UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

HarborOne Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☒	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

 

 

PROXY STATEMENT/PROSPECTUS

Dear HarborOne Shareholders:

On behalf of HarborOne Bancorp, Inc. (“HarborOne”), we are pleased to enclose the accompanying proxy statement/prospectus relating to the acquisition of HarborOne by Eastern Bankshares, Inc. (“Eastern”). We are requesting that you take certain actions as a HarborOne shareholder.

On April 24, 2025, Eastern, Eastern Bank, a Massachusetts-chartered trust company and wholly-owned subsidiary of Eastern (“Eastern Bank”), HarborOne and HarborOne Bank, a Massachusetts-chartered trust company and wholly-owned subsidiary of HarborOne, entered into an Agreement and Plan of Merger (the “merger agreement”), pursuant to which Eastern will, upon the terms and subject to the conditions set forth in the merger agreement, acquire HarborOne. The merger (as defined below) will create a combined franchise with approximately $30.5 billion in total assets and further solidify Eastern as the largest Boston-based community bank by deposits.

Under the merger agreement, HarborOne will merge with and into Eastern, with Eastern as the surviving entity (the “merger”). Following the merger, at a time to be determined by Eastern, HarborOne Bank will merge with and into Eastern Bank, with Eastern Bank as the surviving bank (the “bank merger” and together with the merger, the “mergers”).

If the merger is completed, HarborOne shareholders will receive, for each share of HarborOne common stock, par value $0.01 per share (“HarborOne common stock”), at the holder’s election, either (i) 0.765 shares of Eastern common stock (the “stock consideration” or the “exchange ratio”) or (ii) $12.00 in cash (the “cash consideration”), subject to allocation procedures to ensure that the total number of shares of HarborOne common stock that receive the stock consideration represents between 75% and 85% of the total number of shares of HarborOne common stock outstanding immediately prior to the completion of the merger. HarborOne shareholders will also receive cash in lieu of any fractional shares of Eastern common stock, par value $0.01 per share (“Eastern common stock”), they would have otherwise received in the merger. The precise value of the consideration that HarborOne shareholders will receive will not be known at the time that HarborOne shareholders vote on the Merger Proposal (as defined below). On April 23, 2025, which was the last trading day preceding the public announcement of the proposed merger, the closing price of Eastern common stock was $15.48 per share, which after giving effect to the exchange ratio has an implied value of $11.87 per share of HarborOne common stock. On June 26, 2025, which was the most recent practicable trading day before the printing of this proxy statement/prospectus, the closing price of Eastern common stock was $15.23 per share, which, after giving effect to the exchange ratio, has an implied value of approximately $11.70 per share of HarborOne common stock.

The value of the Eastern common stock at the time of completion of the merger could be greater than, less than or the same as the value of Eastern common stock on the date of the accompanying proxy statement/prospectus. We urge you to obtain current market quotations of Eastern common stock (trading symbol “EBC”) and HarborOne common stock (trading symbol “HONE”), both of which are traded on the Nasdaq Global Select Market.

Based on the number of shares of HarborOne common stock outstanding or reserved for issuance as of April 23, 2025, assuming 80% stock consideration, the midpoint of the range, Eastern expects to issue approximately 25.2 million shares of Eastern common stock to HarborOne shareholders in the aggregate in the merger. We estimate that, immediately following the completion of the merger and assuming 80% stock consideration, the midpoint of the range, former HarborOne shareholders will own approximately 10.6% of the common stock of Eastern.

HarborOne will hold, by means of remote communication, a special meeting of HarborOne shareholders (the “special meeting”) on August 20, 2025 at 11:00 a.m., Eastern time, where HarborOne shareholders will be asked to vote on a proposal to approve the merger agreement (the “Merger Proposal”), and a proposal to approve, on a non-binding advisory basis, the compensation that may become payable to the named executive officers of HarborOne in connection with the merger (the “Merger-Related Compensation Proposal”). Information about the

special meeting and the merger is contained in this document. We urge you to read this document carefully and in its entirety

The HarborOne board of directors unanimously recommends that HarborOne shareholders vote “FOR” each of the proposals to be considered at the special meeting.

This proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about Eastern and HarborOne and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 22 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Eastern and HarborOne from documents that have been filed with the Securities and Exchange Commission that are incorporated into this proxy statement/prospectus by reference.

Your vote is very important. Approval of the Merger Proposal will require the affirmative vote of the holders of two-thirds of the shares of HarborOne common stock outstanding and entitled to vote on the matter. Whether or not you plan to attend the special meeting, please vote at your earliest convenience by following the instructions included in the accompanying proxy card. If HarborOne shareholders do not vote virtually or by proxy, it will have the same effect as a vote against the Merger Proposal at the special meeting.

Sincerely,

 

Joseph F. Casey

President and Chief Executive Officer

HarborOne Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission or bank regulatory agency has approved or disapproved of the proposed merger or the securities to be issued under this proxy statement/prospectus, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The shares of Eastern common stock to be issued in the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or by any other federal or state government or governmental agency.

The accompanying proxy statement/prospectus is dated June 27, 2025, and is first being mailed to HarborOne shareholders on or about July 2, 2025.

HarborOne Bancorp, Inc.

770 Oak Street

Brockton, Massachusetts 02301

(508) 895-1000

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON AUGUST 20, 2025

To the Shareholders of HarborOne Bancorp, Inc.:

A special meeting of the shareholders of HarborOne Bancorp, Inc., a Massachusetts corporation (“HarborOne”), will be held by means of remote communication on August 20, 2025 at 11:00 a.m., Eastern time (the “special meeting”), for the purpose of considering and voting on the following matters:

 

1.

a proposal to approve the Agreement and Plan of Merger (the “merger agreement”), dated as of April 24, 2025, by and among Eastern Bankshares, Inc. (“Eastern”), Eastern Bank, HarborOne, and HarborOne Bank, pursuant to which HarborOne will merge with and into Eastern, with Eastern as the surviving entity (the “merger”) and, following the merger, at a time to be determined by Eastern, HarborOne Bank will merge with and into Eastern Bank, with Eastern Bank as the surviving bank (the “Merger Proposal”);

 

2.

a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of HarborOne in connection with the merger (the “Merger-Related Compensation Proposal”); and

 

3.

a proposal to approve one or more adjournments of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting, or at any adjournment or postponement of that meeting, to approve the merger agreement (the “Adjournment Proposal”).

HarborOne does not expect to transact any business other than as set forth above at the special meeting or any postponement or adjournment thereof. Please refer to the attached proxy statement/prospectus for further information with respect to the business to be transacted at the special meeting. The board of directors of HarborOne has fixed the close of business on June 20, 2025 as the record date for the determination of HarborOne shareholders entitled to receive notice of, and to vote at, the special meeting and any postponements or adjournments of the special meeting. Only holders of record of shares of HarborOne common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of two-thirds of the outstanding shares of HarborOne common stock entitled to vote on such proposal. If a HarborOne shareholder does not vote on the Merger Proposal, it will have the same effect as a vote by such holder against the proposal. The transactions contemplated by the merger agreement cannot be completed unless HarborOne shareholders approve the Merger Proposal.

Assuming a quorum is present, approval of the Merger-Related Compensation Proposal requires that votes cast in favor of the proposal exceed the votes cast against the proposal.

Assuming a quorum is present, approval of the Adjournment Proposal requires that votes cast in favor of the proposal exceed the votes cast against the proposal.

HarborOne shareholders as of the record date may attend the special meeting by visiting www.virtualshareholdermeeting.com/HONE2025SM and entering the 16-digit control number included on their proxy card.

Under the provisions of the Massachusetts Business Corporation Act, as amended, the holders of HarborOne common stock are not entitled to dissenters’ rights of appraisal in connection with the merger.

The HarborOne board of directors has unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and unanimously recommends that the HarborOne shareholders vote “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal, and “FOR” the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the special meeting, please vote at your earliest convenience by following the instructions included in the accompanying proxy card. You may revoke your proxy at any time before the special meeting by following the instructions provided in the proxy statement/prospectus.

By Order of the Board of Directors,

 

Inez H. Friedman-Boyce

Chief Legal Officer, General Counsel and Corporate Secretary

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE VOTING YOUR SHARES, PLEASE CONTACT OUR PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT (877) 750-9499.

REFERENCE TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about HarborOne and Eastern from other documents that are not included in, or delivered with, this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. We have listed the documents containing this information in the section titled “Incorporation of Certain Documents by Reference” beginning on page 125 of this proxy statement/prospectus. You can obtain copies of these documents incorporated by reference in this document through the Securities and Exchange Commission’s website at http://www.sec.gov or by requesting them in writing or by telephone from HarborOne or Eastern at the following addresses:

For business and financial information about HarborOne, please contact:

HarborOne Investor Relations

770 Oak Street

Brockton, Massachusetts 0230

Email: SFinocchio@HarborOne.com

Telephone: (508) 895-1180

For business and financial information about Eastern, please contact:

Eastern Bank Investor Relations

125 High Street

Boston, Massachusetts 02110

Email: a.hersom@easternbank.com

Telephone: (860) 707-4432

If HarborOne shareholders would like to receive documents before HarborOne’s special meeting, they must request the documents no later than August 13, 2025. HarborOne shareholders will not be charged for any of these documents that they request.

For additional information regarding where you can find information about Eastern and HarborOne, please see the section titled “Where You Can Find More Information” beginning on page 124 of this proxy statement/prospectus. The information contained in this proxy statement/prospectus with respect to Eastern and its subsidiaries was provided by Eastern and the information contained in this proxy statement/prospectus with respect to HarborOne and its subsidiaries was provided by HarborOne.

For information on submitting your proxy, please refer to the instructions on the enclosed proxy card for the HarborOne special meeting.

ABOUT THIS DOCUMENT

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed by Eastern (File No. 333-288117) with the Securities and Exchange Commission (the “SEC”), constitutes a prospectus of Eastern for purposes of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Eastern common stock to be issued to HarborOne shareholders as stock consideration. This proxy statement/prospectus also constitutes a proxy statement for HarborOne with respect to the HarborOne special meeting.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this statement/prospectus. This proxy statement/prospectus is dated June 27, 2025. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than that date or the date of such incorporated information. Neither HarborOne’s mailing of this proxy statement/prospectus to HarborOne shareholders nor the issuance by Eastern of shares of its common stock to HarborOne shareholders pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding Eastern has been provided by Eastern, and information contained in this proxy statement/prospectus regarding HarborOne has been provided by HarborOne.

TABLE OF CONTENTS

 

DEFINED TERMS			1
QUESTIONS AND ANSWERS			2
SUMMARY			11
Information About the Companies			11
The Merger and the Merger Agreement			12
Merger Consideration			12
Treatment of HarborOne Equity Awards			12
HarborOne’s Reasons for the Merger			13
Opinion of HarborOne’s Financial Advisor			13
Interests of HarborOne’s Executive Officers and Directors in the Merger			14
Special Meeting of HarborOne’s Shareholders; Vote Required			14
Recommendation of HarborOne’s Board of Directors			15
HarborOne’s Directors and Executive Officers Have Agreed to Vote in Favor of the Merger Agreement			15
Non-Solicitation			15
Eastern’s Reasons for the Merger			15
Expected Timing of the Merger			15
Conditions to Complete the Merger			16
Termination of the Merger Agreement			17
Termination Fees			18
Regulatory Approvals Required to Complete the Merger			18
Material U.S. Federal Income Tax Consequences of the Merger			18
Rights of Eastern Shareholders Differ from Those of HarborOne Shareholders			18
Listing of Eastern Common Stock; Delisting and Deregistration of HarborOne Common Stock			19
Accounting Treatment			19
Dissenters’ Rights of Appraisal			19
Risk Factors			19
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			20
RISK FACTORS			22
Risks Related to the Merger			22
Risks Related to Eastern’s Business			28
Risks Related to HarborOne’s Business			29
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			30
THE SPECIAL MEETING OF HARBORONE SHAREHOLDERS			39
Date, Time and Place of the Special Meeting			39
Purpose of the Special Meeting			39
Recommendation of HarborOne’s Board of Directors			39
Record Date; Shares Entitled to Vote			39
Quorum			39
Vote Required; Treatment of Abstentions and Failure to Vote			40
Attending the Special Meeting			40
How to Vote			40
Delivery of Proxy Materials			41
How to Revoke your Proxy			41
Other Matters to Come Before the Special Meeting			41
Participants in the ESOP and 401(k) Plan			42
Proxy Solicitation			42
PROPOSAL NO. 1 MERGER PROPOSAL			43
PROPOSAL NO. 2 MERGER-RELATED COMPENSATION PROPOSAL			44
PROPOSAL NO. 3 ADJOURNMENT PROPOSAL			45
THE MERGER			46
Terms of the Merger			46

