HarborOne Bancorp Faces Legal Challenges Amid Merger with Eastern Bankshares

HarborOne Bancorp faces legal challenges in its merger with Eastern Bankshares, with shareholders alleging insufficient disclosures in the proxy statement. Despite denials from the companies, lawsuits and demand letters have been filed, and supplemental disclosures have been issued to address the claims. The merger is set to proceed as planned, but the outcome of the legal proceedings remains uncertain.

HarborOne Bancorp, Inc. (HONE) is facing legal challenges in its merger with Eastern Bankshares, Inc. (Eastern), with shareholders alleging insufficient disclosures in the proxy statement. Despite denials from both companies, lawsuits and demand letters have been filed, and supplemental disclosures have been issued to address these claims.

On August 6, 2025, HarborOne filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (SEC) detailing the legal actions against the merger. The report states that HarborOne and Eastern have received 11 demand letters from purported shareholders, alleging that the proxy statement/prospectus omits material information and demanding additional disclosures [1].

In addition to the demand letters, two lawsuits have been filed in New York state court. The first lawsuit, William Johnson v. HarborOne Bancorp, Inc., et al., No. 654471/2025, and the second lawsuit, Paul Parshall v. HarborOne Bancorp, Inc., et al., No. 654489/2025, allege that the proxy statement/prospectus omits material information and assert claims for negligent misrepresentation and concealment and negligence under New York common law [1].

HarborOne and Eastern have denied all allegations in the lawsuits and demand letters, stating that no additional disclosures are required under applicable law. They have also indicated that they intend to vigorously defend against each lawsuit and any subsequently filed similar actions [1].

Despite the legal challenges, the merger is set to proceed as planned. Eastern and HarborOne have made additional disclosures to supplement the proxy statement/prospectus in an effort to address the claims and avoid any effort to delay the special meeting of HarborOne shareholders or the closing of the merger [1].

The outcome of the legal proceedings remains uncertain, and the companies cannot predict the outcome or estimate the possible loss or range of loss from the lawsuits. However, they have stated that the supplemental disclosures will not affect the merger consideration or the timing of the special meeting of HarborOne’s shareholders [1].

References:
[1] United States Securities and Exchange Commission. (2025). Form 8-K: HarborOne Bancorp, Inc. Retrieved from https://www.stocktitan.net/sec-filings/HONE/8-k-harbor-one-bancorp-inc-reports-material-event-b6f82dfa19f7.html