BOSTON & BROCKTON, Mass.--(BUSINESS WIRE)--Eastern Bankshares, Inc. ("Eastern†) (NASDAQ Global Select Market: EBC), the holding company for Eastern Bank, and HarborOne Bancorp, Inc. ("HarborOne†) (NASDAQ: HONE), the holding company for HarborOne Bank, today jointly announced they have received all the necessary regulatory approvals to complete their proposed merger (the "Merger†), which was previously announced on April 24, 2025. Eastern and HarborOne expect the Merger to close on or about Nove. ...

BOSTON & BROCKTON, Mass.--(BUSINESS WIRE)--Eastern Bankshares, Inc. ("Eastern†) (NASDAQ Global Select Market: EBC), the holding company for Eastern Bank, and HarborOne Bancorp, Inc. ("HarborOne†) (NASDAQ: HONE), the holding company for HarborOne Bank, today jointly announced that Eastern has caused the election form and letter of transmittal (together with the related instructions, the "Election Materials†) to be distributed to holders of HarborOne common stock so HarborOne shareholders may ele. ...

[Glossary of Acronyms and Terms](index=5&type=section&id=Glossary%20of%20Acronyms%20and%20Terms) This section defines common acronyms and terms used in financial reporting for clarity and consistency [Summary of Acronyms and Terms](index=5&type=section&id=Glossary%20of%20Acronyms%20and%20Terms_summary) This section defines common acronyms and terms used in financial reporting for clarity and consistency - The glossary defines key financial and operational terms such as ACL (Allowance for Credit Losses), ASU (Accounting Standards Update), Bank (HarborOne Bank), BOLI (Bank-owned life insurance), Company (HarborOne Bancorp, Inc.), CRE (Commercial real estate), EPS (Earnings Per Share), ESOP (Employee Stock Ownership Plan), FASB (Federal Accounting Standards Board), FDIC (Federal Deposit Insurance Corporation), FHLB (Federal Home Loan Bank), GAAP (Accounting principles generally accepted in the United States of America), MSRs (Mortgage servicing rights), ROU (Right-of-use), SBA (U.S. Small Business Administration), and SEC (U.S. Securities and Exchange Commission)[7](index=7&type=chunk) [PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the Company's unaudited interim consolidated financial statements and management's discussion and analysis [ITEM 1. Financial Statements](index=6&type=section&id=ITEM%201.%20Financial%20Statements) This section presents the Company's unaudited interim consolidated financial statements, including balance sheets, income statements, and cash flows, with detailed notes [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of the Company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates | (in thousands, except share data) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | **Assets** | | | | Total cash and cash equivalents | $203,053 | $231,071 | | Securities available for sale | $287,266 | $263,904 | | Net loans | $4,679,268 | $4,796,398 | | Total assets | $5,609,075 | $5,753,133 | | **Liabilities** | | | | Total deposits | $4,493,671 | $4,550,753 | | Borrowings | $439,652 | $516,555 | | Total liabilities | $5,028,928 | $5,178,122 | | **Stockholders' Equity** | | | | Total stockholders' equity | $580,147 | $575,011 | [Consolidated Statements of Income](index=8&type=section&id=Consolidated%20Statements%20of%20Income) This section details the Company's revenues, expenses, and net income over specific reporting periods | (in thousands, except share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total interest and dividend income | $65,600 | $67,951 | $130,039 | $134,855 | | Total interest expense | $32,385 | $36,601 | $65,355 | $72,923 | | Net interest and dividend income | $33,215 | $31,350 | $64,684 | $61,932 | | Provision for credit losses | $739 | $615 | $2,124 | $447 | | Total noninterest income | $12,221 | $11,919 | $22,112 | $22,660 | | Total noninterest expense | $34,070 | $33,144 | $66,920 | $64,894 | | Net income | $8,058 | $7,296 | $13,558 | $14,596 | | Basic EPS | $0.20 | $0.18 | $0.34 | $0.35 | | Diluted EPS | $0.20 | $0.18 | $0.34 | $0.35 | [Consolidated Statements of Comprehensive Income (Loss)](index=9&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) This section presents the Company's comprehensive income, including net income and other comprehensive income (loss) components | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $8,058 | $7,296 | $13,558 | $14,596 | | Total other comprehensive income (loss) | $1,456 | $581 | $5,687 | $(4,401) | | Comprehensive income | $9,514 | $7,877 | $19,245 | $10,195 | [Consolidated Statements of Changes in Stockholders' Equity](index=10&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) This section outlines the changes in the Company's equity accounts, including common stock, retained earnings, and other comprehensive income | (in thousands, except share data) | Balance at December 31, 2024 | Balance at June 30, 2025 | | :-------------------------------- | :--------------------------- | :----------------------- | | Common Stock Outstanding (Shares) | 43,723,278 | 43,075,333 | | Total Stockholders' Equity | $575,011 | $580,147 | | Comprehensive income | N/A | $19,245 | | Dividends declared ($0.18 per share) | N/A | $(7,283) | | Treasury stock purchased | N/A | $(9,464) | [Consolidated Statements of Cash Flows](index=12&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section reports the cash generated and used by the Company's operating, investing, and financing activities | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :----------------------------- | :----------------------------- | | Net cash provided (used) by operating activities | $18,375 | $(24,569) | | Net cash provided by (used in) investing activities | $103,677 | $(70,853) | | Net cash (used in) provided by financing activities | $(150,070) | $103,134 | | Net change in cash and cash equivalents | $(28,018) | $7,712 | | Cash and cash equivalents at end of period | $203,053 | $235,062 | [Notes to Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the consolidated financial statements [Note 1. Summary of Significant Accounting Policies](index=14&type=section&id=Note%201.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods used in preparing the financial statements - The unaudited interim Consolidated Financial Statements are prepared in accordance with SEC rules for Form 10-Q and GAAP, with all necessary adjustments and disclosures included. Interim results are not necessarily indicative of full-year results[25](index=25&type=chunk) - On April 24, 2025, HarborOne Bancorp, Inc. entered into a Merger Agreement with Eastern Bankshares, Inc. (Eastern), with Eastern acquiring HarborOne, and shareholders receiving either 0.765 shares of Eastern common stock or $12.00 in cash per share, subject to allocation procedures (75%-85% stock consideration); the merger is anticipated to close in Q4 2025, but Eastern has the right to defer until February 20, 2026[28](index=28&type=chunk)[30](index=30&type=chunk) - The Company provides financial services through 30 full-service branches in Massachusetts and Rhode Island, and a commercial lending office in Boston and Providence, with HarborOne Mortgage operating in Massachusetts, New Hampshire, New Jersey, and Rhode Island, originating loans in seven additional states[31](index=31&type=chunk) [Note 2. Debt Securities](index=16&type=section&id=Note%202.%20Debt%20Securities) This note provides details on the Company's debt securities, including available-for-sale and held-to-maturity portfolios | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | **Securities available for sale, at fair value** | | | | Amortized Cost | $344,161 | $329,112 | | Fair Value | $287,266 | $263,904 | | Gross Unrealized Losses | $57,322 | $65,264 | | **Securities held to maturity, at amortized cost** | | | | Amortized Cost | $19,212 | $19,627 | | Fair Value | $19,146 | $19,285 | | Gross Unrealized Losses | $97 | $342 | - As of June 30, 2025, the Company's security portfolio included 114 debt securities, with 102 in an unrealized loss position, primarily due to changes in interest rates rather than credit quality; management does not believe these represent a credit loss impairment and does not intend to sell them before cost basis recovery, thus no Allowance for Credit Losses (ACL) was recorded[39](index=39&type=chunk)[41](index=41&type=chunk) [Note 3. Loans Held for Sale](index=19&type=section&id=Note%203.%20Loans%20Held%20for%20Sale) This note details the Company's loans designated as held for sale, including their fair value and related accounting policies | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Loans held for sale, fair value | $29,091 | $36,768 | | Loans held for sale, contractual principal outstanding | $28,318 | $36,205 | | Fair value less unpaid principal balance | $773 | $563 | - The Company uses the fair value option for mortgage loans held for sale to align fair value changes with those of hedging forward sale commitment contracts; changes in fair value increased by **$306,000** for the three months and **$210,000** for the six months ended June 30, 2025, with no loans held for sale over 90 days past due[43](index=43&type=chunk)[44](index=44&type=chunk) [Note 4. Loans and Allowance for Credit Losses](index=20&type=section&id=Note%204.%20Loans%20and%20Allowance%20for%20Credit%20Losses) This note provides a breakdown of the Company's loan portfolio and the associated allowance for credit losses | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | **Loans by Type** | | | | Commercial real estate | $2,181,554 | $2,280,309 | | Commercial construction | $188,540 | $252,691 | | Commercial and industrial | $643,999 | $594,453 | | One- to four-family | $1,489,598 | $1,506,571 | | Second mortgages and equity lines of credit | $197,918 | $189,598 | | Total loans before basis adjustment | $4,726,509 | $4,852,419 | | Allowance for credit losses on loans | $(47,964) | $(56,101) | | Loans, net | $4,679,268 | $4,796,398 | | (in thousands) | Balance at December 31, 2024 | Charge-offs (6 months) | Recoveries (6 months) | Provision (6 months) | Balance at June 30, 2025 | | :------------- | :--------------------------- | :--------------------- | :-------------------- | :------------------- | :----------------------- | | Commercial real estate | $30,764 | $(9,989) | $5 | $728 | $21,508 | | Commercial construction | $4,257 | — | — | $(1,319) | $2,938 | | Commercial and industrial | $10,700 | $(391) | $35 | $1,144 | $11,488 | | One- to four-family | $8,720 | — | — | $1,510 | $10,230 | | Second mortgages and equity lines of credit | $1,348 | — | $14 | $167 | $1,529 | | Residential construction | $186 | — | — | $(15) | $171 | | Consumer loans | $126 | $(70) | $13 | $31 | $100 | | Total ACL | $56,101 | $(10,450) | $67 | $2,246 | $47,964 | - Individually analyzed loans, including non-accrual and collateral-dependent loans, increased to **$136.5 million** at June 30, 2025, from **$87.2 million** at December 31, 2024, while the related allowance for these loans decreased from **$7.8 million** to **$1.0 million**[50](index=50&type=chunk) | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | **Past Due Loans** | | | | 30-59 Days Past Due | $1,993 | $21,225 | | 60-89 Days Past Due | $6,970 | $8,076 | | 90 Days or More Past Due | $18,701 | $8,126 | | Total Past Due | $27,664 | $37,427 | | **Non-accrual Loans** | | | | With an ACL | $642 | $17,604 | | Without an ACL | $32,061 | $11,859 | - Loan modifications for borrowers experiencing financial difficulty in Q2 2025 included residential real estate loans with term extensions (weighted average 17.6 years) and interest rate reductions (from 7.6% to 5.0%); no commercial real estate or commercial and industrial loans were modified in Q2 2025, and all modified loans were current as of June 30, 2025[58](index=58&type=chunk)[61](index=61&type=chunk) [Note 5. Mortgage Loan Servicing](index=28&type=section&id=Note%205.%20Mortgage%20Loan%20Servicing) This note provides information on the Company's mortgage servicing rights (MSRs), including their fair value and related assumptions - The Company retains servicing rights for residential mortgages sold to government-sponsored enterprises; the unpaid principal balance of mortgage loans serviced for others decreased to **$3.24 billion** at June 30, 2025, from **$3.36 billion** at December 31, 2024[70](index=70&type=chunk) | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | MSRs, at fair value | $41,172 | $44,500 | | **Weighted Average Assumptions for MSR Fair Value** | | | | Prepayment speed | 7.90% | 7.67% | | Discount rate | 9.84% | 9.97% | | Default rate | 1.60% | 1.83% | - Changes in MSRs for the six months ended June 30, 2025, included additions of **$77,000**, reductions from loan payoffs of **$1.7 million**, and a negative fair value change of **$1.7 million**[71](index=71&type=chunk) [Note 6. Goodwill and Other Intangible Assets](index=28&type=section&id=Note%206.%20Goodwill%20and%20Other%20Intangible%20Assets) This note details the Company's goodwill and other intangible assets, including impairment assessments - Goodwill remained at **$59.0 million** at June 30, 2025, and December 31, 2024; the Merger Agreement on April 24, 2025, was considered a triggering event for an interim qualitative impairment assessment as of March 31, 2025, which indicated no impairment, and no further impairment assessment was performed as of June 30, 2025[72](index=72&type=chunk)[73](index=73&type=chunk) - Other intangible assets were **$378,000** at June 30, 2025, with no triggering event warranted an interim impairment test for these assets[75](index=75&type=chunk) [Note 7. Deposits](index=30&type=section&id=Note%207.%20Deposits) This note provides a breakdown of the Company's deposit accounts by type and maturity | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | NOW and demand deposit accounts | $1,043,553 | $988,984 | | Regular savings and club accounts | $867,164 | $895,232 | | Money market deposit accounts | $1,175,499 | $1,195,209 | | Total non-certificate accounts | $3,086,216 | $3,079,425 | | Term certificate accounts | $1,068,693 | $1,069,844 | | Brokered deposits | $338,762 | $401,484 | | Total deposits | $4,493,671 | $4,550,753 | - Total municipal deposits decreased to **$460.9 million** at June 30, 2025, from **$519.5 million** at December 31, 2024; reciprocal deposits, part of a program providing FDIC-insured deposit products, were **$358.7 million** at June 30, 2025, down from **$376.3 million** at December 31, 2024[76](index=76&type=chunk) | (dollars in thousands) | Amount | Weighted Average Rate | | :--------------------- | :---------- | :-------------------- | | **Certificate Accounts by Maturity at June 30, 2025** | | | | Within 1 year | $1,214,738 | 4.08% | | Over 1 year to 2 years | $187,146 | 4.19% | | Over 2 years to 3 years | $2,268 | 3.37% | | Over 3 years to 4 years | $1,709 | 3.04% | | Over 4 years to 5 years | $1,594 | 3.40% | | Total certificate deposits | $1,407,455 | 4.09% | [Note 8. Borrowings](index=32&type=section&id=Note%208.%20Borrowings) This note outlines the Company's borrowed funds, primarily FHLB advances, and available borrowing capacity - Borrowed funds primarily consist of FHLB advances; short-term advances were **$196.0 million** at June 30, 2025 (weighted average rate 4.48%), down from **$212.0 million** at December 31, 2024 (weighted average rate 4.50%); long-term borrowings were **$243.7 million** at June 30, 2025 (weighted average rate 4.18%), down from **$304.6 million** at December 31, 2024 (weighted average rate 4.21%)[78](index=78&type=chunk)[79](index=79&type=chunk) - FHLB advances are secured by a blanket security agreement, with **$2.02 billion** in loans pledged as collateral at June 30, 2025; the Company had **$693.7 million** of available borrowing capacity with the FHLB and **$563.8 million** with the Federal Reserve Discount Window at June 30, 2025[81](index=81&type=chunk)[82](index=82&type=chunk) [Note 9. Other Commitments and Contingencies](index=33&type=section&id=Note%209.