Background of the Merger			46
Recommendation of HarborOne’s Board of Directors			49
HarborOne’s Reasons for the Merger			49
Opinion of HarborOne’s Financial Advisor			51
Eastern’s Reasons for the Merger			58
Certain Unaudited Prospective Financial Information			61
Interests of HarborOne’s Executive Officers and Directors in the Merger			63
Quantification of Potential Payments and Benefits to HarborOne’s Named Executive Officers in Connection with the Merger			69
Regulatory Approvals Required to Complete the Merger			70
Accounting Treatment			73
Stock Exchange Listing			73
No Appraisal or Dissenters’ Rights in the Merger			73
THE MERGER AGREEMENT			74
Explanatory Note Regarding the Merger Agreement			74
Structure of the Merger			74
Effective time and Closing of the Merger			74
Merger Consideration			75
Governing Documents			83
Treatment of HarborOne Equity Awards			83
Representations and Warranties			83
Covenants and Agreements			86
Employee Benefits Matters			92
Shareholder Approval; Board Recommendations			93
No Solicitation of Alternative Transactions			94
Conditions to Complete the Merger			95
Termination of the Merger Agreement			96
Termination Fees			97
Effect of Termination			97
Waiver or Amendment of the Merger Agreement			97
Fees and Expenses			98
Governing Law			98
VOTING AGREEMENTS			99
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			100
Tax Consequences of the Merger Generally			101
Information Reporting and Backup Withholding			103
INFORMATION ABOUT THE COMPANIES			104
Eastern			104
HarborOne			104
DESCRIPTION OF EASTERN’S CAPITAL STOCK			105
Common Stock			105
Preferred Stock			106
Other Provisions in Eastern’s Articles of Organization and Bylaws			107
Sole and Exclusive Forum			107
Transfer Agent			107
COMPARISON OF RIGHTS OF SHAREHOLDERS OF EASTERN AND HARBORONE			108
LEGAL MATTERS			121
EXPERTS			122
ANNUAL MEETING SHAREHOLDER PROPOSALS			123
WHERE YOU CAN FIND MORE INFORMATION			124

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			125
Eastern SEC Filings (SEC File No.  001-39610)			125
HarborOne SEC Filings (SEC File No.  001-38955)			125
ANNEX A – AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B – OPINION OF RAYMOND JAMES FINANCIAL, INC.			B-1
ANNEX C – FORM OF VOTING AGREEMENT			C-1

DEFINED TERMS

In this proxy statement/prospectus, unless the context otherwise requires:

 

•

“bank merger” refers to the merger of HarborOne Bank with and into Eastern Bank, with Eastern Bank as the surviving bank;

 

•

“cash consideration” refers to $12.00 in cash per shares of HarborOne common stock;

 

•

“Code” refers to the Internal Revenue Code of 1986, as amended;

 

•

“Eastern” refers to Eastern Bankshares, Inc., a Massachusetts corporation;

 

•

“Eastern articles of organization” refers to the restated articles of organization of Eastern, as amended;

 

•

“Eastern Bank” refers to Eastern Bank, a Massachusetts-chartered trust company and wholly-owned subsidiary of Eastern;

 

•

“Eastern bylaws” refers to the bylaws of Eastern;

 

•

“Eastern common stock” refers to the common stock of Eastern, par value $0.01 per share;

 

•

“effective time” refers to the effective time of the merger;

 

•

“election deadline” refers to 5:00 p.m. local time (in the city in which the principal office of the exchange agent is located), on the date that Eastern and HarborOne agree is as near as practicable to two (2) business days prior to the expected closing date of the merger.

 

•

“exchange ratio” or “stock consideration” refers to 0.765 shares of Eastern common stock per share of HarborOne common stock;

 

•

“FDIC” refers to the Federal Deposit Insurance Corporation;

 

•

“Federal Reserve Board” refers to the Board of Governors of the Federal Reserve System;

 

•

“HarborOne” refers to HarborOne Bancorp, Inc., a Massachusetts corporation;

 

•

“HarborOne articles of organization” refers to the articles of organization of HarborOne;

 

•

“HarborOne Bank” refers to HarborOne Bank, a Massachusetts-chartered trust company and wholly-owned subsidiary of HarborOne;

 

•

“HarborOne bylaws” refers to the by-laws of HarborOne;

 

•

“HarborOne common stock” refers to the common stock of HarborOne, par value $0.01 per share;

 

•

“HarborOne equity plans” refers to the HarborOne 2017 Stock Option and Incentive Plan or the HarborOne 2020 Equity Incentive Plan;

 

•

“HarborOne ESOP” refers to the HarborOne Bank Employee Stock Ownership Plan;

 

•

“HarborOne special meeting” refers to the special meeting of HarborOne shareholders to be held on August 20, 2025 and each adjournment thereof, if any;

 

•

“MBCA” refers to the Massachusetts Business Corporation Act, as amended;

 

•

“merger” refers to the merger of HarborOne with and into Eastern, with Eastern as the surviving entity;

 

•

“mergers” refers collectively to the merger and the bank merger; and

 

•

“merger consideration” refers to the exchange ratio and cash consideration, together with cash received in lieu of fractional shares of Eastern common stock, if any.

 

1

QUESTIONS AND ANSWERS

The following are some questions that you may have about the merger and the special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See “Incorporation of Certain Documents by Reference” beginning on page 125 of this proxy statement/prospectus.

Questions and Answers About the Merger

 

Q.	Why am I receiving this document?

 

A.

You are receiving this proxy statement/prospectus because you are a HarborOne shareholder and you are being asked to vote in connection with the merger. Eastern, Eastern Bank, HarborOne, and HarborOne Bank entered into an Agreement and Plan of Merger, pursuant to which HarborOne will merge with and into Eastern, with Eastern as the surviving entity. Following the merger, at a time determined by Eastern, HarborOne Bank will merge with and into Eastern Bank, with Eastern Bank as the surviving bank. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference herein. In this proxy statement/prospectus, we refer to the closing of the transactions contemplated by the merger agreement as the “closing” and the date on which the closing occurs as the “closing date.”

In order to complete the merger, among other things, HarborOne shareholders must approve the merger agreement (the “Merger Proposal”).

HarborOne is holding a virtual special meeting of HarborOne shareholders to obtain approval of the Merger Proposal. HarborOne shareholders will also be asked to approve, on an advisory, non-binding basis, specified compensation that may become payable to the named executive officers of HarborOne in connection with the transactions contemplated by the merger agreement (the “Merger-Related Compensation Proposal”), and to approve one or more adjournments of the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting, or at any adjournment or postponement of that meeting, to approve the Merger Proposal (the “Adjournment Proposal”).

This document is also a prospectus that is being delivered to holders of HarborOne common stock because, pursuant to the merger agreement, Eastern is offering shares of Eastern common stock to HarborOne shareholders.

This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

 

Q.	What will HarborOne’s shareholders receive in the merger?

 

A.

If the Merger Proposal is approved and the merger is subsequently completed, HarborOne shareholders will receive, at the holder’s election, either (i) 0.765 shares of Eastern common stock (the “stock consideration” or the “exchange ratio”) or (ii) $12.00 in cash (the “cash consideration”), for each share of HarborOne common stock, subject to proration to ensure that the total number of shares of HarborOne common stock that receive the stock consideration represents between 75% and 85% of the total number of shares of HarborOne common stock outstanding immediately prior to the effective time.

Eastern’s common stock is listed on Nasdaq under the trading symbol “EBC.” Eastern will not issue fractional shares of its common stock in the merger, but will instead pay cash for any fractional shares at a

 

2

price determined by the volume weighted average closing price of Eastern common stock on Nasdaq for the five trading days ending on the fifth trading day immediately preceding the closing date of the merger (the exchange ratio and cash consideration, together with cash received in lieu of fractional shares of Eastern common stock, if any, the “merger consideration”).

 

Q.	How do HarborOne shareholders make an election as to the form of merger consideration they wish to receive?

 

A.

An election form and other appropriate and customary transmittal materials will be mailed no less than 20 business days prior to the election deadline, as defined herein, to each holder of record of HarborOne common stock as of the business day prior to such mailing date. Each election form will permit the holder of record of HarborOne common stock (or the beneficial owner through proper instructions and documentation) to elect to receive, in exchange for each share of HarborOne common stock, either (i) the cash consideration or (ii) the stock consideration, plus cash in lieu of fractional shares. HarborOne shareholders will also receive detailed instructions describing the procedures they must follow to make such election.

 

Q.	Can HarborOne shareholders elect to receive cash consideration with respect to a portion of their HarborOne shares and stock consideration with respect to the rest of their HarborOne shares?

 

A.	Yes. The election form and letter of transmittal will permit you, subject to the allocation procedures described in this proxy statement/prospectus, to receive at your election:

 

•

all of your merger consideration in the form of cash consideration;

 

•

all of you merger consideration in the form of stock consideration; or

 

•

a portion of your merger consideration in the form of cash consideration and the remaining portion in the form of stock consideration.

 

Q.	What will happen in the mergers?

 

A.	In the merger, HarborOne will merge with and into Eastern, with Eastern as the surviving entity. In the bank merger, which will occur at a time following the merger determined by Eastern, HarborOne Bank will merge with and into Eastern Bank, with Eastern Bank as the surviving bank.

After completion of the merger, (i) HarborOne will no longer be a public company, (ii) HarborOne common stock will be delisted from Nasdaq and will cease to be publicly traded, and (iii) HarborOne common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After completion of the merger, HarborOne will cease to exist. See the information provided in the section titled “The Merger Agreement—Structure of the Merger” beginning on page 74 of this proxy statement/prospectus and the merger agreement for more information about the merger.

 

Q.	How will the merger affect HarborOne equity awards?

 

A.	The merger agreement provides that HarborOne equity awards that are outstanding immediately prior to the effective time will be treated as follows at the effective time of the merger:

HarborOne Stock Options. Each option to purchase shares of HarborOne common stock (a “HarborOne stock option”) that is outstanding and unexercised immediately prior to the effective time will, automatically and without any required action on the part of the holder thereof, be converted into an option (an “Eastern stock option”) to purchase that number of whole shares of Eastern common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of HarborOne common stock subject to such HarborOne stock option multiplied by (ii) the exchange ratio with an exercise price per share of HarborOne common stock (rounded up to the nearest whole cent) equal to the quotient of (x) the exercise price per share of HarborOne common stock of such HarborOne stock option divided by (y) the exchange ratio.

 

3

HarborOne RSAs. Each award in respect of a share of HarborOne common stock subject to vesting, or other time-based lapse restrictions granted under the HarborOne equity plans (a “HarborOne RSA”) will automatically vest in full, and the shares of HarborOne common stock underlying such vested HarborOne RSA shall be considered outstanding shares of HarborOne common stock entitled to receive the merger consideration.

HarborOne PRSUs. Each performance-based restricted stock unit granted under the HarborOne equity plans that is outstanding and unvested immediately prior to the effective time (a “HarborOne PRSU”) will, automatically and without any required action on the part of the holder thereof, accelerate in full and fully vest, with any applicable performance-based vesting condition to be deemed achieved at the target level of performance, and shall be considered outstanding shares of HarborOne common stock entitled to receive the merger consideration.

 

Q.	How will the merger affect the HarborOne Bank ESOP?

 

A.

HarborOne will terminate the HarborOne ESOP, effective as of the day immediately prior to the effective time but contingent on the closing of the merger (the “ESOP termination date”). HarborOne employees who continue employment with Eastern after the bank merger and meet the eligibility requirements under Eastern’s employee stock ownership plan will be eligible to participate in any employee stock ownership plan sponsored or maintained by Eastern or one of its subsidiaries in 2026. All participants’ accounts in the HarborOne ESOP will become fully vested and 100% non-forfeitable as of the ESOP termination date, and no new participants will be admitted to the ESOP on or after the ESOP termination date. All shares of HarborOne common stock held by the ESOP immediately prior to the effective time will be converted into the right to receive the merger consideration. Following the effective time, any unallocated shares of Eastern common stock held by the ESOP and any other remaining unallocated assets will be deemed to be earnings and will be allocated as earnings to the accounts of the ESOP participants, whether or not such participant is actively employed on the ESOP termination date, based on their account balances under the ESOP as of the ESOP termination date and distributed to the participants of the ESOP, except as may be required by applicable law or the terms of the ESOP.

 

Q.	Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?

 

A.

Yes. Although the exchange ratio is fixed, the value of the stock consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value for Eastern common stock. Any fluctuation in the market price of Eastern common stock will change the value of the shares of Eastern common stock that HarborOne shareholders may elect to receive as stock consideration. Neither Eastern nor HarborOne is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Eastern common stock or HarborOne common stock.

 

Q.	Are HarborOne’s shareholders entitled to dissenters’ rights?

 

A.	No. Under the relevant provisions of the Massachusetts Business Corporation Act, as amended, HarborOne shareholders are not entitled to dissenters’ rights in the merger.

 

Q.	Are there any risks that I should consider in deciding whether to vote for the approval of the Merger Proposal, or the other proposals to be considered at the HarborOne special meeting?

 

A.

Yes. You should read and carefully consider the risk factors set forth in the section in this document titled “Risk Factors” beginning on page 22 of this proxy statement/prospectus. You also should read and carefully consider the risk factors of Eastern and HarborOne contained in the documents that are incorporated by reference into this proxy statement/prospectus.

 

4

Q.	Should HarborOne’s shareholders send in their stock certificates now?

 

A.

No. Please do not send in your stock certificates with your proxy. After the merger is completed, an exchange agent designated by Eastern and reasonably acceptable to HarborOne (the “exchange agent”) will send you instructions for exchanging HarborOne stock certificates for the merger consideration.

