As previously disclosed, on April 24, 2025, Eastern Bankshares, Inc. (“Eastern”), the holding company for Eastern Bank,
Eastern Bank, HarborOne Bancorp, Inc. (“HarborOne”), the holding company for HarborOne Bank, and HarborOne Bank entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, Eastern will acquire HarborOne and HarborOne Bank through the merger of HarborOne with and into Eastern, with Eastern as the surviving entity (the “Holdco Merger”), and, immediately
thereafter, the merger of HarborOne Bank with and into Eastern Bank, with Eastern Bank as the surviving entity (the “Bank Merger” and, together with the Holdco Merger, the “Merger Transaction”).
On October 28, 2025, Eastern and HarborOne jointly issued a press release announcing the following:
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The closing occurred on October 28, 2025 under the Merger Agreement, with Eastern and HarborOne having
determined that all closing conditions under the Merger Agreement had been satisfied. |
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The Merger Transaction will become effective shortly after midnight (Eastern Time) on November 1, 2025 (the
“Effective Time”), pursuant to articles of merger that Eastern and HarborOne filed after the closing today. |
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Eastern and Eastern Bank have appointed Joseph F. Casey and Michael J. Sullivan to become directors of Eastern
and Eastern Bank, effective as of the Effective Time, in accordance with the terms of the Merger Agreement. Until the Effective Time, Mr. Casey is the President and Chief Executive Officer and Member of the Board of Directors, and
Mr. Sullivan is the Chairman of the Board of Directors, of HarborOne and HarborOne Bank. |
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As previously disclosed, the deadline is 5:00 p.m. (Eastern Time) on October 28, 2025 for holders of
HarborOne common stock to elect their preferred form of merger consideration by completing the election materials previously sent to such holders. Eastern anticipates that it will announce on or before Monday, November 3, 2025, the results of
the allocation and proration procedures set forth in the Merger Agreement. |
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As previously disclosed, HarborOne common stock will be delisted from the NASDAQ Global Select Market in
connection with the Merger following the close of trading on October 31, 2025, the last day on which HarborOne common stock will trade. |
A copy of the October 28, 2025 press release is provided herewith as Exhibit 99.1 and incorporated herein by reference.
Caution Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the
meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact
that they do not relate strictly to historical or current facts. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,”
“potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. Forward-looking statements, by their
nature, are subject to risks and uncertainties. There are many factors that could cause actual results to differ materially from expected results described in the forward-looking statements.
Factors relating to the proposed Merger Transaction that could cause or contribute to actual results differing materially from expected
results include, but are not limited to, the possibility that revenue or expense synergies or the other expected benefits of the Merger Transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the
Merger Transaction may not be timely completed, if at all; that prior to the completion of the Merger Transaction or thereafter, Eastern or HarborOne may not perform as expected due to Merger Transaction-related uncertainty or other factors; that
Eastern is unable to successfully implement its integration strategies; reputational risks and the reaction of the companies’ customers to the Merger Transaction; the inability to implement onboarding or transition plans and other consequences
associated with the Merger Transaction; 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
