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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Eastern Bankshares, Inc. (the “Company”) and HarborOne Bancorp, Inc. (“HarborOne”) as an acquisition by the Company of HarborOne. The merger agreement provided that each holder of HarborOne common stock receive, at the holder’s election, (i) 0.765 shares of the Company’s common stock for each share of HarborOne common stock held, and cash in lieu of any fractional share (“Stock Consideration”), (ii) $12.00 in cash (“Cash Consideration”), or (iii) a combination of Stock and Cash Consideration, which was subject to provisions of the merger agreement, including but not limited to allocation procedures to ensure that the total number of shares of HarborOne common stock that received the stock consideration represented 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 qualified as a tax-free reorganization for federal income tax purposes and provided HarborOne shareholders with a tax-free exchange for the Company’s common stock consideration they received in the merger. The Company issued approximately 26.9 million shares of its common stock and paid approximately $74.6 million in cash in the merger.
The following unaudited pro forma condensed financial information reflects the statements of income for the six months ended June 30, 2025, and for the year ended December 31, 2024, as if the merger of HarborOne into the Company had occurred on January 1, 2024. The unaudited pro forma condensed balance sheet as of June 30, 2025, assumes that the merger of HarborOne into the Company occurred as of June 30, 2025.
The unaudited pro forma condensed combined financial information has been prepared to give effect to the acquisition of HarborOne by the Company under the provision of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, ASC 805, “Business Combinations” where the assets and liabilities of HarborOne were recorded by the Company at their respective fair values as of November 1, 2025, the date the merger was completed.
The following unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of the Company and the related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2024 10-K, and the historical unaudited condensed consolidated financial statements of the Company and the related notes included in the Company’s Quarterly Report on Form 10-Q for the six month period ended June 30, 2025 and (ii) the historical audited consolidated financial statements of HarborOne and the related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in HarborOne’s Annual Report on Form 10-K for the year ended December 31, 2024, and the historical unaudited consolidated financial statements of HarborOne and the related notes included in HarborOne’s Quarterly Report on Form 10-Q for the six month period ended June 30, 2025.
The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The pro forma financial information has been prepared by the Company in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020.
The unaudited pro forma condensed combined financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors. The pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Historical Eastern Bankshares, Inc. | | Historical HarborOne Bancorp, Inc. | | Transaction Accounting Adjustments | |
| | | Reclassification Adjustments (Note 2) | | Pro forma Adjustments (Note 4) | Note 4 | Pro forma Condensed Combined |
| (In thousands) |
| ASSETS | | | | | | | | | |
| Cash and due from banks | $ | 553,506 | | | $ | 203,053 | | | $ | (2,375) | | | $ | (74,646) | | A | $ | 679,538 | |
| Investment securities | 4,395,380 | | | 306,478 | | | — | | | 69 | | B | 4,701,927 | |
| Loans | 18,315,123 | | | 4,756,323 | | | (123) | | | (297,925) | | C | 22,773,398 | |
| Allowance for loan losses | (232,113) | | | (47,964) | | | — | | | (55,766) | | D | (335,843) | |
| Net loans | 18,083,010 | | | 4,708,359 | | | (123) | | | (353,691) | | | 22,437,555 | |