 

Q.	What are the material U.S. federal income tax consequences of the merger to U.S. holders of HarborOne common stock?

 

A.

The merger is intended to qualify, and the obligations of the parties to complete the merger are conditioned upon the receipt of a legal opinion from their respective counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, which is referred to in this proxy statement/prospectus as the Code. HarborOne’s shareholders generally will not recognize gain or loss with respect to the Eastern common stock that they receive in the merger, except with respect to any cash consideration or cash they receive in lieu of receiving a fractional share of Eastern common stock. See “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 100 of this proxy statement/prospectus. This tax treatment may not apply to all HarborOne shareholders. Determining the actual tax consequences of the merger to HarborOne shareholders can be complicated and will depend on the particular circumstances of each HarborOne shareholder. HarborOne shareholders should consult their own tax adviser for a full understanding of the merger’s tax consequences that are particular to each shareholder.

 

Q.	What are the interests of HarborOne’s executive officers and directors in the merger, if any?

 

A.

In considering the recommendation of the board of directors of HarborOne to vote in favor of the proposal to approve the merger agreement and the transactions contemplated thereby, including the merger, HarborOne’s shareholders should be aware that certain executive officers and directors of HarborOne have interests in the merger that are different from, or in addition to, the interests of HarborOne’s other shareholders generally. These interests include (i) the assumption and conversion of HarborOne stock options into Eastern stock options; (ii) the acceleration of time and performance-related vesting conditions for HarborOne RSAs and HarborOne PRSUs; (iii) the rights of certain executive officers under their existing HarborOne employment and change in control agreements; (iv) rights under the HarborOne ESOP; and (v) rights to continued indemnification and insurance coverage by Eastern after the merger for acts and omissions occurring before the merger completion of the merger. Additionally, Joseph F. Casey and one additional HarborOne director selected by Eastern will become members of the board of directors of Eastern and Eastern Bank following the closing. The board of directors of HarborOne was aware of these interests and considered them, among other matters, in adopting the merger agreement and approving the related transactions.

 

Q.	When will the merger be completed?

 

A.

Eastern and HarborOne expect that the merger will close during the fourth quarter of 2025, although Eastern has the right under the Merger Agreement to defer the closing until February 20, 2026 if the closing conditions are satisfied after October 31, 2025 but before February 20, 2026. However, neither Eastern nor HarborOne can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. HarborOne must first obtain the approval of HarborOne shareholders for the Merger Proposal. Eastern and HarborOne must also obtain necessary regulatory approvals and satisfy certain other closing conditions.

 

Q.	What are the conditions to complete the merger?

 

A.	The obligations of Eastern and HarborOne to complete the merger are subject to the satisfaction or waiver of the closing conditions contained in the merger agreement, including the receipt of required regulatory

 

5

approvals and the expiration of all statutory waiting periods without the imposition of any materially burdensome condition. For more information, see “The Merger Agreement—Conditions to Complete the Merger” beginning on page 95 of this proxy statement/prospectus.

 

Q.	What happens if the merger is not completed?

 

A.

If the merger is not completed, holders of HarborOne common stock will not receive any consideration for their shares of HarborOne common stock in connection with the merger. Instead, HarborOne will remain an independent public company, HarborOne common stock will continue to be listed and traded on Nasdaq, and Eastern will not complete the issuance of shares of Eastern common stock pursuant to the merger agreement. In addition, if the merger agreement is terminated in certain circumstances, a termination fee of $18.9 million will be payable by HarborOne to Eastern. See “The Merger Agreement—Termination Fees” beginning on page 97 of this proxy statement/prospectus for a more detailed discussion of the circumstances under which a termination fee will be required to be paid.

 

Q.	Where can I find more information about the companies?

 

A.	You can find more information about Eastern and HarborOne from the various sources described under the section of this document titled “Where You Can Find More Information” beginning on page 124 of this proxy statement/prospectus.

Questions and Answers About the Special Meeting of HarborOne Shareholders

 

Q.	When and where will HarborOne’s shareholders meet?

 

A.	The special meeting will be held by means of remote communication on August 20, 2025 at 11:00 a.m., Eastern time.

Even if you plan to attend the special meeting, HarborOne recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

 

Q.	What matters are HarborOne’s shareholders being asked to approve at the HarborOne special meeting pursuant to this proxy statement/prospectus?

 

A.	At the special meeting, HarborOne’s shareholders will be asked to consider and vote on the following proposals:

 

•

Proposal 1: The Merger Proposal;

 

•

Proposal 2: The Merger-Related Compensation Proposal; and

 

•

Proposal 3: The Adjournment Proposal.

In order to complete the merger, among other things, HarborOne shareholders must approve the Merger Proposal. Neither of the approval of the Merger-Related Compensation Proposal nor the Adjournment Proposal is a condition to the obligations of Eastern or HarborOne to complete the merger.

 

Q.	What does HarborOne’s board of directors recommend with respect to the three proposals?

 

A.	The HarborOne board of directors unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal, and “FOR” the Adjournment Proposal.

In considering the recommendations of the HarborOne board of directors, HarborOne shareholders should be aware that HarborOne directors and executive officers may have interests in the merger that are different

 

6

from, or in addition to, the interests of HarborOne shareholders generally. See the section titled “The Merger—Interests of HarborOne’s Executive Officers and Directors in the Merger” beginning on page 63 of this proxy statement/prospectus for a complete description of these interests.

 

Q.	Who is eligible to vote at the HarborOne special meeting of shareholders?

 

A.	Only holders of record of HarborOne common stock at the close of business on June 20, 2025, which is the record date for the special meeting, are entitled to vote at the special meeting.

Attendance at the special meeting is not required to vote. See below and the section titled “The Special Meeting of HarborOne Shareholders—How to Vote” beginning on page 40 of this proxy statement/prospectus for instructions on how to vote your shares of HarborOne common stock without attending the special meeting.

 

Q.	How many votes must be represented in person or by proxy at the special meeting to have a quorum?

 

A.	The presence, in person or by proxy, of holders of a majority of the votes entitled to be cast at the special meeting is necessary to constitute a quorum for the transaction of any business at the special meeting.

 

Q.	What vote by HarborOne’s shareholders is required to approve the HarborOne special meeting proposals?

 

A.

Proposal 1: Merger Proposal. Approval of the Merger Proposal requires the affirmative vote of the holders of two-thirds of the outstanding shares of HarborOne common stock entitled to vote on the Merger Proposal. Accordingly, an abstention or other failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal.

Proposal 2: Merger-Related Compensation Proposal. Approval of the Merger-Related Compensation Proposal requires that votes cast in favor of the proposal exceed the votes cast against the proposal. Accordingly, assuming a quorum is present at the special meeting, an abstention or other failure to vote will have no effect on the outcome of the Merger-Related Compensation Proposal.

Proposal 3: Adjournment Proposal. Approval of the Adjournment Proposal requires that votes cast in favor of the proposal exceed the votes cast against the proposal. Accordingly, assuming a quorum is present at the special meeting, an abstention or other failure to vote will have no effect on the outcome of the Adjournment Proposal.

 

Q.	What is a “broker non-vote”?

 

A.

If you are a beneficial owner of shares of HarborOne common stock held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of New York Stock Exchange, referred to herein as the NYSE (which in this matter also apply to Nasdaq-listed companies), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your uninstructed shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank, or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. The Merger Proposal, the Merger-Related Compensation Proposal, and the Adjournment Proposal are considered to be “non-routine” under NYSE rules such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. In other words, there will be no broker non-votes for any of the proposals to be voted on at the special meeting.

 

7

Q.	Why am I being asked to consider and vote on a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of HarborOne in connection with the Merger-Related Compensation Proposal?

 

A.	Under SEC rules, HarborOne is required to seek a non-binding, advisory vote with respect to specified compensation that may become payable to HarborOne’s named executive officers that is based on or otherwise relates to the merger or “golden parachute” compensation.

 

Q.	What happens if HarborOne shareholders do not approve the Merger-Related Compensation Proposal?

 

A.

The vote on the Merger-Related Compensation Proposal is separate and apart from the votes to approve the other proposals being presented at the special meeting. Because the vote on the Merger-Related Compensation Proposal is advisory in nature only, it will not be binding upon HarborOne or Eastern before or following the merger. Accordingly, the specified compensation that may become payable to HarborOne’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and other contractual arrangements even if HarborOne shareholders do not approve the proposals concerning the merger-related executive compensation.

 

Q.	Are any HarborOne shareholders already committed to vote in favor of any of the special meeting proposals?

 

A.

Under voting agreements with Eastern, each of HarborOne’s directors and executive officers who individually own shares of HarborOne common stock, acting solely in his or her capacity as a shareholder, has agreed to vote all of his or her HarborOne common stock over which he or she has sole voting power in favor of the Merger Proposal. As of the record date for the special meeting of shareholders, the HarborOne shareholders who are parties to the voting agreements with Eastern collectively owned (with sole voting power) approximately 3.9% of the HarborOne common stock outstanding and entitled to vote at the special meeting.

 

Q.	How may HarborOne’s shareholders vote their shares for the special meeting proposals presented in this proxy statement/prospectus prior to the special meeting?

 

A.	Shares Held of Record: If you are a shareholder of record of HarborOne common stock as of the record date, you may submit your proxy before the special meeting in one of the following ways:

 

•

by signing the enclosed proxy card and mailing it in the enclosed, prepaid and addressed envelope;

 

•

by calling the toll-free number indicated on the accompanying proxy card and following the instructions, or

 

•

by accessing the web page indicated on the accompanying proxy card and following the on-screen instructions.

Proxies submitted by mail must be received by the close of business on August 19, 2025. Proxies submitted by telephone or through the internet must be received by 11:59 p.m., Eastern time, on August 19, 2025.

Shares Held in Brokerage Accounts: If you hold your shares of HarborOne common stock in street name (that is, you hold your shares of HarborOne common stock through a broker, bank or other holder of record), your bank, broker or other holder of record will forward proxy materials and voting instructions that you must follow in order to vote your shares of HarborOne common stock. You may receive more than one proxy card if your shares of HarborOne common stock are registered in different names or are held in more than one account. A broker, bank or other holder of record will not be able to vote your shares at the HarborOne special meeting without first receiving instructions from you on how to vote.

 

8

Shares Held in the ESOP or 401(k) Plan: If you participate in the ESOP or if you hold Company common stock through the 401(k) Plan, you will receive vote authorization form(s) that reflect all shares you may direct trustees to vote on your behalf under the plans. Under the terms of the ESOP, the ESOP trustee will vote all shares held by the ESOP in the same proportion as shares for which it has received timely voting instructions. Each ESOP participant may direct the trustee how to vote the shares of common stock allocated to his or her account. HarborOne Bank, as plan administrator of the 401(k) Plan, will vote any shares in the 401(k) Plan for which participants have not issued voting instructions as HarborOne Bank determines in its discretion and will direct the 401(k) Plan trustee accordingly. The deadline for returning your voting instructions for shares that you hold in the ESOP and the 401(k) Plan, if any, is 11:59 p.m., Eastern time, on August 8, 2025.

 

Q.	Can I attend the HarborOne special meeting and vote my shares in person?

 

A.

No, the special meeting will not convene in person and will only be held virtually by means of remote communication. Whether or not you intend to virtually attend the special meeting, you are urged to sign, date and return your proxy card, or to vote via the internet or by telephone promptly. If you subsequently choose to virtually attend the special meeting and wish to vote your shares at the special meeting, your original proxy may be revoked by voting by ballot at the special meeting.

 

Q.	May a HarborOne shareholder change its vote after submitting a proxy?

 

A.	Yes. HarborOne shareholders may revoke their proxy at any time before it is voted by:

 

•

filing a written notice revoking the proxy with HarborOne’s Corporate Secretary at the address below;

 

•

properly submitting to us a proxy with a later date; or

 

•

voting at the special meeting.

Attendance at the special meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

HarborOne Bancorp, Inc.

Attention: Corporate Secretary

770 Oak Street,

Brockton, Massachusetts 02301

Participants in the ESOP may revoke their instructions to the trustees of the ESOP with respect to voting of the shares of HarborOne common stock held in their ESOP account by submitting to the trustees of the ESOP a signed instruction card bearing a later date, but such new instruction card must be received by the trustees of the ESOP on or prior to the last date for submission of such instructions with respect to the special meeting designated in the separate voting instructions provided by the trustees of the ESOP.

 

Q.	What should HarborOne shareholders do if they receive more than one set of voting materials?

 

A.

HarborOne shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of HarborOne common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold these shares. If you are a holder of record of HarborOne common stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of HarborOne common stock that you own.

 

9

Q.	What is householding and how does it affect me?

 

A.

The SEC permits companies to send a single set of proxy materials to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if the applicable shareholders provide advance notice and follow certain procedures. In such cases, each shareholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners HarborOne common stock, as applicable, held through brokerage firms. If your family has multiple accounts holding HarborOne common stock, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement/prospectus. The broker will arrange for delivery of a separate copy of this proxy statement/prospectus promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

 

Q.	What do HarborOne’s shareholders need to do now?

 

A.

