Eastern Bankshares details HarborOne merger elections

Accepted by SEC EDGAR 09/25/2025 - 03:25 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Eastern Bankshares, Inc. filed an amended report describing progress on its pending merger with HarborOne Bancorp, Inc. Eastern has mailed election materials so HarborOne shareholders can choose to receive Eastern common stock, cash, or a mix as their merger consideration.

HarborOne shareholders approved the merger agreement on August 20, 2025. Eastern currently anticipates that all required regulatory approvals and closing conditions will be satisfied by October 31, 2025, with the holding company merger effective at 12:01 a.m. on November 1, 2025 and the bank merger at 12:02 a.m., while noting approvals and timing are not assured.

The exchange agent mailed election packages on September 24, 2025. The anticipated election deadline is 5:00 p.m. Eastern Time on October 28, 2025, with an earlier October 23, 2025 deadline for ESOP and 401(k) participants, and an information agent is available to answer shareholder questions.

Insights

Bank M&A and corporate actions analyst

Amendment details HarborOne merger election process and expected closing timeline, without changing deal terms.

This amendment explains how HarborOne shareholders can elect to receive Eastern Bankshares stock, cash, or a mix in the previously announced merger. It confirms that election materials were mailed on September 24, 2025 and outlines mechanics using an exchange agent and information agent.

The filing reiterates that HarborOne shareholders approved the merger on August 20, 2025 and that Eastern anticipates satisfying regulatory approvals and other conditions by October 31, 2025, targeting effectiveness of the holding company and bank mergers minutes after midnight on November 1, 2025. It also emphasizes that approvals and timing remain subject to uncertainty.

Overall, this is an operational and timing update rather than a change in financial terms. Actual impact on investors will depend on regulatory outcomes and shareholder elections, which will be reflected in future company communications once the closing and consideration mix are finalized.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Eastern Bankshares (EBC) disclose about the HarborOne merger in this 8-K/A?

Eastern Bankshares describes procedural steps and timing for its HarborOne merger. The filing explains that HarborOne shareholders received election materials to choose Eastern stock, cash, or a mix, confirms prior HarborOne shareholder approval, and outlines anticipated merger effectiveness in early hours of November 1, 2025, subject to regulatory approvals.

What choices do HarborOne shareholders have for merger consideration from Eastern Bankshares (EBC)?

HarborOne shareholders may elect Eastern stock, cash, or a combination. Election materials sent by Eastern allow each shareholder to choose the form of consideration for their HarborOne common stock, subject to allocation and proration provisions described in the merger agreement and related proxy statement and election documents.

When are the key election deadlines for HarborOne shareholders in the Eastern Bankshares (EBC) merger?

The anticipated main election deadline is October 28, 2025 at 5:00 p.m. Eastern Time. Participants in HarborOne’s ESOP and 401(k) plans have an earlier anticipated deadline of October 23, 2025 at 5:00 p.m. Eastern Time. Eastern and HarborOne intend to announce the definitive election deadline in advance.

What is the expected closing timeline for the Eastern Bankshares (EBC) and HarborOne merger?

Eastern anticipates satisfying conditions by October 31, 2025 and closing on November 1, 2025. The holding company merger is expected effective at 12:01 a.m., followed by the bank merger at 12:02 a.m., although the filing notes regulatory approvals and timing cannot be assured.

How can HarborOne shareholders get help with the Eastern Bankshares (EBC) merger election process?

Shareholders can contact Innisfree M&A Incorporated, the information agent. They may call the listed toll-free number during specified Eastern Time hours, or contact their broker, bank, trust company, or other nominee, to obtain election materials, ask questions, and receive assistance regarding the merger and election process.

What risks and uncertainties does Eastern Bankshares (EBC) highlight regarding the HarborOne merger?

The filing cites typical merger-related and banking industry risks. These include potential failure to realize synergies, possible delays or failure to obtain regulatory approvals, integration challenges, customer reactions, and broader banking pressures such as interest rate changes, credit quality developments, competition, and legislative or regulatory changes affecting costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

0001810546 0001810546 2025-09-25 2025-09-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 25, 2025

EASTERN BANKSHARES, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts		001-39610		84-4199750
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

125 High Street, Boston, Massachusetts		02110
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 327-8376

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		EBC		Nasdaq Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Eastern Bankshares, Inc. (“Eastern”), the holding company for Eastern Bank, and HarborOne Bancorp, Inc. (“HarborOne”), the holding company for HarborOne Bank, today jointly announced that Eastern has caused the election form and letter of transmittal (together with the related instructions, the “Election Materials”) to be distributed to holders of HarborOne common stock so HarborOne shareholders may elect to receive either Eastern common stock, cash or a combination of both upon the completion of the previously announced pending combination of Eastern and HarborOne. A copy of the press release is attached to this Current Report on Form 8-K/A as Exhibit 99.1 and is incorporated herein by reference.

