HarborOne Bancorp Reports Major Corporate Changes

TL;DR

HarborOne Bancorp just filed an 8-K detailing a change of control, asset disposition, and executive changes effective Nov 1st.

AI Summary

HarborOne Bancorp, Inc. filed an 8-K on November 3, 2025, reporting on several significant events that occurred on November 1, 2025. These include the completion of an acquisition or disposition of assets, material modifications to security holder rights, a change in control of the registrant, and changes related to directors and officers, including compensatory arrangements. The filing also notes amendments to articles of incorporation or bylaws and a change in the fiscal year, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant strategic and structural changes for HarborOne Bancorp, potentially impacting its business operations, governance, and shareholder value.

Risk Assessment

Risk Level: medium — The filing details a change in control and potential asset dispositions, which can introduce significant operational and strategic risks.

Key Players & Entities

• HarborOne Bancorp, Inc. (company) — Registrant
• November 1, 2025 (date) — Effective date of reported events
• November 3, 2025 (date) — Filing date of the 8-K

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value HONE The NASDAQ Stock Marke
• $12.00 — ether, the "Stock Consideration"); or $12.00 per share in cash of HarborOne common s

Filing Documents

• tm2530086d1_8k.htm (8-K) — 41KB
• 0001104659-25-105592.txt ( ) — 206KB
• hone-20251101.xsd (EX-101.SCH) — 3KB
• hone-20251101_lab.xml (EX-101.LAB) — 33KB
• hone-20251101_pre.xml (EX-101.PRE) — 22KB
• tm2530086d1_8k_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets On November 1, 2025, Eastern Bankshares, Inc. ("Eastern"), the holding company for Eastern Bank, completed its acquisition of HarborOne Bancorp, Inc. ("HarborOne") and its subsidiaries, including HarborOne Bank and HarborOne Mortgage, LLC ("HarborOne Mortgage"). Effective Time of Merger Pursuant to the terms of the Agreement and Plan of Merger, dated April 24, 2025 (the "Merger Agreement"), by and among Eastern, Eastern Bank, HarborOne and HarborOne Bank, on November 1, 2025 at 12:01 a.m. (Eastern Time) (the "Effective Time"), HarborOne merged with and into Eastern, with Eastern as the surviving entity (the "Holdco Merger"), and, immediately thereafter, HarborOne Bank merged with and into Eastern Bank, with Eastern Bank as the surviving entity (the "Bank Merger" and, together with the Holdco Merger, the "Merger Transaction"). Eastern intends to continue to operate HarborOne Mortgage as a wholly owned subsidiary of Eastern Bank until February 2026, at which time Eastern will merge HarborOne Mortgage with and into Eastern Bank. Merger Consideration and Proration Results Under the terms of the Merger Agreement, each share of HarborOne common stock issued and outstanding immediately prior to the Effective Time, other than each share, if any, held by HarborOne as treasury stock or owned directly by Eastern, was converted automatically at the Effective Time into the right to receive, at the election of the holder of such share of HarborOne common stock, and subject to the allocation, proration and other procedures specified in the Merger Agreement, either: 0.765 shares of Eastern common stock per share of HarborOne common stock (the "Exchange Ratio"), and cash in lieu of any fractional share (together, the "Stock Consideration"); or $12.00 per share in cash of HarborOne common stock (the "Cash Consideration"). The Stock Consideration and Cash Consideration are sometimes collectively referred to as t

03 Material Modification to the Rights of Security Holders

Item 3.03 Material Modification to the Rights of Security Holders. As of the closing of the Merger Transaction, each holder of a certificate or book-entry share representing any shares of Brookline common stock ceased to have any rights with respect thereto, except the right to receive the Merger Consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. The information set forth in Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . Effective upon the closing of the Merger Transaction, in accordance with the terms of the Merger Agreement, each of HarborOne's directors and executive officers ceased serving in such capacities.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective upon the closing of the Merger Transaction, the Articles of Organization and the By-Laws of HarborOne ceased to be in effect.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Number Description 2.1 Agreement and Plan of Merger by and among Eastern Bankshares, Inc., Eastern Bank, HarborOne Bancorp, Inc. and HarborOne Bank, dated as of April 24, 2025 (incorporated by reference to Exhibit 2.1 of HarborOne Bancorp, Inc's Current Report on Form 8-K filed on April 24, 2025) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. HARBORONE BANCORP, INC . By: /s/ Joseph F. Casey Name: Joseph F. Casey Title: President and Chief Executive Officer Date: November 3, 2025

View Full Filing

View this 8-K filing on SEC EDGAR