After carefully reading and considering the information contained in this proxy statement/prospectus, HarborOne’s shareholders are requested to complete and return their proxies as soon as possible. The proxy card will instruct the persons named on the proxy card to vote the HarborOne shareholder’s shares of HarborOne common stock at the special meeting as the shareholder directs. If a HarborOne shareholder signs, dates and sends in a proxy card and does not indicate how the shareholder wishes to vote, the proxy will be voted “FOR” all of the special meeting proposals.

 

Q.	If I am a HarborOne shareholder, who can help answer my questions?

 

A.	If you have any questions about the merger or the special meeting, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact HarborOne’s proxy solicitor at the following address or phone number:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Shareholders may call toll free: (877) 750-9499

Banks and Brokers may call collect: (212) 750-5833

 

10

 

11

 

12

 

13

 

14

 

15

 

16

 

17

 

18

 

19

 

20

 

21

RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements,” HarborOne shareholders should carefully consider the following risks before deciding whether to vote for approval of the merger agreement. In addition, HarborOne shareholders should read and consider the risks associated with the business of Eastern because these risks will relate to the combined company. Certain of these risks with respect to the business of Eastern can be found in Eastern’s annual report on Form 10-K for the fiscal year ended December 31, 2024 (“Eastern’s 2024 10-K”), and quarterly report on Form 10-Q for the quarter ended March 31, 2025, which reports are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 124 and “Incorporation of Certain Documents by Reference” beginning on page 125 of this proxy statement/prospectus.

Risks Related to the Merger

Because the market price of Eastern common stock will fluctuate, HarborOne shareholders cannot be sure of the trading value of the stock consideration they may receive.

In the merger, to the extent HarborOne shareholders receive all or a portion of their merger consideration as stock consideration, each share of HarborOne common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by Eastern or HarborOne, will be converted into the right to receive 0.765 shares of Eastern common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either Eastern common stock or HarborOne common stock. Changes in the price of Eastern common stock between now and the time of the merger will affect the value that HarborOne shareholders will receive in the merger. Neither Eastern nor HarborOne is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Eastern common stock or HarborOne common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in HarborOne’s and Eastern’s businesses, operations and prospects, the prices of securities in global financial markets, including market prices of HarborOne, Eastern and other banking companies and regulatory considerations, many of which are beyond HarborOne’s and Eastern’s control. Therefore, at the time of the HarborOne special meeting, HarborOne shareholders will not know the market value of the stock consideration that HarborOne shareholders may elect to receive at the effective time. You should obtain current market quotations for shares of Eastern common stock and for shares of HarborOne common stock.

The market price of Eastern common stock after the merger may be affected by factors different from those currently affecting the shares of HarborOne common stock or Eastern common stock.

In the merger, HarborOne shareholders who elect to receive the stock consideration will become Eastern shareholders. Eastern’s business differs from that of HarborOne. Accordingly, the results of operations of Eastern and the market price of Eastern common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Eastern and HarborOne. For a discussion of the businesses of Eastern and HarborOne and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 124 of this proxy statement/prospectus.

HarborOne shareholders may receive a form of merger consideration different from what they elect.

While each HarborOne shareholder may elect to receive the cash consideration or the stock consideration with respect to each share of HarborOne common stock held, the merger agreement provides that the shareholder election will be subject to a proration mechanism, such that the total number of shares of HarborOne common

 

22

stock (including shares subject to HarborOne restricted stock awards) entitled to receive the stock consideration will be equal to no less than 75% and no more than 85% of the aggregate number of shares of HarborOne common stock issued and outstanding immediately prior to the effective time (including shares subject to HarborOne restricted stock awards), and all other shares of HarborOne common stock issued and outstanding immediately prior to the effective time will be entitled to receive the cash consideration. Therefore, if the aggregate number of shares with respect to which a valid cash consideration or stock election has been made is higher or lower than these limits, shareholders who elected the form of consideration that has been oversubscribed or who did not make an election will receive a mixture of both cash and stock consideration in accordance with the proration procedures set forth in the merger agreement. If you are a HarborOne shareholder and you do not make an election to receive cash or Eastern common stock in the merger, your elections are not received by the exchange agent by the election deadline or your forms of election are improperly completed and/or are not signed, you will be deemed not to have made an “election” and your shares will be considered “non-election shares,” and you may receive merger consideration that will depend on the elections that have been made by other HarborOne shareholders. As a result, your ability to receive the cash consideration, the stock consideration, or a combination thereof in accordance with your election may depend on the elections of other holders of HarborOne common stock.

If you are a HarborOne shareholder and you submit your HarborOne common stock certificates to make an election, you will not be able to sell those shares, unless you revoke your election prior to the election deadline.

If you are a registered HarborOne shareholder and want to make a valid cash consideration or stock election, you will have to deliver your stock certificates (or follow the procedures for guaranteed delivery), and a properly completed and signed form of election to the exchange agent prior to the election deadline. You will not be able to sell any shares of HarborOne common stock that you have delivered as part of your election unless you revoke your election before the election deadline by providing written notice to the exchange agent. Unless otherwise agreed to in advance by Eastern and HarborOne, the election deadline will be 5:00 p.m. local time (in the city in which the principal office of the exchange agent is located), on the date that Eastern and HarborOne agree is as near as practicable to two business days prior to the expected closing date of the merger. Eastern and HarborOne will cooperate to issue a press release announcing the date of the election deadline at least five business days prior to, and not more than fifteen business days prior to, the election deadline. If you do not revoke your election, you will not be able to liquidate your investment in HarborOne common stock for any reason until you receive the merger consideration. In the time between the election deadline and the closing of the merger, the trading price of HarborOne or Eastern common stock may decrease, and you might otherwise want to sell your shares of HarborOne common stock to gain access to cash, make other investments, or reduce the potential for a decrease in the value of your investment. The date that you will receive your merger consideration depends on the completion date of the merger, which is uncertain. The completion date of the merger might be later than expected due to unforeseen events, such as delays in obtaining regulatory approvals; if the merger cannot be completed on or before October 31, 2025, Eastern may exercise its right under the merger agreement to defer the completion of the merger to February 20, 2026 (assuming the satisfaction of all closing conditions and that completion of the merger is feasible on that date).

The fairness opinion rendered to the board of directors of HarborOne by its financial advisor prior to the signing of the merger agreement does not reflect changes in events or circumstances occurring after the dates of the opinion.

The opinion of Raymond James, financial advisor to HarborOne, was delivered on and dated April 24, 2025. This opinion does not reflect changes that may occur or may have occurred after the date on which it was delivered, including changes to the operations and prospects of HarborOne or Eastern, changes in general market and economic conditions or other changes. Any of these changes may alter the relative value of HarborOne or Eastern or the prices of shares of HarborOne common stock or Eastern common stock by the time the merger is completed. The opinion does not speak as of the date the merger will be completed or as of any date other than

 

23

the date of the opinion. For a description of the opinion of HarborOne’s financial advisor, please see the section titled “The Merger—Opinion of HarborOne’s Financial Advisor” on page 51 of this proxy statement/prospectus.

HarborOne will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on HarborOne and, consequently, on Eastern. These uncertainties may impair HarborOne’s ability to attract, retain and motivate key personnel until the merger is consummated, and could cause customers and others that do business with HarborOne to seek to change existing business relationships with HarborOne. Retention of senior HarborOne employees who are not anticipated to have a role with the combined company may be challenging during the pendency of the merger, as prospective severance or retention payments may not provide a sufficient incentive for them to remain with HarborOne. In addition, the merger agreement restricts HarborOne from taking certain actions without the consent of Eastern until the merger occurs. These restrictions may prevent HarborOne from pursuing attractive business opportunities that may arise prior to the completion of the merger. Please see the section titled “The Merger Agreement—Covenants and Agreements—Conduct of Businesses Prior to the Consummation of the Merger” on page 86 of this proxy statement/prospectus for a description of the restrictive covenants to which HarborOne is subject.

Eastern may fail to realize all of the anticipated benefits of the merger, particularly if the integration of Eastern’s and HarborOne’s businesses is more difficult than expected.

The success of the merger will depend, in part, on Eastern’s ability to successfully combine the businesses of Eastern and HarborOne. Eastern may fail to realize some or all of the anticipated benefits of the transaction if the integration process takes longer or is more costly than expected. Furthermore, any number of unanticipated adverse occurrences for either the business of HarborOne or Eastern may cause Eastern to fail to realize some or all of the expected benefits. The integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Each of these issues might adversely affect Eastern, HarborOne or both during the transition period, resulting in adverse effects on Eastern following the merger. As a result, revenues may be lower than expected or costs may be higher than expected and the overall benefits of the merger may not be as great as anticipated.

Some of the HarborOne executive officers and directors may have interests and arrangements that may have influenced their decisions to support and recommend that you approve the merger.

The interests of executive officers and directors of HarborOne are different from, or in addition to, the interests of HarborOne’s other shareholders generally. These interests include (i) the assumption and conversion of HarborOne equity awards into Eastern equity awards; (ii) the rights of certain executive officers under their existing HarborOne employment and change in control agreements; (iii) prorated retainer payable to members of the board of directors of HarborOne; (iv) rights under the HarborOne ESOP; and (v) rights to continued indemnification and insurance coverage by Eastern after the merger for acts and omissions occurring before the merger. In addition, upon and subject to the completion of the merger, Joseph F. Casey, HarborOne’s President and Chief Executive Officer, and one other current member of the HarborOne board of directors will join the respective boards of directors of the Eastern and Eastern Bank. The board of directors of HarborOne was aware of these interests and considered them among other matters, in approving the merger agreement and related transactions.

See the section titled “The Merger—Interests of HarborOne’s Executive Officers and Directors in the Merger” beginning on page 63 of this proxy statement/prospectus for a more complete description of these interests.

 

24

Eastern may be unable to retain Eastern and/or HarborOne personnel successfully after the merger is completed.

The success of the merger will depend in part on Eastern’s ability to retain the talents and dedication of key employees currently employed by Eastern and HarborOne. It is possible that these employees may decide not to remain with Eastern or HarborOne, as applicable, while the merger is pending or with Eastern after the merger is completed. If Eastern and HarborOne are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, Eastern and HarborOne could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, Eastern’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating Eastern and HarborOne to hiring suitable replacements, all of which may cause Eastern’s business to suffer. In addition, Eastern and HarborOne may not be able to locate or retain suitable replacements for any key employees who leave either company.

The unaudited pro forma condensed combined financial statements included in this proxy statement/prospectus are preliminary and the actual purchase price as well as the actual financial condition and results of operations of Eastern after the merger may differ materially.

The unaudited pro forma condensed combined financial statements in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Eastern’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments, which are based upon preliminary estimates, to record the HarborOne identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of HarborOne as of the date of the completion of the merger. Accordingly, the actual purchase price may vary significantly from the purchase price used in preparing the unaudited pro forma combined consolidated financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, please see the section titled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 30 of this proxy statement/prospectus.

Eastern and HarborOne have incurred and expect to continue to incur significant costs related to the merger and integration.

Eastern and HarborOne have incurred and expect to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, Eastern will incur integration costs following the completion of the merger as Eastern integrates the HarborOne business, including facilities and systems consolidation costs and employment-related costs. Eastern and HarborOne will also incur significant legal, financial advisory, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger. Some of these costs are payable regardless of whether the merger is completed. See the section titled “The Merger Agreement— Fees and Expenses” beginning on page 98 of this proxy statement/prospectus.

Eastern and HarborOne may also incur additional costs to maintain employee morale and to retain key employees. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

The merger agreement limits HarborOne’s ability to pursue alternatives to the merger and could discourage a potential acquirer that might be willing to pay more to acquire or merge with HarborOne.

The merger agreement contains provisions that limit HarborOne’s ability to solicit, initiate, encourage or take any actions to facilitate competing third-party proposals to acquire all or substantially all of HarborOne.

 

25

These provisions, which include a $18.9 million termination fee, payable to Eastern under certain circumstances, might discourage a potential competing acquiror that might have an interest in acquiring all or substantially all of HarborOne from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire HarborOne than it might otherwise have proposed to pay.

The voting agreements could discourage a third party from pursuing an alternative transaction involving HarborOne.

Concurrently with the execution and delivery of the merger agreement, Eastern entered into voting agreements with each director and executive officer of HarborOne. Pursuant to the support agreements, each of HarborOne’s directors and executive officers has agreed to (i) vote the shares of HarborOne common stock such party owns beneficially as of record and has the sole power to vote or direct the voting of in favor of the approval of the merger proposal, and against any competing transaction and (ii) not transfer such holder’s shares of HarborOne common stock prior to the HarborOne special meeting, with certain limited exceptions set forth in the support agreements. As of June 20, 2025, the record date for the HarborOne special meeting, HarborOne’s directors and executive officers held dispositive voting power over approximately 3.9% of the voting power represented by issued and outstanding shares of HarborOne common stock. For more information, see the section titled “Voting Agreements.” The existence of the support agreements could discourage a third party from pursuing an alternative transaction involving HarborOne.

Regulatory approvals may not be received, may take longer to receive than expected or may impose burdensome conditions that are not presently anticipated.