As previously disclosed, on April 24, 2025, Eastern, Eastern Bank, HarborOne 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, including the approval of the Merger Agreement by HarborOne shareholders and Eastern’s receipt of all required regulatory approvals, 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 August 20, 2025, HarborOne announced that its shareholders approved the Merger Agreement.

Eastern continues to anticipate, as of the date of this Current Report on Form 8-K/A, that all required approvals will be received and all of the other closing conditions will be satisfied by October 31, 2025, and the Holdco Merger and the Bank Merger will become effective as of 12:01 a.m. and 12:02 a.m., respectively, on November 1, 2025, although Eastern cannot provide any assurance that all required regulatory approvals, waivers or consents will be obtained, when they will be obtained, or whether there will be burdensome conditions in the approvals or any litigation challenging the approvals.

Mailing of Election Materials

On September 24, 2025, Continental Stock Transfer & Trust Company, the exchange agent appointed by Eastern (the “Exchange Agent”), mailed the Election Materials to holders of record of HarborOne common stock to make an election (the “Election”) as to the form of merger consideration they wish to receive in exchange for the HarborOne common stock they own. The Election process of HarborOne shareholders is referred to herein as the “Shareholder Election Process”. A copy of the Election Materials are attached to this Current Report on Form 8-K/A as Exhibit 99.2 and are incorporated herein by reference.

As further described in the Election Materials, for a HarborOne shareholder to make a valid election, a properly completed Election Form and any HarborOne stock certificate(s), together with any other required documents described in the Election Materials, must be received by the Exchange Agent prior to the election deadline. The election deadline for HarborOne shareholders is anticipated to be 5:00 P.M. (Eastern Time) on October 28, 2025 (with an earlier deadline of 5:00 P.M. (Eastern Time) on October 23, 2025 for those who own HarborOne common stock through the HarborOne ESOP and 401(k) plans). Eastern and HarborOne intend to announce the definitive election deadline (the “Election Deadline”) at least 5 business days (but not more than 15 business days) prior to the Election Deadline.

Eastern has engaged Innisfree M&A Incorporated, to serve as information agent (the “Information Agent”) in connection with the Shareholder Election Process. HarborOne shareholders who have questions about the Shareholder Election Process, want up-to-date information on the Election Deadline or wish to obtain copies of the Election Materials may contact Innisfree M&A Incorporated via telephone at (877) 800-5182 from 10 a.m. to 7 p.m. (Eastern Time) Monday to Friday, and Saturday from 10 a.m. to 12 noon (Eastern Time).

HarborOne shareholders may also contact their broker, dealer, commercial bank or trust company or other nominee, if applicable, for assistance concerning the Merger Transaction and the Shareholder Election Process.

Elections made by HarborOne shareholders are subject to the allocation and proration provisions in the Merger Agreement, which are summarized in the Election Materials and the definitive proxy statement/prospectus, which forms part of the registration statement on Form S-4 (File No. 333-288117) that Eastern filed with the Securities and Exchange Commission on June 17, 2025. (In the event of any inconsistency between the Merger Agreement and the Election Materials or the definitive proxy statement/prospectus, the terms of the Merger Agreement will control.)

HarborOne shareholders and participants in HarborOne’s ESOP and 401(k) should carefully read the Election Materials provided to them, as well as the relevant portions of the definitive proxy statement/prospectus and the Merger Agreement, before making their Elections.

Caution Regarding Forward-Looking Statements

This Current Report on Form 8-K/A 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; that required regulatory or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; that the timing of completion of the proposed Merger Transaction is dependent on various factors that cannot be predicted with precision at this point; 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; 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, and legislative, regulatory, and fiscal policy changes and related compliance costs; and diversion of management time on Merger Transaction-related issues.

These forward-looking statements are also subject to the risks and uncertainties applicable to our respective businesses generally that are disclosed in Eastern’s and HarborOne’s respective 2024 Annual Reports on Form 10-K. Eastern’s and HarborOne’s SEC filings are accessible on the SEC’s website at sec.gov and on their respective corporate websites of Eastern and HarborOne at investor.easternbank.com and harboronebancorp.com. These web addresses are included as inactive textual references only. Information on these websites is not part of this document. For any forward-looking statements made in this press release, Eastern and HarborOne claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Except as required by law, each company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release
99.2		Election Form
104		Cover Page Interactive Data File (embedded within Inline XBRL documents)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

				EASTERN BANKSHARES, INC.
				By:		/s/ R. David Rosato
DATE: September 25, 2025						R. David Rosato
						Chief Financial Officer