HarborOne Form 4 logs share dispositions and option rollover in merger

Rhea-AI Filing Summary

HarborOne Bancorp (HONE) director filed a Form 4 reflecting the merger completed on 11/01/2025. Under the merger terms, 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.

The reporting person disposed of 85,250 shares held directly and 1,000 shares held indirectly through Double Eagle LLC, leaving 0 HarborOne shares beneficially owned after the transactions. An outstanding stock option with an exercise price of $10.23 covering 83,263 underlying shares was converted into an option for Eastern stock, with the number of shares and exercise price adjusted by the 0.765 exchange ratio. The option lists an expiration of 08/15/2027.

Insights

M&A and Equity Compensation Analyst

Form 4 records merger-driven share and option conversion.

This filing documents a change-of-control event for HarborOne. Each common share became the right to receive either $12.00 in cash or 0.765 shares of Eastern Bankshares, indicating equity consideration alongside a cash alternative. The director shows dispositions that reduce HarborOne holdings to zero, consistent with closing mechanics.

Equity awards were rolled over: a stock option with a $10.23 exercise price covering 83,263 shares was converted into an Eastern option, with terms adjusted by the exchange ratio. The option carries an expiration on 08/15/2027. Overall, this is an administrative reflection of the merger completion rather than a standalone performance signal.

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^*

Sullivan Michael James

(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		85,250	D	(1)	0	D
Common Stock	11/01/2025		D		1,000	D	(1)	0	I	Held by Double Eagle LLC

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.
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FAQ

What did HONE disclose in this Form 4?

A director reported merger-related dispositions of HarborOne shares and the conversion of equity awards into Eastern Bankshares instruments.

What were the HarborOne merger consideration choices for HONE shareholders?

Each 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.

How many HONE shares did the reporting person dispose of?

The filing shows 85,250 shares disposed directly and 1,000 shares disposed indirectly via Double Eagle LLC, leaving 0 shares afterward.

What happened to the HONE stock options in the merger?

An option with a $10.23 exercise price covering 83,263 underlying shares was converted into an Eastern option; terms were adjusted by the 0.765 exchange ratio.

When do the converted options expire?

The option lists an expiration of 08/15/2027.