Form 4: HarborOne CEO's Equity Holdings Shift Post-Merger

HarborOne Bancorp's President and CEO, Joseph F. Casey, adjusted his equity holdings following the merger agreement with Eastern Bankshares, Inc.

Summary

• Joseph F. Casey, President and CEO of HarborOne Bancorp, Inc., reported changes in his beneficial ownership of company securities on November 1, 2025, as a result of the merger with Eastern Bankshares, Inc.
• He acquired 43,309 shares of common stock due to performance units vesting at target level, which were subsequently converted as part of the merger.
• He disposed of 254,585 shares of common stock directly and 139,780 shares indirectly (by spouse) as part of the merger conversion.
• Each share of HarborOne common stock was converted into either $12.00 in cash or 0.765 shares of Eastern common stock, subject to proration.
• All his outstanding HarborOne stock options (155,487 at $8.98, 133,219 at $9.79, and 133,219 at $10.23) were converted into options to purchase Eastern common stock, with adjusted terms.
• Following these transactions, his direct and indirect beneficial ownership of HarborOne common stock is 0 shares.
• All HarborOne derivative securities previously held are now 0, having been converted into Eastern common stock options.

Sentiment

Score: 7

Explanation: The filing reports expected transactions resulting from a merger, including the vesting of performance units. While it signifies the end of HarborOne as an independent entity, the terms appear standard and beneficial for the executive's equity holdings post-merger.

Positives

• Performance units vested at target level, resulting in the acquisition of 43,309 shares of common stock for the reporting person.
• The merger agreement provided a clear conversion mechanism for shareholders, offering a choice between $12.00 cash or 0.765 shares of Eastern common stock per HarborOne share.
• Outstanding stock options were converted into options for the acquiring entity's stock, preserving their value for the reporting person.

Negatives

• The reporting person no longer holds direct or indirect beneficial ownership of HarborOne common stock or derivative securities, as all holdings were converted due to the merger.

Future Outlook

The filing details the completion of equity conversions related to the merger between HarborOne Bancorp, Inc. and Eastern Bankshares, Inc., indicating a transition of the reporting person's equity interests to the acquiring entity. Future equity transactions for the reporting person will involve Eastern Bankshares, Inc. securities.

Industry Context

This Form 4 reflects the final stages of a corporate merger in the banking sector, where equity holdings of the acquired company's executives are converted into those of the acquiring entity. Such transactions are standard practice in M&A, ensuring continuity of executive incentives within the new corporate structure.

Comparison to Industry Standards

• The conversion terms (cash or stock election, exchange ratio of 0.765 shares) are typical for bank mergers, similar to recent regional bank acquisitions like M&T Bank's acquisition of People's United Financial or U.S. Bancorp's acquisition of MUFG Union Bank.
• The vesting of performance units at target level is a common provision in merger agreements to ensure executive retention and reward for achieving pre-merger goals.
• The adjustment of stock options by the exchange ratio is standard practice to maintain the economic value of the options post-merger.

Stakeholder Impact

• Shareholders: HarborOne shareholders had their shares converted into cash or Eastern Bankshares stock, as detailed by the $12.00 cash option or 0.765 Eastern shares per HarborOne share, effectively ending their direct ownership in HarborOne.
• Employees: The vesting of performance units for the CEO suggests similar provisions might apply to other employees with equity incentives, aligning their interests with the merger's success, though their HarborOne equity would also be converted.

Next Steps

• The reporting person's future equity transactions will likely involve Eastern Bankshares, Inc. securities.

Key Dates

Keywords

HarborOne Bancorp, HONE, Eastern Bankshares, Merger, SEC Form 4, Insider Trading, Stock Options, Equity Conversion, Joseph F. Casey, CEO