Eastern Bankshares gets approval for HarborOne merger

Eastern Bankshares, Inc. reports that it and HarborOne Bancorp, Inc. have received all required regulatory approvals for their planned merger transaction.

Rhea-AI Filing Summary

Eastern Bankshares, Inc. reports that it and HarborOne Bancorp, Inc. have received all required regulatory approvals for their planned merger transaction. Under the existing merger agreement, HarborOne will merge into Eastern, followed by a merger of HarborOne Bank into Eastern Bank, leaving Eastern and Eastern Bank as the surviving entities.

Eastern and HarborOne state that they anticipate both the holding company merger and the bank merger will become effective on or about November 1, 2025. The companies also highlight typical merger-related risks, including potential challenges realizing expected benefits, integration difficulties, customer reactions, and broader banking industry pressures.

Positive

• All required regulatory approvals obtained for Eastern Bankshares’ acquisition of HarborOne and HarborOne Bank, with both mergers anticipated to take effect on or about November 1, 2025.

Negative

• None.

Insights

Bank M&A and regulatory analyst

Regulatory approvals clear a major hurdle for Eastern’s HarborOne acquisition.

Eastern Bankshares and HarborOne Bancorp disclose that they have received all required regulatory approvals for their two-step merger structure. This is a key milestone because bank deals cannot close without sign-off from multiple regulators, so this step substantially advances the transaction toward the anticipated effectiveness on or about November 1, 2025.

The companies also outline risks that could affect actual outcomes, such as revenue and expense synergies taking longer or costing more than expected, integration challenges, customer reactions, and broader banking sector pressures like interest rate changes and credit quality trends. These factors mean that, even with approvals in hand, actual performance after closing could differ from what management currently expects.

For investors evaluating this deal, the main takeaway is that regulatory review is effectively complete and the parties now focus on closing and integration. The disclosed risk factors frame where execution could diverge from plans, particularly around cost savings, loan performance, and management attention during and after the expected November 2025 closing period.

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 did Eastern Bankshares (EBC) announce regarding its merger with HarborOne?

Eastern Bankshares announced that it and HarborOne have received all required regulatory approvals for their planned merger transaction, covering both the holding company and bank mergers.

When is the Eastern Bankshares–HarborOne merger expected to become effective?

Eastern Bankshares and HarborOne anticipate that the holding company merger and the bank merger will become effective on or about November 1, 2025.

How is the merger between Eastern Bankshares and HarborOne structured?

The structure includes HarborOne merging with and into Eastern Bankshares as the surviving holding company, followed immediately by HarborOne Bank merging with and into Eastern Bank as the surviving bank.

What key risks do Eastern Bankshares and HarborOne highlight about the merger?

They cite risks that expected revenue or expense synergies or other benefits may not materialize as planned, potential integration challenges, customer reaction, and ongoing pressures in the banking industry, including interest rates, deposit trends, credit quality, and regulatory and compliance costs.

Where can investors find more information on Eastern Bankshares and HarborOne’s risks?

The companies refer to their respective 2024 Annual Reports on Form 10-K and other SEC filings available on the SEC’s website and their investor relations websites for broader business and risk information.

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

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Accepted by SEC EDGAR 09/26/2025 - 04:57 PM Learn about SEC filing dates

false 0001810546 0001810546 2025-09-26 2025-09-26

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): September 26, 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, including 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 September 26, 2025, Eastern and HarborOne jointly issued a press release announcing they had received all required regulatory approvals for the Merger Transaction, and that Eastern and HarborOne anticipate the Holdco Merger and the Bank Merger will become effective on or about November 1, 2025. A copy of the 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 September 26, 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: September 26, 2025						R. David Rosato
						Chief Financial Officer