Before the merger may be completed, certain approvals or consents must be obtained from the various bank regulatory and other authorities of the United States and the Commonwealth of Massachusetts. These governmental entities, including the Federal Reserve Board, the FDIC and the Massachusetts Division of Banks, may impose conditions on the completion of the merger or require changes to the terms of the merger. While Eastern and HarborOne do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of Eastern following the merger, any of which might have a material adverse effect on Eastern following the merger. Eastern is not obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger include any conditions or restrictions that would constitute a “Burdensome Condition” as defined in the merger agreement.

Although the parties believe they have filed all applications and notice materials and have submitted all requested supplemental information necessary to obtain these regulatory approvals or confirmations in accordance with applicable law, there can be no assurance as to whether the regulatory approvals will be received or the timing of the approvals. For more information, see the section titled “The Merger—Regulatory Approvals Required to Complete the Merger” beginning on page 71 of proxy statement/prospectus.

If the merger cannot be completed by October 31, 2025, Eastern may choose to defer the completion of the merger until February 20, 2026.

If the merger cannot be completed on or before October 31, 2025, Eastern expects to exercise its right under the merger agreement to defer the completion of the merger to February 20, 2026 (assuming the satisfaction of all closing conditions and that completion of the merger is feasible on that date). February 20, 2026 is the business day immediately preceding the date scheduled for the conversion of HarborOne’s information systems to Eastern’s systems. Eastern has the right under the merger agreement to defer the completion of the merger in its sole discretion until February 20, 2026 if the satisfaction or waiver of the conditions to the completion of the merger specified in the merger agreement (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the closing) occurs after October 31, 2025 (but on or before February 20, 2026).

 

26

If the merger is not completed by April 24, 2026, either Eastern or HarborOne may choose not to proceed with the merger.

Either Eastern or HarborOne may terminate the merger agreement if the merger has not been completed by April 24, 2026, unless the failure of the merger to be completed has resulted from the failure of the party seeking to terminate the merger agreement to perform its obligations.

The shares of Eastern common stock that may be received by HarborOne shareholders as a result of the merger will have different rights from the shares of HarborOne common stock.

The rights associated with HarborOne common stock are different from the rights associated with Eastern common stock. See the section of this proxy statement/prospectus titled “Comparison of Rights of Shareholders of Eastern and Shareholders of HarborOne” beginning on page 108 of this proxy statement/prospectus for a discussion of the different rights associated with Eastern common stock.

Shareholders of HarborOne will have a reduced ownership and voting interest in the combined institution after the merger and will exercise less influence over management than they do now with respect to HarborOne.

As a result of the merger, the percentage ownership of every HarborOne shareholder in the combined company that elects to receive the stock consideration will be smaller than the HarborOne shareholder’s percentage ownership of HarborOne prior to the merger. Eastern estimates that, immediately following the completion of the merger and assuming 80% stock consideration, the midpoint of the range, former HarborOne shareholders will own approximately 10.6% of the outstanding shares of Eastern common stock, and current Eastern shareholders will own approximately 89.4% of the outstanding shares of Eastern common stock.

Failure to complete the merger could negatively impact the future business and financial results of HarborOne.

If the merger is not completed, the ongoing business of HarborOne may be adversely affected and HarborOne will be subject to several risks, including the following:

 

•

HarborOne may be required, under certain circumstances, to pay Eastern a termination fee of $18.9 million under the merger agreement;

 

•

HarborOne will be required to pay certain costs relating to the merger, whether or not the merger is completed, such as legal, accounting, financial advisor and printing fees;

 

•

under the merger agreement, HarborOne is subject to certain restrictions on the conduct of its business prior to completion of the merger, which may adversely affect its ability to execute certain of its business strategies; and

 

•

matters relating to the merger may require substantial commitments of time and resources by HarborOne’s management, which could otherwise have been devoted to other opportunities that may have been beneficial to HarborOne as an Eastern company.

In addition, if the merger is not completed, HarborOne may experience negative reactions from its customers and employees. HarborOne also could be subject to litigation related to any failure to complete the merger. If the merger is not completed, HarborOne cannot assure its shareholders that the risks described above will not materialize and will not materially affect the business and financial results of HarborOne.

HarborOne shareholders will not have dissenters’ rights in the merger.

Dissenters’ rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares

 

27

as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Under the MBCA, a shareholder may not dissent from a merger as to shares that are listed on a national securities exchange at the record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to vote upon the agreement of merger or consolidation.

Because HarborOne common stock is listed on Nasdaq, a national securities exchange, and is expected to continue to be so listed on the record date, and because the merger otherwise satisfies the foregoing requirements of the MBCA, holders of HarborOne common stock will not be entitled to dissenters’ rights in the merger with respect to their shares of HarborOne common stock.

Eastern will be able to issue additional shares of its common stock from time to time in the future, which may adversely affect the market price of Eastern common stock and dilute the holdings of existing shareholders.

In the future, Eastern may issue additional shares of Eastern common stock from time to time, including in connection with another acquisition or to increase its capital resources or if Eastern’s or Eastern Bank’s capital ratios fall below or near regulatory required minimums in effect from time to time. Additional common stock offerings may dilute the holdings of Eastern’s then existing shareholders or reduce the market price of Eastern common stock, or both. Eastern may also issue shares of Eastern preferred stock, which may be viewed as having adverse effects upon the holders of Eastern common stock.

Shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of Eastern and HarborOne.

Shareholders of Eastern and/or HarborOne may file lawsuits against Eastern, HarborOne and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting Eastern or HarborOne defendants from completing the merger, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Eastern and/or HarborOne, including any cost associated with the indemnification of directors and officers of each company. Eastern and HarborOne may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of Eastern and HarborOne and could prevent or delay the completion of the merger.

The merger is subject to approval by shareholders of HarborOne

The merger cannot be completed unless the HarborOne shareholders approve the merger agreement by the affirmative vote of the holders of two-thirds of the HarborOne common stock outstanding and entitled to vote on the Merger Proposal. If shareholder approval is not obtained by HarborOne’s shareholders, the merger and related transactions cannot be completed.

Risks Related to Eastern’s Business

You should read and consider risk factors specific to Eastern’s business that will also affect Eastern after the merger. These risks are described in the sections titled “Risk Factors” in Eastern’s 2024 10-K, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section titled “Where You Can Find More Information” beginning on page 124 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

 

28

Risks Related to HarborOne’s Business

You should read and consider risk factors specific to HarborOne’s business that will also affect Eastern following the completion of the merger. These risks are described in the sections titled “Risk Factors” in HarborOne’s Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section titled “Where You Can Find More Information” beginning on page 124 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

 

29

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Eastern and HarborOne as an acquisition by Eastern of HarborOne. The merger agreement provides that each holder of HarborOne common stock receive, at their election, for each share of HarborOne common stock either (i) 0.765 shares of Eastern’s common or (ii) $12.00 in cash. Eastern anticipates issuing approximately 25.2 million shares of its common stock and paying $98.8 million in cash consideration in the merger, subject to proration to ensure that the total number of shares of HarborOne common stock that receive the stock consideration represents between 75% and 85% of the total number of shares of HarborOne common stock outstanding immediately prior to the effective time of the merger.

In addition, the following unaudited pro forma condensed financial information reflects the statements of income for the three months ended March 31, 2025 and for the year ended December 31, 2024, as if the merger of HarborOne into Eastern occurred on January 1, 2024. The unaudited pro forma condensed balance sheet as of March 31, 2025, assumes that the merger of HarborOne into Eastern occurred as of March 31, 2025.

The unaudited pro forma condensed combined financial information have been prepared to give effect to the acquisition of HarborOne by Eastern under the provision of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, ASC 805, “Business Combinations” where the assets and liabilities of HarborOne will be recorded by Eastern at their respective fair values as of the date the merger is completed.

The following unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of Eastern and the related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Eastern’s 2024 10-K, and the historical unaudited condensed consolidated financial statements of Eastern and the related notes included in Eastern’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2025 and (ii) the historical audited consolidated financial statements of HarborOne and the related notes included in HarborOne’s Annual Report on Form 10-K for the year ended December 31, 2024, and the historical unaudited consolidated financial statements of HarborOne and the related notes included in HarborOne’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2025.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the date indicated or that may be achieved in the future. The pro forma financial information has been prepared by Eastern in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020.

The merger-related pro forma adjustments included to arrive at the unaudited pro forma condensed combined financial information reflect estimated fair values of the assets and liabilities of HarborOne based upon historical information as of March 31, 2025, the most recent practicable date. Eastern has not performed the detailed valuation analysis necessary to determine the fair market values of HarborOne’s assets to be acquired and liabilities to be assumed, and accordingly, estimates have been used. Therefore, the unaudited pro forma condensed combined financial data includes an estimated allocation of the purchase price. The pro forma adjustments included in this joint proxy statement/prospectus are subject to change depending on changes in interest rates and the components of assets and liabilities, and as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after the merger is completed and after completion of thorough analyses to determine the fair value of HarborOne’s tangible and identifiable intangible assets and liabilities as of the date the merger is completed. Increases or decreases in the fair values of the net assets as compared with the information shown in the unaudited pro forma condensed

 

30

combined financial data may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may affect Eastern’s statement of operations due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to HarborOne’s shareholders’ equity, including results of operations and certain balance sheet changes from March 31, 2025 through the date the merger is completed will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented in this joint proxy statement/prospectus. Eastern does not expect any such difference to be material to its financial condition or results of operations.

The unaudited pro forma condensed combined financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors. The pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information.

 

31

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of March 31, 2025

 

										Transaction Accounting Adjustments (Note 3)
		Historical Eastern Bankshares, Inc.				Historical HarborOne Bancorp, Inc.				Pro forma Adjustments				Note 3				Pro forma Condensed Combined
		(In thousands)
ASSETS
Cash and due from banks		$	368,803			$	230,492			$	(98,833	)			A			$	500,462
Investment securities			4,444,779				284,855				(342	)			B				4,729,292
Loans			17,923,759				4,840,337				(275,601	)			C				22,488,495
Allowance for loan losses			(224,310	)			(49,323	)			(54,712	)			D				(328,345	)
Net loans			17,699,449				4,791,014				(330,313	)							22,160,150
FHLB stock			9,224				18,330				—								27,554
Premises and equipment			65,130				45,510				(4,000	)			E				106,640
Bank-owned life insurance			206,087				98,469				—								304,556
Goodwill and other intangibles, net			1,042,351				59,610				149,544				F				1,251,505
Other assets			1,150,218				172,050				66,759				G				1,389,027
Total assets		$	24,986,041			$	5,700,330			$	(217,185	)						$	30,469,186
LIABILITIES AND EQUITY
Deposits		$	20,797,102			$	4,629,091			$	(998	)			H			$	25,425,195
Borrowed funds			54,909				399,547				(268	)			I				454,188
Other liabilities			551,096				95,725				—								646,821
Total liabilities			21,403,107				5,124,363				(1,266	)							26,526,204
Shareholders’ equity
Common stock			2,116				598				(346	)			J				2,368
Additional paid in capital			2,188,552				268,811				121,072				K				2,578,435
Unallocated common shares held by the Employee Stock Ownership Plan			(126,562	)			(23,488	)			23,488				L				(126,562	)
Retained earnings			1,842,607				375,710				(405,797	)			M				1,812,520
Accumulated other comprehensive income, net of tax			(323,779	)			(45,664	)			45,664				N				(323,779	)
Total shareholders’ equity			3,582,934				575,967				(215,919	)							3,942,982
Total liabilities and shareholders’ equity		$	24,986,041			$	5,700,330			$	(217,185	)						$	30,469,186

See the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

 

32

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

For the Three Months Ended March 31, 2025

 

										Transaction Accounting Adjustments (Note 4)
Three Months Ended March 31, 2025		Historical Eastern Bankshares, Inc.				Historical HarborOne Bancorp, Inc.				Pro forma Adjustments				Note 4				Pro forma Condensed Combined
		(Dollars in thousands, except per share data)
Interest and dividend income:
Interest and fees on loans		$	228,467			$	60,168			$	8,858				A			$	297,493
Taxable interest and dividends on investment securities			31,160				1,993				74				B				33,227
Non-taxable interest and dividends on investment securities			1,442				—				—								1,442
Interest on federal funds sold and other short-term investments			4,636				2,278				—								6,914
Total interest and dividend income			265,705				64,439				8,932								339,076
Interest expense:
Interest on deposits			75,998				27,643				—								103,641
Interest on borrowings			808				5,327				—								6,135
Total interest expense			76,806				32,970				—								109,776
Net interest income			188,899				31,469				8,932								229,300
Provision for allowance for loan losses			6,600				1,385				—								7,985
Net interest income after provision for loan losses			182,299				30,084				8,932								221,315
Noninterest income:
Investment advisory fees			16,437				—				—								16,437
Service charges on deposit accounts			8,315				5,153				—								13,468
Card income			3,920				—				—								3,920
Losses on sales of securities available for sale, net			(269,638	)			—				—								(269,638	)
Other			4,848				4,738				—								9,586
Total noninterest (loss) income			(236,118	)			9,891				—								(226,227	)
Noninterest expense:
Salaries and employee benefits			79,859				18,785				—								98,644
Occupancy and equipment			10,617				4,627				—								15,244
Technology and data processing			18,015				2,625				—								20,640
Professional services			2,924				1,382				—								4,306
FDIC insurance			3,288				1,050				—								4,338
Other			15,417				4,381				3,867				F				23,665
Total noninterest expense			130,120				32,850				3,867								166,837
(Loss) income before income tax expense			(183,939	)			7,125				5,065								(171,749	)
Income tax expense			33,727				1,625				1,403				G				36,755
Net (loss) income		$	(217,666	)		$	5,500			$	3,662							$	(208,504	)
Basic (loss) earnings per share		$	(1.09	)		$	0.14											$	0.93
Diluted (loss) earnings per share		$	(1.08	)		$	0.14											$	0.92
Basic weighted average shares			200,020,707				40,344,922				(15,142,410	)			H				225,223,219
Diluted weighted average shares			201,415,845				40,605,799				(15,403,287	)			H				226,618,357

