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 (Date of earliest event reported): ~~May~~July 2812, 2024

CAMBRIDGE BANCORP

(Exact name of Registrant as Specified in Its Charter)


Massachusetts	001-38184	04-2777442
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1336 Massachusetts Avenue

Cambridge, MA 02138

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 876-5500

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 (see General Instructions A.2. below):

☐	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 pursuant to Section 12(b) of the Act:


Common Stock	CATC	NASDAQ
(Title of each class)	(Trading symbol)	(Name of each exchange on which registered)

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

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 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

AsOn ~~previously disclosed, on September~~July 1912, ~~2023~~2024, Eastern Bankshares, Inc. (“Eastern”) completed its previously announced acquisition of Cambridge Bancorp, a Massachusetts corporation (“Cambridge”), pursuant to the Agreement and Plan of Merger, dated as of September 19, 2023 (the “Merger Agreement”), by and among Cambridge, Cambridge Trust Company, Eastern, Eastern Bank, and Citadel MS 2023, Inc. (“Merger Sub”). Under the terms of the Merger Agreement, ~~Cambridge~~Merger ~~Bancorp~~Sub merged with and into Cambridge (the “~~Cambridge~~Merger”), ~~and~~with Cambridge ~~Trust~~as ~~Company~~the ~~entered~~surviving ~~into~~entity. anImmediately ~~Agreement~~following ~~and~~the ~~Plan~~Merger, ofCambridge ~~Merger~~merged with and into Eastern (the “~~Merger~~Holdco ~~Agreement~~Merger”), ~~pursuant~~with toEastern ~~which~~being ~~Cambridge~~the issurviving ~~expected~~entity. toImmediately ~~merge~~following the Holdco Merger, Cambridge Bank merged with and into Eastern Bank, ~~subject~~with toEastern ~~applicable~~Bank ~~closing~~being ~~conditions~~the ~~set~~surviving ~~forth~~entity in (the “Bank Merger” ~~Agreement~~and, ~~including~~together with the ~~receipt~~Merger ofand ~~required~~the ~~regulatory~~Holdco ~~approvals~~Merger, the “Mergers”).

OnUpon ~~May 28~~the terms and conditions set forth in the Merger Agreement, ~~2024~~at the effective time of the Merger (the “Effective Time”) each share of Cambridge common stock, ~~Eastern~~par ~~and~~value $1.00 per share (“Cambridge ~~jointly~~Common ~~issued~~Stock”), aoutstanding ~~press~~immediately ~~release~~prior ~~announcing~~to ~~that~~the ~~they~~Effective ~~had~~Time, ~~received~~other ~~all~~than ~~required~~certain ~~regulatory~~shares ~~approvals~~held ~~for~~by ~~the~~Eastern ~~merger~~or ~~and~~Cambridge, ~~expect~~was converted into the right to ~~consummate~~receive 4.956 shares of common stock (the ~~merger~~“Exchange onRatio”), orpar ~~about~~value ~~July 12~~$0.01 per share, ~~2024~~of Eastern (“Eastern Common Stock”). ACambridge ~~copy~~shareholders will receive cash in lieu of ~~the~~fractional ~~press~~shares ~~release~~of isEastern ~~provided~~Common ~~herewith~~Stock as(the ~~Exhibit~~Exchange ~~99.1~~Ratio and ~~incorporated~~any ~~herein~~cash byin ~~reference~~lieu of fractional shares collectively, the “Merger Consideration”).

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

~~This~~The ~~Current~~foregoing ~~Report~~description ~~on Form 8-K contains “forward-looking statements” within the meaning~~ of ~~section 27A of~~ the ~~Securities~~Mergers ~~Act of 1933, as amended,~~ and ~~section 21E of~~ the ~~Securities~~Merger ~~Exchange~~Agreement ~~Act~~does ofnot ~~1934,~~purport asto ~~amended.~~be ~~Forward-looking~~complete ~~statements~~and ~~include~~is ~~statements~~qualified ~~regarding~~in ~~anticipated~~its ~~future~~entirety ~~events and can be identified~~ by ~~the~~reference ~~fact that they do not relate strictly~~ to ~~historical or current facts. You can identify these statements from~~ the ~~use~~Merger ~~of the words “may~~Agreement,” ~~“will,”~~which ~~“expect,”~~is ~~and~~attached ~~similar~~as ~~expressions~~Exhibit 2.1 ~~Forward-looking statements, by their nature, are subject~~ to ~~risks~~this ~~and~~report uncertainties. There are many factors that could cause actual results to differ materially from expected results described in the forward-looking statements. These include risks associated with the consummation and~~/or~~ implementation of the merger between Eastern and Cambridge, including risks that the closing conditions are not satisfied in a timely manner or at all and that the timing of completion of the proposed merger is ~~dependent~~incorporated onherein ~~various~~by ~~factors that cannot be predicted with precision at this point~~reference.

