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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): November 1, 2025
HarborOne Bancorp, Inc.
(Exact Name of Registrant as Specified in
its Charter)
| Massachusetts |
001-38955 |
81-1607465 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification Number |
770 Oak Street, Brockton, Massachusetts 02301
(Address of principal executive offices)
(508) 895-1000
(Registrant’s telephone number, including
area code)
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 |
Name of each exchange on which
registered |
| Common Stock, $0.01 par value |
HONE |
The NASDAQ Stock Market LLC |
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. ¨
Explanatory
Note
This Amendment No. 1 on Form 8-K/A amends item 2.01 of the Current Report on Form 8-K filed by HarborOne Bancorp, Inc.
on November 3, 2025 (the “Original 8-K”) solely to correct certain disclosures related to merger consideration elections and
shares issued in the Merger Transaction. No other changes have been made to the Original 8-K.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On November 1, 2025, Eastern Bankshares, Inc. (“Eastern”),
the holding company for Eastern Bank, completed its acquisition of HarborOne Bancorp, Inc. (“HarborOne”) and its subsidiaries,
including HarborOne Bank and HarborOne Mortgage, LLC (“HarborOne Mortgage”).
Effective Time of Merger
Pursuant to the terms of the Agreement and Plan of Merger, dated April
24, 2025 (the “Merger Agreement”), by and among Eastern, Eastern Bank, HarborOne and HarborOne Bank, on November 1, 2025 at
12:01 a.m. (Eastern Time) (the “Effective Time”), HarborOne merged with and into Eastern, with Eastern as the surviving entity
(the “Holdco Merger”), and, immediately thereafter, HarborOne Bank merged with and into Eastern Bank, with Eastern Bank as
the surviving entity (the “Bank Merger” and, together with the Holdco Merger, the “Merger Transaction”). Eastern
intends to continue to operate HarborOne Mortgage as a wholly owned subsidiary of Eastern Bank until February 2026, at which time Eastern
will merge HarborOne Mortgage with and into Eastern Bank.
Merger Consideration and Proration Results
Under the terms of the Merger Agreement, each share of HarborOne common
stock issued and outstanding immediately prior to the Effective Time, other than each share, if any, held by HarborOne as treasury stock
or owned directly by Eastern, was converted automatically at the Effective Time into the right to receive, at the election of the holder
of such share of HarborOne common stock, and subject to the allocation, proration and other procedures specified in the Merger Agreement,
either:
| · | 0.765 shares of Eastern common stock per share of HarborOne common stock (the “Exchange Ratio”), and cash in lieu of any
fractional share (together, the “Stock Consideration”); or |
| · | $12.00 per share in cash of HarborOne common stock (the “Cash Consideration”). |
The Stock Consideration and Cash Consideration are sometimes collectively
referred to as the “Merger Consideration.” The receipt of the Merger Consideration will be subject in each case to applicable
withholding taxes, if any, and will be payable without interest.
Each share of Eastern common stock outstanding immediately prior to
the Effective Time remained outstanding and was unaffected by the Merger.
The allocation and proration provisions in the Merger Agreement are
designed to ensure that the total number of shares of HarborOne common stock entitled to receive the Stock Consideration will be greater
than or equal to 75% but not more than 85% of the aggregate number of shares of HarborOne common stock issued and outstanding immediately
prior to the Effective Time (including for these purposes the shares of HarborOne common stock subject to HarborOne restricted stock awards,
but excluding shares of HarborOne common stock, if any, to be cancelled as provided in the Merger Agreement), and all other shares of
HarborOne common stock issued and outstanding immediately prior to the Effective Time will be entitled to receive the Cash Consideration.
As previously announced, the election deadline for holders of HarborOne
common stock to elect the form of consideration they wished to receive in the Merger, subject to the allocation, proration and other procedures
set forth in the Merger Agreement, was 5:00 p.m. (Eastern Time) on October 28, 2025. Of the total number of shares of HarborOne common
stock outstanding immediately prior to the Effective Time (including the shares of HarborOne common stock subject to restricted stock
awards that had the same election rights as shares of HarborOne common stock), approximately 91.87% of shares timely elected to receive
the Stock Consideration (the “stock election shares”), approximately 2.03% of shares timely elected to receive the Cash Consideration
(the “cash election shares”), and approximately 6.10% of shares did not make a timely election (the “non-election shares”).