See the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

 

33

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

For the Year Ended December 31, 2024

 

										Transaction Accounting Adjustments (Note 4)
Year Ended December 31, 2024		Historical Eastern Bankshares, Inc.				Historical HarborOne Bancorp, Inc.				Pro forma Adjustments				Note 4				Pro forma Condensed Combined
		(Dollars in thousands, except per share data)
Interest and dividend income:
Interest and fees on loans		$	808,041			$	249,112			$	35,339				A			$	1,092,492
Taxable interest and dividends on investment securities			90,582				8,147				707				B				99,436
Non-taxable interest and dividends on investment securities			5,766				—				—								5,766
Interest on federal funds sold and other short-term investments			42,377				14,149				—								56,526
Total interest and dividend income			946,766				271,408				36,046								1,254,220
Interest expense:
Interest on deposits			337,367				114,103				998				C				452,468
Interest on borrowings			1,802				31,653				268				D				33,723
Total interest expense			339,169				145,756				1,266								486,191
Net interest income			607,597				125,652				34,780								768,029
Provision for allowance for loan losses			67,380				8,277				41,614				E				117,271
Net interest income after provision for loan losses			540,217				117,375				(6,834	)							650,758
Noninterest income:
Trust and investment advisory fees			46,126				—				—								46,126
Service charges on deposit accounts			32,004				21,600				—								53,604
Debit card processing fees			14,177				—				—								14,177
Losses on sales of securities available for sale, net			(16,798	)			(1,041	)			—								(17,839	)
Other			48,408				26,358				(3,935	)			I				70,831
Total noninterest income			123,917				46,917				(3,935	)							166,899
Noninterest expense:
Salaries and employee benefits			302,345				74,016				16,995				I				393,356
Office occupancy and equipment			46,515				18,522				5,641				I				70,678
Data processing			75,383				10,191				14,519				I				100,093
Professional services			20,073				5,436				23,210				I				48,719
FDIC insurance			13,866				4,348				—								18,214
Other			50,186				17,522				17,292				F, I				85,000
Total noninterest expense			508,368				130,035				77,657								716,060
Income before income tax expense			155,766				34,257				(88,426	)							101,597
Income tax expense			36,205				6,850				(24,494	)			G				18,561
Net income		$	119,561			$	27,407			$	(63,932	)						$	83,036
Basic earnings per share		$	0.66			$	0.66											$	0.40
Diluted earnings per share		$	0.66			$	0.66											$	0.40
Basic weighted average shares			181,126,320				41,220,885				(16,018,373	)			H				206,328,832
Diluted weighted average shares			182,181,073				41,472,106				(16,269,594	)			H				207,383,585

See the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

 

34

EASTERN BANKSHARES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2025 and for the year ended December 31, 2024 combine the historical consolidated income statements of Eastern and HarborOne, giving effect to the merger as if it had been completed on January 1, 2024. The accompanying unaudited pro forma condensed combined balance sheet as of March 31, 2025 combines the historical consolidated balance sheets of Eastern and HarborOne, giving effect to the merger as if it had been completed on March 31, 2025.

The unaudited pro forma condensed combined financial information and explanatory notes have been prepared to illustrate the effects of the merger involving Eastern and HarborOne under the acquisition method of accounting with Eastern treated as the acquirer. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined company had the companies actually been combined at the beginning of the earliest period presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of the combined company. Under the acquisition method of accounting, the assets and liabilities of HarborOne, as of the effective time of the merger, will be recorded by Eastern at their respective fair values, and the excess of the merger consideration over the fair value of HarborOne’s net assets will be allocated to goodwill.

The merger agreement provides for each holder of HarborOne common stock, at their election, to receive in exchange for each share of HarborOne common stock either (i) 0.765 shares of Eastern’s common stock or (ii) $12.00 in cash. Eastern anticipates issuing approximately 25.2 million shares of its common stock and paying $98.8 million in cash consideration in the merger, subject to proration to ensure that the total number of shares of HarborOne common stock that receive the stock consideration represents between 75% and 85% of the total number of shares of HarborOne common stock outstanding immediately prior to the effective time of the merger.

2. Preliminary Purchase Price Allocation

The following table summarizes the determination of the purchase price consideration:

 

		As of March 31, 2025
		(In thousands)
Total purchase consideration		$	488,968
HarborOne Net Assets at Fair Value
Assets
Cash and cash equivalents			230,492
Investments			284,513
Loans receivable, net			4,502,315
FHLB stock			18,330
Premises and equipment			41,510
Bank owned life insurance			98,469
Core deposit intangible			92,383
Other assets			227,282
Total assets			5,495,294

 

35

		As of March 31, 2025
		(In thousands)
Liabilities and Equity
Deposits			4,628,093
Borrowings			399,279
Other liabilities			95,725
Total liabilities			5,123,097
Net assets acquired			372,197
Preliminary goodwill		$	116,771

3. Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheets

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined balance sheet. All taxable adjustments were calculated using a 27.70% tax rate, which represents Eastern’s combined federal and state statutory rate, to arrive at deferred tax asset or liability adjustments. All adjustments are based upon preliminary assumptions and valuations, which are subject to change.

 

A.

Adjustment to cash to reflect the cash consideration paid as component of purchase price.

 

B.

Adjustment to securities classified as held-to-maturity (“HTM”) to reflect the estimated fair value of the acquired investment securities.

 

C.

Adjustment to reflect acquired loans at their estimated fair value, including current interest rates and liquidity, as well as the allowance for loan losses gross-up for estimate of lifetime credit losses for purchased credit-deteriorated (“PCD”) loans.

 

D.

Adjustments to the allowance for loan losses include the following:

 

Reversal of historical HarborOne’s allowance for loan losses		$	49,323
Increase in allowance for loan losses for gross-up of estimated lifetime credit losses for purchased credit-deteriorated (“PCD”) loans			(62,421	)
Provision for estimate of lifetime credit losses on non-PCD loans			(41,614	)
		$	(54,712	)

 

E.

Adjustment to reflect acquired property and equipment at fair value.

 

F.

Adjustment to eliminate historical HarborOne goodwill and other intangible asset of $59.6 million, to establish $116.8 million of goodwill for the amount of consideration paid in excess of fair value of assets received over liabilities assumed, and to record $92.4 million of other intangible asset comprised of a core deposit intangible.

 

G.

Net adjustment to other assets of $66.8 million reflects estimated fair value adjustments for deferred taxes related to acquisition accounting adjustments.

 

H.

Adjustment to deposits to reflect the estimated fair value of certificates of deposits.

 

I.

Adjustment to borrowings to reflect the estimated fair value of Federal Home Loan Bank advances.

 

36

J.

Adjustments to common stock to eliminate HarborOne common stock and record the issuance of 25,202,512 shares of Eastern’s common stock at its par value of $0.01. The net adjustment was determined as follows (amounts in thousands, except for share and per share data):

 

Par value of common stock issued:
Shares issued			25,202,512
Par value		$	0.01
Amount issued			252
Elimination of HarborOne common stock			(598	)
Net adjustment		$	(346	)

 

K.

Adjustment to additional paid in capital to eliminate HarborOne additional paid in capital, which includes its treasury stock, and to record the issuance of 25,202,512 shares of Eastern’s common stock at its share price as of the close of business on April 23, 2025 of $15.48, closing price on the day prior to the announcement of the merger, less its par value of $0.01. The net adjustment was determined as follows (amounts in thousands, except for share and per share data):

 

Market price of common stock issued, net of par value
Shares issued			25,202,512
Share price, net of par value		$	15.47
Amount issued			389,883
Elimination of HarborOne additional paid in capital			(268,811	)
Net adjustment		$	121,072

 

L.

Adjustment to eliminate HarborOne’s unearned compensation - ESOP.

 

M.

Adjustment to eliminate HarborOne retained earnings and to record the provision for loan losses, net of tax, on non-PCD acquired loans.

 

N.

Adjustment to eliminate HarborOne accumulated comprehensive income.

4. Pro Forma Adjustments to the Unaudited Condensed Combined Income Statements

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined income statements.

 

A.

Net adjustments to interest income of $8.9 million and $35.3 million for the three-month period ended March 31, 2025 and the year ended December 31, 2024, respectively, to eliminate HarborOne net accretion of deferred fees and costs and record the estimated accretion of the net discount on acquired loans and leases.

 

B.

Net adjustments to interest income of $0.1 million and $0.7 million for the three-month period ended March 31, 2025 and the year ended December 31, 2024, respectively, to eliminate HarborOne net amortization of security premiums and to record the estimated accretion of the discount on acquired investment securities.

 

C.

Adjustment to interest expense on deposits of $1.0 million for the year ended December 31, 2024 to record the estimated amortization of the deposit discount on acquired certificates of deposit. No adjustment was included for the three-month period ended March 31, 2025 as the estimated amortization term is one year.

 

D.

Adjustment to interest expense on borrowings $0.3 million for the year ended December 31, 2024 to reflect the estimated amortization of the borrowings discount on assumed FHLB advances. No adjustment was included for the three-month period ended March 31, 2025 as the estimated amortization term is one year.

 

37

E.

Adjustment to record the provision for allowance for loan losses related to non-PCD acquired loans of $41.6 million for year ended December 31, 2024.

 

F.

Adjustment to other noninterest expense to eliminate HarborOne’s historical amortization expense related to its core deposit intangible and to reflect estimated amortization of acquired core deposit intangible of $3.9 million and $16.6 million for the three-month period ended March 31, 2025 and the year ended December 31, 2025, respectively. The core deposit intangible was assumed to be amortized over 10 years using the sum-of-the-years’ digits amortization method for purposes of determining the adjustment.

 

G.

Adjustment to income tax expense to record the income tax effects of pro forma adjustments at the estimated combined statutory federal and state rate at 27.70%.

 

H.

Adjustment to weighted-average shares of Eastern’s common stock outstanding to eliminate weighted-average shares of HarborOne common stock outstanding and to reflect the estimated number of shares issued of Eastern’s common stock to holders of HarborOne’s common stock.

 

I.

Adjustments to reflect estimated transaction costs totaling $65.0 million which had not yet been incurred as of March 31, 2025.

 

38

THE SPECIAL MEETING OF HARBORONE SHAREHOLDERS

This section contains information for HarborOne shareholders about the special meeting that HarborOne has called to allow HarborOne shareholders to consider and vote on the Merger Proposal and other related matters. This proxy statement/prospectus is accompanied by a notice of the special meeting, and a form of proxy card that the HarborOne board of directors is soliciting for use by HarborOne shareholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting is scheduled to be held as follows:

Date: August 20, 2025

Time: 11:00 a.m., Eastern time

Place: www.virtualshareholdermeeting.com/HONE2025SM

Purpose of the Special Meeting

At the special meeting, HarborOne shareholders will be asked to consider and vote upon the following proposals:

 

•

the Merger Proposal;

 

•

the Merger-Related Compensation Proposal; and

 

•

the Adjournment Proposal.

Recommendation of HarborOne’s Board of Directors

The HarborOne board of directors recommends that you vote “FOR” the Merger Proposal, “FOR” the Merger-Related Compensation Proposal, and “FOR” the Adjournment Proposal. See “The Merger—HarborOne’s Reasons for the Merger” beginning on page 49 of this proxy statement/prospectus for a more detailed discussion of the HarborOne board’s recommendation.

Record Date; Shares Entitled to Vote

HarborOne shareholders are entitled to vote if the records of HarborOne show that they held shares of HarborOne common stock as of the close of business on June 20, 2025. Beneficial owners of shares held in the name of a broker, bank or other nominee (“street name”) should instruct their record holder how to vote their shares. As of the close of business on the record date, 43,075,333 shares of HarborOne common stock were outstanding, held by approximately 2,665 holders of record. Each share of HarborOne common stock has one vote on each matter presented to HarborOne shareholders. If you are a beneficial owner of shares of HarborOne common stock held in “street name” and you want to vote your shares at the special meeting, you will have to get a written proxy in your name from the broker, bank or other nominee entitling you to vote at the special meeting.

Quorum

The presence, in person or by proxy, of holders of a majority of the votes entitled to be cast at the special meeting is necessary to constitute a quorum for the transaction of any business at the special meeting. Each share of HarborOne common stock outstanding on the record date is entitled to one vote on each matter before the special meeting. Abstentions will be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting. Broker non-votes would generally be included in determining the presence of a quorum; however, since the special meeting will consider and vote upon only “non-routine” matters, there will be no broker non-votes.

