425: HarborOne Equity Holders Elect Merger Consideration

HarborOne Bancorp unvested equity award holders are instructed to elect their preferred stock and cash consideration mix for the Eastern Bank merger.

Summary

• HarborOne Bancorp, Inc. employees holding unvested equity awards are being notified about the process to elect their preferred consideration mix (stock and/or cash) as part of the merger with Eastern Bankshares, Inc.
• The election period for unvested equity awards opens on September 24, 2025.
• The deadline for making or revising elections is 5:00 p.m. ET on Thursday, October 23, 2025.
• If no election is made by the deadline, eligible equity will be defaulted according to the terms of the merger agreement.
• The final conversion mix for all award-holders may be adjusted to meet a target ratio of 75% to 85% Stock Consideration and 15% to 25% Cash Consideration, as specified in the Merger Agreement.
• Fidelity Stock Plan Services, LLC, is facilitating the election process and providing support to award holders.

Sentiment

Score: 7

Explanation: The filing provides clear and actionable instructions for HarborOne employees regarding their unvested equity awards in the context of the merger with Eastern Bankshares, offering a choice of consideration mix. The process is well-defined, although the potential for adjustment to meet target ratios introduces a minor element of uncertainty for individual elections.

Positives

• HarborOne employees with unvested equity awards are provided with the opportunity to elect their preferred mix of stock and/or cash consideration.
• Clear instructions and resources (overview brochure, FAQs, online election site) are provided to guide employees through the election process.
• Employees can revise their election decisions as often as desired before the October 23, 2025, deadline.

Negatives

• The elected conversion mix for individual award holders may be adjusted to meet the overall target ratio of 75%-85% Stock Consideration and 15%-25% Cash Consideration for all award-holders, introducing uncertainty.

Risks

• The final conversion mix received by individual award holders may be adjusted from their elected preference to meet the overall target ratio of 75%-85% Stock Consideration and 15%-25% Cash Consideration.
• Failure to make an election by the October 23, 2025, deadline will result in eligible equity being defaulted per the terms of the merger agreement.

Future Outlook

The communication outlines the administrative process for unvested equity award holders in anticipation of the merger closing between HarborOne and Eastern Bankshares, focusing on the conversion of these awards into a mix of stock and cash consideration.

Industry Context

This communication is a standard procedural step in the banking industry following a merger announcement, ensuring that employees with unvested equity awards are informed and can make elections regarding the consideration they will receive. It reflects the integration phase of the HarborOne and Eastern Bank merger.

Stakeholder Impact

• HarborOne employees holding unvested equity awards are directly impacted as they need to make decisions regarding the conversion of their awards into stock and/or cash.
• Shareholders of HarborOne and Eastern Bankshares are indirectly impacted as this is a procedural step in the overall merger integration.

Next Steps

• HarborOne employees with unvested equity awards must make their election by October 23, 2025.
• The merger between HarborOne and Eastern Bankshares will proceed, leading to the conversion of unvested equity awards based on elections and merger agreement terms.

Key Dates

Keywords

HarborOne, Eastern Bankshares, merger, acquisition, equity awards, stock consideration, cash consideration, SEC filing, Form 425, financial services, banking