After giving effect to the allocation and proration procedures set forth in the Merger Agreement, approximately 92.53% of each holder’s
stock election shares were converted into the right to receive the Stock Consideration, approximately 7.47% of each holder’s stock
election shares were converted into the right to receive the Cash Consideration and all cash election shares and non-election shares were
converted into the right to receive the Cash Consideration, such that 84.99% of the shares of HarborOne common stock (including the shares
of HarborOne common stock subject to restricted stock awards) outstanding immediately prior to the Effective Time were converted into
the right to receive the Stock Consideration and 15.01% of the shares of HarborOne common stock (including the shares of HarborOne common
stock subject to restricted stock awards) outstanding immediately prior to the Effective Time were converted into the right to receive
the Cash Consideration.
Eastern issued a total of approximately 26,936,260 shares of Eastern
common stock in the Merger, including in settlement of awards of HarborOne performance-based stock units (“PSUs”) and time-based
restricted stock awards (“RSAs”) outstanding immediately prior to the Effective Time.
Treatment in the Merger of Restricted Shares of HarborOne Common
Stock
Each restricted share of HarborOne common stock that was outstanding
immediately prior to the Effective Time became fully vested and converted automatically at the Effective Time into the right to receive
the Merger Consideration, with the same election right as all other shares of HarborOne common stock.
Treatment in the Merger of Options to Acquire HarborOne Common Stock
As of the Effective Time, each HarborOne stock option that was outstanding
and unexercised immediately prior to the Effective Time, automatically and without any required action on the part of the holder thereof,
was converted into an Eastern stock option (each a “Rollover Option”) to purchase that number of whole shares of Eastern common
stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of HarborOne common stock subject to
such HarborOne stock option multiplied by (ii) the Exchange Ratio, with each Rollover Option having an exercise price per share of Eastern
common stock (rounded up to the nearest whole cent) equal to the quotient of (x) the exercise price per share of such HarborOne stock
option divided by (y) the Exchange Ratio. Except as expressly provided in the immediately preceding sentence, each Rollover Option will
be subject to the same terms and conditions (including vesting and exercisability terms) as applied to the corresponding HarborOne stock
option immediately prior to the Effective Time.
The foregoing description of the Merger Transaction and the Merger
Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit
2.1 to HarborOne’s Form 8-K filed on April 24, 2025 and is incorporated herein by reference.
| Item 3.03 | Material Modification to the Rights of Security Holders. |
As of the closing of the Merger Transaction, each holder of a certificate
or book-entry share representing any shares of Brookline common stock ceased to have any rights with respect thereto, except the right
to receive the Merger Consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in Item 2.01, Item 3.01, Item 3.03 and Item
5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective upon the closing of the Merger Transaction, in accordance
with the terms of the Merger Agreement, each of HarborOne’s directors and executive officers ceased serving in such capacities.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective upon the closing of the Merger Transaction, the Articles
of Organization and the By-Laws of HarborOne ceased to be in effect.
| Item 9.01 | Financial Statements and Exhibits |
| Number |
|
Description |
| |
|
|
| 2.1 |
|
Agreement and Plan of Merger by and among Eastern Bankshares, Inc., Eastern Bank, HarborOne Bancorp, Inc. and HarborOne Bank, dated as of April 24, 2025 (incorporated by reference to Exhibit 2.1 of HarborOne Bancorp, Inc’s Current Report on Form 8-K filed on April 24, 2025) |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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
hereunder duly authorized.
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HARBORONE BANCORP, INC. |
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|
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By: |
/s/
Joseph F. Casey |
| |
Name: |
Joseph F. Casey |
| |
Title: |
President and Chief Executive Officer |
| |
|
|
| Date: November 4,
2025 |
|
|
