HONE Form 4 shows shares converted to $12.00 cash or 0.765 Eastern
Rhea-AI Filing Summary
HarborOne Bancorp (HONE) executive reports merger-related equity changes. On 11/01/2025, the EVP, Chief Banking Officer filed a Form 4 reflecting transactions tied to the merger with Eastern Bankshares.
The filing shows 12,497 shares of common stock acquired, representing performance units that vested at the target level pursuant to the merger agreement. It also records dispositions of 47,510 shares held directly and 325 shares held via a 401(k), consistent with the merger consideration mechanics.
Under the agreement, each HarborOne share converted into the right to receive either $12.00 in cash or 0.765 shares of Eastern common stock, subject to proration. Outstanding HarborOne stock options were converted into options for Eastern common stock, with the number of shares and exercise prices adjusted by the 0.765 exchange ratio.
Positive
- None.
Negative
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Insights
Administrative Form 4 reflecting merger consideration mechanics.
The reported acquisitions and dispositions arise from the closing mechanics of HarborOne’s merger with Eastern Bankshares. Performance units vested at target and common shares were converted into cash or Eastern stock per the agreement, while options rolled into adjusted Eastern options.
This is a structural conversion rather than open-market activity. Actual holdings in HONE moved to zero as shares were exchanged, and options transitioned to Eastern with terms adjusted by the 0.765 exchange ratio. The filing does not specify election mix or proceeds.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Stock Option (Right to Buy) | 23,451 | $0.00 | -- |
| Grant/Award | Common Stock | 12,497 | $0.00 | -- |
| Disposition | Common Stock | 47,510 | $0.00 | -- |
| Disposition | Common Stock | 325 | $0.00 | -- |
Footnotes (1)
- Pursuant to the merger agreement, dated as of April 24, 2025, by and among Eastern Bankshares, Inc. ("Eastern"), Eastern Bank, HarborOne Bancorp, Inc. ("HarborOne"), and HarborOne Bank (the "Merger Agreement"), each outstanding performance unit vested at the target level of performance. Pursuant to the Merger Agreement, each share of HarborOne common stock was converted into the right to receive, at the election of the holder, either (i) $12.00 in cash or (ii) 0.765 shares of Eastern common stock (the "Exchange Ratio"), subject to certain proration provisions contained in the Merger Agreement. Pursuant to the Merger Agreement, each outstanding and unexercised option to purchase shares of HarborOne common stock was converted into an option to purchase shares of Eastern common stock. As further described in the Merger Agreement, the number of underlying shares of resulting Eastern common stock subject to such options and the related exercise price were adjusted by the Exchange Ratio.
