EBC details two-step HarborOne merger in new 8-K filing

Rhea-AI Filing Summary

Eastern Bankshares, Inc. (EBC) filed an 8-K noting a joint press release with HarborOne Bancorp, Inc. about their previously announced merger. The transaction structure remains a two-step process: HarborOne will merge with and into Eastern (the Holdco Merger), followed immediately by HarborOne Bank merging with and into Eastern Bank (the Bank Merger), with Eastern and Eastern Bank as the surviving entities.

The filing reiterates standard forward-looking statement cautions, highlighting risks around timing, integration, anticipated synergies, customer reactions, industry conditions, and regulatory and competitive factors. A copy of the October 16, 2025 press release is furnished as Exhibit 99.1.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 16, 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.

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 16, 2025, Eastern and HarborOne jointly issued a press release announcing that

• the deadline for holders of HarborOne common stock to elect their preferred form of merger consideration by completing the election materials previously sent to such holders is 5:00 p.m. (Eastern Time) on October 28, 2025, unless extended;

• Eastern and HarborOne expect that the Merger Transaction will become effective on November 1, 2025; and

• 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, the last day on which HarborOne common stock will trade.

A copy of the October 16, 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; 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 Securities and Exchange Commission (“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 Current Report on Form 8-K or the press release provided herewith as Exhibit 99.1, 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, dated October 16, 2025
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: October 16, 2025						R. David Rosato
						Chief Financial Officer

FAQ

What did Eastern Bankshares (EBC) announce in this 8-K?

It reported a joint press release with HarborOne about their previously announced merger and furnished the press release as Exhibit 99.1.

What is the structure of the Eastern–HarborOne merger?

A Holdco Merger with HarborOne merging into Eastern, followed by a Bank Merger with HarborOne Bank merging into Eastern Bank.

Which entities will survive after the mergers?

Eastern will be the surviving holding company and Eastern Bank will be the surviving bank.

When was the press release issued?

The press release is dated October 16, 2025 and is included as Exhibit 99.1.

What risks did the filing highlight regarding the merger?

Risks include potential delays, integration challenges, synergy realization, customer reactions, banking industry conditions, and regulatory and competitive factors.

Where can investors find more information on EBC and HarborOne?

Their SEC filings are available at sec.gov and their investor websites: investor.easternbank.com and harboronebancorp.com.