HarborOne Bancorp Inc

ITEM 1A. RISK FACTORS

 This section supplements and updates certain of the information found under Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 6, 2025 (Annual Report), based on information currently known to us and recent developments since the date of the Annual Report filing. The matters discussed below should be read in conjunction with the risks described in Part I. Item 1A. Risk Factors of our Annual Report. However, the risks and uncertainties that we face are not limited to those described below and those set forth in the Annual Report. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our common stock.

Risks Related to the Merger

The pendency of the Merger could adversely affect the Companys business, results of operations and financial condition.

 The pendency of the Merger could cause disruptions in and create uncertainty surrounding the Companys business, including affecting the Companys relationships with the Companys existing and future customers, suppliers and employees, which could have an adverse effect on the Companys business, results of operations and financial condition, regardless of whether the Merger is completed. In particular, we could potentially lose additional important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the Merger. We could also potentially lose additional customers or suppliers, and new customer or supplier contracts could be delayed or decreased. In addition, we have allocated, and will continue to allocate, significant Management resources towards the completion of the transaction, which could adversely affect the Companys business and results of operations.

 We are subject to restrictions on the conduct of the Companys business prior to the consummation of the Merger as provided in the Merger Agreement, including, among other things, certain restrictions on the Companys ability to acquire other businesses, sell or transfer the Companys assets, and amend the Companys organizational documents. These restrictions could result in the Companys inability to respond effectively to competitive pressures, industry developments and future opportunities, retain key employees and may otherwise harm the Companys business, results of operations and financial condition.

Because the price of Eastern common stock will fluctuate, the Companys shareholders cannot be certain of the market value of the Stock Consideration.

 Upon completion of the Merger, the shares of the Companys common stock outstanding immediately prior to the effective time of the Merger will be converted into the right to receive, at each shareholders election, either the Stock Consideration or the Cash Consideration, subject to allocation procedures to ensure the total number of shares of the Companys common stock that receive the Stock Consideration represents between 75% and 85% of the total number of shares of the Companys common stock outstanding immediately prior to the effective time of the Merger. The exchange ratio for the Stock Consideration is fixed. As a result, the dollar value of the Stock Consideration that the Companys shareholders may receive upon completion of the Merger will depend upon the market value of Eastern common stock at the time of completion of the Merger, which may be lower or higher than the closing price of Eastern common stock on the last full trading day preceding the date the Merger Agreement was executed. The market values of Eastern common stock and the Companys common stock have varied since the Merger Agreement was executed and will continue to vary in the future due to changes in the business, operations or prospects of the Company and Eastern, market assessments of

the Merger, regulatory considerations, market and economic considerations, and other factors, most of which are beyond the Companys control.

The Merger is subject to the receipt of consents and approvals from governmental authorities that may delay the date of completion of the Merger or impose conditions that could have an adverse effect on the Company.

 Before the Merger may be completed, various consents, approvals, waiver or non-objections must be obtained from state and federal governmental authorities, including the Federal Reserve, the FDIC, the Massachusetts Commissioner of Banks, and the Massachusetts Housing Partnership Fund. Satisfying the requirements of these governmental authorities may delay the date of completion of the Merger. In addition, these governmental authorities may include conditions on the completion of the Merger, or require changes to the terms of the Merger. Eastern is not obligated to complete the Merger should any regulatory approval prohibit or materially limit the ownership or operation by Eastern or any of its subsidiaries, of all or any material portion of the business or assets of the Company or any of its subsidiaries or Eastern or its subsidiaries, or compel Eastern or any of its subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its subsidiaries or Eastern or any of its subsidiaries.

The Merger and related transactions are subject to approval by the Companys shareholders.

 The Merger cannot be completed unless the Companys shareholders approve the Merger Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Companys common stock. If shareholder approval is not obtained by the Companys shareholders, the Merger cannot be completed.

Failure to complete the Merger could negatively impact the stock price of the Company and future businesses and financial results of the Company.

 If the Merger is not completed, the ongoing businesses, financial condition and results of operation of the Company may be adversely affected and market prices of the Companys common stock may decline significantly, particularly to the extent that the current market prices reflect a market assumption that the Merger will be consummated. If the consummation of the Merger is delayed, including by the receipt of a competing acquisition proposal, the Companys business, financial condition and results of operations may be materially adversely affected.

 In addition, the Company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement, as well as the costs and expenses of filing, printing and mailing the proxy statement/prospectus and all filing and other fees paid to the SEC and other regulatory agencies in connection with the Merger. If the Merger is not completed, the Company would have to recognize these expenses without realizing the expected benefits of the Merger. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the Merger, including the diversion of Management attention from pursuing other opportunities and the constraints in the Merger Agreement on the ability to make significant changes to the Companys ongoing business during the pendency of the Merger, could have a material adverse effect on the Companys businesses, financial conditions and results of operations.

 Additionally, the Companys business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of Management on the Merger, without realizing any of the anticipated benefits of completing the Merger. If the Merger Agreement is terminated and the Companys board of directors seeks another merger or business combination, the Companys shareholders cannot be certain that the Company will be able to find a party willing to engage in a transaction on more attractive terms than the Merger.

Eastern may be unable to successfully integrate the Companys operations or otherwise realize the expected benefits from the Merger, which could adversely affect Easterns results of operations and financial condition.

 The Merger involves the integration of two companies that have previously operated independently. The difficulties of combining the operations of the two companies include:

 The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the business and the loss of key personnel. The integration of the two companies will require the experience and expertise of certain of the Companys key employees who are expected to be retained by Eastern. Eastern may not be successful in retaining these employees for the time period necessary to successfully integrate the Companys operations with those of Eastern. The diversion of Managements attention and any delay or difficulty encountered in connection with the Merger and the integration of the two companies operations could have an adverse effect on the business and results of operations of Eastern following the Merger.

 The success of the Merger will depend, in part, on Easterns ability to realize the anticipated benefits and cost savings from combining the Companys business with Easterns. If Eastern is unable to successfully integrate the Company, the anticipated benefits and cost savings of the Merger may not be realized fully or may take longer to realize than expected. For example, Eastern may fail to realize the anticipated increase in earnings and cost savings anticipated to be derived from the Merger. In addition, as with regard to any merger, a significant decline in asset valuations or cash flows may also cause Eastern not to realize expected benefits.

The termination fee and the restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire the Company.

 Until the completion of the Merger, with some exceptions, the Company is prohibited from soliciting, initiating, knowingly encouraging or participating in any discussion of or otherwise considering any inquiry or proposal that may lead to an acquisition proposal, such as a merger or other business combination transaction, with any person other than Eastern. In addition, the Company has agreed to pay an $18.9 million termination fee to Eastern in specified circumstances. These provisions could discourage other companies that may have an interest in acquiring the Company from considering or proposing such an acquisition even though those other companies might be willing to offer greater value to the Companys shareholders than Eastern has offered in the Merger. The payment of the termination fee could also have a material adverse effect on the Companys financial condition.

The Companys shareholders will not be entitled to dissenters' or appraisal rights in the Merger.

 Dissenters or appraisal rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Under the Massachusetts Business Corporation Act, holders of Company common stock will not be entitled to dissenters or appraisal rights in the Merger with respect to their shares of Company common stock.