 

39

Vote Required; Treatment of Abstentions and Failure to Vote

Merger Proposal:

 

•

Vote required: Approval of the Merger Proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of HarborOne common stock entitled to vote on the Merger Proposal. Approval of the Merger Proposal is a condition to the completion of the merger.

 

•

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the special meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Merger Proposal, such action will have the same effect as a vote against the Merger Proposal.

Merger-Related Compensation Proposal:

 

•

Vote required: Approval of the Merger-Related Compensation Proposal requires that votes cast in favor of the proposal exceed the votes cast against the proposal. Approval of the Merger-Related Compensation Proposal is not a condition to the completion of the merger.

 

•

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the special meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Merger-Related Compensation Proposal, you will not be deemed to have cast a vote with respect to the Merger-Related Compensation Proposal and it will have no effect on the Merger-Related Compensation Proposal.

Adjournment Proposal:

 

•

Vote required: Approval of the Adjournment Proposal requires that votes cast in favor of the proposal exceed the votes cast against the proposal. Approval of the Adjournment Proposal is not a condition to the completion of the merger.

 

•

Effect of abstentions and broker non-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the special meeting via the special meeting website, or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Adjournment Proposal, you will not be deemed to have cast a vote with respect to the Adjournment Proposal and it will have no effect on the Adjournment Proposal.

Attending the Special Meeting

All HarborOne shareholders as of the record date, or their duly appointed proxies, may attend the special meeting, which is being held virtually by means of remote communication at www.virtualshareholdermeeting.com/HONE2025SM. Shareholders will not be able to attend the special meeting in person.

How to Vote

Voting at the special meeting. If you are a shareholder of record and attend the special meeting, you may vote at the special meeting at the designated time during the meeting. You may attend and vote your shares at the special meeting by visiting www.virtualshareholdermeeting.com/HONE2025SM and entering the 16-digit control number on your proxy card.

Voting by proxy for shares registered directly in the name of the shareholder. If you hold your shares of HarborOne common stock in your own name as a holder of record with Broadridge Corporate Issuer Solutions, who we refer to as Broadridge, you may instruct the proxyholders named in the proxy card how to vote your shares of HarborOne common stock in one of the following ways:

 

•

Vote by internet: You may vote via the internet by following the instructions on your proxy card. The website for internet voting is printed on your proxy card. Please have your proxy card in hand. Internet

 

40

voting is available 24 hours per day until 11:59 p.m., Eastern time, on August 19, 2025. You will receive a series of instructions that will allow you to vote your shares of HarborOne common stock. You will also be given the opportunity to confirm that your instructions have been properly recorded. If you vote via the internet, you do not need to return your proxy card.

 

•

Vote by telephone: You may vote by telephone by calling the toll-free number listed on your proxy card. Telephone voting is available 24 hours per day until 11:59 p.m., Eastern time, on August 19, 2025. When you call, please have your proxy card in hand. You will receive a series of voice instructions that will allow you to vote your shares of HarborOne common stock. You will also be given the opportunity to confirm that your instructions have been properly recorded. If you vote by telephone, you do not need to return your proxy card.

 

•

Vote by mail: If you would like to vote by mail, upon receipt of the proxy card, please mark, sign and date your proxy card and return it promptly to Broadridge, in the postage-paid envelope provided.

Voting by proxy for shares registered in street name. If your shares of HarborOne common stock are held by a broker, a bank, or other nominee in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of HarborOne common stock voted.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this proxy statement/prospectus is being delivered to HarborOne shareholders residing at the same address, unless such HarborOne shareholders have notified HarborOne of their desire to receive multiple copies of the proxy statement/prospectus.

HarborOne will promptly deliver, upon oral or written request, an additional copy of the proxy statement/prospectus to any HarborOne shareholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to HarborOne’s proxy solicitor, Innisfree M&A Incorporated, at (877) 750-9499.

How to Revoke Your Proxy

HarborOne shareholders may revoke their proxy at any time before it is voted by:

 

•

filing a written notice revoking the proxy with HarborOne’s Corporate Secretary at the address below;

 

•

properly submitting to us a proxy with a later date; or

 

•

voting at the special meeting.

Attendance at the special meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

HarborOne Bancorp, Inc.

Attention: Corporate Secretary

770 Oak Street,

Brockton, Massachusetts 02301

Other Matters to Come Before the Special Meeting

HarborOne management knows of no other business to be presented at the special meeting, but if any other matters are properly presented to the special meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the HarborOne board of directors’ recommendations.

 

41

Participants in the ESOP and 401(k) Plan

If you participate in the HarborOne ESOP or if you hold HarborOne common stock through the HarborOne 401(k) Plan (the “401(k) Plan”), you will receive vote authorization form(s) that reflect all shares of HarborOne common stock you may direct trustees to vote on your behalf under the plans. Under the terms of the ESOP, the ESOP trustee will vote all shares of HarborOne common stock held by the ESOP in the same proportion as shares for which it has received timely voting instructions. Each ESOP participant may direct the trustee how to vote the shares of HarborOne common stock allocated to his or her account. HarborOne Bank, as plan administrator of the 401(k) Plan, will vote any shares in the 401(k) Plan for which participants have not issued voting instructions as HarborOne Bank determines in its discretion and will direct the 401(k) Plan trustee accordingly. The deadline for returning your voting instructions for shares that you hold in the ESOP and the 401(k) Plan, if any, is 11:59 p.m. Eastern time, on August 8, 2025.

If you have any questions about voting under the ESOP or the 401(k) Plan, please contact Inez H. Friedman-Boyce, Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary.

Proxy Solicitation

HarborOne is soliciting your proxy. HarborOne will pay for this proxy solicitation. In addition to soliciting proxies by mail, Innisfree M&A Incorporated, a proxy solicitation firm, will assist HarborOne in soliciting proxies for the special meeting. HarborOne will pay Innisfree M&A Incorporated $25,000 plus certain out-of-pocket expenses incurred in connection with the solicitation. Additionally, directors, officers and employees of HarborOne and HarborOne Bank may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies. HarborOne will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

 

42

PROPOSAL NO. 1

MERGER PROPOSAL

HarborOne is asking its shareholders to approve the merger agreement. HarborOne shareholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the HarborOne board of directors determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of HarborOne and its shareholders and unanimously adopted and approved the merger agreement. See “The Merger—HarborOne’s Reasons for the Merger” beginning on page 49 for a more detailed discussion of the HarborOne board of directors’ recommendation.

Approval of the Merger Proposal requires the presence of a quorum and the affirmative vote of the holders of two-thirds of the common stock outstanding and entitled to vote on the proposal. Abstentions will have the same effect as a vote against this proposal.

The HarborOne board of directors unanimously recommends that HarborOne shareholders vote “FOR” the Merger Proposal.

 

43

PROPOSAL NO. 2

MERGER-RELATED COMPENSATION PROPOSAL

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, the HarborOne board of directors is providing its shareholders with the opportunity to cast an advisory, non-binding vote on the specified compensation that may be paid or become payable to HarborOne’s named executive officers in connection with the completion of the merger, as disclosed in the section of this proxy statement/prospectus captioned “The Merger—Interests of HarborOne’s Executive Officers and Directors in the Merger,” beginning on page 63 of this proxy statement/prospectus, and the related table and narratives.

Accordingly, at the special meeting, HarborOne is asking its shareholders to approve, on a non-binding advisory basis, the following resolution:

“RESOLVED, that the compensation that will be paid or may become payable to the HarborOne named executive officers in connection with the merger, as disclosed in the table under the caption “The Merger—Interests of HarborOne’s Executive Officers and Directors in the Merger” in the proxy statement/prospectus in accordance with Item 402(t) of Regulation S-K, including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be paid or become payable, is hereby APPROVED.”

The advisory vote on the Merger-Related Compensation Proposal is a vote separate and distinct from the vote on the Merger Proposal. Because the vote is advisory in nature only, it will not be binding on HarborOne, regardless of whether the Merger Proposal is approved. Accordingly, as the compensation to be paid in connection with the merger is a contractual obligation to the named executive officers of HarborOne, regardless of the outcome of this advisory vote, such compensation will be payable if the merger agreement is approved and the merger is completed, subject only to the contractual conditions applicable to such payment.

Approval of the Merger-Related Compensation Proposal requires the presence of a quorum and the affirmative vote of a majority of the votes cast on the proposal. Abstentions will have no effect on the outcome of voting on this proposal.

HarborOne’s board of directors unanimously recommends that HarborOne shareholders vote “FOR” the Merger-Related Compensation Proposal.

 

44

PROPOSAL NO. 3

ADJOURNMENT PROPOSAL

HarborOne is submitting a proposal for consideration at the special meeting to authorize the named proxies to authorize the board of directors of HarborOne to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Merger Proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to HarborOne shareholders. Even though a quorum may be present at the special meeting, it is possible that HarborOne may not have received sufficient votes to approve the Merger Proposal by the time of the meeting. In that event, the board of directors of HarborOne would need to adjourn the special meeting in order to solicit additional proxies. This proposal relates only to authorization of the board of directors of HarborOne to adjourn or postpone the special meeting, if necessary, to permit further solicitation of proxies in favor of the Merger Proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to HarborOne shareholders.

Approval of the Adjournment Proposal requires the presence of a quorum and that votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions will have no effect on the outcome of voting on this proposal.

HarborOne’s board of directors unanimously recommends that HarborOne shareholders vote “FOR” the Adjournment Proposal.

 

45

THE MERGER

The discussion in this proxy statement/prospectus of the merger and the principal terms of the merger agreement are subject to, and are qualified in their entirety by reference to, the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and is incorporated into this proxy statement/prospectus by reference.

Terms of the Merger

Each of Eastern’s and HarborOne’s respective board of directors has unanimously approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, HarborOne will merge with and into Eastern, with Eastern as the surviving entity. Following the merger, at a time selected by Eastern, HarborOne Bank will merge with and into Eastern Bank, with Eastern Bank as the surviving bank.

In the merger, each share of HarborOne common stock issued and outstanding immediately prior to the effective time (other than shares held as treasury stock or shares owned directly by Eastern) will be converted into the right to receive: (i) 0.765 of a share of Eastern common stock; or (ii) $12.00 in cash. Eastern will not issue any fractional shares of its common stock in the merger, but will instead pay cash (determined on the basis of the volume-weighted average trading price per share of Eastern common stock for the five consecutive trading days ending on the fifth trading day immediately preceding the closing date, rounded to the nearest whole cent as provided by Bloomberg L.P.) for any fractional share a HarborOne shareholder would otherwise receive after aggregating all of his or her shares.

HarborOne shareholders are being asked to approve the Merger Proposal. See the section titled “The Merger Agreement” beginning on page 74 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

From time to time, the HarborOne board of directors has considered various strategic alternatives to enhance shareholder value, including potential strategic transactions, and in the ordinary course, HarborOne’s President and Chief Executive Officer, Joseph F. Casey, has received inquiries from other banking institutions or their advisors regarding HarborOne, and engaged in conversations with members of management of other banking institutions, including Eastern, regarding a possible business combination. In the course of these conversations, Eastern expressed a general interest in expanding its branch network in southeastern Massachusetts and extending that network into Rhode Island through a possible strategic transaction with HarborOne.

On September 28, 2024, the HarborOne board of directors held a strategic planning session. Representatives from Raymond James and Goodwin Procter LLP, HarborOne’s counsel, were in attendance. The board discussed, among other things, potential strategic transactions, including with Eastern.

At the regular meetings of the HarborOne board of directors on October 23, 2024 and November 20, 2024, the board met in executive session with Mr. Casey, during which Mr. Casey provided an update on the discussion previously held at the September strategic planning session regarding the M&A environment and potential strategic transactions, including with Eastern.

On December 13, 2024, Mr. Casey met with Robert F. Rivers, Eastern’s Executive Chair and Chair of the Eastern board of directors, Denis K. Sheahan, Eastern’s Chief Executive Officer, and R. David Rosato, Eastern’s Chief Financial Officer, to discuss a potential transaction.

 

46

On December 17, 2024, the parties entered into a mutual confidentiality agreement, which contained a standstill provision.

On January 17, 2025, Eastern was invited into a virtual data room set up by HarborOne for due diligence.

On January 18, 2025, the HarborOne board of directors held a special meeting with representatives of Raymond James and Goodwin Procter LLP in attendance. Raymond James provided an overview of a potential transaction with Eastern.

On January 28, 2025, representatives of Eastern indicated to representatives of Raymond James that Eastern intended to submit a non-binding expression of interest providing for an all-stock transaction with a fixed exchange ratio of between 0.82 and 0.84 shares of Eastern common stock for each share of HarborOne common stock, which valued HarborOne common stock at between $14.87 and $15.23 per share based on the closing market price of Eastern common stock on January 28, 2025.

On January 29, 2025, representatives of Raymond James and Goodwin Procter LLP attended the regular meeting of the HarborOne board of directors. Raymond James provided an overview of a potential transaction with Eastern.