%20Other%20Commitments%20and%20Contingencies) This note details the Company's off-balance sheet commitments and potential contingent liabilities | (in thousands) | Balance at December 31, 2024 | Provision (6 months) | Balance at June 30, 2025 | | :------------- | :--------------------------- | :------------------- | :----------------------- | | Commercial real estate | $947 | $(165) | $782 | | Commercial construction | $1,398 | $(352) | $1,046 | | Commercial and industrial | $793 | $326 | $1,119 | | Residential real estate | $359 | $69 | $428 | | Consumer | $9 | — | $9 | | Total ACL on unfunded commitments | $3,506 | $(122) | $3,384 | | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Commitments to grant residential real estate loans | $57,481 | $38,929 | | Commitments to grant other loans | $56,907 | $25,191 | | Unadvanced funds on home equity lines of credit | $282,916 | $281,890 | | Unadvanced funds on revolving lines of credit | $233,290 | $270,735 | | Unadvanced funds on construction loans | $128,441 | $166,726 | [Note 10. Derivatives](index=34&type=section&id=Note%2010.%20Derivatives) This note describes the Company's use of derivative financial instruments for risk management and customer needs - The Company uses derivative financial instruments, primarily interest rate swaps, to manage interest-rate risk and accommodate customer needs, with derivatives recognized at fair value on the balance sheet[89](index=89&type=chunk) - As of June 30, 2025, the Company had two interest rate swap agreements with a notional amount of **$100.0 million** designated as a fair value hedge of fixed-rate residential mortgages, which were effective; there were no cashflow hedge agreements outstanding as of June 30, 2025, as a **$100.0 million** swap matured during the quarter[91](index=91&type=chunk)[94](index=94&type=chunk) | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | **Derivatives designated as hedging instruments** | | | | Fair value hedge - interest rate swaps (Notional) | $100,000 | $100,000 | | Fair value hedge - interest rate swaps (Assets) | $0 | $112 | | Fair value hedge - interest rate swaps (Liabilities) | $600 | $84 | | Cashflow hedge - interest rate swaps (Notional) | $0 | $100,000 | | Cashflow hedge - interest rate swaps (Assets) | $0 | $1,040 | | Cashflow hedge - interest rate swaps (Liabilities) | $0 | $0 | | **Derivatives not designated as hedging instruments** | | | | Derivative loan commitments (Notional) | $36,443 | $38,929 | | Forward loan sale commitments (Notional) | $37,000 | $50,500 | | Interest rate swaps (Notional) | $1,005,744 | $1,015,448 | | Interest Rate Futures (Notional) | $50,400 | $35,400 | | Total derivatives (Assets) | $18,484 | $24,929 | | Total derivatives (Liabilities) | $18,212 | $23,546 | [Note 11. Operating Lease ROU Assets and Liabilities](index=40&type=section&id=Note%2011.%20Operating%20Lease%20ROU%20Assets%20and%20Liabilities) This note provides information on the Company's operating lease right-of-use (ROU) assets and liabilities | (in thousands) | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Operating lease ROU assets | $19,800 | $20,900 | | Operating lease liabilities | $21,500 | $22,700 | - At June 30, 2025, lease expiration dates ranged from six months to 33.1 years, with a weighted average remaining lease term of **15.8 years**; the weighted-average discount rate for operating leases was **2.17%** at June 30, 2025[110](index=110&type=chunk)[111](index=111&type=chunk) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total lease expense | $715 | $748 | $1,442 | $1,526 | [Note 12. Minimum Regulatory Capital Requirements](index=41&type=section&id=Note%2012.%20Minimum%20Regulatory%20Capital%20Requirements) This note details the Company's and the Bank's compliance with regulatory capital requirements - The Company and the Bank are subject to various regulatory capital requirements, including minimum common equity Tier 1 capital ratio of **4.5%**, Tier 1 capital ratio of **6.0%**, total capital ratio of **8.0%**, and a Tier 1 leverage ratio of **4.0%**, with a capital conservation buffer of **2.5%** common equity Tier 1 capital also required[114](index=114&type=chunk) - At June 30, 2025, both the Company and the Bank exceeded all regulatory capital requirements and were considered 'well capitalized,' including the applicable capital conservation buffer of **2.5%**[117](index=117&type=chunk) | (dollars in thousands) | June 30, 2025 Actual Ratio | December 31, 2024 Actual Ratio | Minimum Required for Capital Adequacy | Minimum Required to be Considered "Well Capitalized" | | :--------------------- | :------------------------- | :----------------------------- | :------------------------------------ | :--------------------------------------------------- | | **HarborOne Bancorp, Inc.** | | | | | | Common equity Tier 1 capital to risk-weighted assets | 12.2% | 11.8% | 4.5% | N/A | | Tier 1 capital to risk-weighted assets | 12.2% | 11.8% | 6.0% | N/A | | Total capital to risk-weighted assets | 13.3% | 13.0% | 8.0% | N/A | | Tier 1 capital to average assets | 10.0% | 9.8% | 4.0% | N/A | | **HarborOne Bank** | | | | | | Common equity Tier 1 capital to risk-weighted assets | 11.3% | 11.0% | 4.5% | 6.5% | | Tier 1 capital to risk-weighted assets | 11.3% | 11.0% | 6.0% | 8.0% | | Total capital to risk-weighted assets | 12.4% | 12.3% | 8.0% | 10.0% | | Tier 1 capital to average assets | 9.3% | 9.2% | 4.0% | 5.0% | [Note 13. Comprehensive (Loss) Income](index=43&type=section&id=Note%2013.%20Comprehensive%20%28Loss%29%20Income) This note provides a reconciliation of net income to comprehensive income (loss) and changes in accumulated other comprehensive income | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :----------------------------- | :----------------------------- | | Balance at beginning of period | $(49,895) | $(43,622) | | Other comprehensive (loss) income before reclassifications | $8,342 | $(3,304) | | Amounts reclassified from accumulated other comprehensive (loss) income | $(1,070) | $(1,500) | | Net current period other comprehensive (loss) income | $7,272 | $(4,804) | | Related tax effect | $(1,585) | $403 | | Balance at end of period | $(44,208) | $(48,023) | [Note 14. Fair Value of Assets and Liabilities](index=44&type=section&id=Note%2014.%20Fair%20Value%20of%20Assets%20and%20Liabilities) This note describes the methodologies and hierarchy used to measure the fair value of the Company's assets and liabilities - Fair value is measured using a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1 prices), and Level 3 (significant unobservable inputs)[131](index=131&type=chunk) - Securities available for sale and loans held for sale are primarily classified as Level 2; collateral-dependent impaired loans are classified as Level 3, with fair value determined by underlying collateral appraisals, adjusted for estimated selling costs or market declines[125](index=125&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) | (in thousands) | June 30, 2025 Total Fair Value | December 31, 2024 Total Fair Value | | :------------- | :----------------------------- | :--------------------------------- | | **Assets Measured at Fair Value on a Recurring Basis** | | | | Securities available for sale | $287,266 | $263,904 | | Loans held for sale | $29,091 | $36,768 | | Mortgage servicing rights | $41,172 | $44,500 | | Derivatives | $18,484 | $24,929 | | **Liabilities Measured at Fair Value on a Recurring Basis** | | | | Derivatives | $18,212 | $23,546 | | **Assets Measured at Fair Value on a Non-recurring Basis** | | | | Collateral-dependent individually analyzed loans | $21,031 | $47,463 | [Note 15. Earnings Per Share](index=52&type=section&id=Note%2015.%20Earnings%20Per%20Share) This note provides the calculation of basic and diluted earnings per share for the Company | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income available to common stockholders (in thousands) | $8,058 | $7,296 | $13,558 | $14,596 | | Weighted average number of common shares outstanding (Basic) | 39,924,977 | 41,293,787 | 40,133,790 | 41,603,104 | | Weighted average number of common shares outstanding (Diluted) | 40,117,837 | 41,370,289 | 40,360,658 | 41,748,663 | | Basic EPS | $0.20 | $0.18 | $0.34 | $0.35 | | Diluted EPS | $0.20 | $0.18 | $0.34 | $0.35 | - Basic EPS is calculated by dividing net income by weighted-average common shares outstanding, including non-vested restricted shares; diluted EPS includes the effect of potential dilutive common stock equivalents, with no shares considered anti-dilutive at June 30, 2025, compared to 130,225 shares at June 30, 2024[149](index=149&type=chunk) [Note 16. Revenue Recognition](index=53&type=section&id=Note%2016.%20Revenue%20Recognition) This note describes the Company's policies for recognizing revenue from contracts with customers - Revenue from customer contracts is measured based on consideration specified in the contract, excluding amounts collected for third parties; performance obligations are generally satisfied as services are rendered, either at a point in time or over time, with unsatisfied performance obligations not material[151](index=151&type=chunk)[152](index=152&type=chunk) - Transactional revenue, recognized at a point in time, includes card interchange fees, ATM fees, wire transfer fees, overdraft charges, stop-payment fees, returned check fees, and loan fees (e.g., letters of credit, line renewal fees, application fees)[154](index=154&type=chunk) [Note 17. Segment Reporting](index=53&type=section&id=Note%2017.%20Segment%20Reporting) This note provides financial information about the Company's operating segments, HarborOne Bank and HarborOne Mortgage - The Company has two reportable segments: HarborOne Bank and HarborOne Mortgage; the Chief Financial Officer, as the CODM, assesses performance by evaluating revenue streams, significant expenses, and comparing actual results to budgeted amounts[155](index=155&type=chunk)[156](index=156&type=chunk) - HarborOne Bank's revenue primarily comes from interest on loans and investment securities, and deposit account service charges; HarborOne Mortgage's revenue is from interest on loans and fees from residential mortgage origination, sale, and servicing[156](index=156&type=chunk) | (in thousands) | HarborOne Bank Net Income (Loss) | HarborOne Mortgage Net Income (Loss) | | :------------- | :------------------------------- | :----------------------------------- | | Three Months Ended June 30, 2025 | $8,558 | $469 | | Three Months Ended June 30, 2024 | $7,538 | $(191) | | Six Months Ended June 30, 2025 | $14,793 | $(22) | | Six Months Ended June 30, 2024 | $14,703 | $32 | [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=56&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides Management's perspective on the Company's financial performance and condition, discussing key trends, changes in assets, liabilities, equity, and results of operations [Critical Accounting Policies and Estimates](index=58&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section discusses the significant accounting policies and estimates that require management's judgment and can materially affect financial results - The preparation of consolidated financial statements requires Management to make estimates and assumptions that affect reported amounts; critical accounting policies identified include Allowance for Credit Losses, Goodwill, and Deferred Tax Assets, which are susceptible to material changes based on factors like interest rates, economic performance, and borrower financial condition[165](index=165&type=chunk)[166](index=166&type=chunk)[171](index=171&type=chunk) [Recent Events](index=58&type=section&id=Recent%20Events) This section highlights significant events impacting the Company, including legislative changes and the pending merger agreement - On July 4, 2025, President Trump signed the 'One Big Beautiful Bill,' the income tax implications of which are being evaluated but are not expected to materially impact the Company's financial statements[168](index=168&type=chunk) - On April 24, 2025, the Company entered into a Merger Agreement with Eastern Bankshares, Inc., where Eastern will acquire HarborOne; the merger is subject to regulatory and shareholder approvals and is expected to close in Q4 2025, with a potential deferral option for Eastern until February 20, 2026[169](index=169&type=chunk)[170](index=170&type=chunk) [Comparison of Financial Condition at June 30, 2025, and December 31, 2024](index=60&type=section&id=Comparison%20of%20Financial%20Condition%20at%20June%2030%2C%202025%2C%20and%20December%2031%2C%202024) This section analyzes changes in the Company's balance sheet items between June 30, 2025, and December 31, 2024 | (dollars in thousands) | June 30, 2025 | December 31, 2024 | Increase (Decrease) Dollars | Increase (Decrease) Percent | | :--------------------- | :------------ | :---------------- | :-------------------------- | :-------------------------- | | Total Assets | $5,609,075 | $5,753,133 | $(144,058) | (2.5)% | | Cash and Cash Equivalents | $203,053 | $231,071 | $(28,018) | (12.1)% | | Loans Held for Sale | $29,091 | $36,768 | $(7,677) | (20.9)% | | Net Loans | $4,679,268 | $4,796,398 | $(117,130) | (2.4)% | | Investment Securities Available for Sale | $287,266 | $263,904 | $23,362 | 8.9% | | Total Deposits | $4,493,671 | $4,550,753 | $(57,082) | (1.3)% | | Borrowed Funds | $439,652 | $516,555 | $(76,903) | (14.9)% | | Total Stockholders' Equity | $580,147 | $575,011 | $5,136 | 0.9% | - The decrease in total assets was primarily driven by a **$117.1 million** decrease in net loans and a **$31.3 million** decrease in short-term investments; commercial real estate and construction loans decreased by **$162.9 million**, while commercial and industrial loans increased by **$49.5 million**[174](index=174&type=chunk)[177](index=177&type=chunk) - Total deposits decreased by **$57.1 million**, mainly due to decreases in municipal deposits (**$58.5 million**) and brokered deposits (**$62.7 million**), partially offset by an increase in consumer and business deposits (**$64.2 million**); uninsured deposits, after exclusions, were **$754.2 million**, representing **17%** of total deposits[187](index=187&type=chunk)[189](index=189&type=chunk) - Stockholders' equity increased by **0.9%** to **$580.1 million**, reflecting earnings and a decrease in unrealized losses on available-for-sale securities, partially offset by share repurchases and dividends; the tangible-common-equity-to-tangible-assets ratio was **9.38%** at June 30, 2025[193](index=193&type=chunk)[194](index=194&type=chunk) [Comparison of Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024](index=63&type=section&id=Comparison%20of%20Results%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section analyzes the Company's financial performance, including net interest income, noninterest income, and expenses, for the reported periods | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $8,058 | $7,296 | $13,558 | $14,596 | | Tax equivalent net interest income | $33,732 | $31,606 | $65,662 | $62,437 | | Net interest margin (fully tax equivalent) | 2.52% | 2.31% | 2.46% | 2.28% | | Provision for credit losses | $739 | $615 | $2,124 | $447 | | Total noninterest income | $12,221 | $11,919 | $22,112 | $22,660 | | Total noninterest expense | $34,070 | $33,144 | $66,920 | $64,894 | | Merger expenses | $1,704 | $0 | $1,704 | $0 | - Net interest and dividend income on a tax equivalent basis increased by **$2.1 million (6.7%)** for the three months and **$3.2 million (5.2%)** for the six months ended June 30, 2025, compared to the prior year periods, driven by rate decreases on interest-bearing liabilities outpacing the decrease in yield on interest-earning assets[213](index=213&type=chunk)[214](index=214&type=chunk) - Interest expense decreased by **$4.2 million (11.5%)** for the three months and **$7.6 million (10.4%)** for the six months ended June 30, 2025, primarily due to a decrease in average balance and cost of borrowings, partially offset by an increase in average balance of interest-bearing deposits[212](index=212&type=chunk)[218](index=218&type=chunk) - Merger expenses of **$1.7 million** were recorded in noninterest expense for both the three and six months ended June 30, 2025, primarily for legal and investment advisory services[215](index=215&type=chunk) | (in thousands) | HarborOne Bank Net Income (Loss) | HarborOne Mortgage Net Income (Loss) | | :------------- | :------------------------------- | :----------------------------------- | | Three Months Ended June 30, 2025 | $8,558 | $469 | | Three Months Ended June 30, 2024 | $7,538 | $(191) | | Six Months Ended June 30, 2025 | $14,793 | $(22) | | Six Months Ended June 30, 2024 | $14,703 | $32 | - HarborOne Bank's net income increased by **$1.0 million (13.5%)** for the three months and **$90,000 (0.6%)** for the six months ended June 30, 2025; the provision for credit losses increased significantly to **$2.1 million** for the six months ended June 30, 2025, primarily due to specific reserve allocations for commercial credits and qualitative factor adjustments[222](index=222&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk) - HarborOne Mortgage recorded net income of **$469,000** for the three months ended June 30, 2025, compared to a net loss of **$191,000** in the prior year; for the six months, it recorded a net loss of **$22,000** compared to net income of **$32,000** in the prior year; loan production and gain on sale of mortgages increased for the three and six months ended June 30, 2025, but MSR fair value decreased due to changes in benchmark mortgage rates[234](index=234&type=chunk)[239](index=239&type=chunk) [Asset Quality](index=80&type=section&id=Asset%20Quality) This section evaluates the quality of the Company's loan portfolio, including nonperforming assets and allowance for credit losses | (dollars in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------- | :------------ | :---------------- | | Total non-accrual loans | $32,703 | $29,463 | | Total nonperforming assets | $32,703 | $29,473 | | Allowance for credit losses to total loans | 1.01% | 1.16% | | Allowance for credit losses to non-accrual loans | 146.67% | 190.41% | | Total nonperforming loans to total loans | 0.69% | 0.61% | | Total nonperforming assets to total assets | 0.58% | 0.51% | - Credit quality remained strong, but total nonperforming assets increased to **$32.7 million** at June 30, 2025, from **$29.5 million** at December 31, 2024; this increase was primarily driven by specific commercial credits, including a **$29.0 million** substandard loan in healthcare, a **$13.6 million** substandard loan in office conversion, and an **$8.8 million** nonaccrual doubtful loan in the office sector[247](index=247&type=chunk) - The ACL was **$48.0 million (1.01% of total loans)** at June 30, 2025, down from **$56.1 million (1.16% of total loans)** at December 31, 2024; net charge-offs totaled **$1.7 million** for the three months and **$10.4 million** for the six months ended June 30, 2025, primarily related to two commercial credits[225](index=225&type=chunk)[256](index=256&type=chunk)[259](index=259&type=chunk) | (dollars in thousands) | Balance | Percent to Total | | :--------------------- | :------ | :--------------- | | **CRE and CRE Construction Portfolio Composition (June 30, 2025)** | | | | Flex/Industrial | $533,156 | 22.5% | | Multifamily | $444,154 | 18.7% | | Hotels | $247,474 | 10.4% | | Retail | $287,731 | 12.1% | | Healthcare | $212,576 | 9.0% | | Office | $212,125 | 9.0% | | All Other | $432,878 | 18.3% | | Total CRE and CRE construction | $2,370,094 | 100.0% | [Management of Market Risk](index=87&type=section&id=Management%20of%20Market%20Risk) This section describes how the Company identifies, measures, and manages its exposure to market risks, primarily interest-rate risk - The Company's primary market risk is interest-rate risk, managed by the Asset/Liability Committee through exposure limits and an income simulation model and economic value of equity (EVE) analysis[261](index=261&type=chunk) | Changes in Interest Rates (basis points) | June 30, 2025 Year One | June 30, 2025 Year Two | June 30, 2024 Year One | June 30, 2024 Year Two | | :--------------------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | +300 | (10.2)% | (8.2)% | (12.0)% | (14.7)% | | +200 | (6.7)% | (5.2)% | (7.9)% | (9.5)% | | +100 | (3.3)% | (2.3)% | (3.8)% | (4.4)% | | -100 | 2.3% | 1.9% | 4.3% | 5.4% | | -200 | 3.3% | 1.0% | 5.4% | 5.5% | | -300 | 3.9% | (0.8)% | 5.9% | 4.3% | | -400 | 4.0% | (3.7)% | 6.2% | 2.0% | | Changes in Interest Rates (basis points) | Estimated EVE (dollars in thousands) | Estimated Increase (Decrease) in EVE Percent | | :--------------------------------------- | :----------------------------------- | :------------------------------------------- | | +400 | $497,792 | (31.1)% | | +300 | $565,538 | (21.7)% | | +200 | $625,733 | (13.4)% | | +100 | $682,036 | (5.6)% | | 0 | $722,221 | — | | -100 | $746,662 | 3.4% | | -200 | $713,332 | (1.2)% | | -300 | $664,465 | (8.0)% | | -400 | $589,456 | (18.4)% | [Liquidity Management and Capital Resources](index=88&type=section&id=Liquidity%20Management%20and%20Capital%20Resources) This section discusses the Company's strategies for managing liquidity and maintaining adequate capital levels - The Company manages liquidity to meet current and future financial obligations through deposit inflows, loan repayments, securities maturities, and FHLB borrowings; liquid resources include **$203.1 million** in cash and cash equivalents at June 30, 2025[270](index=270&type=chunk)[272](index=272&type=chunk) - Additional borrowing capacity includes **$693.7 million** from the FHLB, **$563.8 million** from the FRBB, and a **$25.0 million** unsecured federal funds line; unpledged available-for-sale securities total **$27.8 million**[272](index=272&type=chunk)[273](index=273&type=chunk) - At June 30, 2025, outstanding commitments to originate loans were **$114.4 million**, and unadvanced funds on loans were **$644.6 million**; certificates of deposit maturing within one year totaled **$1.21 billion**[276](index=276&type=chunk) - The Company and the Bank exceeded all regulatory capital requirements and were considered 'well capitalized' at June 30, 2025[278](index=278&type=chunk) [Non-GAAP Financial Measures and Reconciliation to GAAP](index=90&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliation%20to%20GAAP) This section presents non-GAAP financial measures used by management and provides their reconciliation to the most directly comparable GAAP measures - The Company uses non-GAAP financial measures, specifically the tangible-common-equity-to-tangible-assets ratio, which is utilized by regulators and market analysts to evaluate financial condition; these measures are supplemental and not a substitute for GAAP results[279](index=279&type=chunk) | (dollars on thousands) | June 30, 2025 | June 30, 2024 | | :--------------------- | :------------ | :------------ | | Total stockholders' equity | $580,147 | $577,329 | | Less: Goodwill | $59,042 | $59,042 | | Less: Other intangible assets | $378 | $1,136 | | Tangible common equity | $520,727 | $517,151 | | Total assets | $5,609,075 | $5,787,035 | | Less: Goodwill | $59,042 | $59,042 | | Less: Other intangible assets | $378 | $1,136 | | Tangible assets | $5,549,655 | $5,726,857 | | Tangible common equity / tangible assets | 9.38% | 9.03% | [ITEM 3. Quantitative and Qualitative Disclosures about Market Risk](index=92&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section refers to the 'Management of Market Risk' discussion in Item 2, detailing the Company's interest-rate risk exposure and management methodologies [Summary of Quantitative and Qualitative Disclosures about Market Risk](index=92&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk_summary) This section refers to the 'Management of Market Risk' discussion in Item 2, detailing the Company's interest-rate risk exposure and management methodologies - The information required by Item 3 is included in Part I, Item 2 of this Quarterly Report on Form 10-Q under the heading 'Management of Market Risk'[283](index=283&type=chunk) [ITEM 4. Controls and Procedures](index=92&type=section&id=ITEM%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the Company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter ended June 30, 2025 [Summary of Controls and Procedures](index=92&type=section&id=ITEM%204.%20Controls%20and%20Procedures_summary) This section confirms the effectiveness of the Company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter ended June 30, 2025 - The Company's principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of June 30, 2025, ensuring timely and accurate information disclosure[283](index=283&type=chunk) - There were no material changes in the Company's internal controls over financial reporting during the quarter ended June 30, 2025[284](index=284&type=chunk) [PART II. OTHER INFORMATION](index=93&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part includes legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [ITEM 1. Legal Proceedings](index=93&type=section&id=ITEM%201.%20Legal%20Proceedings) This section discloses legal proceedings related to the Company's merger, specifically two shareholder complaints alleging materially incomplete and misleading proxy statements - Two shareholder complaints (William Johnson v. HarborOne Bancorp, Inc., et al., and Paul Parshall v. HarborOne Bancorp, Inc., et al.) were filed in New York state court on July 28 and July 29, 2025, respectively, alleging that the proxy statement issued on Schedule 14A on June 27, 2025, is materially incomplete and misleading[287](index=287&type=chunk) - The Merger Litigations seek an injunction enjoining consummation of the Merger, rescission of the Merger, and costs including attorneys' and experts' fees; the Company believes the litigations are without merit and does not expect them to have a material adverse effect on its business, operating results, cash flows, or financial condition[287](index=287&type=chunk)[288](index=288&type=chunk) [ITEM 1A. Risk Factors](index=94&type=section&id=ITEM%201A.%20Risk%20Factors) This section supplements and updates the risk factors from the Company's Annual Report on Form 10-K, focusing on risks specifically related to the pending merger with Eastern Bankshares, Inc. - The pendency of the Merger could adversely affect the Company's business, results of operations, and financial condition by causing disruptions, creating uncertainty, impacting relationships with customers, suppliers, and employees, and diverting Management resources[292](index=292&type=chunk) - The Company is subject to restrictions on business conduct under the Merger Agreement, which could limit its ability to respond to competitive pressures or pursue opportunities[293](index=293&type=chunk) - The value of the stock consideration for shareholders is uncertain due to Eastern common stock price fluctuations; the Merger is also subject to regulatory approvals and shareholder approval, and failure to complete it could negatively impact the Company's stock price and future financial results[294](index=294&type=chunk)[295](index=295&type=chunk)[296](index=296&type=chunk)[297](index=297&type=chunk) - Eastern may face difficulties integrating the Company's operations and may not realize the anticipated benefits and cost savings from the Merger; a termination fee of **$18.9 million** payable to Eastern in specified circumstances could discourage other acquisition proposals[300](index=300&type=chunk)[303](index=303&type=chunk)[304](index=304&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=99&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Company's share repurchase program, noting the suspension of repurchases following the Merger Agreement. During Q2 2025, the Company repurchased 317,500 shares before suspending the program | Period | Total number of shares (or units) purchased | Average price paid per share (or unit) | | :---------------------- | :------------------------------------------ | :------------------------------------- | | April 1 to April 30, 2025 | 317,500 | $9.68 | | May 1 to May 31, 2025 | — | — | | June 1, to June 30, 2025 | — | — | | Total | 317,500 | $9.68 | - The Company suspended its share repurchase program on April 24, 2025, following its entry into the Merger Agreement; prior to suspension, **317,500 shares** were repurchased in Q2 2025 at an average cost of **$9.68 per share**[307](index=307&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=99&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reported period - None[308](index=308&type=chunk) [ITEM 4. Mine Safety Disclosures](index=99&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the Company - Not applicable[309](index=309&type=chunk) [ITEM 5. Other Information](index=99&type=section&id=ITEM%205.%20Other%20Information) This section confirms that there were no unregistered sales of equity securities or use of proceeds, and no directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading arrangements during the quarter - No unregistered sales of equity securities or use of proceeds occurred during the quarter[311](index=311&type=chunk) - None of the Company's directors or executive officers had in place, or adopted, modified, or terminated any Rule 10b5-1(c) trading arrangements during the quarter ended June 30, 2025[310](index=310&type=chunk) [ITEM 6. Exhibits](index=100&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits included in or incorporated by reference into the Quarterly Report on Form 10-Q, such as certifications of the CEO and CFO, and interactive data files - Exhibits include certifications of the Chief Executive Officer and Chief Financial Officer (31.1, 31.2, 32.1) and Interactive Data Files (101, 104) formatted in Inline XBRL, covering the consolidated financial statements and notes[314](index=314&type=chunk)

Core Viewpoint - HarborOne Bancorp reported strong second quarter results for 2025, with earnings per share exceeding expectations and total revenue showing year-over-year growth, indicating steady improvement in profitability and margin despite challenges in deposit and credit quality [1][2]. Financial Performance - Diluted earnings per share (GAAP) for Q2 2025 were $0.20, surpassing the consensus estimate of $0.19 and up 11.1% from $0.18 in Q2 2024 [2]. - Total revenue (GAAP) reached $45.44 million, slightly above the estimate of $45.34 million and up 5.0% from $43.27 million in Q2 2024 [2]. - Net income (GAAP) increased by 46.5% from the previous quarter to $8.1 million, driven by a 23.6% rise in noninterest income due to a rebound in mortgage banking activities [5]. - The net interest margin improved to 2.52%, up from 2.31% in Q2 2024, reflecting better deposit cost management [2][6]. Business Overview - HarborOne Bancorp operates as a community-oriented bank serving Eastern Massachusetts and Rhode Island, focusing on consumer and commercial banking services, with commercial real estate lending as its largest loan category [3]. - The bank has a network of 30 full-service branches and offers online services to support its customers [3]. Strategic Focus - The company is concentrating on navigating a competitive regional banking market, managing risks in its commercial loan portfolio, and controlling costs to protect earnings [4]. - The digital platform, HarborOne U, provides educational resources for small businesses and personal finance [4][10]. Cost Management and Efficiency - Noninterest expenses rose to $34.07 million, including $1.7 million in merger costs related to the upcoming merger with Eastern Bankshares; however, core expenses decreased when excluding these costs [7]. - The core efficiency ratio improved significantly from 78.97% in Q1 2025 to 71.68% [7]. Asset Quality and Credit Management - Net charge-offs decreased sharply to $1.7 million from $8.7 million in Q1 2025, while criticized and classified commercial loans increased by $6.6 million [8]. - The total allowance for credit losses was 1.01% of total loans, slightly down from 1.02% in the previous quarter [8]. Deposit Trends and Funding - Total deposits fell by $125.1 million to $4.49 billion, with non-certificate deposits dropping $66.5 million and brokered deposits decreasing by $51.1 million [9][10]. - The cost of deposits slightly declined to 2.45%, while borrowings increased by $40.1 million, resulting in a loan-to-deposit ratio of 105.2% [10]. Future Outlook - Management did not provide standalone financial guidance due to the focus on the merger with Eastern Bankshares, and the share buyback program has been suspended [11][12]. - The near-term outlook will depend on the successful execution of the merger and maintaining credit quality amid funding cost pressures [12].

