Form 4: HarborOne Director Disposes Shares Post-Merger

HarborOne Bancorp Director Barry R. Koretz reported the disposition of all his common stock and stock options following the merger with Eastern Bankshares, Inc.

Summary

• Director Barry R. Koretz reported changes in beneficial ownership of HarborOne Bancorp, Inc. securities.
• The transactions occurred on November 1, 2025, following a merger agreement dated April 24, 2025, with Eastern Bankshares, Inc.
• Koretz disposed of 65,701 shares of HarborOne common stock.
• Each HarborOne common stock share was converted into either $12.00 in cash or 0.765 shares of Eastern common stock, subject to proration.
• Koretz also disposed of 83,263 stock options to purchase HarborOne common stock, with an exercise price of $10.23.
• These options were converted into options to purchase Eastern common stock, with adjusted shares and exercise price based on the exchange ratio.
• Following these transactions, Koretz beneficially owns 0 shares of HarborOne common stock and 0 derivative securities related to HarborOne.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, which is generally a positive event for the acquiring company and provides a clear exit for the acquired company's shareholders. The terms offered a choice of cash or stock, indicating a structured and potentially favorable outcome for shareholders.

Positives

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

Negatives

• The reporting person, a director, 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 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 shareholders now holding either cash or shares in Eastern. The future outlook for former HarborOne shareholders is now tied to the performance of Eastern Bankshares, Inc.

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, or enhance financial stability.

Comparison to Industry Standards

• The merger consideration, offering both cash and stock options, is a common structure in banking acquisitions, providing flexibility to target shareholders.
• The adjustment of stock options to reflect the acquiring company's shares and exercise price is standard practice to preserve the economic value of employee incentives post-merger.

Corporate Governance

Stakeholder Impact

• Shareholders (HarborOne): Received cash or Eastern Bankshares stock, concluding their investment in HarborOne.
• Employees (HarborOne): Stock options converted to Eastern Bankshares options, maintaining incentive alignment within the new structure.
• Management (HarborOne): Director Barry R. Koretz's holdings were converted, indicating the finalization of the merger's impact on leadership equity.

Next Steps

• Former HarborOne shareholders who elected Eastern common stock will now monitor the performance of Eastern Bankshares, Inc.
• Former HarborOne option holders will now hold options for Eastern common stock and will monitor Eastern's share price.

Key Dates

Keywords

HarborOne Bancorp, HONE, Eastern Bankshares, Merger, Form 4, Insider Trading, Stock Options, Director, Barry R. Koretz, Acquisition