Eastern Bankshares, Inc.

Previous report

In our Q1 Form 10-Q as of and for the period ended March 31, 2025, we disclosed a risk factor under the heading “Risks Related to Our Acquisition Strategy—Shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of the Company and HarborOne.” The following risk factor supersedes and replaces in its entirety that previously disclosed risk factor:

Previous report

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

Previous report

Shareholders of the Company may file, and, as disclosed below, shareholders of HarborOne have filed, lawsuits against the Company, HarborOne, and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing of the merger 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 or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting the Company or HarborOne defendants from completing the 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 the Company and/or HarborOne, including any cost associated with the indemnification of directors and officers of each company.

Previous 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.

Previous 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.

Previous 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.

Current report — wording carried from elsewhere

(2)On October 23, 2025, the Company announced its Board of Directors had authorized a new share repurchase program. The program, which authorized the purchase of up to 11,900,000 shares over a 12-month period, expires on October 31, 2026.