Eastern Bankshares And HarborOne Bancorp Enter Merger Agreement; HarborOne Shareholders to Receive Either 0.765 Shares Of Eastern Or $12 In Cash, Subject To Allocation Procedures

Under the terms of the merger agreement, which has been unanimously adopted by both boards of directors, shareholders of HarborOne will receive for each share of HarborOne common stock, at the holder's election, either (i) 0.765 shares of Eastern common stock (the "Stock Consideration") 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. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for HarborOne shareholders for the Stock Consideration they will receive. Assuming 80% Stock Consideration, the midpoint of the range, Eastern anticipates issuing approximately 25.2 million shares of its common stock and paying an aggregate amount of $99 million in cash in the merger. Based upon Eastern's $15.48 per share closing price on April 23, 2025, the transaction is valued at approximately $490 million.