Financial Performance - HarborOne Bancorp reported revenue of $45.44 million for the quarter ended June 2025, marking a year-over-year increase of 5% [1] - The earnings per share (EPS) for the same period was $0.23, up from $0.18 a year ago, representing a surprise of +21.05% over the consensus estimate of $0.19 [1] - The reported revenue exceeded the Zacks Consensus Estimate of $43.79 million by +3.77% [1] Key Metrics - Efficiency ratio stood at 74.6%, slightly above the average estimate of 74.4% based on three analysts [4] - Net Interest Margin was reported at 2.5%, compared to the average estimate of 2.4% [4] - Total Noninterest Income reached $12.22 million, surpassing the average estimate of $11.74 million [4] - Net Interest Income was $33.22 million, exceeding the average estimate of $32.9 million [4] Stock Performance - Shares of HarborOne Bancorp have returned +8% over the past month, outperforming the Zacks S&P 500 composite's +5.7% change [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating potential performance in line with the broader market in the near term [3]

Group 1 - HarborOne Bancorp reported quarterly earnings of $0.23 per share, exceeding the Zacks Consensus Estimate of $0.19 per share, and showing an increase from $0.18 per share a year ago, resulting in an earnings surprise of +21.05% [1] - The company posted revenues of $45.44 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 3.77%, compared to $43.27 million in the same quarter last year [2] - HarborOne Bancorp shares have increased approximately 3.9% since the beginning of the year, while the S&P 500 has gained 8.1% [3] Group 2 - The current consensus EPS estimate for the upcoming quarter is $0.21 on revenues of $44.35 million, and for the current fiscal year, it is $0.75 on revenues of $174.27 million [7] - The Zacks Industry Rank for Banks - Northeast is currently in the top 23% of over 250 Zacks industries, indicating a favorable outlook for the industry [8]

[Executive Summary & Financial Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Financial%20Highlights) HarborOne Bancorp, Inc. reported strong Q2 2025 financial improvements, including increased net income and a definitive merger agreement with Eastern Bankshares, Inc. [Q2 2025 Performance Overview](index=1&type=section&id=Q2%202025%20Performance%20Overview) Net income significantly increased in Q2 2025, alongside the announcement of a definitive merger agreement with Eastern Bankshares, Inc. | Metric | Q2 2025 | Q1 2025 | Change (QoQ) | Change (%) | | :--------------------- | :-------- | :-------- | :----------- | :--------- | | Net Income | $8.1M | $5.5M | $2.6M | 46.5% | | Diluted EPS | $0.20 | $0.14 | $0.06 | 42.9% | - Net income for the six months ended June 30, 2025, was **$13.6 million**, or **$0.34 per diluted share**, compared to **$14.6 million**, or **$0.35 per diluted share** for the same period in 2024[1](index=1&type=chunk) - The Company entered into a definitive merger agreement with Eastern Bankshares, Inc. on April 24, 2025, in a stock and cash transaction[1](index=1&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) The CEO highlighted steady financial improvement in Q2, driven by net interest margin expansion, improved core returns, and expense management, while emphasizing customer service during the pending merger. - CEO Joseph F. Casey reported steady financial improvement in Q2, including net interest margin expansion, improved core returns on assets and equity, and continued management of expenses[2](index=2&type=chunk) - The HarborOne team remains focused on providing superior service and a seamless transition to customers, communities, and employees, while looking forward to a successful merger with Eastern[2](index=2&type=chunk) [Key Financial Highlights (Narrative)](index=1&type=section&id=Key%20Financial%20Highlights%20%28Narrative%29) The second quarter saw a 13 basis point improvement in net interest margin, a 23.6% rise in noninterest income, and a slight increase in noninterest expense due to merger-related costs. | Metric | Q2 2025 | Q1 2025 | Change (QoQ) | | :--------------------------------- | :------ | :------ | :----------- | | Net Interest Margin | 2.52% | 2.39% | +13 bps | | Noninterest Income | $12.2M | $9.9M | +23.6% | | Noninterest Expense (excl. merger) | $32.4M | $32.9M | -$0.5M | | Yield on loans | | | +8 bps | | Cost of deposits (excl. brokered) | | | -7 bps | - Borrowing costs improved **2 basis points**, and average borrowings declined **$87.8 million**[3](index=3&type=chunk) - The share repurchase program was suspended pending completion of the merger with Eastern[3](index=3&type=chunk) [Consolidated Financial Performance](index=1&type=section&id=Consolidated%20Financial%20Performance) This section details the quarter-over-quarter changes in net interest income, noninterest income, and noninterest expenses, highlighting their primary drivers. [Net Interest Income](index=1&type=section&id=Net%20Interest%20Income) Net interest and dividend income increased by $1.7 million, with net interest margin improving by 13 basis points, driven by lower borrowing costs and increased loan yield. | Metric | Q2 2025 | Q1 2025 | Change (QoQ) | | :-------------------------- | :------ | :------ | :----------- | | Net Interest & Dividend Income | $33.2M | $31.5M | +$1.7M | | Net Interest Margin | 2.52% | 2.39% | +13 bps | | Borrowing Costs | | | -2 bps | | Yield on Loans | | | +8 bps | | Cost of Deposits (excl. brokered) | | | -7 bps | - Average borrowings declined **$87.8 million**, and average deposit balances (excluding brokered deposits) increased **$57.2 million**, primarily due to a **$40.4 million** increase in lower cost NOW and noninterest-earning deposits[3](index=3&type=chunk) - The **$1.9 million** increase in net interest and dividend income from the prior year quarter reflects net interest margin improvement of **21 basis points**, primarily due to higher prepayment fees, lower cost of funds, and lower average balances of funding liabilities[4](index=4&type=chunk) [Noninterest Income](index=2&type=section&id=Noninterest%20Income) Total noninterest income rose by $2.3 million, or 23.6%, primarily due to higher mortgage banking income, increased deposit account fees, and a significant rise in other income. | Metric | Q2 2025 | Q1 2025 | Change (QoQ) | | :-------------------------------- | :------ | :------ | :----------- | | Total Noninterest Income | $12.2M | $9.9M | +$2.3M | | Gain on Loan Sales (Mortgage) | $3.4M | $2.7M | +$0.7M | | Mortgage Closings | $176.2M | $114.1M | +$62.1M | | MSR Valuation Decrease | $0.55M | $1.2M | -$0.65M | | Deposit Account Fees | | | +$0.27M | | Other Income | | | +$0.95M | - Other income increased primarily due to a **$547,000 Employee Retention Tax Credit** and **$382,000** of swap fee income[7](index=7&type=chunk) - Total noninterest income increased **$302,000** compared to the prior year quarter, despite a **$1.8 million** gain on disposal of an asset held for sale in the prior year results[5](index=5&type=chunk) [Noninterest Expense](index=2&type=section&id=Noninterest%20Expense) Total noninterest expense increased by $1.2 million, mainly driven by $1.7 million in merger-related expenses, while core expenses saw a slight decrease. | Metric | Q2 2025 | Q1 2025 | Change (QoQ) | | :---------------------- | :------ | :------ | :----------- | | Total Noninterest Expense | $34.1M | $32.9M | +$1.2M | | Merger Expenses | $1.7M | $0 | +$1.7M | - Excluding **$1.7 million** of merger-related expenses, noninterest expense was down slightly quarter-over-quarter[3](index=3&type=chunk) - Occupancy and equipment expenses decreased **$359,000**, primarily due to a seasonal decrease in landscaping expense, while marketing expense increased **$277,000** due to a small business campaign[7](index=7&type=chunk) [Balance Sheet & Asset Quality](index=3&type=section&id=Balance%20Sheet%20%26%20Asset%20Quality) This section provides an overview of the company's balance sheet trends, including asset and liability changes, and a detailed analysis of asset quality and credit loss provisions. [Balance Sheet Overview](index=3&type=section&id=Balance%20Sheet%20Overview) Total assets decreased by $91.3 million, primarily due to a decline in loans and deposits, while stockholders' equity and the tangible common equity ratio improved. | Metric | June 30, 2025 | March 31, 2025 | Change (QoQ) | Change (%) | | :------------------------------------ | :------------ | :------------- | :----------- | :--------- | | Total Assets | $5.61B | $5.70B | -$91.3M | -1.6% | | Total Loans | $4.73B | $4.82B | -$93.8M | -1.9% | | Available-for-sale securities | $287.3M | $265.6M | +$21.6M | +8.1% | | Total Deposits | $4.49B | $4.62B | -$125.1M | -2.7% | | Borrowed Funds | $439.7M | $399.5M | +$40.1M | +10.0% | | Total Stockholders' Equity | $580.1M | $576.0M | +$4.1M | +0.7% | | Tangible-Common-Equity-to-Tangible-Assets Ratio | 9.38% | 9.15% | +23 bps | | | Book Value Per Share | $13.47 | $13.27 | +$0.20 | +1.5% | | Tangible Book Value Per Share | $12.09 | $11.90 | +$0.19 | +1.6% | - Commercial real estate and construction loans decreased **$118.4 million**, favoring payoffs over renewals[11](index=11&type=chunk) - FDIC-insured deposits were approximately **73%** of total deposits as of June 30, 2025[11](index=11&type=chunk) [Asset Quality and Credit Losses](index=3&type=section&id=Asset%20Quality%20and%20Credit%20Losses) The provision for credit losses decreased significantly, while net charge-offs also declined, though nonperforming assets and criticized commercial loans increased. | Metric | Q2 2025 | Q1 2025 | Change (QoQ) | | :------------------------------------ | :------ | :------ | :----------- | | Provision for Credit Losses | $739K | $1.9M | -$1.16M | | Net Charge-offs | $1.7M | $8.7M | -$7.0M | | Net Charge-offs (% of avg. loans) | 0.14% | 0.72% | -0.58% | | Allowance for Credit Losses (ACL) on Loans | $48.0M | $49.3M | -$1.3M | | ACL on Loans (% of total loans) | 1.01% | 1.02% | -0.01% | | Total Nonperforming Assets | $32.7M | $30.9M | +$1.8M | | Nonperforming Assets (% of total assets) | 0.58% | 0.54% | +0.04% | | Total Criticized & Classified Commercial Loans | $193.7M | $187.1M | +$6.6M | - The provision for loan credit losses was primarily due to a further specific reserve allocation for a previously identified classified commercial and industrial loan and qualitative factor adjustments[9](index=9&type=chunk) - Non-performing commercial real estate loans increased **$784,000**, and non-performing commercial and industrial loans increased **$622,000** compared to the prior quarter[12](index=12&type=chunk) [Company Information](index=4&type=section&id=Company%20Information) This section provides an overview of HarborOne Bancorp, Inc., outlines forward-looking statements, and explains the use of non-GAAP financial measures. [About HarborOne Bancorp, Inc.](index=4&type=section&id=About%20HarborOne%20Bancorp%2C%20Inc.) HarborOne Bancorp, Inc. is the holding company for HarborOne Bank, providing comprehensive financial services and educational resources across Eastern Massachusetts and Rhode Island. - HarborOne Bancorp, Inc. is the holding company for HarborOne Bank, serving financial needs in Eastern Massachusetts and Rhode Island[13](index=13&type=chunk) - The Bank operates **30 full-service banking centers** and commercial lending offices, and provides educational resources through "HarborOne U"[13](index=13&type=chunk) - HarborOne Mortgage, LLC, a subsidiary, provides mortgage lending services throughout New England and other states[13](index=13&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements subject to significant risks and uncertainties, including economic conditions, market turbulence, and merger-related challenges. - Forward-looking statements are based on current beliefs and expectations, subject to significant risks and uncertainties that could cause actual results to differ materially[14](index=14&type=chunk) - Risk factors include changes in general business and economic conditions, customer behavior, capital and debt market turbulence, interest rates, loan default and charge-off rates, and fluctuations in real estate values[14](index=14&type=chunk) - Specific risks related to the merger with Eastern include failure to complete the merger, unexpected delays, inability to satisfy closing conditions, failure to obtain necessary regulatory approvals, and diversion of management's attention[14](index=14&type=chunk) [Use of Non-GAAP Measures](index=5&type=section&id=Use%20of%20Non-GAAP%20Measures) Non-GAAP financial measures are used by management and analysts to evaluate performance, excluding items not indicative of ongoing operations, but are not substitutes for GAAP results. - Non-GAAP financial measures are used by management, regulators, and market analysts to evaluate the Company's financial position and are useful to investors[16](index=16&type=chunk) - Core net income, core noninterest income, and core noninterest expense exclude items not considered indicative of ongoing financial performance or to enhance comparability