Amendment: Eastern Bankshares Inc. filed SEC Form 8-K: Financial Statements and Exhibits
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Savings Institutions
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 3, 2025
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Explanatory Note
This Amendment No. 2 on Form 8-K/A amends the Current Report on Form 8-K filed by Eastern Bankshares, Inc. on November 3, 2025 (the “Original 8-K”) to include the historical financial statements of HarborOne, and the pro forma financial information required by Item 9.01 of Form 8-K.
As previously reported in a Current Report on the Original 8-K, which was amended on November 4, 2025, on November 1, 2025, Eastern Bankshares, Inc. (“Eastern”), the holding company for Eastern Bank, completed its acquisition of HarborOne Bancorp, Inc. (“HarborOne”) and its subsidiaries, including HarborOne Bank and HarborOne Mortgage, LLC (“HarborOne Mortgage”).
Under the terms of the Agreement and Plan of Merger dated April 24, 2025 (the “Merger Agreement”), each share of HarborOne common stock issued and outstanding immediately prior to the Effective Time, other than each share, if any, held by HarborOne as treasury stock or owned directly by Eastern, was converted automatically at 12:01 a.m. on November 1, 2025 into the right to receive, at the election of the holder of such share of HarborOne common stock, and subject to the allocation, proration and other procedures specified in the Merger Agreement:
•0.765 shares of Eastern common stock per share of HarborOne common stock (the “Exchange Ratio”), and cash in lieu of any fractional share (together, the “Stock Consideration”);
•$12.00 per share in cash of HarborOne common stock (the “Cash Consideration”);
•Or a mix of the Stock Consideration and Cash Consideration.
Item 9.01 Financial Statements and Exhibits.
(a)Financial Statements of Business Acquired.
The audited consolidated financial statements of HarborOne as of December 31, 2024 and 2023, and for each of the fiscal years ended December 31, 2024, 2023 and 2022 are filed as Exhibit 99.2 hereto and incorporated herein by reference.
The unaudited interim financial statements of HarborOne as of June 30, 2025 and for the six months ended June 30, 2025 and 2024 are filed as Exhibit 99.3 hereto and incorporated herein by reference.
(b)Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2025, giving effect to the Merger as if it had occurred on June 30, 2025, and the unaudited pro forma condensed combined statements of income of the Company for the six months ended June 30, 2025 and for the fiscal year ended December 31, 2024, in each case giving effect to the Merger as if it had occurred on January 1, 2024, are filed as Exhibit 99.4 hereto and incorporated herein by reference.
(d)Pro Forma Financial Information.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| EASTERN BANKSHARES, INC. | |||||||||||
DATE: January 9, 2026 | By: | /s/ R. David Rosato | |||||||||
| R. David Rosato | |||||||||||
| Chief Financial Officer | |||||||||||