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

Rhea-AI Filing Summary

HarborOne Bancorp (HONE) executive reports merger-related equity changes. On 11/01/2025, the EVP, Chief Banking Officer filed a Form 4 reflecting transactions tied to the merger with Eastern Bankshares.

The filing shows 12,497 shares of common stock acquired, representing performance units that vested at the target level pursuant to the merger agreement. It also records dispositions of 47,510 shares held directly and 325 shares held via a 401(k), consistent with the merger consideration mechanics.

Under the agreement, each HarborOne share converted into the right to receive either $12.00 in cash or 0.765 shares of Eastern common stock, subject to proration. Outstanding HarborOne stock options were converted into options for Eastern common stock, with the number of shares and exercise prices adjusted by the 0.765 exchange ratio.

Insights

Equity capital markets analyst

Administrative Form 4 reflecting merger consideration mechanics.

The reported acquisitions and dispositions arise from the closing mechanics of HarborOne’s merger with Eastern Bankshares. Performance units vested at target and common shares were converted into cash or Eastern stock per the agreement, while options rolled into adjusted Eastern options.

This is a structural conversion rather than open-market activity. Actual holdings in HONE moved to zero as shares were exchanged, and options transitioned to Eastern with terms adjusted by the 0.765 exchange ratio. The filing does not specify election mix or proceeds.

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

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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^*

Diepold Brenda Carolyn

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Banking Officer

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		12,497	A	(1)	47,510	D
Common Stock	11/01/2025		D		47,510	D	(2)	0	D
Common Stock	11/01/2025		D		325	D	(2)	0	I	By 401K

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)	$10.6	11/01/2025		J(3)			23,451	(3)	09/25/2028	Common Stock	23,451	$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, 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.
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FAQ

What did HONE disclose in this Form 4?

It reported merger-related transactions: 12,497 shares acquired from performance unit vesting and dispositions of 47,510 direct shares and 325 401(k) shares.

What was the HarborOne (HONE) merger consideration?

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

How were HONE stock options treated?

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

Who is the reporting person’s role at HONE?

The reporting person is an EVP, Chief Banking Officer.

When is the earliest transaction date in the filing?

The earliest transaction date is 11/01/2025.

How many HONE shares remained directly owned after the transactions?

The filing shows 0 HONE shares directly owned following the reported transactions.