Form 4: Director Lynch's HONE Shares Convert in Eastern Bank Merger

HarborOne Bancorp Director Timothy R. Lynch's common stock and options converted into cash or Eastern Bankshares stock following the merger agreement.

Summary

• Director Timothy R. Lynch reported changes in beneficial ownership of HarborOne Bancorp, Inc. securities.
• The changes occurred on November 1, 2025, pursuant to a merger agreement dated April 24, 2025, with Eastern Bankshares, Inc.
• Lynch disposed of 63,747 shares of HarborOne common stock, which were converted into the right to receive either $12.00 in cash or 0.765 shares of Eastern common stock per share.
• Lynch also disposed of 83,263 stock options to purchase HarborOne common stock at an exercise price of $10.23. These options were converted into options to purchase Eastern common stock, with adjusted terms based on the exchange ratio.
• Following these transactions, Lynch beneficially owns 0 shares of HarborOne common stock and 0 HarborOne stock options.

Sentiment

Score: 7

Explanation: The filing reports the expected execution of a merger agreement, which is a neutral to positive event for the reporting person as it finalizes the value of their holdings in the acquired entity. It reflects a planned corporate action rather than unexpected operational news.

Positives

• The merger provides HarborOne shareholders, including Director Lynch, with a clear exit strategy and a choice between cash ($12.00 per share) or shares in the acquiring entity (Eastern Bankshares, Inc.).
• The conversion of stock options ensures that the value of Lynch's equity incentives is preserved and transferred to the acquiring company's stock.

Negatives

• Director Lynch no longer holds direct beneficial ownership in HarborOne Bancorp, Inc. common stock or options, indicating the cessation of his direct equity stake in the former entity.

Future Outlook

The filing indicates the completion of a merger, leading to the conversion of HarborOne securities into Eastern Bankshares securities or cash. It does not provide forward-looking statements for the combined entity or future guidance.

Industry Context

This transaction reflects ongoing consolidation within the banking sector, where smaller regional banks like HarborOne Bancorp are acquired by larger institutions like Eastern Bankshares, Inc. Such mergers often aim to achieve economies of scale, expand market reach, and enhance competitive positioning in a challenging interest rate and regulatory environment.

Comparison to Industry Standards

• The merger consideration of $12.00 cash or 0.765 shares of Eastern common stock per HarborOne share is consistent with typical acquisition structures in the regional banking sector, offering shareholders a choice between immediate liquidity and continued equity participation in the combined entity.
• The adjustment of stock options by the exchange ratio is a standard practice in mergers to preserve the intrinsic value and incentive structure for employees and directors of the acquired company.

Stakeholder Impact

• Shareholders (HarborOne): Received cash or Eastern Bankshares stock, realizing value from their investment.
• Shareholders (Eastern Bankshares): The merger expands Eastern's operations and market presence.
• Director Timothy R. Lynch: His equity holdings in HarborOne have been converted, and his options adjusted to reflect the new entity.

Next Steps

• Shareholders of HarborOne Bancorp, Inc. would have made elections regarding cash or stock consideration prior to the effective date of the merger.
• The reporting person now holds options to purchase Eastern Bankshares, Inc. common stock, subject to the adjusted terms.

Key Dates

Recommendation

This Form 4 reports a director's share conversion as a result of a pre-announced merger. It does not provide new information that would fundamentally alter the investment thesis for either HarborOne (which has been acquired) or Eastern Bankshares. Investors would have already factored the merger into their decisions. For Eastern Bankshares, this filing is administrative and does not offer new insights into its operational performance or future prospects to warrant a change in recommendation based solely on this document.

Keywords

HarborOne Bancorp, HONE, Eastern Bankshares, Merger, Acquisition, Form 4, Beneficial Ownership, Timothy R. Lynch, Stock Conversion, Stock Options, Director