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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.
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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 4Pro forma Condensed Combined
(In thousands)
ASSETS
Cash and due from banks$553,506 $203,053 $(2,375)$(74,646)A$679,538 
Investment securities4,395,380 306,478 — 69 B4,701,927 
Loans18,315,123 4,756,323 (123)(297,925)C22,773,398 
Allowance for loan losses(232,113)(47,964)— (55,766)D(335,843)
Net loans18,083,010 4,708,359 (123)(353,691)22,437,555 
FHLB stock6,254 20,538 — — 26,792 
Premises and equipment66,437 44,769 — 4,942 E116,148 
Bank-owned life insurance207,129 99,231 — — 306,360 
Goodwill and other intangibles, net1,034,543 59,420 — 225,531 F1,319,494 
Other assets1,109,909 167,227 (123)59,210 G1,336,223 
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 funds48,188 439,652 — 2,463 I490,303 
Other liabilities503,309 86,265 451 (14,292)J575,733 
Total liabilities21,772,277 5,028,928 (2,621)(9,123)26,789,461 
Shareholders’ equity
Common stock2,115 598 — (329)K2,384 
Additional paid in capital2,189,727 266,649 — 208,547 L2,664,923 
Unallocated common shares held by the Employee Stock Ownership Plan(125,300)(23,028)— 23,028 M(125,300)
Retained earnings1,916,876 380,136 — (404,916)N1,892,096 
Accumulated other comprehensive loss, net of tax(299,527)(44,208)— 44,208 O(299,527)
Total shareholders’ equity3,683,891 580,147 — (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.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Six Months Ended June 30, 2025
Transaction Accounting Adjustments
Six Months Ended June 30, 2025Historical Eastern Bankshares, Inc.Historical HarborOne Bancorp, Inc.Pro forma AdjustmentsNote 5Pro 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$618,780 
Taxable interest and dividends on investment securities65,273 4,118 148 B69,539 
Non-taxable interest and dividends on investment securities3,209 — — 3,209 
Interest on federal funds sold and other short-term investments6,995 4,544 — 11,539 
Total interest and dividend income545,044 130,039 27,984 703,067 
Interest expense:
Interest on deposits152,704 55,619 (191)C208,132 
Interest on borrowings1,411 9,736 (389)D10,758 
Total interest expense154,115 65,355 (580)218,890 
Net interest income390,929 64,684 28,564 484,177 
Provision for allowance for loan losses14,200 2,124 — 16,324 
Net interest income after provision for loan losses376,729 62,560 28,564 467,853 
Noninterest income:
Investment advisory fees33,719 — — 33,719 
Service charges on deposit accounts16,559 10,571 — 27,130 
Card income8,150 — — 8,150 
Losses on sales of securities available for sale, net(269,638)— — (269,638)
Other17,943 11,541 — 29,484 
Total noninterest (loss) income(193,267)22,112 — (171,155)
Noninterest expense:
Salaries and employee benefits160,555 37,574 — 198,129 
Occupancy and equipment21,847 8,895 (302)I30,440 
Data processing36,410 5,247 41,657 
Professional services5,961 2,666 (1,704)H6,923 
FDIC insurance7,068 1,964 — 9,032 
Other35,240 10,574 4,809 E,H50,623 
Total noninterest expense267,081 66,920 2,803 336,804 
(Loss) income before income tax expense(83,619)17,752 25,761 (40,106)
Income tax expense33,814 4,194 7,110 F45,118 
Net (loss) income$(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 shares199,275,43640,133,790(13,197,530)G226,211,696
Diluted weighted average shares199,275,43640,360,658(13,424,398)G226,211,696
See the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Year Ended December 31, 2024
Transaction Accounting Adjustments
Year Ended December 31, 2024Historical Eastern Bankshares, Inc.Historical HarborOne Bancorp, Inc.Pro forma AdjustmentsNote 5Pro 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 securities90,582 8,147 296 B99,025 
Non-taxable interest and dividends on investment securities5,766 — — 5,766 
Interest on federal funds sold and other short-term investments42,377 14,149 — 56,526 
Total interest and dividend income946,766 271,408 56,112 1,274,286 
Interest expense:
Interest on deposits337,367 114,103 (2,197)C449,273 
Interest on borrowings1,802 31,653 (1,674)D31,781 
Total interest expense339,169 145,756 (3,871)481,054 
Net interest income607,597 125,652 59,983 793,232 
Provision for allowance for loan losses67,380 8,277 42,560 J118,217 
Net interest income after provision for loan losses540,217 117,375 17,423 675,015 
Noninterest income:
Trust and investment advisory fees46,126 — — 46,126 
Service charges on deposit accounts32,004 21,600 — 53,604 
Debit card processing fees14,177 — — 14,177 
Losses on sales of securities available for sale, net(16,798)(1,041)— (17,839)
Other48,408 26,358 — 74,766 
Total noninterest income123,917 46,917 — 170,834 
Noninterest expense:
Salaries and employee benefits302,345 74,016 15,044 H391,405 
Office occupancy and equipment46,515 18,522 1,158 H,I66,195 
Data processing75,383 10,191 4,101 H89,675 
Professional services20,073 5,436 15,677 H41,186 
FDIC insurance13,866 4,348 — 18,214 
Other50,186 17,522 22,240 E,H89,948 
Total noninterest expense508,368 130,035 58,220 696,623 
Income before income tax expense155,766 34,257 (40,797)149,226 
Income tax expense36,205 6,850 (11,260)F31,795 
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 shares181,126,32041,220,885(14,284,625)G208,062,580
Diluted weighted average shares182,181,07341,472,106(14,535,846)G209,117,333
See the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.
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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:
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As of November 1, 2025
(In thousands)
Total purchase consideration$550,112 
HarborOne Net Assets at Fair Value
Assets
Cash and cash equivalents73,234 
Investments300,194 
Loans4,417,715 
FHLB Stock24,741 
Premises and equipment48,951 
Bank owned life insurance98,777 
Core deposit intangible82,760 
Deferred income taxes, net82,213 
Other assets136,133 
Total assets5,264,718 
Liabilities and Equity
Deposits4,333,162 
Borrowings518,103 
Other liabilities65,532 
Total liabilities4,916,797 
Net assets acquired347,921 
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
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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 issued26,936,260
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
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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 issued26,936,260
Share price, net of par value17.52 
Amount issued471,923 
Elimination of HarborOne additional paid in capital(266,649)
Fair value of HarborOne stock options converted to the Company’s stock options3,273 
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
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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.
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