8-K: HarborOne Sets Merger Election Deadline, Delisting

HarborOne Bancorp, Inc. announced the election deadline for its merger consideration with Eastern Bankshares, Inc. and its anticipated delisting from NASDAQ.

Summary

• HarborOne Bancorp, Inc. (HarborOne) provided formal notice to NASDAQ of its intention to voluntarily delist its common stock in connection with its anticipated merger with Eastern Bankshares, Inc. (Eastern).
• The deadline for HarborOne common stock holders to elect their preferred form of merger consideration (stock, cash, or a combination) is 5:00 p.m. (Eastern Time) on October 28, 2025.
• HarborOne ESOP and 401(k) plan participants have an earlier election deadline of 5:00 p.m. (Eastern Time) on October 23, 2025.
• The Merger Transaction is expected to become effective shortly after midnight (Eastern Time) on November 1, 2025.
• HarborOne intends to file a Form 25 with the SEC on or about October 28, 2025, for delisting and deregistration.
• The last trading day for HarborOne common stock on the NASDAQ Global Select Market will be October 31, 2025.
• Shareholders can elect to receive 0.765 shares of Eastern common stock per HarborOne share (Stock Consideration) or $12.00 in cash per HarborOne share (Cash Consideration), subject to allocation and proration procedures.
• The allocation procedures ensure that 75% to 85% of aggregate HarborOne shares will receive Stock Consideration, with the remainder receiving Cash Consideration.

Sentiment

Score: 7

Explanation: The sentiment is positive as the filing confirms the merger is on track for completion with clear deadlines and an effective date. This provides certainty to shareholders regarding the transaction. The delisting is a natural consequence of the merger, not a negative surprise.

Positives

• The announcement provides clear timelines and instructions for HarborOne shareholders regarding the merger consideration election process, reducing uncertainty.
• The expected effective date of November 1, 2025, confirms the merger is progressing as planned towards completion.
• Shareholders have the option to elect between stock and cash consideration, offering flexibility based on their investment preferences.

Negatives

• The delisting of HarborOne common stock from NASDAQ on October 31, 2025, means the company's shares will no longer trade independently, removing a standalone investment option.
• Shareholders who do not make a proper election by the deadline will have their consideration determined by the allocation and proration procedures, potentially not receiving their preferred form.

Risks

• Revenue or expense synergies or other expected benefits of the Merger Transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve.
• The Merger Transaction may not be timely completed, if at all.
• Prior to or after the completion of the Merger Transaction, Eastern or HarborOne may not perform as expected due to Merger Transaction-related uncertainty or other factors.
• Eastern may be unable to successfully implement its integration strategies.
• Reputational risks and the reaction of the companies' customers to the Merger Transaction.
• 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.
• Legislative, regulatory, and fiscal policy changes and related compliance costs.
• Diversion of management time on Merger Transaction-related issues.

Future Outlook

The Merger Transaction between HarborOne and Eastern is expected to become effective on November 1, 2025, following the completion of the merger consideration election process by October 28, 2025. HarborOne's common stock will cease trading on NASDAQ after October 31, 2025, and the company will be delisted.

Management Comments

• Eastern and HarborOne jointly announced the deadline for HarborOne common stock holders to elect their preferred form of merger consideration is 5:00 p.m. (Eastern Time) on October 28, 2025, unless extended.
• Eastern and HarborOne expect the Merger Transaction to become effective shortly after midnight (Eastern Time) on November 1, 2025.
• HarborOne has initiated the process to delist its Common Stock from the NASDAQ Global Select Market following the close of trading on October 31, 2025, which will be the last day for trading.

Industry Context

This merger update reflects a continuing trend of consolidation within the U.S. banking sector, where larger institutions acquire smaller ones to expand market share, achieve economies of scale, and enhance service offerings. Such transactions are often driven by competitive pressures, regulatory changes, and the pursuit of operational efficiencies.

Stakeholder Impact

• Shareholders: Will receive merger consideration (cash, stock, or a combination) and will no longer hold shares in an independently traded HarborOne Bancorp.
• Employees: Will be impacted by the integration into Eastern Bank, potentially leading to changes in roles, responsibilities, or organizational structure.
• Customers: HarborOne Bank customers will transition to Eastern Bank, potentially experiencing changes in services, branch access, or account management.

Next Steps

• HarborOne common stock holders must submit their merger consideration election forms by 5:00 p.m. (Eastern Time) on October 28, 2025.
• HarborOne ESOP and 401(k) plan participants must submit their elections by 5:00 p.m. (Eastern Time) on October 23, 2025.
• HarborOne will file a Form 25 with the SEC on or about October 28, 2025, to delist and deregister its common stock.
• The last trading day for HarborOne common stock on NASDAQ will be October 31, 2025.
• The Merger Transaction is expected to become effective on November 1, 2025.

Key Dates

Recommendation

For existing HarborOne shareholders, the recommendation is to hold their shares until the merger's effective date to receive the agreed-upon merger consideration (either Eastern Bankshares stock, cash, or a combination). The company is being acquired and will be delisted, so there is no long-term standalone investment thesis for HarborOne. The election deadline is imminent, and holding ensures participation in the merger terms.

Keywords

HarborOne Bancorp, Eastern Bankshares, Merger, Acquisition, Delisting, Banking, Financial Services, Stock Consideration, Cash Consideration, NASDAQ