with prior periods[17](index=17&type=chunk) - These disclosures are not substitutes for GAAP results and may not be comparable to non-GAAP measures from other companies due to lack of standardization[18](index=18&type=chunk) [Financial Tables (Detailed Data)](index=6&type=section&id=Financial%20Tables%20%28Detailed%20Data%29) This section provides comprehensive financial tables, including selected highlights, balance sheet trends, income statements, asset quality, average balances, segment data, and non-GAAP reconciliations. [Selected Financial Highlights (Consolidated)](index=6&type=section&id=Selected%20Financial%20Highlights%20%28Consolidated%29) This table presents a consolidated overview of key financial metrics and ratios across multiple quarters, including earnings, per-share data, profitability, balance sheet, asset quality, and capital adequacy. | | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------------------------------ | :------------ | :------------- | :---------------- | :----------------- | :------------ | | **Earnings data (Dollars in thousands)** | | | | | | | Net interest and dividend income | $33,215 | $31,469 | $31,827 | $31,893 | $31,350 | | Noninterest income | $12,221 | $9,891 | $13,689 | $10,568 | $11,919 | | Total revenue | $45,436 | $41,360 | $45,516 | $42,461 | $43,269 | | Noninterest expense | $34,070 | $32,850 | $32,873 | $32,268 | $33,144 | | Net income | $8,058 | $5,500 | $8,887 | $3,924 | $7,296 | | **Per-share data** | | | | | | | Earnings per share, diluted | $0.20 | $0.14 | $0.21 | $0.10 | $0.18 | | Book value per share | $13.47 | $13.27 | $13.15 | $13.24 | $12.99 | | Tangible book value per share(1) | $12.09 | $11.90 | $11.78 | $11.88 | $11.63 | | **Profitability** | | | | | | | Return on average assets | 0.57 % | 0.39 % | 0.62 % | 0.27 % | 0.50 % | | Net interest margin on a fully tax equivalent basis(1) | 2.52 % | 2.39 % | 2.36 % | 2.36 % | 2.31 % | | Cost of total deposits | 2.45 % | 2.48 % | 2.62 % | 2.68 % | 2.53 % | | Efficiency ratio(1) | 74.57 % | 78.97 % | 71.81 % | 75.55 % | 76.16 % | | **Balance sheet (Dollars in thousands)** | | | | | | | Total assets | $5,609,075 | $5,700,330 | $5,753,133 | $5,775,967 | $5,787,035 | | Total loans | $4,727,232 | $4,821,033 | $4,852,499 | $4,879,503 | $4,839,232 | | Total deposits | $4,493,671 | $4,618,721 | $4,550,753 | $4,536,177 | $4,458,297 | | **Asset quality** | | | | | | | Nonperforming assets | $32,703 | $30,908 | $29,473 | $28,408 | $9,766 | | Non-performing loans to total loans | 0.69 % | 0.64 % | 0.61 % | 0.58 % | 0.20 % | | Net loans charged off as a percentage of average loans outstanding | 0.14 % | 0.72 % | - % | 0.02 % | 0.02 % | | **Capital adequacy** | | | | | | | Tangible common equity / tangible assets(1) | 9.38 % | 9.15 % | 9.05 % | 9.17 % | 9.03 % | | Common equity tier 1 ratio ("CET1")(1) | 12.20 % | 11.86 % | 11.79 % | 11.67 % | 11.73 % | [Consolidated Balance Sheet Trend](index=7&type=section&id=Consolidated%20Balance%20Sheet%20Trend) This table details the quarterly trends of assets, liabilities, and stockholders' equity, providing a comprehensive view of the company's financial position over time. | (Dollars in thousands) | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------------------------ | :------------ | :------------- | :---------------- | :----------------- | :------------ | | **Assets** | | | | | | | Total cash and cash equivalents | $203,053 | $230,492 | $231,071 | $224,279 | $235,062 | | Securities available for sale, at fair value | $287,266 | $265,644 | $263,904 | $276,817 | $269,078 | | Loans | $4,727,232 | $4,821,033 | $4,852,499 | $4,879,503 | $4,839,232 | | Less: Allowance for credit losses on loans | ($47,964) | ($49,323) | ($56,101) | ($54,004) | ($49,139) | | Net loans | $4,679,268 | $4,771,710 | $4,796,398 | $4,825,499 | $4,790,093 | | Total assets | $5,609,075 | $5,700,330 | $5,753,133 | $5,775,967 | $5,787,035 | | **Liabilities and Stockholders' Equity** | | | | | | | Total deposits | $4,493,671 | $4,618,721 | $4,550,753 | $4,536,177 | $4,458,297 | | Borrowings | $439,652 | $399,547 | $516,555 | $539,364 | $619,372 | | Total liabilities | $5,028,928 | $5,124,363 | $5,178,122 | $5,191,765 | $5,209,706 | | Total stockholders' equity | $580,147 | $575,967 | $575,011 | $584,202 | $577,329 | | Total liabilities and stockholders' equity | $5,609,075 | $5,700,330 | $5,753,133 | $5,775,967 | $5,787,035 | [Consolidated Statements of Net Income - Trend](index=8&type=section&id=Consolidated%20Statements%20of%20Net%20Income%20-%20Trend) This table provides a quarterly breakdown of interest income, interest expense, net interest and dividend income, provision for credit losses, noninterest income, noninterest expenses, and net income. | | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------------------------ | :------------ | :------------- | :---------------- | :----------------- | :------------ | | **Interest and dividend income** | | | | | | | Total interest and dividend income | $65,600 | $64,439 | $67,519 | $69,034 | $67,951 | | **Interest expense** | | | | | | | Total interest expense | $32,385 | $32,970 | $35,692 | $37,141 | $36,601 | | Net interest and dividend income | $33,215 | $31,469 | $31,827 | $31,893 | $31,350 | | Provision for credit losses | $739 | $1,385 | $1,927 | $5,903 | $615 | | **Noninterest income** | | | | | | | Total mortgage banking income | $4,548 | $3,452 | $6,364 | $3,501 | $4,401 | | Deposit account fees | $5,418 | $5,153 | $6,024 | $5,370 | $5,223 | | Total noninterest income | $12,221 | $9,891 | $13,689 | $10,568 | $11,919 | | **Noninterest expenses** | | | | | | | Compensation and benefits | $18,789 | $18,785 | $18,853 | $18,551 | $18,976 | | Merger expenses | $1,704 | - | - | - | - | | Total noninterest expenses | $34,070 | $32,850 | $32,873 | $32,268 | $33,144 | | Income before income taxes | $10,627 | $7,125 | $10,716 | $4,290 | $9,510 | | Net income | $8,058 | $5,500 | $8,887 | $3,924 | $7,296 | | Earnings per common share: Diluted | $0.20 | $0.14 | $0.21 | $0.10 | $0.18 | [Asset Quality Details](index=10&type=section&id=Asset%20Quality%20Details) This table offers a detailed breakdown of non-performing assets, allowance for credit losses on loans, and delinquency trends across multiple quarters. | (Dollars in thousands) | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------------------------------ | :------------ | :------------- | :---------------- | :----------------- | :------------ | | **Non-performing assets** | | | | | | | Total nonaccruing loans | $32,703 | $30,902 | $29,463 | $28,408 | $9,766 | | Total nonperforming assets | $32,703 | $30,908 | $29,473 | $28,408 | $9,766 | | Total nonperforming loans to total loans | 0.69 % | 0.64 % | 0.61 % | 0.58 % | 0.20 % | | Total nonperforming assets to total assets | 0.58 % | 0.54 % | 0.51 % | 0.49 % | 0.17 % | | **Allowance for credit losses on loans** | | | | | | | Beginning balance | $49,323 | $56,101 | $54,004 | $49,139 | $48,185 | | Total net charge-offs: | ($1,714) | ($8,669) | ($58) | ($182) | ($195) | | Provision for loan credit losses | $355 | $1,891 | $2,155 | $5,047 | $1,149 | | Ending balance | $47,964 | $49,323 | $56,101 | $54,004 | $49,139 | | Allowance for credit losses on loans to total loans | 1.01 % | 1.02 % | 1.16 % | 1.11 % | 1.02 % | | Annualized net charge-offs (recoveries)/average loans | 0.14 % | 0.72 % | - % | 0.02 % | 0.02 % | | **Delinquency** | | | | | | | Total delinquent loans | $27,664 | $29,821 | $37,427 | $21,325 | $12,990 | | Total delinquent loans to total loans | 0.59 % | 0.62 % | 0.77 % | 0.44 % | 0.27 % | [Average Balances and Yield Trend](index=11&type=section&id=Average%20Balances%20and%20Yield%20Trend) This table presents quarterly average balances for interest-earning assets and interest-bearing liabilities, along with their respective yields, costs, and key ratios. | | June 30, 2025 | March 31, 2025 | June 30, 2024 | | :------------------------------------------ | :------------ | :------------- | :------------ | | **Interest-earning assets (Dollars in thousands)** | | | | | Average Outstanding Balance: Total interest-earning assets | $5,359,691 | $5,415,953 | $5,507,150 | | Yield/Cost: Total interest-earning assets | 4.95 % | 4.86 % | 4.98 % | | **Interest-bearing liabilities (Dollars in thousands)** | | | | | Average Outstanding Balance: Total interest-bearing deposits | $3,885,502 | $3,850,571 | $3,658,853 | | Yield/Cost: Total interest-bearing deposits | 2.89 % | 2.91 % | 3.00 % | | Average Outstanding Balance: Total borrowings | $405,383 | $493,206 | $776,852 | | Yield/Cost: Total borrowings | 4.36 % | 4.38 % | 4.83 % | | Average Outstanding Balance: Total interest-bearing liabilities | $4,290,885 | $4,343,777 | $4,435,705 | | Yield/Cost: Total interest-bearing liabilities | 3.03 % | 3.08 % | 3.32 % | | **Key Ratios** | | | | | Tax equivalent interest rate spread | 1.92 % | 1.78 % | 1.66 % | | Net interest margin on a fully tax equivalent basis | 2.52 % | 2.39 % | 2.31 % | | Cost of total deposits | 2.45 % | 2.48 % | 2.53 % | [Segments Key Financial Data](index=13&type=section&id=Segments%20Key%20Financial%20Data) This section provides key financial performance data broken down by the HarborOne Bank and HarborOne Mortgage segments. [HarborOne Bank Segment](index=13&type=section&id=HarborOne%20Bank%20Segment) This table details the net interest and dividend income, provision for credit losses, noninterest income, noninterest expenses, and net income for the HarborOne Bank segment across multiple quarters. | | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------------------------------ | :------------ | :------------- | :---------------- | :----------------- | :------------ | | Net interest and dividend income | $32,906 | $31,315 | $31,681 | $31,780 | $31,098 | | Provision for credit losses | $739 | $1,385 | $1,927 | $5,903 | $615 | | Total noninterest income | $7,381 | $6,392 | $7,385 | $6,665 | $7,156 | | Total noninterest expenses | $28,237 | $28,185 | $27,400 | $26,752 | $27,791 | | Net income | $8,558 | $6,234 | $7,724 | $4,915 | $7,538 | | Tax equivalent efficiency ratio (non-GAAP) | 68.74 % | 73.35 % | 68.84 % | 68.29 % | 71.67 % | [HarborOne Mortgage Segment](index=14&type=section&id=HarborOne%20Mortgage%20Segment) This table presents financial data for the HarborOne Mortgage segment, including net interest and dividend income, mortgage banking income, noninterest expenses, net income (loss), closed loan volume, and gain on sale margin. | | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------------------------------ | :------------ | :------------- | :---------------- | :----------------- | :------------ | | Net interest and dividend income | $307 | $149 | $140 | $105 | $240 | | Total mortgage banking income | $5,038 | $3,628 | $6,163 | $3,823 | $4,758 | | Total noninterest expenses | $4,775 | $4,504 | $5,490 | $5,600 | $5,269 | | Net income (loss) | $469 | ($491) | $1,133 | ($1,137) | ($191) | | Closed loan volume | $176,210 | $114,136 | $179,077 | $209,525 | $172,994 | | Gain on sale margin | 1.92 % | 2.38 % | 2.21 % | 1.79 % | 1.82 % | [Non-GAAP Reconciliation](index=15&type=section&id=Non-GAAP%20Reconciliation) This table reconciles GAAP financial measures to non-GAAP measures, such as core net income, core earnings per share, efficiency ratios, and tangible equity and assets, across multiple quarters. | | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------------------------------ | :------------ | :------------- | :---------------- | :----------------- | :------------ | | **Core Net Income (Dollars in thousands)** | | | | | | | Net income, as presented (GAAP) | $8,058 | $5,500 | $8,887 | $3,924 | $7,296 | | Core net income (non-GAAP) | $9,215 | $5,500 | $8,341 | $3,924 | $6,689 | | Core earnings per common share (non-GAAP): Diluted | $0.23 | $0.14 | $0.20 | $0.10 | $0.16 | | Core return on average earning assets (non-GAAP) | 0.65 % | 0.39 % | 0.58 % | 0.27 % | 0.46 % | | Core return on average earning equity (non-GAAP) | 6.36 % | 3.79 % | 5.71 % | 2.69 % | 4.65 % | | **Efficiency ratio** | | | | | | | Efficiency ratio (non-GAAP) | 74.57 % | 78.97 % | 71.81 % | 75.55 % | 76.16 % | | Core efficiency ratio (non-GAAP) | 71.68 % | 78.97 % | 71.81 % | 75.55 % | 77.54 % | | **Tangible equity and assets (Dollars in thousands)** | | | | | | | Total stockholders' equity, as presented (GAAP) | $580,147 | $575,967 | $575,011 | $584,202 | $577,329 | | Tangible common equity (non-GAAP) | $520,727 | $516,357 | $515,212 | $524,213 | $517,151 | | Tangible assets (non-GAAP) | $5,549,655 | $5,640,720 | $5,693,334 | $5,715,978 | $5,726,857 | | Tangible book value per share (non-GAAP) | $12.09 | $11.90 | $11.78 | $11.88 | $11.63 | | Tangible common equity/tangible assets (non-GAAP) | 9.38 % | 9.15 % | 9.05 % | 9.17 % | 9.03 % | | Core return on average tangible common equity (non-GAAP) | 7.09 % | 4.23 % | 6.36 % | 3.00 % | 5.19 % |

Investor Presentation July 2024 Forward-Looking Statements Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in other documents we file with the Securities and Exchange Commission ("SEC"), in our annual reports to sharehold ...

