Form 4: HarborOne Director Converts Shares in Eastern Bank Merger

HarborOne Bancorp Director Michael James Sullivan converted his common stock and stock options into cash or Eastern Bankshares stock as part of the merger agreement.

Summary

• Michael James Sullivan, a Director of HarborOne Bancorp, Inc., reported changes in his beneficial ownership following the merger agreement with Eastern Bankshares, Inc.
• On November 1, 2025, Sullivan disposed of 85,250 shares of HarborOne common stock held directly and 1,000 shares held indirectly through Double Eagle LLC.
• These common shares were converted into the right to receive either $12.00 in cash or 0.765 shares of Eastern common stock per HarborOne share, subject to proration.
• Additionally, 83,263 unexercised options to purchase HarborOne common stock, with an exercise price of $10.23 and an expiration date of August 15, 2027, were converted into options to purchase Eastern common stock, with adjusted terms based on the exchange ratio.

Sentiment

Score: 5

Explanation: The filing is a neutral, factual report of a pre-determined transaction resulting from a merger. It does not inherently convey positive or negative sentiment about the company's ongoing operations, but rather the completion of a corporate action.

Positives

• The merger provides HarborOne shareholders, including Director Sullivan, with a choice of cash or Eastern Bankshares stock, offering flexibility.
• The conversion of stock options ensures continuity of equity incentives in the acquiring entity, Eastern Bankshares.

Negatives

• The disposition of HarborOne shares and options means the reporting person no longer holds direct equity in HarborOne Bancorp, Inc.

Future Outlook

The filing reports the completion of a merger-related transaction, converting existing HarborOne securities into cash or Eastern Bankshares securities. It does not provide forward-looking statements regarding the combined entity's future performance or strategic direction.

Industry Context

This Form 4 reflects the finalization of a merger between two financial institutions, HarborOne Bancorp and Eastern Bankshares. Such mergers are common in the banking sector as institutions seek to achieve economies of scale, expand market reach, and enhance shareholder value through consolidation. The transaction aligns with a broader trend of consolidation within the regional banking industry.

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 details on the valuation multiples (e.g., price-to-book, price-to-earnings) used in the merger, a direct comparison to industry-standard merger valuations (e.g., recent regional bank mergers like M&T Bank's acquisition of People's United Financial or U.S. Bancorp's acquisition of MUFG Union Bank) is not possible from this Form 4 alone.
• The conversion of stock options into equivalent options of the acquiring company is a standard practice in M&A to ensure continuity of incentive compensation for executives and directors.

Related Party Transactions

• The indirect holding through Double Eagle LLC is noted, but no new related party transactions beyond the merger itself are detailed.

Stakeholder Impact

• Shareholders (HarborOne): Received cash or Eastern Bankshares stock as per the merger agreement.
• Shareholders (Eastern Bankshares): The merger expands Eastern Bankshares' operations and potentially its shareholder base.
• Director (Michael James Sullivan): His equity interest has transitioned from HarborOne to Eastern Bankshares, aligning his incentives with the acquiring company.

Next Steps

• The reporting person now holds shares or options in Eastern Bankshares, Inc., and will be subject to its reporting requirements for future transactions.

Key Dates

Keywords

HarborOne Bancorp, HONE, Eastern Bankshares, Merger, Form 4, Insider Trading, Beneficial Ownership, Stock Conversion, Director, Michael James Sullivan