8-K/A: HarborOne Amends Merger Filing, Details Blackout Periods

HarborOne Bancorp, Inc. filed an amendment to its 8-K, correcting a press release date and detailing blackout periods for employee benefit plans related to its merger with Eastern Bankshares, Inc.

Summary

• HarborOne Bancorp, Inc. filed an Amendment No. 1 to its Form 8-K to correct the date of a joint press release with Eastern Bankshares, Inc. to September 25, 2025.
• The amendment provides details on the previously announced merger where Eastern Bankshares, Inc. will acquire HarborOne.
• HarborOne shareholders can elect to receive either 0.765 shares of Eastern common stock or $12.00 in cash per share, subject to proration ensuring 75% to 85% stock consideration.
• Election forms have been distributed to HarborOne shareholders.
• The anticipated election deadline for general shareholders is 5:00 p.m. (Eastern Time) on October 28, 2025.
• An earlier election deadline of 5:00 p.m. (Eastern Time) on October 23, 2025, applies to those holding HarborOne common stock through the HarborOne ESOP and 401(k) plans.
• HarborOne has imposed blackout periods on its 401(k) and Retirement Plans (Plans) and Employee Stock Ownership Plan (ESOP) to facilitate the election and conversion process.
• The Plans Blackout Period is expected to begin at 4:00 p.m. (Eastern Time) on October 23, 2025, and end at 4:00 p.m. (Eastern Time) on November 4, 2025, during which participants cannot direct or diversify HarborOne Stock Fund assets.
• The ESOP Blackout Period is expected to begin at 4:00 p.m. (Eastern Time) on October 24, 2025, and end on November 17, 2025, during which the ESOP will not process distribution requests.
• Directors and executive officers are prohibited from trading HarborOne Common Stock during the blackout periods, from October 23, 2025 (or October 24, 2025 for ESOP-related holdings) until November 17, 2025, as per Regulation BTR.

Sentiment

Score: 6

Explanation: The filing provides a procedural update on an ongoing merger, which is generally a positive strategic move. However, it also details restrictive blackout periods for employees and management, and reiterates a comprehensive list of risks associated with the merger and the broader banking environment. The correction of a date in an amendment is neutral. The overall sentiment is moderately positive due to the merger progression, but tempered by the operational restrictions and explicit risk disclosures.

Positives

• The merger process with Eastern Bankshares, Inc. is progressing with the distribution of election forms to shareholders.
• Shareholders have the flexibility to elect between stock or cash consideration for their shares.

Negatives

• Participants in HarborOne's 401(k) and Retirement Plans will be unable to direct or diversify assets in HarborOne Stock Fund accounts during the Plans Blackout Period (October 23 November 4, 2025).
• The ESOP will not process any distribution requests during the ESOP Blackout Period (October 24 November 17, 2025).
• Directors and executive officers are prohibited from trading HarborOne Common Stock during the blackout periods, imposing restrictions on their ability to manage their holdings.

Risks

• Revenue or expense synergies or other expected benefits of the merger may not materialize as expected or at all, or may be more costly to achieve.
• The merger may not be completed in a timely manner, or at all.
• Prior to or after the merger, Eastern or HarborOne may not perform as expected due to merger-related uncertainty or other factors.
• Required regulatory or other approvals may not be obtained, or other closing conditions may not be satisfied in a timely manner or at all.
• The timing of completion of the proposed merger is dependent on various factors that cannot be predicted with precision.
• Reputational risks and potential negative reactions from the companies' customers to the merger.
• Inability to implement onboarding or transition plans and other consequences associated with the merger.
• Continued pressures and uncertainties within the banking industry and Eastern and HarborOne's markets, including changes in interest rates, deposit amounts and composition, adverse developments in loan delinquencies, charge-offs, and allowance for loan losses.
• Increased competitive pressures, asset and credit quality deterioration, and legislative, regulatory, and fiscal policy changes and related compliance costs.
• Diversion of management time on merger-related issues.

Future Outlook

The merger between HarborOne and Eastern is proceeding, with shareholder elections and associated blackout periods anticipated to conclude by mid-November 2025. The companies acknowledge various risks that could impact the realization of expected benefits and the timely completion of the merger, as well as broader banking industry pressures.

Management Comments

• HarborOne sent notices to participants in each of (i) the HarborOne Bank 401(k) Plan (the 401K Plan), (ii) the HarborOne Mortgage LLC Retirement Plan (the Retirement Plan and together with the 401K Plan, the Plans), and (iii) the HarborOne Bancorp, Inc. Employee Stock Ownership Plan (the ESOP), informing them of blackout periods pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, with respect to the Plans and the ESOP.
• HarborOne sent a notice (the BTR Notice) pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation Blackout Trading Restriction (BTR) promulgated pursuant to the Securities Exchange Act of 1934 to its directors and executive officers informing them of the Blackout Periods.

Industry Context

This filing reflects ongoing consolidation within the banking sector, a trend driven by factors such as the pursuit of scale, cost efficiencies, and expanded market reach. The detailed process for shareholder elections and employee benefit plan conversions is typical for mergers of this size, highlighting the administrative complexities involved in integrating financial institutions. The risks cited, particularly those related to interest rates, deposit composition, and credit quality, are common concerns across the banking industry, indicating a cautious outlook amidst a dynamic economic environment.

Corporate Governance

Stakeholder Impact

• Shareholders: Will need to make an election between stock and cash consideration for their HarborOne shares by the specified deadlines.
• Employees (401K/Retirement Plan Participants): Will be unable to direct or diversify assets held in HarborOne Stock Fund accounts during the Plans Blackout Period (October 23 November 4, 2025).
• Employees (ESOP Participants): The ESOP will not process distribution requests during the ESOP Blackout Period (October 24 November 17, 2025).
• Directors and Executive Officers: Prohibited from trading HarborOne Common Stock during the blackout periods (October 23/24 November 17, 2025), in addition to existing insider trading policies.

Next Steps

• HarborOne shareholders to elect between stock and cash consideration for their shares.
• Eastern and HarborOne intend to announce the definitive Election Deadline at least 5 business days (but not more than 15 business days) prior to the deadline.
• Completion of the election and conversion process for shares of HarborOne Common Stock held in the Plans and the ESOP.

Key Dates

Recommendation

The filing is a procedural update on an existing merger, detailing the mechanics of shareholder elections and associated blackout periods. It does not introduce new financial performance data or significant strategic shifts that would warrant a 'buy' or 'sell' recommendation. Investors holding HarborOne shares are already aware of the merger and should focus on making their election between cash and stock based on their individual financial goals and assessment of Eastern Bankshares' future prospects. The blackout periods are administrative necessities for the merger completion, not indicators of underlying company performance issues. Therefore, a 'hold' recommendation is appropriate as the primary action for current shareholders is to participate in the election process, rather than making new trading decisions based solely on this administrative update.

Keywords

HarborOne Bancorp, Eastern Bankshares, Merger, 8-K/A, SEC Filing, Blackout Period, Employee Stock Ownership Plan, 401(k) Plan, Stock Consideration, Cash Consideration, Shareholder Election, Banking Industry, Corporate Governance, Regulation BTR