Form 4: HarborOne Exec Reports Merger-Related Stock Changes

HarborOne Bancorp's EVP, Chief Lending Officer, H. Scott Sanborn, reported significant changes in his beneficial ownership of company stock and options following the merger with Eastern Bankshares.

Summary

• Reporting Person H. Scott Sanborn, EVP, Chief Lending Officer of HarborOne Bancorp, Inc., reported changes in beneficial ownership of company securities.
• Transactions occurred on November 1, 2025, pursuant to a merger agreement dated April 24, 2025, between Eastern Bankshares, Inc. and HarborOne Bancorp, Inc.
• 15,716 shares of common stock were acquired due to the vesting of performance units at the target level of performance.
• 78,573 shares of common stock were disposed of as 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 proration.
• 62,840 stock options with an exercise price of $10.23 were disposed of, as they were converted into options to purchase Eastern common stock, with the number of underlying shares and exercise price adjusted by the exchange ratio.
• Following these transactions, the reporting person beneficially owns 0 shares of HarborOne common stock and 0 derivative securities of HarborOne.

Sentiment

Score: 7

Explanation: The filing reports the expected transactional outcomes of a merger, which is generally a neutral to positive event for the involved parties, especially with performance units vesting at target. The reporting person's equity is transitioned to the acquiring entity.

Positives

• Performance units vested at the target level, indicating successful achievement of performance metrics for the reporting person.
• The merger provided HarborOne shareholders with an election to receive either $12.00 cash per share or 0.765 shares of Eastern common stock, offering flexibility and a defined value.

Negatives

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

Future Outlook

The filing indicates that outstanding options to purchase HarborOne common stock were converted into options to purchase Eastern common stock, suggesting a continued equity interest in the combined entity for the reporting person.

Industry Context

This filing reflects the finalization of a merger transaction in the banking sector, where consolidation is a common strategy for growth, efficiency, and market expansion. The conversion of shares and options into the acquiring company's securities is standard practice in such events.

Comparison to Industry Standards

• The conversion of shares at a fixed cash value ($12.00) or a fixed exchange ratio (0.765 shares of Eastern common stock) is a standard mechanism for merger consideration, comparable to similar bank mergers in the U.S. financial industry.
• The vesting of performance units at target level upon merger completion is a common provision in executive compensation plans, ensuring executives are rewarded for achieving pre-defined goals up to the point of acquisition.
• The adjustment and conversion of stock options into options of the acquiring entity, based on the exchange ratio, is a typical method to preserve the economic value of employee equity incentives post-merger.

Stakeholder Impact

• Shareholders (HarborOne): Received cash or Eastern Bankshares stock, realizing value from their investment.
• Employees (HarborOne): Executives like the reporting person had their equity incentives (performance units, stock options) converted or vested, aligning their interests with the new combined entity.

Next Steps

• The reporting person now holds options in Eastern Bankshares, Inc., implying continued involvement with the combined entity.

Key Dates

Recommendation

This Form 4 details the transactional outcomes for an insider following a pre-announced merger. It does not provide new information that would fundamentally alter the investment thesis for either HarborOne (which has been acquired) or Eastern Bankshares. For investors holding Eastern Bankshares, this simply confirms the expected integration of executive compensation. For former HarborOne shareholders, the transaction is complete. Therefore, a 'hold' recommendation for Eastern Bankshares is appropriate, as this filing doesn't present new catalysts for a buy or sell decision.

Keywords

HarborOne Bancorp, HONE, Eastern Bankshares, Merger, Form 4, Beneficial Ownership, Stock Options, Executive Compensation, SEC Filing, Sanborn H. Scott