Glossary of Acronyms and Terms [Summary of Acronyms and Terms](index=5&type=section&id=Glossary%20of%20Acronyms%20and%20Terms_summary) This section provides a list of common acronyms and terms used in HarborOne Bancorp, Inc.'s financial reporting to aid in understanding the document - The glossary defines key terms such as ACL (Allowance for Credit Losses), ASU (Accounting Standards Update), Bank (HarborOne Bank), Company (HarborOne Bancorp, Inc.), CRE (Commercial real estate), EPS (Earnings Per Share), ESOP (Employee Stock Ownership Plan), FASB (Federal Accounting Standards Board), FDIC (Federal Deposit Insurance Corporation), FHLB (Federal Home Loan Bank), GAAP (Accounting principles generally accepted in the United States of America), MSRs (Mortgage servicing rights), ROU (Right-of-use), SBA (U.S. Small Business Administration), and SEC (U.S. Securities and Exchange Commission)[9](index=9&type=chunk) PART I. FINANCIAL INFORMATION [ITEM 1. Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents the unaudited interim consolidated financial statements of HarborOne Bancorp, Inc. for the period ended March 31, 2025, including balance sheets, income statements, comprehensive income statements, changes in stockholders' equity, and cash flow statements, along with detailed notes on significant accounting policies and financial instrument specifics [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) The Consolidated Balance Sheets show a slight decrease in total assets and liabilities from December 31, 2024, to March 31, 2025, with notable changes in loans, allowance for credit losses, deposits, and borrowings Balance Sheet Summary | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Total assets | $5,700,330 | $5,753,133 | $(52,803) | -0.92% | | Loans, net | $4,771,710 | $4,796,398 | $(24,688) | -0.51% | | Allowance for credit losses on loans | $(49,323) | $(56,101) | $6,778 | -12.08% | | Total deposits | $4,618,721 | $4,550,753 | $67,968 | 1.49% | | Borrowings | $399,547 | $516,555 | $(117,008) | -22.65% | | Total stockholders' equity | $575,967 | $575,011 | $956 | 0.17% | [Consolidated Statements of Income](index=8&type=section&id=Consolidated%20Statements%20of%20Income) Net income for the three months ended March 31, 2025, decreased compared to the same period in 2024, primarily due to a higher provision for credit losses and lower noninterest income, despite an increase in net interest and dividend income Income Statement Summary | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------- | :------- | | Total interest and dividend income | $64,439 | $66,904 | $(2,465) | -3.68% | | Total interest expense | $32,970 | $36,322 | $(3,352) | -9.23% | | Net interest and dividend income | $31,469 | $30,582 | $887 | 2.90% | | Provision for credit (benefits) losses | $1,385 | $(168) | $1,553 | -924.40% | | Total noninterest income | $9,891 | $10,741 | $(850) | -7.91% | | Total noninterest expense | $32,850 | $31,750 | $1,100 | 3.46% | | Net income | $5,500 | $7,300 | $(1,800) | -24.66% | | Basic Earnings per common share | $0.14 | $0.17 | $(0.03) | -17.65% | | Diluted Earnings per common share | $0.14 | $0.17 | $(0.03) | -17.65% | [Consolidated Statements of Comprehensive Income (Loss)](index=9&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Comprehensive income significantly increased for the three months ended March 31, 2025, primarily driven by an unrealized gain on securities available for sale, offsetting a decrease in net income Comprehensive Income Summary | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | Change (in thousands) | % Change | | :--------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------- | :------- | | Net income | $5,500 | $7,300 | $(1,800) | -24.66% | | Net change in unrealized losses on derivatives in cashflow hedging instruments (net-of-tax) | $(708) | $(369) | $(339) | 91.87% | | Unrealized holding gains (losses) on securities available for sale (net-of-tax) | $4,939 | $(4,592) | $9,531 | -207.56% | | Total other comprehensive income (loss) | $4,231 | $(4,982) | $9,213 | -184.92% | | Comprehensive income | $9,731 | $2,318 | $7,413 | 319.80% | [Consolidated Statements of Changes in Stockholders' Equity](index=10&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity saw a modest increase from December 31, 2024, to March 31, 2025, driven by comprehensive income and ESOP share releases, partially offset by dividends and treasury stock purchases Stockholders' Equity Changes | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | | Total stockholders' equity | $575,967 | $575,011 | $956 | | Comprehensive income | $9,731 | N/A | N/A | | Dividends declared ($0.09 per share) | $(3,651) | N/A | N/A | | Treasury stock purchased | $(6,378) | N/A | N/A | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flows increased significantly, while investing activities shifted from a net use to a net provision of cash, and financing activities resulted in a net use of cash for the three months ended March 31, 2025, compared to the prior year Cash Flow Summary | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | Change (in thousands) | | :--------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------- | | Net cash provided by operating activities | $23,362 | $14,974 | $8,388 | | Net cash provided by (used in) investing activities | $33,194 | $(33,148) | $66,342 | | Net cash (used in) provided by financing activities | $(57,135) | $184,265 | $(241,400) | | Net change in cash and cash equivalents | $(579) | $166,091 | $(166,670) | | Cash and cash equivalents at end of period | $230,492 | $393,441 | $(162,949) | [Notes to Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on the Company's accounting policies, financial instruments, and other significant financial information, including the recently announced merger, debt securities, loans, deposits, borrowings, derivatives, and regulatory capital requirements [Note 1. Summary of Significant Accounting Policies](index=13&type=section&id=Note%201.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the basis of presentation for the unaudited interim consolidated financial statements, the Company's nature of operations, and details the recently announced merger agreement with Eastern Bankshares, Inc., including the consideration and closing conditions - On **April 24, 2025**, HarborOne Bancorp, Inc. entered into a Merger Agreement with Eastern Bankshares, Inc. and Eastern Bank. Eastern will acquire HarborOne Bancorp, Inc. and HarborOne Bank[26](index=26&type=chunk) - HarborOne shareholders will receive, at their election, either **0.765 shares** of Eastern common stock or **$12.00** in cash per share, subject to allocation procedures ensuring **75%-85%** stock consideration[26](index=26&type=chunk) - The merger is subject to regulatory and shareholder approvals and is anticipated to close in **Q4 2025**, with a potential deferral option for Eastern until **February 20, 2026**[28](index=28&type=chunk) - The Company provides financial services through **30 full-service branches** in Massachusetts and Rhode Island, and its HarborOne Mortgage subsidiary operates in multiple states[29](index=29&type=chunk) [Note 2. Debt Securities](index=15&type=section&id=Note%202.%20Debt%20Securities) The Company's debt securities portfolio, comprising available-for-sale and held-to-maturity categories, primarily consists of U.S. government and agency obligations. While there are significant gross unrealized losses, mainly due to interest rate changes, management does not believe these represent credit loss impairments due to government guarantees and no intent to sell before recovery Debt Securities Portfolio | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--------------------------------------------------- | :----------------------------- | :------------------------------- | | Total securities available for sale (Fair Value) | $265,644 | $263,904 | | Total securities held to maturity (Amortized Cost) | $19,211 | $19,627 | | Gross Unrealized Losses (Available for Sale) | $59,092 | $65,264 | | Gross Unrealized Losses (Held to Maturity) | $144 | $342 | - As of **March 31, 2025**, **101 out of 112 debt securities** were in an unrealized loss position, primarily due to changes in interest rates, not credit quality, for U.S. government-sponsored enterprises and agencies[38](index=38&type=chunk) - No Allowance for Credit Losses (ACL) was recorded for debt securities as management expects to recover the entire amortized cost basis and does not intend to sell these securities before maturity[40](index=40&type=chunk)[41](index=41&type=chunk) [Note 3. Loans Held for Sale](index=18&type=section&id=Note%203.%20Loans%20Held%20for%20Sale) Loans held for sale decreased significantly from December 31, 2024, to March 31, 2025, reflecting reduced loan production. The Company uses the fair value option for these loans to match changes with hedging contracts, and no loans were past due Loans Held for Sale Data | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :---------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Loans held for sale, fair value | $19,304 | $36,768 | $(17,464) | -47.50% | | Loans held for sale, contractual principal outstanding | $18,837 | $36,205 | $(17,368) | -47.97% | | Fair value less unpaid principal balance | $467 | $563 | $(96) | -17.05% | - The Company elected the fair value option for mortgage loans held for sale to better match changes in fair value with forward sale commitment contracts used for economic hedging[42](index=42&type=chunk) - There were no loans held for sale that were greater than **90 days** past due at **March 31, 2025**, or **December 31, 2024**[43](index=43&type=chunk) [Note 4. Loans and Allowance for Credit Losses](index=19&type=section&id=Note%204.%20Loans%20and%20Allowance%20for%20Credit%20Losses) Total loans decreased slightly, with commercial construction and residential real estate loans declining, while commercial and industrial loans increased. The Allowance for Credit Losses (ACL) on loans decreased, primarily due to charge-offs and specific reserve adjustments, with non-accrual loans showing mixed trends across categories Loan Portfolio Composition | Loan Category | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Commercial real estate | $2,272,480 | $2,280,309 | $(7,829) | -0.34% | | Commercial construction | $216,013 | $252,691 | $(36,678) | -14.52% | | Commercial and industrial | $627,480 | $594,453 | $33,027 | 5.56% | | One- to four-family | $1,487,942 | $1,506,571 | $(18,629) | -1.24% | | Total loans before basis adjustment | $4,820,466 | $4,852,419 | $(31,953) | -0.66% | | Allowance for credit losses on loans | $(49,323) | $(56,101) | $6,778 | -12.08% | Allowance for Credit Losses Activity | ACL Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Balance at beginning of period | $56,101 | $47,972 | | Charge-offs | $(8,716) | $(277) | | Recoveries | $47 | $152 | | Provision | $1,891 | $338 | | Balance at end of period | $49,323 | $48,185 | Non-accrual Loans by Category | Non-accrual Loans | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Commercial real estate | $8,610 | $16,836 | | Commercial and industrial | $10,538 | $2,204 | | One- to four-family | $10,764 | $9,545 | | Total non-accrual loans | $30,902 | $29,463 | - The Company uses a **ten-grade** internal loan rating system for commercial loans, with ratings **1-6** as 'pass', **7** as 'special mention', **8** as 'substandard', **9** as 'doubtful', and **10** as 'uncollectible'[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) [Note 5. Mortgage Loan Servicing](index=27&type=section&id=Note%205.%20Mortgage%20Loan%20Servicing) Mortgage Servicing Rights (MSRs) decreased from December 31, 2024, to March 31, 2025, primarily due to a negative fair value mark and reductions from loan payoffs, despite new originations. Fair value is determined using independent third-party valuations based on prepayment speeds, discount rates, and default rates Mortgage Servicing Rights (MSRs) Data | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Unpaid principal balance of mortgage loans serviced for others | $3,310,000 | $3,360,000 | | Total MSRs, at fair value | $42,620 | $44,500 | | Prepayment speed | 7.90% | 7.67% | | Discount rate | 9.92% | 9.97% | | Default rate | 1.85% | 1.83% | - Changes in MSR fair value for the three months ended **March 31, 2025**, included additions of **$53,000**, reductions from loan payoffs of **$782,000**, and a negative fair value mark of **$1,151,000**[65](index=65&type=chunk) [Note 6. Goodwill and Other Intangible Assets](index=27&type=section&id=Note%206.%20Goodwill%20and%20Other%20Intangible%20Assets) Goodwill remained stable at $59.0 million, with no impairment identified as of March 31, 2025, following a qualitative assessment triggered by the merger agreement. Other intangible assets also showed no impairment Goodwill and Intangible Assets | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Goodwill | $59,042 | $59,042 | | Other intangible assets | $568 | $757 | - Management considered the merger agreement a triggering event under ASC 350 and performed an interim qualitative assessment, concluding that impairment was **not more likely than not** at **March 31, 2025**[68](index=68&type=chunk) [Note 7. Deposits](index=28&type=section&id=Note%207.%20Deposits) Total deposits increased from December 31, 2024, to March 31, 2025, driven by growth in non-certificate accounts, particularly NOW and money market accounts, while brokered and municipal deposits decreased. A significant portion of certificate accounts mature within one year Deposit Composition by Type | Deposit Type | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | NOW and demand deposit accounts | $1,043,930 | $988,984 | $54,946 | 5.56% | | Money market deposit accounts | $1,200,600 | $1,195,209 | $5,391 | 0.45% | | Total non-certificate accounts | $3,152,666 | $3,079,425 | $73,241 | 2.38% | | Brokered deposits | $389,860 | $401,484 | $(11,624) | -2.90% | | Total deposits | $4,618,721 | $4,550,753 | $67,968 | 1.49% | | Municipal deposits | $478,900 | $519,500 | $(40,600) | -7.82% | | Reciprocal deposits | $399,100 | $376,300 | $22,800 | 6.06% | Certificate Account Maturity Profile | Certificate Account Maturity | Amount (in thousands) | Weighted Average Rate | | :--------------------------- | :-------------------- | :-------------------- | | Within 1 year | $1,287,399 | 4.32% | | Over 1 year to 2 years | $172,747 | 4.30% | | Total certificate deposits | $1,466,055 | 4.31% | [Note 8. Borrowings](index=30&type=section&id=Note%208.