8-K: HarborOne Merger: Shareholder Election & Blackout Periods

HarborOne Bancorp announces the distribution of merger election forms and details blackout periods for employee benefit plans ahead of its acquisition by Eastern Bankshares.

Summary

• HarborOne Bancorp, Inc. and Eastern Bankshares, Inc. entered into an Agreement and Plan of Merger on April 24, 2025, for Eastern to acquire HarborOne.
• HarborOne shareholders will receive, at their election, either 0.765 shares of Eastern common stock or $12.00 in cash for each share of HarborOne common stock.
• The cash and stock consideration is subject to proration, ensuring that 75% to 85% of total HarborOne shares receive stock consideration.
• Election forms and letters of transmittal were distributed to HarborOne shareholders on September 24, 2025.
• The anticipated general shareholder election deadline is 5:00 p.m. (Eastern Time) on October 28, 2025.
• An earlier election deadline of 5:00 p.m. (Eastern Time) on October 23, 2025, applies to those owning HarborOne common stock through the HarborOne ESOP and 401(k) plans.
• Blackout periods are imposed on the HarborOne Bank 401(k) Plan, HarborOne Mortgage LLC Retirement Plan, and the HarborOne Bancorp, Inc. Employee Stock Ownership Plan (ESOP).
• The Plans Blackout Period is expected from 4:00 p.m. ET on October 23, 2025, to 4:00 p.m. ET on November 4, 2025, during which participants cannot direct or diversify HarborOne Stock Fund assets.
• The ESOP Blackout Period is expected from 4:00 p.m. ET on October 24, 2025, to November 17, 2025, during which the ESOP will not process distribution requests.
• Directors and executive officers of HarborOne are prohibited from trading HarborOne Common Stock during the BTR Blackout Period, which is expected from October 23, 2025, to November 17, 2025.

Sentiment

Score: 7

Explanation: The filing indicates the merger is progressing as planned, which is generally positive for shareholders awaiting the transaction. The temporary restrictions due to blackout periods are a necessary administrative step rather than a negative development.

Positives

• The merger process is progressing as planned with the distribution of election forms to shareholders.
• Shareholders are provided with flexibility to choose between stock or cash consideration for their shares.
• The clear communication of deadlines and blackout periods helps ensure an orderly transition for the merger.

Negatives

• Participants in the HarborOne 401(k) and Retirement Plans will be unable to direct or diversify assets in HarborOne Stock Fund accounts during the Plans Blackout Period (October 23 November 4, 2025).
• The ESOP will not process any distribution requests during the ESOP Blackout Period (October 24 November 17, 2025).
• Directors and executive officers are prohibited from purchasing, selling, or transferring HarborOne Common Stock during the BTR Blackout Period (October 23 November 17, 2025).

Risks

• Revenue or expense synergies or other expected benefits of the merger may not materialize in the timeframe expected or at all, or may be more costly to achieve.
• The merger may not be timely completed, if at all.
• Prior to or after the completion of the merger, Eastern or HarborOne may not perform as expected due to merger-related uncertainty or other factors.
• Required regulatory or other approvals may not be obtained, or other closing conditions may not be satisfied in a timely manner or at all.
• The timing of completion of the proposed merger is dependent on various factors that cannot be predicted with precision.
• Reputational risks and the reaction of the companies' customers to the merger.
• Inability to implement onboarding or transition plans and other consequences associated with the merger.
• Continued pressures and uncertainties within the banking industry and Eastern and HarborOne's markets, including changes in interest rates and deposit amounts and composition.
• Adverse developments in the level and direction of loan delinquencies, charge-offs, and estimates of the adequacy of the allowance for loan losses.
• Increased competitive pressures, asset and credit quality deterioration, and legislative, regulatory, and fiscal policy changes and related compliance costs.
• Diversion of management time on merger-related issues.

Future Outlook

The filing indicates the ongoing progression towards the completion of the merger between HarborOne Bancorp, Inc. and Eastern Bankshares, Inc. Shareholders are now in the process of electing their preferred consideration (stock or cash), and temporary blackout periods are being implemented to facilitate the administrative and conversion processes for employee benefit plans. The successful completion of these steps is crucial for the finalization of the acquisition.

Management Comments

• HarborOne and Eastern issued a joint press release announcing that Eastern has caused the election form and letter of transmittal to be distributed to holders of HarborOne Common Stock so HarborOne shareholders may elect to receive either Eastern common stock, cash or a combination of both upon the completion of the previously announced pending combination of Eastern and HarborOne.

Industry Context

This merger update reflects the continued trend of consolidation within the U.S. regional banking sector. Such acquisitions are often driven by the pursuit of economies of scale, increased market share, and the ability to better manage regulatory compliance costs and competitive pressures. The provision of both stock and cash options is a common strategy in these transactions to appeal to a broader range of shareholder preferences.

Corporate Governance

Stakeholder Impact

• Shareholders: Will need to make an election regarding the form of consideration (stock or cash) for their shares, with specific deadlines.
• Employees (participating in 401(k) and Retirement Plans): Will experience a temporary inability to direct or diversify assets held in HarborOne Stock Fund accounts.
• Employees (participating in ESOP): Will experience a temporary inability to process distribution requests from the ESOP.
• Directors and Executive Officers: Will be subject to a temporary prohibition on trading HarborOne Common Stock and related derivative securities.

Next Steps

• HarborOne shareholders to submit their election forms for stock or cash consideration by the respective deadlines.
• Eastern and HarborOne intend to announce the definitive election deadline at least 5 business days (but not more than 15 business days) prior to the Election Deadline.
• Completion of the administrative and conversion process for shares held in the HarborOne employee benefit plans and ESOP.
• Finalization of the merger of HarborOne with and into Eastern, with Eastern as the surviving entity.

Key Dates

Recommendation

The filing details the procedural steps for a previously announced merger, including shareholder election options and blackout periods. For existing shareholders, the primary action is to make an election regarding their consideration (cash or stock). There is no new information that would fundamentally alter the investment thesis beyond the merger terms already known. A 'Hold' recommendation is appropriate as the stock's value is now largely tied to the merger consideration, and significant independent price movement is less likely until the merger is complete.

Keywords

Merger, Acquisition, Bank, Financial Services, Shareholder Election, Blackout Period, Employee Stock Ownership Plan, 401(k), Eastern Bankshares, HarborOne Bancorp