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[Form 4] HarborOne Bancorp, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

HarborOne Bancorp (HONE) — Form 4 insider activity tied to merger

President and CEO Joseph F. Casey, who also serves as a director, reported merger-related equity changes dated 11/01/2025. He acquired 43,309 shares of common stock, reflecting performance units that vested at the target level pursuant to the merger agreement. He disposed of 254,585 directly held shares and 139,780 shares held by his spouse at a reported price of $0, consistent with conversion mechanics at closing.

The filing notes that each HarborOne share was converted into the right to receive either $12.00 in cash or 0.765 shares of Eastern Bankshares common stock, subject to proration. Outstanding HarborOne stock options were converted into options for Eastern shares, with adjustments based on the 0.765 exchange ratio; listed grants included options with exercise prices of $8.98, $9.79, and $10.23. Following these transactions, no HarborOne derivative securities remained outstanding for the reporting person.

Positive
  • None.
Negative
  • None.
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
CASEY JOSEPH F

(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
X Officer (give title below) Other (specify below)
President and CEO
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 A 43,309 A (1) 254,585 D
Common Stock 11/01/2025 D 139,780 D (2) 0 I By Spouse
Common Stock 11/01/2025 D 254,585 D (2) 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) $8.98 11/01/2025 J(3) 155,487 (3) 02/26/2029 Common Stock 155,487 $0 0 D
Stock Option (Right to Buy) $9.79 11/01/2025 J(3) 133,219 (3) 11/25/2028 Common Stock 133,219 $0 0 D
Stock Option (Right to Buy) $10.23 11/01/2025 J(3) 133,219 (3) 08/15/2027 Common Stock 133,219 $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 outstanding performance unit vested at the target level of performance.
2. Pursuant to 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.
3. 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 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 HONE’s CEO report on the Form 4 dated 11/01/2025?

He reported acquiring 43,309 shares from performance units vesting and disposing of 254,585 directly held shares and 139,780 spousal shares due to merger conversion.

What consideration did HONE shareholders receive in the merger?

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

How were HONE stock options treated for the reporting person?

Each outstanding HarborOne option was converted into an Eastern option, with share counts and exercise prices adjusted by the 0.765 exchange ratio.

What were the option exercise prices listed in the filing?

The filing lists options with exercise prices of $8.98, $9.79, and $10.23.

How many HONE derivative securities did the reporting person hold after these transactions?

The filing shows 0 HarborOne derivative securities held following the transactions.

Did the filing mention spousal holdings for HONE?

Yes. It reported the disposition of 139,780 shares held indirectly by the spouse.
Harborone Bancorp Inc

NASDAQ:HONE

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522.22M
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1.34%
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