%20Borrowings) Total borrowings decreased significantly from December 31, 2024, to March 31, 2025, primarily due to a reduction in FHLB advances. The Bank maintains substantial available borrowing capacity with the FHLB and Federal Reserve Discount Window, secured by loans and securities Borrowings Summary | Borrowing Type | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Total Borrowings | $399,547 | $516,555 | $(117,008) | -22.65% | | Short-term FHLB advances | $155,000 | $212,000 | $(57,000) | -26.89% | | Long-term FHLB advances | $244,547 | $304,555 | $(60,008) | -19.70% | | Weighted average rate (short-term) | 4.53% | 4.50% | 0.03% | 0.67% | | Weighted average rate (long-term) | 4.17% | 4.21% | -0.04% | -0.95% | - As of **March 31, 2025**, the Company had **$762.0 million** of available borrowing capacity with the FHLB and **$629.4 million** at the FRBB, secured by pledged loans and securities[76](index=76&type=chunk)[77](index=77&type=chunk) [Note 9. Other Commitments and Contingencies](index=31&type=section&id=Note%209.%20Other%20Commitments%20and%20Contingencies) The Allowance for Credit Losses (ACL) on unfunded commitments decreased from December 31, 2024, to March 31, 2025. The Company also has significant off-balance sheet loan commitments, primarily for residential real estate, home equity lines, and revolving lines of credit Commitments and Contingencies | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | ACL on unfunded commitments | $3,000 | $3,506 | $(506) | -14.43% | | Commitments to grant residential real estate loans | $50,920 | $38,929 | $11,991 | 30.80% | | Unadvanced funds on home equity lines of credit | $285,840 | $281,890 | $3,950 | 1.40% | | Unadvanced funds on revolving lines of credit | $242,041 | $270,735 | $(28,694) | -10.60% | | Unadvanced funds on construction loans | $142,615 | $166,726 | $(24,111) | -14.46% | - The Company's exposure to credit loss from off-balance sheet instruments is represented by the contractual amount of these commitments, and the same credit policies are used as for on-balance sheet instruments[81](index=81&type=chunk) [Note 10. Derivatives](index=32&type=section&id=Note%2010.%20Derivatives) The Company uses various derivative instruments, including interest rate swaps for fair value and cashflow hedging, and non-designated derivatives like loan commitments, forward loan sale commitments, and interest rate futures, to manage interest rate risk and customer financing needs. The fair value of total derivatives decreased from December 31, 2024, to March 31, 2025 Derivative Instruments Summary | Derivative Type | Notional Amount (March 31, 2025, in thousands) | Fair Value Assets (March 31, 2025, in thousands) | Fair Value Liabilities (March 31, 2025, in thousands) | | :----------------------------------- | :--------------------------------------------- | :----------------------------------------------- | :------------------------------------------------ | | Fair value hedge - interest rate swaps | $100,000 | $0 | $455 | | Cashflow hedge - interest rate swaps | $100,000 | $76 | $0 | | Derivative loan commitments | $41,938 | $540 | $54 | | Forward loan sale commitments | $28,500 | $9 | $63 | | Interest rate swaps (non-designated) | $980,343 | $18,850 | $18,850 | | Interest Rate Futures | $31,600 | $595 | $0 | | Total derivatives (Fair Value) | N/A | $20,070 | $19,422 | - For the three months ended **March 31, 2025**, derivatives designated as fair value hedges resulted in a net gain of **$5,000**, while non-designated derivatives generated a net gain of **$304,000**[99](index=99&type=chunk) - The Company uses interest rate swaps as fair value hedges for fixed-rate residential mortgages and as cashflow hedges for brokered deposits to manage interest rate risk[84](index=84&type=chunk)[87](index=87&type=chunk) [Note 11. Operating Lease ROU Assets and Liabilities](index=38&type=section&id=Note%2011.%20Operating%20Lease%20ROU%20Assets%20and%20Liabilities) Operating lease Right-of-Use (ROU) assets and liabilities decreased slightly from December 31, 2024, to March 31, 2025. The weighted-average remaining lease term is approximately 15.8 years, with a weighted-average discount rate of 2.16% Operating Lease Data | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Operating lease ROU assets | $20,400 | $20,900 | | Operating lease liabilities | $22,100 | $22,700 | | Weighted-average discount rate | 2.16% | 2.15% | | Weighted-average remaining lease term (years) | 15.81 | 15.85 | | Total lease payments (future minimum) | $26,795 | N/A | | Total lease expense (3 months ended March 31, 2025) | $727 | N/A | [Note 12. Minimum Regulatory Capital Requirements](index=39&type=section&id=Note%2012.%20Minimum%20Regulatory%20Capital%20Requirements) Both HarborOne Bancorp, Inc. and HarborOne Bank exceeded all minimum regulatory capital requirements, including the capital conservation buffer, and were considered 'well capitalized' as of March 31, 2025. Regulatory capital ratios were not impacted by unrealized losses on available-for-sale investment securities HarborOne Bancorp, Inc. Regulatory Capital Ratios | Capital Ratio (HarborOne Bancorp, Inc.) | Actual Ratio (March 31, 2025) | Minimum Required for Capital Adequacy | Minimum for 'Well Capitalized' | | :--------------------------------------- | :---------------------------- | :------------------------------------ | :---------------------------- | | Common equity Tier 1 capital to risk-weighted assets | 11.9% | 4.5% | N/A | | Tier 1 capital to risk-weighted assets | 11.9% | 6.0% | N/A | | Total capital to risk-weighted assets | 13.0% | 8.0% | N/A | | Tier 1 capital to average assets | 9.8% | 4.0% | N/A | HarborOne Bank Regulatory Capital Ratios | Capital Ratio (HarborOne Bank) | Actual Ratio (March 31, 2025) | Minimum Required for Capital Adequacy | Minimum for 'Well Capitalized' | | :--------------------------------------- | :---------------------------- | :------------------------------------ | :---------------------------- | | Common equity Tier 1 capital to risk-weighted assets | 11.1% | 4.5% | 6.5% | | Tier 1 capital to risk-weighted assets | 11.1% | 6.0% | 8.0% | | Total capital to risk-weighted assets | 12.2% | 8.0% | 10.0% | | Tier 1 capital to average assets | 9.2% | 4.0% | 5.0% | - Both the Company and the Bank exceeded the minimum capital requirements, including the currently applicable capital conservation buffer of **2.5%**, at **March 31, 2025**[109](index=109&type=chunk) [Note 13. Comprehensive (Loss) Income](index=41&type=section&id=Note%2013.%20Comprehensive%20(Loss)%20Income) Accumulated other comprehensive (loss) income improved significantly for the three months ended March 31, 2025, primarily due to a substantial increase in available-for-sale securities, partially offset by a net loss in cash flow hedges Accumulated Other Comprehensive Income Components | Component of OCI | Balance at Dec 31, 2024 (in thousands) | Net Current-Period OCI (3 months ended Mar 31, 2025, net of tax) | Balance at Mar 31, 2025 (in thousands) | | :----------------------------------- | :------------------------------------- | :------------------------------------------------------------- | :------------------------------------ | | Postretirement Benefit | $(46) | $0 | $(46) | | Available-for-Sale Securities | $(50,620) | $4,939 | $(45,681) | | Cash Flow Hedge | $771 | $(708) | $63 | | Total Accumulated Other Comprehensive (Loss) Income | $(49,895) | $4,231 | $(45,664) | [Note 14. Fair Value of Assets and Liabilities](index=41&type=section&id=Note%2014.%20Fair%20Value%20of%20Assets%20and%20Liabilities) The Company measures various assets and liabilities at fair value on a recurring basis, primarily using Level 2 inputs for securities, loans held for sale, MSRs, and most derivatives. Collateral-dependent impaired loans are measured on a non-recurring basis using Level 3 inputs. Total assets measured at fair value on a recurring basis decreased from December 31, 2024, to March 31, 2025 - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (significant observable inputs), and Level 3 (significant unobservable inputs)[117](index=117&type=chunk) Recurring Fair Value Measurements | Asset/Liability Measured at Fair Value (Recurring) | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------------------- | :----------------------------- | :------------------------------- | | Securities available for sale | $265,644 | $263,904 | | Loans held for sale | $19,304 | $36,768 | | Mortgage servicing rights | $42,620 | $44,500 | | Derivatives (Assets) | $20,070 | $24,929 | | Derivatives (Liabilities) | $19,422 | $23,546 | | Total Assets Measured at Fair Value (Recurring) | $347,638 | $370,101 | - Collateral-dependent individually analyzed loans are measured at fair value on a non-recurring basis, primarily using Level 3 inputs based on appraisals of underlying collateral, adjusted for estimated liquidation expenses[120](index=120&type=chunk)[137](index=137&type=chunk) [Note 15. Earnings Per Share](index=49&type=section&id=Note%2015.%20Earnings%20Per%20Share) Basic and diluted Earnings Per Share (EPS) decreased for the three months ended March 31, 2025, compared to the prior year, reflecting lower net income and a decrease in weighted average shares outstanding EPS Calculation | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income available to common stockholders (in thousands) | $5,500 | $7,300 | | Weighted average number of common shares outstanding (Basic) | 40,344,922 | 41,912,421 | | Weighted average number of common shares outstanding (Diluted) | 40,605,799 | 42,127,037 | | Basic EPS | $0.14 | $0.17 | | Diluted EPS | $0.14 | $0.17 | [Note 16. Revenue Recognition](index=49&type=section&id=Note%2016.%20Revenue%20Recognition) The Company recognizes revenue from contracts with customers based on the consideration specified in the contract, satisfying performance obligations either at a point in time or over time. Transactional revenues, such as card interchange fees, ATM fees, and loan fees, are recognized immediately upon transaction or service completion - Revenue from contracts with customers is measured based on consideration specified in the contract and excludes amounts collected on behalf of third parties[142](index=142&type=chunk) - Performance obligations are generally satisfied as services are rendered, either at a point in time (e.g., card interchange fees, ATM fees, wire transfer fees, overdraft fees, loan fees) or over time[143](index=143&type=chunk)[145](index=145&type=chunk) [Note 17. Segment Reporting](index=51&type=section&id=Note%2017.%20Segment%20Reporting) The Company operates in two reportable segments: HarborOne Bank and HarborOne Mortgage. HarborOne Bank's net income decreased, while HarborOne Mortgage recorded a net loss for the three months ended March 31, 2025, compared to the prior year, reflecting differing operational dynamics - The Company's reportable segments are HarborOne Bank and HarborOne Mortgage, distinguished by products and services offered[147](index=147&type=chunk) Segment Performance (Net Income/Loss) | Segment Performance (Net Income/Loss, in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change (in thousands) | % Change | | :-------------------------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------- | :------- | | HarborOne Bank | $6,234 | $7,163 | $(929) | -12.97% | | HarborOne Mortgage | $(491) | $223 | $(714) | -320.18% | | Consolidated Net Income | $5,500 | $7,300 | $(1,800) | -24.66% | - HarborOne Bank's revenue primarily comes from interest on loans and investment securities and deposit account service charges, while HarborOne Mortgage's revenue is from interest on loans and fees from residential mortgage origination, sale, and servicing[147](index=147&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=53&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition at March 31, 2025, and results of operations for the three months ended March 31, 2025 and 2024, including discussions on critical accounting policies, recent events (the merger), asset quality, market risk management, liquidity, and capital resources [Forward-Looking Statements](index=53&type=section&id=Forward-Looking%20Statements) This section contains cautionary statements regarding forward-looking information, highlighting that actual results may differ materially due to various factors including economic conditions, interest rate changes, market turbulence, and risks associated with the pending merger - Forward-looking statements are subject to significant risks and uncertainties, including changes in economic conditions, customer behavior, interest rates, loan default rates, and the impact of the pending merger[153](index=153&type=chunk) - Factors that could cause actual results to differ include failure to complete the Merger, unexpected delays, inability to satisfy closing conditions, and regulatory approvals imposing adverse conditions[153](index=153&type=chunk) [Critical Accounting Policies and Estimates](index=55&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Management identifies Allowance for Credit Losses, Goodwill, and Deferred Tax Assets as the most critical accounting policies, requiring significant judgment and estimates that are susceptible to material changes based on evolving facts and circumstances - The Company's most critical accounting policies are related to Allowance for Credit Losses, Goodwill, and Deferred Tax Assets[161](index=161&type=chunk) - Estimates associated with these policies are susceptible to material changes due to factors such as changes in interest rates, economic performance, and borrower financial condition[156](index=156&type=chunk) [Recent Events](index=55&type=section&id=Recent%20Events) The Company announced a merger agreement with Eastern Bankshares, Inc. on April 24, 2025, where Eastern will acquire HarborOne. Shareholders will receive a mix of stock and cash, with the merger expected to close in the fourth quarter of 2025, subject to regulatory and shareholder approvals - On **April 24, 2025**, HarborOne Bancorp, Inc. entered into a Merger Agreement with Eastern Bankshares, Inc. and Eastern Bank[158](index=158&type=chunk) - Shareholders will receive either **0.765 shares** of Eastern common stock or **$12.00** in cash per share, subject to allocation procedures[158](index=158&type=chunk) - The merger is anticipated to close during the **fourth quarter of 2025**, contingent on regulatory and shareholder approvals[159](index=159&type=chunk) [Comparison of Financial Condition at March 31, 2025 and December 31, 2024](index=55&type=section&id=Comparison%20of%20Financial%20Condition%20at%20March%2031,%202025%20and%20December%2031,%202024) Total assets decreased by 0.9% to $5.70 billion, primarily driven by decreases in loans and loans held for sale. Deposits increased by 1.5%, while borrowings significantly decreased by 22.6%. Stockholders' equity saw a slight increase, and the tangible common equity to tangible assets ratio improved Financial Condition Comparison | Metric | March 31, 2025 (in millions) | December 31, 2024 (in millions) | Change (in millions) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :------------------- | :------- | | Total Assets | $5,700.3 | $5,753.1 | $(52.8) | -0.9% | | Loans Held for Sale | $19.3 | $36.8 | $(17.5) | -47.5% | | Net Loans | $4,771.7 | $4,796.4 | $(24.7) | -0.5% | | Investment Securities Available for Sale | $265.6 | $263.9 | $1.7 | 0.7% | | Mortgage Servicing Rights | $42.6 | $44.5 | $(1.9) | -4.3% | | Total Deposits | $4,618.7 | $4,550.8 | $67.9 | 1.5% | | Borrowings | $399.5 | $516.6 | $(117.1) | -22.7% | | Total Stockholders' Equity | $576.0 | $575.0 | $1.0 | 0.2% | | Tangible Common Equity to Tangible Assets Ratio | 9.15% | 9.05% | 0.10% | 1.1% | - Commercial real estate and construction loans decreased by **$44.5 million**, while commercial and industrial loans increased by **$33.0 million**[165](index=165&type=chunk) - Total deposits increased by **$68.0 million**, driven by a **$120.1 million** increase in consumer and business deposits, partially offset by decreases in municipal and brokered deposits[172](index=172&type=chunk) [Comparison of Results of Operations for the Three Months Ended March 31, 2025 and 2024](index=59&type=section&id=Comparison%20of%20Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031,%202025%20and%202024) Consolidated net income decreased by 24.7% to $5.5 million. Net interest and dividend income on a tax equivalent basis increased by 3.6% to $31.9 million, driven by rate decreases on interest-bearing liabilities outpacing the decrease in asset yields. The net interest margin improved by 14 basis points to 2.39% Results of Operations Comparison | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------- | :------- | | Consolidated Net Income | $5,500 | $7,300 | $(1,800) | -24.7% | | Tax Equivalent Net Interest and Dividend Income | $31,930 | $30,831 | $1,099 | 3.6% | | Net Interest Margin (Fully Tax Equivalent) | 2.39% | 2.25% | 0.14% | 6.2% | | Interest and Dividend Income (Tax Equivalent) | $64,900 | $67,153 | $(2,253) | -3.4% | | Interest Expense | $32,970 | $36,322 | $(3,352) | -9.2% | | Income Tax Provision | $1,625 | $2,441 | $(816) | -33.4% | | Effective Tax Rate | 22.8% | 25.1% | -2.3% | -9.2% | - Interest expense on borrowings decreased by **$4.1 million** (**43.5%**) due to a decrease in average balance and a **58-basis-point** decrease in cost[188](index=188&type=chunk) - Interest expense on deposits increased by **$744,000**, reflecting a **$168.6 million** increase in average balance of interest-bearing deposits, despite a **3-basis-point** decrease in cost[188](index=188&type=chunk) [Segments](index=63&type=section&id=Segments) HarborOne Bank's net income decreased by 13.0% to $6.2 million, primarily due to increased provision for credit losses and noninterest expense. HarborOne Mortgage recorded a net loss of $491,000, a significant decline from a net income of $223,000 in the prior year, largely impacted by a negative change in MSR fair value Segment Performance (Net Income/Loss) | Segment | Net Income (Loss) (in thousands) - Q1 2025 | Net Income (Loss) (in thousands) - Q1 2024 | Change (in thousands) | % Change | | :----------------- | :--------------------------------------- | :--------------------------------------- | :-------------------- | :------- | | HarborOne Bank | $6,234 | $7,163 | $(929) | -13.0% | | HarborOne Mortgage | $(491) | $223 | $(714) | -320.2% | - HarborOne Bank's noninterest income increased by **$89,000**, driven by a **$135,000** increase in interchange fees due to accrued annual VISA incentives[197](index=197&type=chunk) - HarborOne Mortgage's total noninterest income decreased by **$886,000**, primarily due to a **$1.3 million** negative change in mortgage servicing rights fair value, partially offset by a **$703,000** increase in gain on sale of mortgage loans[203](index=203&type=chunk) - HarborOne Mortgage's loan production increased to **$114.1 million** in **Q1 2025** from **$102.1 million** in **Q1 2024**, with purchase loans representing **84.9%** of total production[204](index=204&type=chunk)[205](index=205&type=chunk) [Asset Quality](index=69&type=section&id=Asset%20Quality) Credit quality remained strong, with total nonperforming assets increasing slightly to $30.9 million, representing 0.54% of total assets. The Allowance for Credit Losses (ACL) on loans decreased to $49.3 million, or 1.02% of total loans, primarily due to a specific reserve allocation and subsequent charge-off of a commercial real estate loan Asset Quality Metrics | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Total non-accrual loans | $30,902 | $29,463 | $1,439 | 4.88% | | Total nonperforming assets | $30,908 | $29,473 | $1,435 | 4.87% | | Allowance for credit losses on loans | $49,323 | $56,101 | $(6,778) | -12.08% | | ACL to total loans | 1.02% | 1.16% | -0.14% | -12.07% | | Total nonperforming assets to total assets | 0.54% | 0.51% | 0.03% | 5.88% | | Net charge-offs (3 months ended March 31, 2025) | $8,669 | N/A | N/A | N/A | | Annualized net charge-off rate (3 months ended March 31, 2025) | 0.72% | N/A | N/A | N/A | - A **$3.6 million** specific reserve allocation was recorded for a classified commercial real estate loan, which, combined with an existing **$4.7 million** reserve, resulted in an **$8.3 million** charge-off in **Q1 2025**[213](index=213&type=chunk)[226](index=226&type=chunk) - The commercial real estate and construction portfolio composition shows **Flex/Industrial (22.6%)**, **Multifamily (18.5%)**, and **Hotels (12.5%)** as the largest segments, with the office sector having a significant doubtful nonaccrual loan[216](index=216&type=chunk) [Management of Market Risk](index=74&type=section&id=Management%20of%20Market%20Risk) The Company's primary market risk is interest-rate risk, managed through an Asset/Liability Committee using income simulation and Economic Value of Equity (EVE) analysis. As of March 31, 2025, the income simulation projected a decrease in net interest income for rising rates and an increase for falling rates over two years, while EVE showed sensitivity to both upward and downward rate shifts - The Company's primary market risk is interest-rate risk, managed through an Asset/Liability Committee (ALCO) using income simulation and Economic Value of Equity (EVE) analysis[227](index=227&type=chunk)[228](index=228&type=chunk)[231](index=231&type=chunk) Net Interest Income Sensitivity Analysis | Changes in Interest Rates (basis points) | Change in Net Interest Income (% change from year one base) - March 31, 2025 (Year One) | | :--------------------------------------- | :------------------------------------------------------------------------------------ | | +300 | (11.5)% | | +200 | (7.6)% | | +100 | (3.7)% | | -100 | 2.9% | | -200 | 4.2% | | -300 | 5.2% | | -400 | 6.0% | Economic Value of Equity (EVE) Sensitivity Analysis | Changes in Interest Rates (basis points) | Estimated Increase (Decrease) in EVE (March 31, 2025, in thousands) | Percent Change in EVE | | :--------------------------------------- | :---------------------------------------------------------------- | :-------------------- | | +400 | $(224,775) | (36.3)% | | +300 | $(156,742) | (25.3)% | | +200 | $(96,632) | (15.6)% | | +100 | $(39,651) | (6.4)% | | -100 | $24,492 | 4.0% | | -200 | $(10,621) | (1.7)% | | -300 | $(60,940) | (9.9)% | | -400 | $(136,055) | (22.0)% | [Liquidity Management and Capital Resources](index=77&type=section&id=Liquidity%20Management%20and%20Capital%20Resources) The Company maintains a strong liquidity position with $230.5 million in cash and cash equivalents, supplemented by significant borrowing capacity from the FHLB ($762.0 million) and FRBB ($629.4 million). Core deposits are a stable funding source, and the Company believes it can meet contractual obligations, with both the Company and the Bank being 'well capitalized' - The Company had **$230.5 million** in cash and cash equivalents at **March 31, 2025**[238](index=238&type=chunk) - Available borrowing capacity included **$762.0 million** from the FHLB and **$629.4 million** from the FRBB, secured by pledged loans and securities[238](index=238&type=chunk) - Core deposits are defined as deposits other than certificates of deposits and historically provide a long-term, stable, and relatively lower-cost source of funding[239](index=239&type=chunk) - Both the Company and the Bank exceeded all regulatory capital requirements and were considered **'well capitalized'** at **March 31, 2025**[242](index=242&type=chunk) [Non-GAAP Financial Measures and Reconciliation to GAAP](index=79&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliation%20to%20GAAP) This section provides a reconciliation of the non-GAAP tangible-common-equity-to-tangible-assets ratio, which is used by regulators and market analysts to evaluate financial condition. The ratio improved to 9.15% at March 31, 2025, from 8.92% at March 31, 2024 - The tangible-common-equity-to-tangible-assets ratio is a non-GAAP financial measure utilized by regulators and market analysts[246](index=246&type=chunk) Tangible Common Equity Reconciliation | Metric | March 31, 2025 (in thousands) | March 31, 2024 (in thousands) | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Total stockholders' equity | $575,967 | $577,683 | | Less: Goodwill | $59,042 | $59,042 | | Less: Other intangible assets | $568 | $1,326 | | Tangible common equity | $516,357 | $517,315 | | Total assets | $5,700,330 | $5,862,222 | | Less: Goodwill | $59,042 | $59,042 | | Less: Other intangible assets | $568 | $1,326 | | Tangible assets | $5,640,720 | $5,801,854 | | Tangible common equity / tangible assets | 9.15% | 8.92% | [ITEM 3. Quantitative and Qualitative Disclosures about Market Risk](index=58&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item refers to the 'Management of Market Risk' section within Item 2, which details the Company's exposure to interest-rate risk and its management strategies, including income simulation and economic value of equity analysis - The information required by this Item is included in Part I, Item 2 of this Quarterly Report on Form 10-Q under the heading 'Management of Market Risk'[250](index=250&type=chunk) [ITEM 4. Controls and Procedures](index=58&type=section&id=ITEM%204.%20Controls%20and%20Procedures) The Company's management, including the principal executive and financial officers, concluded that disclosure controls and procedures were effective as of March 31, 2025. There were no material changes to internal control over financial reporting during the quarter - The Company's disclosure controls and procedures were evaluated and deemed effective as of **March 31, 2025**, ensuring timely and accurate reporting[250](index=250&type=chunk) - No material changes occurred in the Company's internal controls over financial reporting during the quarter ended **March 31, 2025**[251](index=251&type=chunk) PART II. OTHER INFORMATION [ITEM 1. Legal Proceedings](index=59&type=section&id=ITEM%201.%20Legal%20Proceedings) The Company is not involved in any material pending legal proceedings beyond routine matters in the ordinary course of business, and no outcomes are expected to materially affect its financial condition or results of operations - The Company is not involved in any material pending legal proceedings as a plaintiff or defendant, other than routine legal proceedings occurring in the ordinary course of business[254](index=254&type=chunk) - No legal proceedings are expected to materially impact the Company's financial condition or results of operations[254](index=254&type=chunk) [ITEM 1A. Risk Factors](index=59&type=section&id=ITEM%201A.%20Risk%20Factors) This section updates and supplements risk factors, primarily focusing on those related to the pending merger with Eastern Bankshares, Inc. Key risks include business disruptions, management distraction, restrictions on business conduct, uncertainty of stock consideration value, and potential failure to complete the merger or realize anticipated benefits - The pendency of the Merger could adversely affect the Company's business, results of operations, and financial condition by causing disruptions, creating uncertainty, and impacting relationships with customers, suppliers, and employees[256](index=256&type=chunk) - Restrictions on business conduct prior to the Merger's consummation, as stipulated in the Merger Agreement, may hinder the Company's ability to respond to competitive pressures or pursue new opportunities[257](index=257&type=chunk) - Shareholders cannot be certain of the market value of the Stock Consideration due to potential fluctuations in Eastern common stock price, and failure to complete the Merger could negatively impact the Company's stock price and future financial results[258](index=258&type=chunk)[262](index=262&type=chunk) - The Merger is subject to governmental and shareholder approvals, which may cause delays or impose conditions, and Eastern may face difficulties in successfully integrating the Company's operations, potentially failing to realize expected benefits and cost savings[260](index=260&type=chunk)[261](index=261&type=chunk)[265](index=265&type=chunk)[268](index=268&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=62&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Company repurchased 513,855 shares of its common stock for $5.9 million during the first quarter of 2025 under a previously announced program. However, the share repurchase program was suspended on April 24, 2025, following the entry into the Merger Agreement Share Repurchase Activity | Period | Total number of shares purchased | Average price paid per share | | :-------------------------- | :----------------------------- | :--------------------------- | | January 1 to January 31, 2025 | 162,130 | $11.97 | | February 1 to February 28, 2025 | 165,500 | $11.88 | | March 1 to March 31, 2025 | 186,225 | $10.92 | | Total (Q1 2025) | 513,855 | $11.56 | - The Company suspended its share repurchase program on **April 24, 2025**, after entering into the Merger Agreement[272](index=272&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=62&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[273](index=273&type=chunk) [ITEM 4. Mine Safety Disclosures](index=62&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[274](index=274&type=chunk) [ITEM 5. Other Information](index=62&type=section&id=ITEM%205.%20Other%20Information) This section confirms no unregistered sales of equity securities, no use of proceeds from such sales, and no directors or executive officers had Rule 10b5-1 trading arrangements during the quarter ended March 31, 2025 - No unregistered sales of equity securities occurred during the quarter[276](index=276&type=chunk) - No directors or executive officers had Rule 10b5-1 trading arrangements during the quarter ended **March 31, 2025**[275](index=275&type=chunk) [ITEM 6. Exhibits](index=63&type=section&id=ITEM%206.%20Exhibits) This item lists the exhibits included in or incorporated by reference into the Quarterly Report on Form 10-Q, including the Merger Agreement, CEO and CFO certifications, and interactive data files - Exhibits include the Agreement and Plan of Merger (Exhibit 2.1), CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1), and Interactive Data Files (Exhibit 101, 104)[279](index=279&type=chunk)

Investor Presentation April 2025 Forward-Looking Statements Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in other documents we file with the Securities and Exchange Commission ("SEC"), in our annual reports to sharehol ...