| FHLB stock | 6,254 | | | 20,538 | | | — | | | — | | | 26,792 | |
| Premises and equipment | 66,437 | | | 44,769 | | | — | | | 4,942 | | E | 116,148 | |
| Bank-owned life insurance | 207,129 | | | 99,231 | | | — | | | — | | | 306,360 | |
| Goodwill and other intangibles, net | 1,034,543 | | | 59,420 | | | — | | | 225,531 | | F | 1,319,494 | |
| Other assets | 1,109,909 | | | 167,227 | | | (123) | | | 59,210 | | G | 1,336,223 | |
| Total assets | $ | 25,456,168 | | | $ | 5,609,075 | | | $ | (2,621) | | | $ | (138,585) | | | $ | 30,924,037 | |
| LIABILITIES AND EQUITY | | | | | | | | | |
| Deposits | $ | 21,220,780 | | | $ | 4,503,011 | | | $ | (3,072) | | | $ | 2,706 | | H | $ | 25,723,425 | |
| Borrowed funds | 48,188 | | | 439,652 | | | — | | | 2,463 | | I | 490,303 | |
| Other liabilities | 503,309 | | | 86,265 | | | 451 | | | (14,292) | | J | 575,733 | |
| Total liabilities | 21,772,277 | | | 5,028,928 | | | (2,621) | | | (9,123) | | | 26,789,461 | |
| Shareholders’ equity | | | | | | | | | |
| Common stock | 2,115 | | | 598 | | | — | | | (329) | | K | 2,384 | |
| Additional paid in capital | 2,189,727 | | | 266,649 | | | — | | | 208,547 | | L | 2,664,923 | |
| Unallocated common shares held by the Employee Stock Ownership Plan | (125,300) | | | (23,028) | | | — | | | 23,028 | | M | (125,300) | |
| Retained earnings | 1,916,876 | | | 380,136 | | | — | | | (404,916) | | N | 1,892,096 | |
| Accumulated other comprehensive loss, net of tax | (299,527) | | | (44,208) | | | — | | | 44,208 | | O | (299,527) | |
| Total shareholders’ equity | 3,683,891 | | | 580,147 | | | — | | | (129,462) | | | 4,134,576 | |
| Total liabilities and shareholders’ equity | $ | 25,456,168 | | | $ | 5,609,075 | | | $ | (2,621) | | | $ | (138,585) | | | $ | 30,924,037 | |
See the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Six Months Ended June 30, 2025
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Transaction Accounting Adjustments | |
| Six Months Ended June 30, 2025 | Historical Eastern Bankshares, Inc. | | Historical HarborOne Bancorp, Inc. | | Pro forma Adjustments | Note 5 | Pro forma Condensed Combined |
| (Dollars in thousands, except per share data) |
| Interest and dividend income: | | | | | | | |
| Interest and fees on loans | $ | 469,567 | | | $ | 121,377 | | | $ | 27,836 | | A | $ | 618,780 | |
| Taxable interest and dividends on investment securities | 65,273 | | | 4,118 | | | 148 | | B | 69,539 | |
| Non-taxable interest and dividends on investment securities | 3,209 | | | — | | | — | | | 3,209 | |
| Interest on federal funds sold and other short-term investments | 6,995 | | | 4,544 | | | — | | | 11,539 | |
| Total interest and dividend income | 545,044 | | | 130,039 | | | 27,984 | | | 703,067 | |
| Interest expense: | | | | | | | |
| Interest on deposits | 152,704 | | | 55,619 | | | (191) | | C | 208,132 | |
| Interest on borrowings | 1,411 | | | 9,736 | | | (389) | | D | 10,758 | |
| Total interest expense | 154,115 | | | 65,355 | | | (580) | | | 218,890 | |
| Net interest income | 390,929 | | | 64,684 | | | 28,564 | | | 484,177 | |
| Provision for allowance for loan losses | 14,200 | | | 2,124 | | | — | | | 16,324 | |
| Net interest income after provision for loan losses | 376,729 | | | 62,560 | | | 28,564 | | | 467,853 | |
| Noninterest income: | | | | | | | |
| Investment advisory fees | 33,719 | | | — | | | — | | | 33,719 | |
| Service charges on deposit accounts | 16,559 | | | 10,571 | | | — | | | 27,130 | |
| Card income | 8,150 | | | — | | | — | | | 8,150 | |
| Losses on sales of securities available for sale, net | (269,638) | | | — | | | — | | | (269,638) | |
| Other | 17,943 | | | 11,541 | | | — | | | 29,484 | |
| Total noninterest (loss) income | (193,267) | | | 22,112 | | | — | | | (171,155) | |
| Noninterest expense: | | | | | | | |
| Salaries and employee benefits | 160,555 | | | 37,574 | | | — | | | 198,129 | |
| Occupancy and equipment | 21,847 | | | 8,895 | | | (302) | | I | 30,440 | |
