Form 4: HarborOne Officer Converts Shares Post-Merger

Brenda Carolyn Diepold, EVP and Chief Banking Officer of HarborOne Bancorp, Inc., reported the conversion of her HarborOne equity holdings into Eastern Bankshares, Inc. securities and cash following the merger agreement.

Summary

• Brenda Carolyn Diepold, EVP, Chief Banking Officer of HarborOne Bancorp, Inc., reported changes in beneficial ownership.
• On November 1, 2025, 12,497 shares of HarborOne common stock were acquired due to performance units vesting at target level, as per the merger agreement dated April 24, 2025.
• On the same date, 47,510 shares of HarborOne common stock held directly were disposed of.
• Additionally, 325 shares of HarborOne common stock held indirectly via a 401K were disposed of.
• These dispositions occurred as each HarborOne common stock share was converted into the right to receive either $12.00 in cash or 0.765 shares of Eastern common stock, subject to proration.
• Outstanding and unexercised options to purchase 23,451 shares of HarborOne common stock (with an exercise price of $10.6) 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 holds 0 direct and 0 indirect beneficial ownership of HarborOne common stock and 0 direct beneficial ownership of HarborOne stock options.

Sentiment

Score: 7

Explanation: The filing reflects the successful completion of a merger for HarborOne, with performance units vesting at target and shareholders receiving consideration. While it marks the end of HarborOne as an independent entity, the terms appear to be executed as planned, which is a positive for the reporting person and former shareholders.

Positives

• Performance units vested at the target level, indicating successful achievement of performance metrics prior to the merger.
• The merger provided an exit for HarborOne shareholders, offering a choice between $12.00 cash or 0.765 shares of Eastern common stock per share.

Negatives

• The reporting person no longer holds direct or indirect beneficial ownership in HarborOne Bancorp, Inc., as the company has been acquired.

Future Outlook

The filing primarily reports past transactions related to a completed merger and does not provide forward-looking statements or guidance for the combined entity.

Industry Context

This filing reflects the finalization of a merger in the banking sector, where HarborOne Bancorp, Inc. was acquired by Eastern Bankshares, Inc. Such consolidation is a common trend in the financial services industry, driven by factors like economies of scale, market expansion, and competitive pressures.

Comparison to Industry Standards

• This Form 4 details the mechanics of an executive's equity conversion following a merger, which is standard practice in M&A transactions.
• The specific terms of the merger, such as the $12.00 cash consideration or 0.765 Eastern shares per HarborOne share, would be compared to other regional bank mergers to assess the deal's valuation. For example, recent regional bank mergers have seen varying premiums, often influenced by market conditions, asset quality, and strategic fit. Without specific details on the pre-merger valuation of HarborOne or Eastern, a direct comparison of the exchange ratio or cash price to industry benchmarks is limited to the general observation that such conversions are typical.

Stakeholder Impact

• Shareholders (former HarborOne): Received cash or Eastern Bankshares, Inc. stock as per the merger agreement.
• Employees (former HarborOne): The reporting person, as an EVP, had performance units vest, indicating a positive outcome for her compensation related to the merger. Other employees' situations are not detailed but would be impacted by the merger.

Next Steps

• The reporting person now holds equity in Eastern Bankshares, Inc. (post-conversion of options).
• Further filings would be required for any future transactions involving Eastern Bankshares, Inc. securities by the reporting person.

Key Dates

Keywords

HarborOne Bancorp, HONE, Eastern Bankshares, Merger, Form 4, Insider Trading, Stock Option Conversion, Equity Disposal, Brenda Carolyn Diepold, Banking, Financial Services