8-K/A: HarborOne Bancorp Merger Finalized with Eastern Bankshares

HarborOne Bancorp, Inc. announced the completion of its acquisition by Eastern Bankshares, Inc., with final merger consideration details and share allocations confirmed.

Summary

• Eastern Bankshares, Inc. completed its acquisition of HarborOne Bancorp, Inc. and its subsidiaries, including HarborOne Bank and HarborOne Mortgage, LLC, on November 1, 2025.
• HarborOne merged into Eastern, and HarborOne Bank merged into Eastern Bank, effective November 1, 2025, at 12:01 a.m. Eastern Time.
• HarborOne Mortgage will continue to operate as a wholly-owned subsidiary of Eastern Bank until February 2026, when it will merge into Eastern Bank.
• HarborOne common stock holders could elect to receive either 0.765 shares of Eastern common stock (Stock Consideration) or $12.00 in cash (Cash Consideration) per HarborOne share.
• The merger agreement included proration procedures to ensure 75% to 85% of shares received Stock Consideration.
• Approximately 91.87% of shares timely elected Stock Consideration, 2.03% elected Cash Consideration, and 6.10% made no timely election.
• After proration, 84.99% of HarborOne shares were converted into the right to receive Stock Consideration, and 15.01% received Cash Consideration.
• Eastern issued approximately 26,936,260 shares of Eastern common stock in the merger, including for outstanding HarborOne performance-based stock units and restricted stock awards.
• Outstanding restricted shares of HarborOne common stock fully vested and converted into the right to receive merger consideration.
• HarborOne stock options were converted into Eastern stock options (Rollover Options) with adjusted share counts and exercise prices, retaining original terms.

Sentiment

Score: 7

Explanation: The filing confirms the successful completion of a previously announced merger, providing clarity on the final consideration distribution for HarborOne shareholders and the integration timeline for HarborOne Mortgage. This is a factual update on a completed transaction.

Positives

• HarborOne shareholders received consideration for their shares, either in Eastern common stock or cash, providing liquidity or continued equity exposure.
• HarborOne restricted stock awards fully vested and converted into merger consideration, benefiting award holders.
• HarborOne stock options were converted into comparable Eastern stock options, preserving value and incentive for option holders.

Negatives

• HarborOne Bancorp, Inc. ceased to exist as an independent entity following the merger.
• All HarborOne directors and executive officers ceased serving in their capacities, indicating a complete change in leadership for the former entity.
• HarborOne's Articles of Organization and By-Laws ceased to be in effect, signifying the dissolution of its corporate governance structure.

Future Outlook

Eastern intends to continue operating HarborOne Mortgage as a wholly-owned subsidiary of Eastern Bank until February 2026, at which time HarborOne Mortgage will merge with and into Eastern Bank.

Industry Context

This acquisition represents a continuation of the consolidation trend within the U.S. banking sector, where larger institutions acquire smaller ones to expand market share, achieve economies of scale, and enhance service offerings. Such mergers often aim to create more robust regional banks capable of competing effectively in a dynamic financial landscape.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of HarborOne Bancorp, Inc. received either cash or shares of Eastern common stock, concluding their investment in HarborOne.
• Former directors and executive officers of HarborOne ceased their roles, impacting their employment and governance positions.
• Customers of HarborOne Bank and HarborOne Mortgage will transition to being customers of Eastern Bank and its subsidiaries, potentially experiencing changes in services or branding.
• Employees of HarborOne Bank and HarborOne Mortgage will become employees of Eastern Bank, subject to Eastern's policies and integration plans.

Next Steps

• Merger of HarborOne Mortgage with and into Eastern Bank by February 2026.

Key Dates

Keywords

HarborOne Bancorp, Eastern Bankshares, Merger, Acquisition, Bank Merger, Stock Consideration, Cash Consideration, HONE, SEC 8-K/A, Financial Services