| Data processing | 36,410 | | | 5,247 | | | | | 41,657 | |
| Professional services | 5,961 | | | 2,666 | | | (1,704) | | H | 6,923 | |
| FDIC insurance | 7,068 | | | 1,964 | | | — | | | 9,032 | |
| Other | 35,240 | | | 10,574 | | | 4,809 | | E,H | 50,623 | |
| Total noninterest expense | 267,081 | | | 66,920 | | | 2,803 | | | 336,804 | |
| (Loss) income before income tax expense | (83,619) | | | 17,752 | | | 25,761 | | | (40,106) | |
| Income tax expense | 33,814 | | | 4,194 | | | 7,110 | | F | 45,118 | |
| Net (loss) income | $ | (117,433) | | | $ | 13,558 | | | $ | 18,651 | | | $ | (85,224) | |
| Basic (loss) earnings per share | $ | (0.59) | | | $ | 0.34 | | | | | $ | (0.38) | |
| Diluted (loss) earnings per share | $ | (0.59) | | | $ | 0.34 | | | | | $ | (0.38) | |
| Basic weighted average shares | 199,275,436 | | 40,133,790 | | (13,197,530) | G | 226,211,696 |
| Diluted weighted average shares | 199,275,436 | | 40,360,658 | | (13,424,398) | G | 226,211,696 |
See the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Year Ended December 31, 2024
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Transaction Accounting Adjustments | |
| Year Ended December 31, 2024 | Historical Eastern Bankshares, Inc. | | Historical HarborOne Bancorp, Inc. | | Pro forma Adjustments | Note 5 | Pro forma Condensed Combined |
| (Dollars in thousands, except per share data) |
| Interest and dividend income: | | | | | | | |
| Interest and fees on loans | $ | 808,041 | | | $ | 249,112 | | | $ | 55,816 | | A | $ | 1,112,969 | |
| Taxable interest and dividends on investment securities | 90,582 | | | 8,147 | | | 296 | | B | 99,025 | |
| Non-taxable interest and dividends on investment securities | 5,766 | | | — | | | — | | | 5,766 | |
| Interest on federal funds sold and other short-term investments | 42,377 | | | 14,149 | | | — | | | 56,526 | |
| Total interest and dividend income | 946,766 | | | 271,408 | | | 56,112 | | | 1,274,286 | |
| Interest expense: | | | | | | | |
| Interest on deposits | 337,367 | | | 114,103 | | | (2,197) | | C | 449,273 | |
| Interest on borrowings | 1,802 | | | 31,653 | | | (1,674) | | D | 31,781 | |
| Total interest expense | 339,169 | | | 145,756 | | | (3,871) | | | 481,054 | |
| Net interest income | 607,597 | | | 125,652 | | | 59,983 | | | 793,232 | |
| Provision for allowance for loan losses | 67,380 | | | 8,277 | | | 42,560 | | J | 118,217 | |
| Net interest income after provision for loan losses | 540,217 | | | 117,375 | | | 17,423 | | | 675,015 | |
| Noninterest income: | | | | | | | |
| Trust and investment advisory fees | 46,126 | | | — | | | — | | | 46,126 | |
| Service charges on deposit accounts | 32,004 | | | 21,600 | | | — | | | 53,604 | |
| Debit card processing fees | 14,177 | | | — | | | — | | | 14,177 | |
| Losses on sales of securities available for sale, net | (16,798) | | | (1,041) | | | — | | | (17,839) | |
| Other | 48,408 | | | 26,358 | | | — | | | 74,766 | |
| Total noninterest income | 123,917 | | | 46,917 | | | — | | | 170,834 | |
| Noninterest expense: | | | | | | | |
| Salaries and employee benefits | 302,345 | | | 74,016 | | | 15,044 | | H | 391,405 | |
| Office occupancy and equipment | 46,515 | | | 18,522 | | | 1,158 | | H,I | 66,195 | |
| Data processing | 75,383 | | | 10,191 | | | 4,101 | | H | 89,675 | |
| Professional services | 20,073 | | | 5,436 | | | 15,677 | | H | 41,186 | |
| FDIC insurance | 13,866 | | | 4,348 | | | — | | | 18,214 | |
| Other | 50,186 | | | 17,522 | | | 22,240 | | E,H | 89,948 | |
| Total noninterest expense | 508,368 | | | 130,035 | | | 58,220 | | | 696,623 | |
| Income before income tax expense | 155,766 | | | 34,257 | | | (40,797) | | | 149,226 | |
| Income tax expense | 36,205 | | | 6,850 | | | (11,260) | | F | 31,795 | |
| Net income | $ | 119,561 | | | $ | 27,407 | | | $ | (29,537) | | | $ | 117,431 | |
| Basic earnings per share | $ | 0.66 | | | $ | 0.66 | | | | | $ | 0.56 | |
| Diluted earnings per share | $ | 0.66 | | | $ | 0.66 | | | | | $ | 0.56 | |
