		13.1		2.37		19.8		36.2		0.75
Heartland Financial USA Inc.	IA	Blue Valley Ban Corp.	KS		01/16/19		93.9		34.6		187		8.1		32.2		728.4		6.4		0.34		5.0		72.9		1.11
First Financial Corp.	IN	HopFed Bancorp Inc.	KY		01/07/19		133.3		22.0		147		7.7		40.8		931.4		9.7		0.62		6.5		81.1		0.92

The first paragraph under the heading “THE MERGER—Opinion of Sandler O’Neill & Partners, L.P., Financial Advisor to Wellesley —Pro Forma Transaction Analysis” on page 94 of the joint proxy statement/prospectus is hereby amended and restated in its entirety as follows:

Sandler O’Neill analyzed certain potential pro forma effects of the merger on Cambridge assuming the merger closes March 31, 2020. Sandler O’Neill utilized the following information and assumptions: (a) estimated net income for Wellesley for the years ending December 31, 2020 and December 31, 2021 with an estimated long-term annual net income growth rate for the years ending December 31, 2022 and December 31, 2023, as provided by the senior management of Cambridge; (b) publicly available median analyst earnings per share estimates for Cambridge for the years ending December 31, 2019 and December 31, 2020, as well as an estimated long-term annual net income growth rate for the years ending December 31, 2021 through December 31, 2023 and estimated dividends per share for the years ending December 31, 2019 through December 31, 2023, as provided by the senior management of Cambridge; and (c) certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as provided by Cambridge senior management. For more information about the assumptions provided by Cambridge senior management for use by Sandler O’Neill in its pro forma analysis, see the Investor Presentation dated December 5, 2019, attached as Exhibit 99.2 to the Form 8-K filed by Cambridge on December 5, 2019, which is incorporated by reference herein. The analysis indicated that the merger could be accretive to Cambridge’s estimated earnings per share (excluding one-time transaction costs and expenses) in the years ending December 31, 2020 through December 31, 2023 by 4.7%, 10.1%, 9.9% and 11.0%, respectively, and dilutive to Cambridge’s estimated tangible book value per share at close and at December 31, 2020, December 31, 2021, and December 31, 2022 by 5.5%, 4.3%, 2.3%, 0.5%, respectively, and accretive to Cambridge’s estimated tangible book value per share at December 31, 2023 by 1.2%.

Important Additional Information and Where to Find It

In connection with the proposed transaction, Cambridge filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that includes a joint proxy statement of Wellesley and Cambridge that also constitutes a prospectus of Cambridge, which joint proxy statement/prospectus was mailed or otherwise disseminated to Wellesley’s shareholders and Cambridge’s shareholders on or about February 6, 2020. Wellesley and Cambridge also filed other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by Wellesley and Cambridge with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Wellesley with the SEC will be available free of charge on Wellesley’s website at www.wellesleybank.com or by directing a request to Wellesley Bancorp, Inc., 100 Worcester Street, Suite 300, Wellesley, MA 02481, attention: Corporate Secretary (781) 235-2550. Copies of the documents filed by Cambridge with the SEC will be available free of charge on Cambridge’s website at ir.cambridgetrust.com or by directing a request to Cambridge Bancorp, 1336 Massachusetts Avenue, Cambridge, MA 02138, attention: Corporate Secretary (617) 876-5500.

No Offer

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Participants in Solicitation

Wellesley and Cambridge and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Wellesley’s executive officers and directors in Wellesley’s definitive proxy statement filed with the SEC on April 10, 2019. You can find information about Cambridge’s executive officers and directors in Cambridge’s definitive proxy statement filed with the SEC on March 19, 2019. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC. You may obtain free copies of these documents from Wellesley or Cambridge using the sources indicated above.

Forward Looking Statements

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about Wellesley Bancorp, Inc. (together with its bank subsidiary unless the context otherwise requires, “Wellesley”) and Cambridge Bancorp (together with its bank subsidiary unless the context otherwise requires, “Cambridge”) and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding Wellesley’s or Cambridge’s future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to Wellesley or Cambridge, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should,” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Such factors are described within Wellesley’s and Cambridge’s filings with the Securities and Exchange Commission.

Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (1) the businesses of Cambridge and Wellesley may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the stockholders of Cambridge or Wellesley may fail to approve the merger; (6) changes to interest rates, (7) the ability to control costs and expenses, (8) general economic conditions, (9) the success of Cambridge’s efforts to diversify its revenue base by developing additional sources of non-interest income while continuing to manage its existing fee-based business, and (10) risks associated with the quality of Cambridge’s assets and the ability of its borrowers to comply with repayment terms. Further information about these and other relevant risks and uncertainties may be found in Cambridge’s and Wellesley’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 and in subsequent filings with the Securities and Exchange Commission.

Wellesley and Cambridge do not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~WELLESLEY BANCORP, INC.~~		WELLESLEY BANCORP, INC.
Date: February 26, 2020	By:	/s/ Thomas J. Fontaine
Date: March 6, 2020			By:	/s/ Thomas J. Fontaine
		~~Thomas J. Fontaine~~		Thomas J. Fontaine
		~~President and Chief Executive Officer~~		President and Chief Executive Officer

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