EBC

Business Context and Reporting Period

Company: Eastern Bankshares, Inc. (EBC)
Filing Type: Form 8-K (Current Report)
Date of Report: April 24, 2025
Event: Entry into a Material Definitive Agreement to acquire HarborOne Bancorp, Inc. ("HarborOne") and its subsidiary, HarborOne Bank.

Key Financial Metrics and Transaction Terms

This filing details a merger agreement rather than periodic financial results. Key transaction metrics include:

• Consideration: HarborOne shareholders may elect to receive either 0.765 shares of Eastern Bankshares common stock per HarborOne share or $12.00 in cash per share.
• Proration: The total stock consideration is capped between 75% and 85% of total HarborOne shares outstanding. Elections outside this range will be adjusted pro rata.
• Termination Fee: HarborOne is obligated to pay a termination fee of $18,900,000 under specific circumstances outlined in the agreement.
• Equity Awards: Unvested HarborOne restricted stock awards will fully vest at the effective time. Performance-based units will accelerate and vest at the target level.

Note: The filing text does not provide current revenue, profit, cash flow, margin, debt, or liquidity figures for Eastern Bankshares or HarborOne.

Material Changes and Transaction Structure

The primary material change is the proposed acquisition of HarborOne. The transaction structure involves two simultaneous mergers:

1. Merger: HarborOne Bancorp, Inc. merges with and into Eastern Bankshares, Inc., with Eastern Bankshares as the surviving entity.
2. Bank Merger: HarborOne Bank merges with and into Eastern Bank, with Eastern Bank as the surviving entity.

The Boards of Directors of both companies have unanimously approved the agreement.

Guidance, Outlook, and Risks

Timeline: The Company anticipates closing the merger during the fourth quarter of 2025. The agreement allows for a deferral of closing until February 20, 2026, if conditions are met between October 31, 2025, and that date.

Closing Conditions: Completion is subject to:

• Approval by HarborOne shareholders.
• Regulatory approvals from the Federal Reserve, FDIC, Massachusetts Commissioner of Banks, and Massachusetts Housing Partnership Fund (without "burdensome conditions").
• Effectiveness of the SEC registration statement (Form S-4).
• Absence of legal restraints preventing the transaction.

Risks and Contingencies: Forward-looking statements highlight risks including failure to achieve synergies, delays in closing, regulatory denial, and market uncertainties such as interest rate changes and credit quality deterioration. The agreement includes termination rights for both parties if conditions are not met or if a superior proposal emerges (subject to specific terms).

Management Changes: Upon completion, Joseph F. Casey (HarborOne CEO) and one other HarborOne director will join the Boards of Eastern Bankshares and Eastern Bank.

Investor Verification Checklist

• Verify the final election ratio between stock and cash consideration by HarborOne shareholders.
• Monitor the status of regulatory approvals from the Federal Reserve and FDIC.
• Review the upcoming Form S-4 registration statement for detailed financial data and risk factors.
• Confirm the final closing date, noting the potential deferral window through February 2026.
• Assess the impact of the $18.9 million termination fee on HarborOne's balance sheet if the deal fails.