| Basic weighted average shares | 181,126,320 | | 41,220,885 | | (14,284,625) | G | 208,062,580 |
| Diluted weighted average shares | 182,181,073 | | 41,472,106 | | (14,535,846) | G | 209,117,333 |
See the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.
EASTERN BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited pro forma condensed combined financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined statements of income for the six months ended June 30, 2025 and for the year ended December 31, 2024 combine the historical consolidated income statements of the Company and HarborOne, giving effect to the merger as if it had been completed on January 1, 2024. The accompanying unaudited pro forma condensed combined balance sheet as of June 30, 2025 combines the historical consolidated balance sheets of the Company and HarborOne, giving effect to the merger as if it had been completed on June 30, 2025.
The unaudited pro forma condensed combined financial information and explanatory notes have been prepared to illustrate the effects of the merger involving the Company and HarborOne under the acquisition method of accounting with the Company treated as the acquirer. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined company had the companies actually been combined at the beginning of each period presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of the combined company. Under the acquisition method of accounting, the assets and liabilities of HarborOne, as of the effective time of the merger, were recorded by the Company at their respective fair values, and the excess of the merger consideration over the fair value of HarborOne’s net assets was allocated to goodwill.
The merger agreement provided for each share of HarborOne common stock, at the holder’s election, was exchanged for either (i) 0.765 shares of Company common stock and cash in lieu of any fractional share or (ii) $12.00 in cash, which was subject to allocation procedures to ensure that the total number of shares of HarborOne common stock that received the stock consideration represented 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 qualifies as a tax-free reorganization for federal income tax purposes and provided HarborOne shareholders with a tax-free exchange for the Company’s common stock consideration they received in the merger. The Company issued approximately 26.9 million shares of its common stock in the merger.
In November 2025, the FASB issued ASU 2025-08, Financial Instrument- Credit Losses (Topic 326): Purchased Loans. The amendments in this update expand the population of acquired financial assets subject to the gross-up approach in Topic 326, Financial Instrument- Credit Losses. In accordance with the amendments in this update, loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned” are purchased seasoned loans and accounted for using the gross-up approach at acquisition. Specifically, after an entity determines that a loan is a non-purchased credit deteriorated (“PCD”) asset based on its assessment of credit deterioration experienced since origination, the entity should apply the guidance described in the amendments to determine whether the loan is seasoned and, therefore, should be accounted for using the gross-up approach. The Company elected to early-adopt this ASU as of December 31, 2025. However, as the Company has not yet adopted ASU 2025-08 in its historical financial statements, the effects of this standard are not reflected in the unaudited pro forma condensed combined financial information included herein. Had the Company adopted ASU 2025-08 at the beginning of the historical periods included herein, the merger accounting would have resulted in the elimination of $42.6 million in Day-2 provision for allowance for loan losses expense, with a corresponding increase to the amortized cost balance of the acquired loan portfolio affecting the pattern of interest income recognized in subsequent periods.
