HONE Form 4: 143,633 shares disposed amid Eastern merger terms

Rhea-AI Filing Summary

HarborOne Bancorp (HONE) director reports merger-related disposition. On 11/01/2025, a director reported the disposition of 143,633 shares of HarborOne common stock, reflecting completion of the merger with Eastern Bankshares. Each HarborOne share was converted into the right to receive either $12.00 in cash or 0.765 Eastern shares, subject to proration. Following the transaction, the director reported 0 HarborOne shares held directly. Outstanding HarborOne stock options covering 83,263 shares at an exercise price of $10.23 were converted into options for Eastern shares per the exchange ratio.

Insights

Equity corporate actions analyst

Mechanical Form 4 reflecting merger conversion; neutral impact.

This filing records the automatic conversion of HarborOne equity as the merger with Eastern Bankshares closed. The insider reported disposing of 143,633 HarborOne shares on 11/01/2025, consistent with terms granting either $12.00 cash per share or 0.765% Eastern shares per HarborOne share, subject to proration.

Stock options over 83,263 HarborOne shares at an exercise price of $10.23 were converted into options for Eastern common stock adjusted by the exchange ratio, leaving 0 HarborOne derivatives outstanding after the event. This is an administrative step typical in M&A; cash-flow treatment for this holder depends on election and proration under the agreement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Frenette David P.

(Last) (First) (Middle)

C/O HARBORONE BANCORP, INC.

(Street)

BROCKTON MA 02301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HarborOne Bancorp, Inc. [ HONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/01/2025		D		143,633	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$10.23	11/01/2025		J(2)			83,263	(2)	08/15/2027	Common Stock	83,263	$0	0	D

Explanation of Responses:

1. Pursuant to the merger agreement, dated as of April 24, 2025, by and among Eastern Bankshares, Inc. ("Eastern"), Eastern Bank, HarborOne Bancorp, Inc. ("HarborOne"), and HarborOne Bank (the "Merger Agreement"), each share of HarborOne common stock was converted into the right to receive, at the election of the holder, either (i) $12.00 in cash or (ii) 0.765 shares of Eastern common stock (the "Exchange Ratio"), subject to certain proration provisions contained in the Merger Agreement.

2. Pursuant to the Merger Agreement, each outstanding and unexercised option to purchase shares of HarborOne common stock was converted into an option to purchase shares of Eastern common stock. As further described in the Merger Agreement, the number of underlying shares of resulting Eastern common stock subject to such options and the related exercise price were adjusted by the Exchange Ratio.

	/s/ Joseph F. Casey, attorney-in-fact	11/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did HarborOne (HONE) disclose in this Form 4?

A director reported disposing of 143,633 HarborOne shares on 11/01/2025 due to the merger with Eastern Bankshares.

What consideration did HarborOne shareholders receive in the merger?

Each share converted into the right to receive either $12.00 in cash or 0.765 shares of Eastern common stock, subject to proration.

How many HarborOne shares did the reporting person hold after the transaction?

The filing shows 0 HarborOne shares directly owned following the reported transaction.

What happened to the HarborOne stock options?

Options over 83,263 shares at an exercise price of $10.23 were converted into options to purchase Eastern common stock, adjusted by the exchange ratio.

What was the transaction code for the derivative line item?

The derivative transaction used code J, with a footnote referencing conversion under the merger agreement.

Was this Form 4 filed for one or multiple reporting persons?

It was filed by one reporting person.