Form 4: HarborOne Officer Converts Shares, Options in Eastern Merger

HarborOne Bancorp's EVP and Chief Legal Officer, Inez Friedman-Boyce, converted her common stock and stock options into Eastern Bankshares securities or cash following the recent merger.

Summary

• Inez Friedman-Boyce, EVP, Chief Legal Officer of HarborOne Bancorp, Inc., reported changes in beneficial ownership on November 1, 2025.
• The transactions occurred pursuant to a merger agreement dated April 24, 2025, between HarborOne Bancorp, Inc. and Eastern Bankshares, Inc.
• 13,601 shares of HarborOne common stock were acquired due to the vesting of outstanding performance units at the target level of performance.
• 43,129 shares of HarborOne common stock were disposed of, 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.
• 10,125 HarborOne stock options, with an original exercise price of $10.52, were disposed of and converted into options to purchase Eastern common stock, with adjusted terms.
• Following these reported transactions, the reporting person beneficially owns 0 shares of HarborOne common stock and 0 HarborOne stock options.

Sentiment

Score: 7

Explanation: The filing reflects the successful completion of a merger, with executive compensation (performance units) vesting at target and options converting. While it marks the end of HarborOne as an independent entity, it represents a structured and executed corporate action.

Positives

• Performance units held by the EVP, Chief Legal Officer, vested at the target level, indicating successful achievement of performance criteria related to the merger.
• The merger provides a clear exit strategy for HarborOne shareholders and option holders, offering either cash or equity in the acquiring entity.

Negatives

• The reporting person no longer directly holds shares or options in HarborOne Bancorp, Inc., signifying the cessation of HarborOne's independent equity structure.

Risks

• The final mix of cash and Eastern common stock received by HarborOne shareholders is subject to proration provisions outlined in the merger agreement.
• The value of Eastern Bankshares common stock received by former HarborOne shareholders is subject to market fluctuations post-merger.

Future Outlook

The filing indicates the completion of the merger between HarborOne Bancorp, Inc. and Eastern Bankshares, Inc., with all HarborOne shares and options being converted into Eastern securities or cash. The reporting person's future equity interest will be in Eastern Bankshares, Inc.

Management Comments

• "Pursuant to the merger agreement, dated as of April 24, 2025, by and among Eastern Bankshares, Inc. ("Eastern"), Eastern Bank, HarborOne Bancorp, Inc. ("HarborOne"), and HarborOne Bank (the "Merger Agreement"), each outstanding performance unit vested at the target level of performance."
• "Pursuant to the Merger Agreement, each share of HarborOne common stock was converted into the right to receive, at the election of the holder, either (i) $12.00 in cash or (ii) 0.765 shares of Eastern common stock (the "Exchange Ratio"), subject to certain proration provisions contained in the Merger Agreement."
• "Pursuant to the Merger Agreement, each outstanding and unexercised option to purchase shares of HarborOne common stock was converted into an option to purchase shares of Eastern common stock. As further described in the Merger Agreement, the number of underlying shares of resulting Eastern common stock subject to such options and the related exercise price were adjusted by the Exchange Ratio."

Industry Context

This filing 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. The merger of HarborOne into Eastern Bankshares is consistent with this trend.

Comparison to Industry Standards

• The filing does not provide sufficient information to compare the specific merger terms (e.g., premium paid, exchange ratio) to industry benchmarks or comparable transactions. Such an assessment would require detailed financial data for both HarborOne and Eastern Bankshares, as well as market data for similar banking sector mergers.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: HarborOne shareholders received cash or Eastern Bankshares stock, ending their direct ownership in HarborOne.
• Employees: The vesting of performance units for the EVP, Chief Legal Officer, suggests a positive outcome for her compensation related to the merger, though broader employee impacts are not detailed.

Next Steps

• Former HarborOne shareholders and option holders will now hold shares or options in Eastern Bankshares, Inc.
• Integration of HarborOne's operations into Eastern Bankshares, Inc.

Key Dates

Keywords

HarborOne Bancorp, HONE, Eastern Bankshares, Merger, Form 4, Insider Trading, Stock Options, Common Stock, Executive Compensation, Acquisition