On January 31, 2025, Eastern submitted a non-binding expression of interest providing for an all-stock transaction with a fixed exchange ratio of between 0.82 and 0.84 shares of Eastern common stock for each share of HarborOne common stock. The expression of interest also provided that two HarborOne directors selected by Eastern would become members of the board of directors of Eastern and Eastern Bank following the closing of the transaction. Eastern and HarborOne expected that Mr. Casey would be one of the two board members selected by Eastern.

On January 31, 2025, Raymond James was formally engaged as HarborOne’s financial advisor.

On February 5, 2025, Eastern expanded its internal diligence team with respect to the proposed transaction with HarborOne, and on February 6, 2025, HarborOne and Eastern executed an exclusivity agreement providing for an exclusivity period running from February 6, 2025 until March 30, 2025.

Between February 21, 2025 and March 7, 2025, Eastern continued its due diligence review of HarborOne, and on various occasions, representatives from Raymond James spoke with representatives of J.P. Morgan Securities LLC (who we refer to herein as J.P. Morgan), Eastern’s investment bank, to discuss the status of Eastern’s due diligence findings. On one or more of these calls towards the end of that period, J.P. Morgan indicated that Eastern was likely to reduce its bid based on its due diligence review.

On March 7, 2025, following the completion of its diligence of HarborOne, Eastern indicated that due to due diligence and market conditions it was prepared to enter into an all-stock transaction with a fixed exchange ratio of 0.75 shares of Eastern common stock for each share of HarborOne common stock, which valued HarborOne common stock at $12.17 based on the closing market price of Eastern common stock on March 7, 2025.

On March 8, 2025, HarborOne was invited into a virtual data room set up by Eastern for reverse due diligence, which data room was populated with limited documents.

On March 10, 2025, the parties mutually agreed to put negotiations about a potential transaction on hold due the volatility in the market and formally terminated the confidentiality agreement and the exclusivity agreement.

On March 31, 2025, representatives of Eastern shared with Mr. Casey an updated analysis of a potential combination of the two companies with a fixed exchange ratio of 0.75 shares of Eastern common stock for each share of HarborOne common stock. Mr. Casey countered with a request for the fixed exchange ratio to be at 0.78.

 

47

On April 1, 2025, representatives of Eastern indicated to Mr. Casey that Eastern would be willing to enter into an all-stock transaction with a fixed exchange ratio of 0.765 shares of Eastern common stock for each share of HarborOne common stock, which valued HarborOne common stock at $12.56 based on the closing market price of Eastern common stock on April 1, 2025.

On April 3, 2025, the HarborOne board of directors met with representatives of Raymond James and Goodwin Procter LLP to review the revised Eastern non-binding expression of interest communicated verbally to HarborOne from Eastern. Following the HarborOne board of directors meeting, on April 3, 2025, the parties entered into a mutual confidentiality agreement, which contained a standstill provision, and on April 4, 2025, Eastern invited HarborOne into a fully populated virtual data room.

On April 7, 2025, Eastern submitted a non-binding expression of interest providing for an all-stock transaction with a fixed exchange ratio of 0.765 shares of Eastern common stock for each share of HarborOne common stock. That exchange ratio valued HarborOne common stock at $11.12 based on the closing market price of Eastern common stock on April 7, 2025. The expression of interest also provided that two HarborOne directors selected by Eastern would become members of the board of directors of Eastern and Eastern Bank following the closing of the transaction.

On April 10, 2025, a first draft of the merger agreement was provided by Nutter, McClennen & Fish, LLP, counsel to Eastern, to Goodwin Procter LLP.

Between April 10, 2025 and April 24, 2025, Goodwin Procter LLP and Nutter, McClennen & Fish, LLP exchanged revised drafts of the merger agreement.

On April 14, 2025, representatives of HarborOne and Eastern met to engage in further due diligence and reverse due diligence. Representatives from Nutter, McClennen & Fish, LLP, Goodwin Procter LLP, Raymond James, and J.P. Morgan were present.

On April 16, 2025, Mr. Rivers informed Mr. Casey that Eastern had concluded that the merger consideration would need to consist of both Eastern stock and cash in order for the transaction to achieve the desired financial metrics for Eastern.

On April 17, 2025, representatives from Raymond James and J.P. Morgan had multiple discussions about the financial model and the value of cash consideration in any transaction. After multiple rounds of negotiations, Eastern provided a non-binding expression of interest for a transaction that was 70% stock at a fixed exchange ratio of 0.765 and 30% cash at a fixed price of $12.00. Between April 17, 2025 and April 22, 2025, there were further negotiations, and on April 22, 2025, the parties agreed that the number of HarborOne shares converted into cash consideration would be no less than 15% and no more than 25% of the total number of HarborOne shares outstanding immediately prior to the effective time of the transaction.

On April 22, 2025, the HarborOne board held a special meeting to review the draft merger agreement and related documentation, which were distributed in advance of the meeting. Representatives from Raymond James and Goodwin Procter LLP were present at the meeting. Goodwin Procter LLP reviewed in detail the provisions of the merger agreement, including the representations and warranties, the various negative and affirmative covenants, the termination provisions, the non-solicitation and related termination fee provisions, the bank merger provisions, and the voting agreements that Eastern was requiring the HarborOne directors and executive officers to sign as a condition of Eastern entering into the merger agreement.

On April 24, 2025, the HarborOne board of directors held a special meeting. Goodwin Procter LLP reviewed the changes to the merger agreement and related documentation since the April 22, 2025 board meeting. Representatives of Raymond James reviewed the financial aspects of the proposed merger based on the financial terms of the merger agreement and provided the HarborOne board of directors with its fairness opinion,

 

48

to the effect that, as of such date the merger consideration set forth in the merger agreement was fair, from a financial point of view, to the holders of HarborOne common stock. The HarborOne board of directors then (i) determined that the merger agreement and the merger were in the best interests of HarborOne and its shareholders, (ii) approved the merger agreement, (iii) recommended that HarborOne shareholders approve the merger agreement, and (iv) directed that the merger agreement be submitted for consideration by the HarborOne shareholders at a special meeting of HarborOne shareholders. HarborOne and Eastern executed the merger agreement, and Eastern entered into voting agreements with each of the directors and executive officers of HarborOne.

On April 24, 2025, after the U.S. stock markets closed, HarborOne and Eastern issued a joint press release announcing the transaction.

Recommendation of HarborOne’s Board of Directors

HarborOne’s board of directors has unanimously approved the merger agreement and unanimously recommends that HarborOne shareholders vote “FOR” the approval of the Merger Proposal.

HarborOne’s Reasons for the Merger

After careful consideration, at a meeting held on April 24, 2025, the HarborOne board of directors unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of HarborOne and its shareholders and adopted the merger agreement.

In reaching its decision to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement and recommend that its shareholders vote “FOR” the Merger Proposal, the HarborOne board of directors evaluated the merger agreement, the merger and the other transactions contemplated thereby in consultation with HarborOne’s management, as well as its independent financial and legal advisors, and considered a number of factors, including the following material factors:

 

•

its knowledge of HarborOne’s business, operations, regulatory and financial condition, asset quality, earnings, loan portfolio, capital and prospects both as an independent organization, and as a part of a combined company with Eastern;

 

•

its understanding of Eastern’s business, operations, regulatory and financial condition, asset quality, earnings, capital and prospects, taking into account presentations by senior management of its due diligence review of Eastern;

 

•

the HarborOne board of directors’ belief that significant growth in earnings is required for HarborOne to be in a position to deliver a competitive return to its shareholders, and that achieving such growth in earnings is uncertain and would require significant investment in both resources and time to endeavor to achieve those results;

 

•

its belief that the merger will result in a more competitive banking franchise with strong capital ratios and an attractive funding base that has the potential to deliver a higher value to HarborOne’s shareholders as compared to continuing to operate as a stand-alone entity;

 

•

the expanded possibilities, including organic growth and future acquisitions, that would be available to the combined company, given its larger size, asset base, capital, market capitalization and footprint;

 

•

the anticipated pro forma impact of the merger on Eastern, including potential synergies, and the expected impact on financial metrics such as earnings and tangible common equity per share, as well as on regulatory capital levels;

 

•

the opinion of Raymond James, dated April 24, 2025, to HarborOne’s board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the exchange ratio to the

 

49

holders of HarborOne common stock, as more fully described below in the section titled “—Opinion of HarborOne’s Financial Advisor” beginning on page 51 of this proxy statement/prospectus;

 

•

the structure of the transaction whereby HarborOne shareholders may elect to receive the form of consideration that they receive, which offers HarborOne shareholders who elect to receive stock consideration the opportunity to participate as shareholders of Eastern in the future performance of the combined company;

 

•

the HarborOne board of directors’ understanding that the merger will qualify as a “reorganization” under Section 368(a) of the Code and that, as a result, HarborOne’s shareholders generally will not recognize gain or loss with respect to their receipt of Eastern common stock in the merger, except with respect to any cash consideration or cash they receive in lieu of receiving a fractional share of Eastern common stock;

 

•

the fact that the cash merger consideration component, although taxable to HarborOne shareholders, offered value certainty to HarborOne shareholders;

 

•

the fact that the exchange ratio is fixed, which the HarborOne board of directors believes is consistent with market practice for transactions of this type and with the strategic purpose of the transaction;

 

•

the fact that the more active trading market in Eastern common stock would give HarborOne shareholders greater liquidity for their investment;

 

•

the benefits to HarborOne and its customers of operating as a larger organization, including enhancements in products and services, higher lending limits, and greater financial resources;

 

•

the increasing importance of operational scale and financial resources in maintaining efficiency and remaining competitive over the long term and in being able to capitalize on technological developments that significantly impact industry competitive conditions;

 

•

the expected social and economic impact of the merger on the constituencies served by HarborOne, including its borrowers, customers, depositors, employees, and communities;

 

•

the effects of the merger on HarborOne employees, including the prospects for continued employment in a larger organization and various benefits agreed to be provided to HarborOne employees;

 

•

the ability of Eastern to complete the merger from a financial and regulatory perspective;

 

•

the low probability of securing a more attractive proposal from another institution capable of consummating the transaction;

 

•

the low probability of HarborOne completing a desirable acquisition in the near term; and

 

•

the HarborOne board of directors’ review with HarborOne’s legal counsel of the material terms of the merger agreement, including the representations, covenants, deal protection and termination provisions, tax treatment and closing conditions.

The HarborOne board of directors also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the proposed transaction, including, without limitation, the following:

 

•

the risk that the stock consideration to be paid to HarborOne shareholders could be adversely affected by a decrease in the trading price of Eastern common stock during the pendency of the merger;

 

•

the potential risk of diverting management attention and resources from the operation of HarborOne’s business and towards the completion of the merger;

 

•

the restrictions on the conduct of HarborOne’s business prior to the completion of the merger, which are customary for public company merger agreements involving financial institutions, but which, subject to specific exceptions, could delay or prevent HarborOne from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of HarborOne absent the pending merger;

 

50

•

the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating HarborOne’s business, operations and workforce with those of Eastern;

 

•

the fact that the interests of certain of HarborOne’s executive officers and directors may be different from, or in addition to, the interests of HarborOne’s other shareholders as described under the heading “The Merger— Interests of HarborOne’s Executive Officers and Directors in the Merger” beginning on page 63 of this proxy statement/prospectus;

 

•

that, while HarborOne expects that the merger will be consummated, there can be no assurance that all conditions to the parties’ obligations to complete the merger agreement will be satisfied, including the risk that necessary regulatory approvals might not be obtained and, as a result, the merger may not be consummated;

 

•

the risk of potential employee attrition and/or adverse effects on business and customer relationships as a result of the pending merger;

 

•

the fact that (i) HarborOne would be prohibited from affirmatively soliciting acquisition proposals after execution of the merger agreement, and (ii) HarborOne would be obligated to pay to Eastern a termination fee of $18.9 million if the merger agreement is terminated under certain circumstances, which, although the HarborOne board of directors believed such termination fee was consistent with market practice for transactions of this type, may discourage other parties potentially interested in a strategic transaction with HarborOne from pursuing such a transaction; and

 

•

the possibility of litigation challenging the merger, and its belief that any such litigation would be without merit.

The foregoing discussion of the information and factors considered by the HarborOne board of directors is not intended to be exhaustive, but includes the material factors considered by the HarborOne board of directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the HarborOne board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The HarborOne board of directors considered all these factors as a whole, including discussions with, and questioning of HarborOne’s management and HarborOne’s independent financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

This summary of the reasoning of the HarborOne board of directors and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 20 of this proxy statement/prospectus.

Opinion of HarborOne’s Financial Advisor

HarborOne retained Raymond James as financial advisor on January 31, 2025. Raymond James is a globally-recognized investment banking firm offering a full range of investment banking services to its clients. In the ordinary course of its investment banking business, Raymond James is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. Pursuant to its engagement, the HarborOne board of directors requested that Raymond James evaluate the fairness, from a financial point of view, to the HarborOne shareholders of the consideration to be received by such holders in the merger pursuant to the merger agreement.

At the April 24, 2025, meeting of the HarborOne board of directors, representatives of Raymond James rendered Raymond James’s opinion, subsequently confirmed in writing and dated April 24, 2025, to the HarborOne board of directors (in its capacity as such), as to the fairness, as of such date, from a financial point of view, to the HarborOne shareholders of the consideration to be received by such holders in the merger pursuant

 

51