HarborOne (NASDAQ: HONE) shareholders back merger with Eastern Bankshares

Rhea-AI Filing Summary

HarborOne Bancorp, Inc. reported that its shareholders approved the previously announced merger with Eastern Bankshares, Inc. at a special meeting held on August 20, 2025. Under the merger agreement, HarborOne will merge into Eastern, which will remain as the surviving company, and, at a later time determined by Eastern, HarborOne Bank will merge into Eastern Bank.

Shareholders approved the merger proposal with 31,900,494 votes for, 956,466 against, and 145,111 abstentions. They also approved, on an advisory non-binding basis, the merger-related compensation for HarborOne’s named executive officers, with 29,117,950 votes for, 3,392,882 against, and 491,239 abstentions. A separate adjournment proposal was not needed and no vote was taken on it.

Positive

• HarborOne shareholders approved the merger with Eastern Bankshares, delivering 31,900,494 votes in favor and satisfying the two‑thirds outstanding requirement needed for the transaction to proceed.

Negative

• None.

Insights

Bank M&A and Corporate Actions Analyst

Shareholder approval clears a key condition for HarborOne’s merger with Eastern Bankshares.

The special meeting vote shows strong support for HarborOne Bancorp, Inc. combining with Eastern Bankshares, Inc. The merger proposal received 31,900,494 votes in favor versus 956,466 votes against, meeting the two‑thirds outstanding approval requirement. This removes a major governance hurdle and allows the transaction to move forward under the existing merger agreement.

Shareholders also approved, on an advisory basis, the specified compensation that may be paid to HarborOne’s named executive officers in connection with the merger, with 29,117,950 votes for and 3,392,882 against. This advisory support reduces uncertainty around executive pay challenges tied to the deal, even though it is non‑binding. The actual closing and subsequent bank-level merger will still depend on other conditions described in the merger agreement and related materials.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of Earliest Event Reported): August 20, 2025

HarborOne Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Massachusetts	001-38955	81-1607465
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number

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770 Oak Street, Brockton, Massachusetts 02301

(Address of principal executive offices)

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(508) 895-1000

(Registrant’s telephone number, including area code)

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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:

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☐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))

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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).

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Emerging growth company ☐

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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. ☐

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

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Item 5.07 Submission of Matters to a Vote of Security Holders

On August 20, 2025, HarborOne Bancorp, Inc. (“HarborOne”) held a special meeting of HarborOne’s shareholders (the “Special Meeting”). At the Special Meeting, HarborOne’s shareholders approved a proposal to approve the merger agreement, dated April 24, 2025, by and among Eastern Bankshares, Inc. (“Eastern”), Eastern Bank, HarborOne Bancorp, Inc., and HarborOne Bank, pursuant to which HarborOne will merge with and into Eastern, with Eastern as the surviving entity (the “merger”) and, following the merger, at a time to be determined by Eastern, HarborOne Bank will merge with and into Eastern Bank, with Eastern Bank as the surviving bank (the “Merger Proposal”). HarborOne’s shareholders also approved a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of HarborOne in connection with the merger (the “Merger-Related Compensation Proposal”). Shareholder action on a third proposal to approve one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting, or at any adjournment or postponement of that meeting, to approve the Merger Proposal (the “Adjournment Proposal”), was not required, and no vote was taken on the Adjournment Proposal. The proposals are described in detail in HarborOne’s proxy statement/prospectus, which was filed with the Securities and Exchange Commission on June 27, 2025. The final voting results for each proposal are set forth below.

1. The Merger Proposal. Approval of the Merger Proposal required the affirmative vote of the holders of two-thirds of the shares of HarborOne common stock outstanding and entitled to vote on the matter. The table below sets forth the voting results:

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For		Against		Abstain		Broker Non-Vote
31,900,494	​	956,466	​	145,111	​	0

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2. Merger-Related Compensation Proposal. Approval of the Merger-Related Compensation Proposal required that votes cast in favor of the proposal exceed the votes cast against the proposal. The table below sets forth the voting results:

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For		Against		Abstain		Broker Non-Vote
29,117,950	​	3,392,882	​	491,239	​	0

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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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	By:	/s/ Joseph F. Casey	​
​	Name:	Joseph F. Casey
​	Title:	President and Chief Executive Officer
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Date: August 20, 2025	​	​

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FAQ

What did HarborOne (HONE) shareholders approve at the special meeting?

HarborOne shareholders approved the merger agreement under which HarborOne Bancorp, Inc. will merge with and into Eastern Bankshares, Inc., with Eastern as the surviving entity. They also approved, on an advisory non-binding basis, the specified compensation that may be paid to HarborOne’s named executive officers in connection with the merger.

How did HarborOne (HONE) shareholders vote on the merger with Eastern Bankshares?

The merger proposal received 31,900,494 votes for, 956,466 votes against, and 145,111 abstentions. Approval required the affirmative vote of holders of two‑thirds of the shares of HarborOne common stock outstanding and entitled to vote.

What were the voting results on HarborOne’s merger-related executive compensation proposal?

The merger-related compensation proposal for named executive officers passed on an advisory basis, with 29,117,950 votes for, 3,392,882 votes against, and 491,239 abstentions. This approval is non‑binding but indicates shareholder support for the disclosed compensation arrangements tied to the merger.

What happens to HarborOne Bank after the merger with Eastern Bankshares?

After HarborOne Bancorp, Inc. merges into Eastern, and at a time to be determined by Eastern, HarborOne Bank is expected to merge with and into Eastern Bank, with Eastern Bank as the surviving bank, as described in the merger agreement.

Was the adjournment proposal voted on at HarborOne’s special meeting?

No. The proposal to approve one or more adjournments of the special meeting, if necessary, was not required, and no vote was taken on the adjournment proposal.

Does this HarborOne (HONE) vote mean the merger with Eastern is completed?

The shareholder vote approves the merger agreement and clears a key condition, but it does not by itself complete the merger. The combination will proceed in line with the terms and remaining conditions set out in the merger agreement.