Eastern Bankshares, Inc.

Current report

In connection with the proposed merger, the Company filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2025, a registration statement on Form S-4 containing a proxy statement/prospectus, as amended, and HarborOne filed a definitive proxy statement and Eastern filed a definitive proxy statement/prospectus with the SEC, dated June 27, 2025 (the “proxy statement/prospectus”), with respect to the special meeting of HarborOne shareholders scheduled to be held on August 20, 2025. HarborOne first mailed the proxy statement/prospectus to its shareholders on or about July 2, 2025.

Current report

On July 28, 2025 in connection with the merger, a purported individual shareholder of HarborOne filed a complaint in New York state court, captioned William Johnson v. HarborOne Bancorp, Inc., et al., No. 654471/2025 (N.Y. Sup. Ct., N.Y. City.), naming as defendants HarborOne and certain members of HarborOne’s board of directors as of the date of the Merger Agreement (“Johnson”). On July 29, 2025, an additional case was filed by a purported individual shareholder of HarborOne in the same court against the same defendants, captioned Paul Parshall v. HarborOne Bancorp, Inc., et al., No. 654489/2025 (N.Y. Sup. Ct., N.Y. City.) (“Parshall”). The Johnson and Parshall cases, and any similar subsequently filed cases involving HarborOne, the Company, their respective boards of directors, or any committee thereof and/or any of their directors or officers relating directly or indirectly to the Merger Agreement, the Merger, or any related transaction, are referred to as the “Merger Litigations.” The Merger Litigations filed to date generally allege that the proxy statement/prospectus and the registration statement of which it is a part are materially incomplete and misleading and assert claims for negligent misrepresentation and concealment and negligence under New York common law. The Merger Litigations filed to date seek, among other things, an injunction enjoining consummation of the Merger, rescission of the Merger, costs of the actions, including attorneys’ fees and experts’ fees and expenses, and any other relief the court may deem just and proper.

Current report

The Company and HarborOne believe that the Merger Litigations are without merit and that no supplemental disclosures are required under applicable law. It is possible additional Merger Litigations may be filed prior to consummation of the Merger. Absent new or significantly different allegations, HarborOne and the Company will not necessarily disclose such additional filings. For more information regarding the Merger Litigations, please see HarborOne’s Current Report on Form 8-K filed with the SEC on August 6, 2025, which includes supplemental disclosures supplementing the proxy statement/prospectus filed with the SEC on June 27, 2025, and first mailed to shareholders of HarborOne as of July 2, 2025. The supplemental disclosures should be read in connection with the proxy statement/prospectus, which should be read in its entirety and is available free of charge on the SEC’s website at http://www.sec.gov.

Previous report

The market price of the Company’s common stock after the prospective merger with HarborOne may be affected by factors different from those currently affecting shares of Company common stock.

Previous report

Subject to the receipt of regulatory and shareholder approvals, and the satisfaction of other closing conditions, upon the completion of the merger with HarborOne, the Company expects to incorporate HarborOne’s business into its own to create a combined enterprise. While we believe there are significant similarities and expected synergies in core business activities and geographical locations of our businesses and services, the Company’s business differs from that of HarborOne. Accordingly, the results of operations of the Company and the market price of the Company’s 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 the Company and HarborOne.

Previous report

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

Previous report

The Company 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 the Company may cause us 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 could 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 the Company, HarborOne or both during the transition period, resulting in adverse effects on the Company following the merger. Additionally, our assumptions regarding the fair value of assets being acquired or projections of future benefits following the merger could prove to be inaccurate. 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, any of which could materially and adversely affect our business, financial condition, results of operations, and future prospects.

Previous report

The Company may be unable to retain Company and/or HarborOne personnel successfully while the merger is pending or after the merger is completed.

Previous report

The success of the merger will depend in part on the Company’s ability to retain the talents and dedication of key employees currently employed by the Company and HarborOne. It is possible that these employees may decide not to remain with the Company or HarborOne, as applicable, while the merger is pending or with the Company after the merger is completed. If the Company and HarborOne are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, the Company 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, the Company’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating the Company and HarborOne to hiring suitable replacements, all of which may cause the Company’s business to suffer. In addition, the Company and HarborOne may not be able to locate or retain suitable replacements for any key employees who leave either company.

Previous report

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

Previous report

The Company and HarborOne expect to continue to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, the Company will incur integration costs following the completion of the merger as the Company integrates the HarborOne business, including facilities and systems consolidation costs and employment-related costs. The Company 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 seeking required shareholder and regulatory approvals. Some of these costs incurred by the Company are payable regardless of whether the merger is completed.

Previous report

The Company 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 sufficiently to offset these transaction and integration costs over time.

Previous report

Regulatory approvals related to the merger may not be received, may take longer to receive than expected, or may impose burdensome conditions, which could impose additional costs and could delay or prevent completion of the merger.

Previous report

Before the merger may be completed, certain approvals or consents must be obtained from 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. Any such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of the Company following the merger, any of which might have a material adverse effect on the Company following the merger. The Company 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. Additionally, there can be no assurance as to whether the regulatory approvals will be received or the timing of the approvals.

Previous report

The merger agreement is subject to termination in accordance with its terms, and the pending merger may not be timely completed or at all.

Previous report

The merger agreement is subject to termination by mutual written consent or by the Company or HarborOne based upon factors such as a failure to obtain required regulatory or shareholder approvals; a breach of warranties, representations, or covenants; or other factors as set forth in the merger agreement. Additionally, either the Company 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.

Previous report

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

Previous report

Either the Company 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.