Eastern Bankshares, Inc. SEC Filings

Eastern Bankshares (EBC) reported an initial statement of beneficial ownership by a director following the HarborOne merger effective November 1, 2025. The merger consideration allowed each HarborOne share to elect either $12.00 in cash or 0.765 shares of Eastern common stock, subject to proration.

The filing lists 36,112 common shares held directly, plus indirect holdings including 107,160 by spouse and 83,962 by trust, along with IRA, ESOP, and 401(k) positions. Converted stock options now cover 118,947 shares at $11.74, 101,912 at $12.8, and 101,912 at $13.38. Per the merger agreement, these options must be exercised no later than February 1, 2026.

Eastern Bankshares (EBC) director filed a Form 3 reporting initial ownership following the HarborOne merger effective November 1, 2025. The filing lists 64,627 shares of common stock held directly, plus 707 shares held indirectly via Double Eagle LLC and 711 shares in a rollover 401(k).

It also reports a stock option to purchase 63,696 shares of common stock at an exercise price of $13.38, which must be exercised no later than May 1, 2026. Per the merger terms, HarborOne holders could elect $12.00 in cash or 0.765 EBC shares per HarborOne share, subject to proration.

Eastern Bankshares (EBC) reported stronger Q3 2025 results. Net income was $106,144 thousand with diluted EPS of $0.53, reversing a loss in the prior year’s quarter. Net interest income rose to $200,248 thousand as deposit costs eased, and the provision for loan losses was $7,100 thousand.

Noninterest income was $41,252 thousand. For the nine months, results reflect a net loss of $11,289 thousand, driven by $269,638 thousand of losses on sales of securities available for sale. The quarterly turnaround highlights core banking performance versus earlier portfolio repositioning effects.

On the balance sheet, total assets were $25,457,699 thousand, loans were $18,828,649 thousand, and deposits were $21,117,348 thousand as of September 30, 2025. Shareholders’ equity was $3,805,525 thousand, and accumulated other comprehensive loss improved to $263,502 thousand (net of tax). The company declared a $0.13 per-share dividend for the quarter. Common shares outstanding were 210,797,930 as of October 31, 2025.

Eastern Bankshares, Inc. (EBC) filed an 8-K/A to correct disclosures on merger consideration elections and shares issued in its completed acquisition of HarborOne Bancorp. The merger became effective on November 1, 2025 at 12:01 a.m. ET, with HarborOne merging into Eastern and HarborOne Bank merging into Eastern Bank. HarborOne Mortgage will operate as a wholly owned subsidiary until a planned merger into Eastern Bank in February 2026.

After elections and proration, 84.99% of HarborOne shares received stock consideration and 15.01% received cash. Approximately 26,936,260 shares of Eastern common stock were issued, including settlements of HarborOne PSUs and RSAs. Cash consideration was funded with cash on hand, including a $125 million dividend from Eastern Bank. Joseph F. Casey and Michael J. Sullivan joined the boards of Eastern and Eastern Bank with designated committee assignments.

Eastern Bankshares (EBC) completed its acquisition of HarborOne Bancorp effective at 12:01 a.m. ET on November 1, 2025. HarborOne merged into Eastern, and immediately after, HarborOne Bank merged into Eastern Bank; Eastern is keeping HarborOne Mortgage as a wholly owned subsidiary until a planned merger into Eastern Bank in February 2026.

Merger consideration was split by proration: 84.99% of HarborOne shares were converted into stock consideration and 15.01% into cash consideration. Before proration, approximately 91.87% of shares elected stock, 2.03% elected cash, and 6.10% made no election. Eastern issued approximately 41,430,788 shares of Eastern common stock in the transaction, including settlement of HarborOne PSUs and RSAs. The cash portion was funded with cash on hand, including a $125 million dividend from Eastern Bank.

Eastern added two former HarborOne leaders to its boards: Joseph F. Casey (term to 2027), joining the Risk Management Committee and the Eastern Bank Foundation board, and Michael J. Sullivan (term to 2026), joining the Nominating and Governance Committees and the Trust Committee.

Eastern Bankshares, Inc. filed a Form S-8 registering up to 415,000 shares of common stock to be issued immediately after the HarborOne merger, effective November 1, 2025. These unrestricted shares will satisfy stock consideration owed on vested HarborOne restricted stock and performance-based RSUs under the assumed HarborOne Bancorp, Inc. 2025 Equity Incentive Plan.

Under the merger terms, each HarborOne common share is eligible to receive either 0.765 Eastern shares, $12.00 in cash, or a mix, subject to proration and allocation procedures. The S-8 covers delivery of Eastern shares where stock consideration is elected or allocated for the HarborOne awards, aligning plan obligations with the post-merger capital structure.

Eastern Bankshares (EBC) insider filing: the Chief Financial Officer reported two open‑market purchases of common stock. On 10/28/2025, 10,000 shares were purchased at $17.08, and on 10/29/2025, 10,000 shares were purchased at $16.88. Both transactions are reported as indirect ownership by spouse in trust.

Following these transactions, indirect beneficial ownership is shown as 30,000 shares after the first purchase and 40,000 shares after the second. Direct beneficial ownership is listed as 8,022 shares.

Eastern Bankshares, Inc. (EBC) announced its merger with HarborOne Bancorp, Inc. will be effective on November 1, 2025. The transaction will occur in two steps: HarborOne will merge with and into Eastern, followed by the merger of HarborOne Bank into Eastern Bank. Eastern will be the surviving holding company and Eastern Bank the surviving bank.

The companies reiterated standard forward-looking risks, including integration execution, customer reaction, industry conditions, and credit quality trends. As of September 30, 2025, Eastern Bank reported approximately $25.5 billion in assets, providing scale context for the combined organization.

Eastern Bankshares, Inc. (EBC) reported that on October 28, 2025, Eastern and HarborOne jointly issued a press release regarding their previously announced merger. The companies entered into a Merger Agreement on April 24, 2025 under which HarborOne will merge with and into Eastern, followed by HarborOne Bank merging with and into Eastern Bank.

The filing reiterates customary forward-looking statement cautions and outlines potential risks to the Merger Transaction, including timing and integration challenges, the realization of revenue or expense synergies, customer and reputational impacts, industry conditions such as interest rate and deposit changes, credit quality trends, competitive pressures, regulatory and policy changes, and management diversion. The press release is furnished as Exhibit 99.1.