Form 4: HarborOne CFO Finocchio Sells Shares Post-Merger

HarborOne Bancorp's EVP and CFO, Stephen W. Finocchio, reported the acquisition and subsequent disposition of company common stock related to the merger with Eastern Bankshares.

Summary

• Stephen W. Finocchio, EVP, Chief Financial Officer of HarborOne Bancorp, Inc., reported transactions on November 1, 2025, related to the merger with Eastern Bankshares, Inc.
• He acquired 6,039 shares of HarborOne common stock due to performance units vesting at the target level as per the merger agreement.
• Subsequently, he disposed of all 35,579 beneficially owned shares of HarborOne common stock.
• This disposition was a result of the merger agreement, where each HarborOne share was converted into the right to receive either $12.00 in cash or 0.765 shares of Eastern common stock, subject to certain proration provisions.

Sentiment

Score: 7

Explanation: The filing reports the completion of an executive's stock transactions pursuant to a merger agreement, including the vesting of performance units. This indicates a successful outcome for the executive and the finalization of the merger terms for HarborOne shareholders.

Positives

• Performance units vested at the target level, indicating successful achievement of performance metrics for the reporting person.
• The merger agreement provided shareholders with a choice of cash ($12.00 per share) or Eastern Bankshares common stock (0.765 shares per HarborOne share), offering flexibility.

Negatives

• The disposition of all HarborOne common stock by a key executive indicates the completion of the merger and the cessation of HarborOne as an independent entity, which might be seen as a negative for existing HarborOne-only investors.

Risks

• Proration provisions in the merger agreement could limit the ability of shareholders to elect their preferred consideration (cash or stock).

Future Outlook

NA

Industry Context

This transaction reflects the ongoing consolidation trend within the banking sector, where smaller regional banks are acquired by larger institutions to achieve economies of scale, expand market reach, and enhance shareholder value through synergies. The merger of HarborOne Bancorp with Eastern Bankshares is consistent with this broader industry movement.

Comparison to Industry Standards

• The cash consideration of $12.00 per share and the exchange ratio of 0.765 shares of Eastern common stock are specific to this merger and would need detailed financial analysis of both companies' valuations and market conditions at the time of the merger agreement (April 24, 2025) to compare against industry benchmarks for bank mergers.
• Typical bank mergers often involve a mix of cash and stock, and the specific ratios depend on the relative valuations, strategic fit, and market premiums. Without the full merger agreement details and market data, a direct comparison to specific comparable companies or projects is not feasible from this Form 4.

Management Changes

Stakeholder Impact

• Shareholders: HarborOne shareholders received consideration (cash or Eastern stock) for their shares, concluding their investment in HarborOne.
• Employees: The merger likely impacts employees of HarborOne, though specific details are not in this filing. Stephen W. Finocchio's role as EVP, CFO of HarborOne Bancorp, Inc. would cease with the merger.

Next Steps

• HarborOne Bancorp, Inc. common stock holders will receive their elected consideration (cash or Eastern common stock) as per the merger agreement.
• Stephen W. Finocchio no longer beneficially owns HarborOne common stock.

Key Dates

Keywords

HarborOne Bancorp, HONE, Eastern Bankshares, Merger, Form 4, Insider Trading, Stephen W. Finocchio, CFO, Stock Transaction, Performance Units, Bank Merger