~~These~~Item forward-looking statements are also subject to the risks and uncertainties applicable to Eastern’s and Cambridge’s respective businesses generally that are disclosed in Eastern’s and Cambridge’s 2023 Annual Reports on Form 10-K3.01 ~~Eastern’s~~Notice and Cambridge’s SEC filings are accessible on the SEC’s website at www.sec.gov and on their respective corporate websites at ir.cambridgetrust.com and investor.easternbank.com. These web addresses are included as inactive textual references only. Information on these websites is not part of ~~this~~Delisting ~~document.~~or ~~For~~Failure any forward-looking statements made in this Current Report on Form 8-K, Cambridge claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Except as required by law, Cambridge specifically disclaims any obligation to ~~update~~Satisfy ~~any forward-looking statements as~~ a ~~result~~Continued ofListing ~~developments~~Rule ~~occurring~~or ~~after~~Standard; ~~the~~Transfer ~~date~~ of ~~this Form 8-K~~Listing. You should not place undue reliance on forward-looking statements, which reflect Cambridge’s expectations only as of the date of this Current Report on Form 8-K. Cambridge does not undertake any obligation to update forward-looking statements.

The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On July 12, 2024, in connection with the consummation of the Merger, Cambridge notified the Nasdaq Stock Market (“Nasdaq”) that each share of Cambridge Common Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive the Merger Consideration, and requested that Nasdaq file a notification of removal from listing on Form 25 with the SEC with respect to Cambridge’s common stock in order to effect the delisting of Cambridge Common Stock from Nasdaq. Such delisting will result in the termination of the registration of Cambridge Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Cambridge intends to file a certificate on Form 15 requesting the deregistration of Cambridge Common Stock under Section 12(g) of the Exchange Act.

Item 3.03

Material Modification to Rights of Security Holders.

The information provided in Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, holders of Cambridge Common Stock and Cambridge RSAs immediately before the Effective Time ceased to have any rights as shareholders in Cambridge (other than their right to receive the consideration pursuant to the Merger Agreement).

At the Effective Time, holders of Cambridge RSUs and Cambridge PRSUs immediately before the Effective Time ceased to have any rights as holders of Cambridge equity awards (other than their right to receive the Eastern equity awards specified in the Merger Agreement).

Item 5.01

Changes in Control of Registrant.

The information provided in Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, as contemplated by the Merger Agreement, Merger Sub merged with and into Cambridge, with Cambridge being the surviving entity of the Merger. Under the terms and subject to the conditions of the Merger Agreement, at the Effective Time, holders of Cambridge Common Stock, other than certain shares held by Eastern or Cambridge, became entitled to receive the Merger Consideration.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, all of Cambridge’s directors and officers ceased serving in such capacities.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

After completion of the Mergers, the Articles of Organization and the Amended and Restated Bylaws of Cambridge ceased to be in effect by operation of law and the organizational documents of Eastern became the Articles of Organization and the Bylaws of the surviving entity in accordance with the Merger Agreement.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

ExhibitNumber		Description
99.1		Press Release dated May 28, 2024
2.1		Agreement and Plan of Merger, dated as of September 19, 2023, by and among Eastern Bankshares, Inc., Eastern Bank, Citadel MS 2023, Inc., Cambridge Bancorp, and Cambridge Trust Company (incorporated by reference to Exhibit 2.1 of Cambridge’s Form 8-K filed with the SEC on September 19, 2023)*
2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of July 2, 2024, by and among Eastern Bankshares, Inc., Eastern Bank, Citadel MS 2023, Inc., Cambridge Bancorp, and Cambridge Trust Company
3.1		Restated Articles of Organization of Eastern Bankshares, Inc., effective May 16, 2022 (incorporated by reference to Exhibit 3.1 of Eastern’s Form 10-Q filed with the SEC on August 5, 2022)
3.2		Bylaws of Eastern Bankshares, Inc. (incorporated by reference to Exhibit 3.2 of Eastern’s Form 10-Q filed with the SEC on September 24, 2020)
104		Cover Page Interactive Data File (embedded within Inline XBRL documents)

*	Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Cambridge agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

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 hereunto duly authorized.

		CAMBRIDGE BANCORP
	EASTERN BANKSHARES, INC. As successor by merger to Cambridge Bancorp
Date: May 28, 2024		By:	/s/ Joseph P. Sapienza
Date: July 15, 2024	By:	/s/ James B. Fitzgerald
			Joseph P. Sapienza
		Name: James B. Fitzgerald
			Interim Chief Financial Officer, (Principal Financial Officer and Principal Accounting Officer)
		Title: Chief Financial Officer

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