425: HarborOne 401(k) Blackout for Eastern Bankshares Merger

HarborOne Bancorp announces a 401(k) plan blackout period from October 23 to November 6, 2025, for its merger with Eastern Bankshares, impacting the HarborOne Stock Fund.

Summary

• The filing provides detailed information about an upcoming blackout period for the HarborOne 401(k) Plan.
• This blackout is in connection with the pending merger of HarborOne Bancorp, Inc. with Eastern Bankshares, Inc.
• The HarborOne Stock Fund investment alternative will be terminated.
• Participant balances in the HarborOne Stock Fund will be reallocated to a new Eastern Bankshares, Inc. Stock Fund or to the Vanguard Treasury Money Market Fund.
• During the blackout, participants will be temporarily unable to direct investments into or out of the HarborOne Stock Fund.
• The blackout period is expected to begin at 4:00 pm Eastern Time on October 23, 2025, and end at 4:00 pm Eastern Time on November 6, 2025.
• Other investment options under the 401(k) Plan will not be affected, and participants can continue to manage those investments.
• Participants are advised to review their current investments due to the inability to direct or diversify assets in the HarborOne Stock Fund during the blackout.
• Federal law requires a blackout notice at least 30 days in advance, and this notice has been delivered in a timely manner.
• Additional information about the merger, including the Form S-4 registration statement and proxy statement/prospectus, is available on the SEC's website and the companies' investor relations pages.

Sentiment

Score: 5

Explanation: The filing is neutral, providing purely informational details about a procedural step (401(k) blackout) related to a pending merger. It highlights both the necessary temporary restriction and the eventual integration into a new plan, without presenting financial performance or strategic updates that would lean positive or negative.

Positives

• The merger between HarborOne Bancorp, Inc. and Eastern Bankshares, Inc. is progressing, indicating strategic alignment and potential growth for the combined entity.
• A new Eastern Bankshares, Inc. Stock Fund will be available, allowing participants to continue investing in the acquiring company's stock.
• The notice for the blackout period has been provided in a timely manner, adhering to federal law requirements, allowing participants sufficient time to prepare.

Negatives

• Participants in the HarborOne 401(k) Plan will be temporarily unable to direct or diversify assets held in the HarborOne Stock Fund during the blackout period.
• There is a risk of holding substantial portions of assets in the securities of any one company, as individual securities tend to have wider price swings, which could result in losses during the blackout period when sales are restricted.

Risks

• Risk of holding substantial portions of assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds.
• Stocks with wide price swings might incur a large loss during the blackout period, and participants would not be able to direct the sale of such stocks from their account during this time.

Future Outlook

The pending merger of HarborOne Bancorp, Inc. with Eastern Bankshares, Inc. is progressing, leading to the integration of employee benefit plans, specifically the 401(k) plan, and the transition of HarborOne Stock Fund investments into the acquiring company's structure or a money market fund.

Management Comments

• "Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan."
• "For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments."
• "You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds."

Industry Context

Mergers and acquisitions in the financial sector frequently involve the integration of employee benefit plans, such as 401(k)s. These integrations often necessitate temporary blackout periods to facilitate the transfer and reallocation of assets, particularly company-specific stock funds, into the acquiring entity's plan structure. This is a standard operational procedure during such corporate transitions.

Stakeholder Impact

• **HarborOne 401(k) Plan Participants:** Will experience a temporary inability to manage their HarborOne Stock Fund investments and will have their balances reallocated to either Eastern Bankshares, Inc. Stock Fund or the Vanguard Treasury Money Market Fund.
• **HarborOne Employees:** Their retirement savings plan is being integrated into the acquiring company's structure, requiring attention to their investment choices during the transition.

Next Steps

• Participants should review and consider the appropriateness of their current investments in the HarborOne Stock Fund in light of the upcoming blackout period.
• Participants can contact the Participant Service Center toll-free at 800-294-3575 to determine if the blackout period has started or ended.
• The merger of HarborOne Bancorp, Inc. with Eastern Bankshares, Inc. will proceed, leading to the full integration of the 401(k) plan.

Key Dates

Keywords

HarborOne Bancorp, Eastern Bankshares, merger, 401(k) plan, blackout period, retirement plan, stock fund, SEC filing, employee benefits