Form 4: HarborOne Director Converts Holdings in Eastern Bank Merger

HarborOne Bancorp Director David P. Frenette converted all his common stock and stock options into Eastern Bankshares securities or cash following the merger agreement.

Summary

• Director David P. Frenette disposed of 143,633 shares of HarborOne common stock on November 1, 2025.
• He also disposed of 83,263 HarborOne stock options with an exercise price of $10.23 on November 1, 2025.
• These transactions occurred as a result of the merger agreement dated April 24, 2025, between HarborOne Bancorp, Inc. and Eastern Bankshares, Inc.
• Each share of HarborOne common stock was converted into the right to receive, at the holder's election, either $12.00 in cash or 0.765 shares of Eastern common stock, subject to proration.
• Each outstanding HarborOne stock option was converted into an option to purchase Eastern common stock, with the number of underlying shares and exercise price adjusted by the 0.765 exchange ratio.

Sentiment

Score: 7

Explanation: The filing reports the expected completion of a merger, which is a pre-announced corporate action. For the reporting person, it signifies the conversion of their holdings as per the merger terms, which is a neutral event in itself but positive in the context of a successful merger for shareholders.

Positives

• The merger provided HarborOne shareholders with a choice of cash ($12.00 per share) or Eastern Bankshares stock (0.765 shares per HarborOne share), offering flexibility in consideration.
• The conversion of stock options ensures continuity for option holders within the new entity, preserving their incentive structure.

Negatives

• The reporting person no longer holds direct beneficial ownership in HarborOne Bancorp, Inc. common stock or options, indicating the completion of the merger and the cessation of HarborOne as an independent entity.

Risks

• Proration provisions in the merger agreement could limit the ability of shareholders to elect their preferred consideration (cash or stock).
• The value of the Eastern Bankshares common stock received by former HarborOne shareholders is subject to market fluctuations.

Future Outlook

The filing indicates the completion of the merger between HarborOne Bancorp, Inc. and Eastern Bankshares, Inc., with HarborOne ceasing to exist as an independent entity. Former HarborOne shareholders and option holders now hold interests in Eastern Bankshares or have received cash.

Industry Context

This transaction reflects ongoing consolidation within the banking sector, where smaller regional banks are acquired by larger institutions to achieve economies of scale, expand market reach, or enhance shareholder value.

Comparison to Industry Standards

• The merger consideration of $12.00 cash or 0.765 shares of Eastern common stock per HarborOne share is a specific deal term. Without further details on the market prices of HONE and Eastern, or HONE's book value, a direct comparison to industry-standard valuation multiples for similar bank mergers (e.g., price-to-book, price-to-earnings) is not possible from this filing alone.
• The conversion of stock options into options of the acquiring company with adjusted terms is a standard practice in M&A to preserve employee incentives and align them with the new corporate structure.

Stakeholder Impact

• Shareholders: HarborOne shareholders received either cash or Eastern Bankshares stock, realizing value from their investment.
• Employees (option holders): Employees holding options had their incentives converted to the acquiring company, maintaining continuity.

Next Steps

• Former HarborOne shareholders will now hold shares in Eastern Bankshares, Inc. or have received cash.
• Former HarborOne option holders will now hold options to purchase Eastern Bankshares, Inc. common stock.

Key Dates

Keywords

HarborOne Bancorp, HONE, Eastern Bankshares, Merger, Stock Conversion, Stock Options, SEC Form 4, Insider Transaction, David P. Frenette, Corporate Action