2. Reclassification Adjustments
Subsequent to the Company’s acquisition of HarborOne, management performed a detailed review of HarborOne’s accounting policies. In connection with that review, differences were identified between the Company’s accounting policies and HarborOne’s accounting policies. Accordingly, reclassification adjustments were identified and recorded.
3. Preliminary Purchase Price Allocation
The following table summarizes the determination of the preliminary purchase price consideration:
| | | | | |
| As of November 1, 2025 |
| (In thousands) |
| Total purchase consideration | $ | 550,112 | |
| |
| HarborOne Net Assets at Fair Value | |
| Assets | |
| Cash and cash equivalents | 73,234 | |
| Investments | 300,194 | |
| Loans | 4,417,715 | |
| FHLB Stock | 24,741 | |
| Premises and equipment | 48,951 | |
| Bank owned life insurance | 98,777 | |
| Core deposit intangible | 82,760 | |
| Deferred income taxes, net | 82,213 | |
| Other assets | 136,133 | |
| Total assets | 5,264,718 | |
| Liabilities and Equity | |
| Deposits | 4,333,162 | |
| Borrowings | 518,103 | |
| Other liabilities | 65,532 | |
| Total liabilities | 4,916,797 | |
| Net assets acquired | 347,921 | |
| Preliminary goodwill | $ | 202,191 | |
4. Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheets
The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined balance sheet. All taxable adjustments were calculated using a 27.60% tax rate, which represents the Company’s combined federal and
state statutory rate, to arrive at deferred tax asset or liability adjustments. All adjustments are based upon preliminary assumptions and valuations, which are subject to change.
A.Represents portion of purchase consideration paid in cash of $74.6 million.
B.Adjustment to securities classified as held-to-maturity (“HTM”) by HarborOne to reflect the estimated fair value of the acquired investment securities.
C.Adjustment to reflect acquired loans at their estimated fair value, including current interest rates and liquidity, as well as the allowance for loan losses gross-up for the estimate of lifetime credit losses for PCD loans.
D.Adjustments to the allowance for loan losses include the following:
| | | | | |
| Reversal of historical HarborOne’s allowance for loan losses | $ | 47,964 | |
| Increase in allowance for loan losses for gross-up of estimated lifetime credit losses for purchased credit-deteriorated (“PCD”) loans | (61,170) | |
| “Day-2” provision for estimate of lifetime credit losses on non-PCD loans | (42,560) | |
| $ | (55,766) | |
E.Adjustment to property and equipment to reflect the estimated fair value of acquired properties.
F.Adjustment to eliminate historical HarborOne goodwill and other intangible assets of $59.4 million, to establish goodwill $202.2 million of for the amount of consideration paid in excess of fair value of assets received over liabilities assumed, and to record $82.8 million of other intangible assets comprised of a core deposit intangible.
G.Net adjustment to other assets of $59.2 million reflects the elimination of certain HarborOne historical other assets, primarily comprised of the elimination and fair value adjustment related to right-of-use assets and fair value adjustments for deferred taxes related to acquisition accounting adjustments.
H.Adjustment to deposits to reflect the estimated fair value of certificates of deposits.
I.Adjustment to borrowings to reflect the estimated fair value of FHLB advances.
J.Adjustment to other liabilities to reflect the estimated fair value of assumed employee post-retirement liabilities and to eliminate HarborOne historical lease liabilities and reserve for off-balance sheet commitments.
K.Adjustments to common stock to eliminate HarborOne common stock and record the issuance of 26,936,260 shares of the Company’s common stock at its par value of $0.01. The net adjustment was determined as follows (amounts in thousands, except for share and per share data):
| | | | | |
| Par value of common stock issued: | |
| Shares issued | 26,936,260 |
| Par value | $ | 0.01 | |
| Amount issued | $ | 269 | |
| Elimination of HarborOne common stock | (598) | |
| Net adjustment | $ | (329) | |
L.Adjustment to additional paid in capital to eliminate HarborOne additional paid in capital and to record the issuance of 26,936,260 shares of the Company’s common stock at its share price as of the close of business on November 1, 2025 of $17.53, closing price on the day prior to the announcement of the merger, less its par value
of $0.01. The net adjustment was determined as follows (amounts in thousands, except for share and per share data):
| | | | | |
| Market price of common stock issued, net of par value | |
| Shares issued | 26,936,260 |
| Share price, net of par value | 17.52 | |
| Amount issued | 471,923 | |
| Elimination of HarborOne additional paid in capital | (266,649) | |
| Fair value of HarborOne stock options converted to the Company’s stock options | 3,273 | |
| Net adjustment | $ | 208,547 | |
M.Adjustment to eliminate HarborOne’s unallocated common stock of employee stock ownership plan.
N.Adjustment to eliminate HarborOne’s retained earnings and to record “day-2” provision for non-PCD loans, net of tax.
O.Adjustment to eliminate HarborOne’s accumulated other comprehensive loss.
5. Pro Forma Adjustments to the Unaudited Condensed Combined Income Statements
The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined income statements.
A.Net adjustments to interest income of $27.8 million and $55.8 million for the six-month period ended June 30, 2025 and the year ended December 31, 2024, respectively, to eliminate HarborOne net accretion of deferred fees and costs and record the estimated accretion of the net discount on acquired loans.
B.Net adjustments to interest income of $0.1 million and $0.3 million for the six-month period ended June 30, 2025 and the year ended December 31, 2024, respectively, to eliminate HarborOne net amortization of security premiums and to record the estimated amortization of the premium on acquired investment securities. The majority of the acquired securities were sold immediately following the closing of merger. As such, no premium or discount was recorded with respect to such investments.
C.Adjustment to interest expense on deposits of $(0.2) million and $(2.2) million for the six-month period ended June 30, 2025 and the year ended December 31, 2024, respectively, to record the estimated accretion of the deposit premium on acquired certificates of deposit.
D.Adjustment to interest expense on borrowings of $(0.4) million and $(1.7) million for the six-month period ended June 30, 2025 and the year ended December 31, 2024, respectively, to record the estimated accretion of the premium on acquired FHLB advances.
E.Adjustment to other noninterest expense to eliminate HarborOne’s historical amortization expense related to its core deposit intangible and to reflect estimated amortization of acquired core deposit intangible of $7.4 million and $16.7 million for the six-month period ended June 30, 2025 and the year ended December 31, 2024, respectively. The core deposit intangible was assumed to be amortized on a cash flow-weighted basis over 7 years for purposes of determining the adjustment.
F.Adjustment to income tax expense to record the income tax effects of pro forma adjustments at the estimated combined statutory federal and state rate at 27.60%.
G.Adjustment to weighted-average shares of the Company’s common stock outstanding to eliminate weighted-average shares of HarborOne common stock outstanding and to reflect the estimated number of share issued of the Company’s common stock to holders of HarborOne’s common stock of 26.9 million which was determined using an exchange ratio of 0.765x.
H.Adjustment to eliminate merger costs of $4.3 million for the six month-period ended June 30, 2025, as total costs are expected to be incurred within 12 months of the close of the merger, and to reflect estimated total merger transactions costs of $42.3 million for the year ended December 31, 2024.
I.Net adjustment to occupancy and equipment expense to eliminate HarborOne fixed asset depreciation, record expected depreciation based upon estimated fair value and useful lives, and to record expected accretion of the
lease right of use asset premium of $(0.3) million and $(0.8) million, representing net accretion, for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.
J.Adjustment to record the “day-2” provision for allowance for loan losses related to non-PCD acquired loans of $42.6 million for year ended December 31, 2024.