Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-38955
HarborOne Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts
81-1607465
(State or other jurisdiction ofincorporation or organization)
(I.R.S. EmployerIdentification No.)
770 Oak Street, Brockton, Massachusetts
02301
(Address of principal executive offices)
(Zip Code)
(508) 895-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
Title of each Class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value
HONE
The NASDAQ Stock Market, LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of July 31, 2025, there were 43,158,596 shares of the Registrant’s common stock, par value $0.01 per share, outstanding.
Index
PAGE
Glossary of Acronyms and Terms
1
PART I.
FINANCIAL INFORMATION
ITEM 1.
Financial Statements
Consolidated Balance Sheets as of June 30, 2025, and December 31, 2024 (unaudited)
2
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)
3
Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)
4
Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)
5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited)
7
Notes to Consolidated Financial Statements (unaudited)
Note 1. Summary of Significant Accounting Policies
9
Note 2. Debt Securities
10
Note 3. Loans Held for Sale
13
Note 4. Loans and Allowance for Credit Losses
14
Note 5. Mortgage Loan Servicing
22
Note 6. Goodwill and Other Intangible Assets
Note 7. Deposits
23
Note 8. Borrowings
24
Note 9. Other Commitments and Contingencies
25
Note 10. Derivatives
26
Note 11. Operating Lease ROU Assets and Liabilities
30
Note 12. Minimum Regulatory Capital Requirements
31
Note 13. Comprehensive (Loss) Income
33
Note 14. Fair Value of Assets and Liabilities
34
Note 15. Earnings Per Share
39
Note 16. Revenue Recognition
40
Note 17. Segment Reporting
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
43
ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk
67
ITEM 4.
Controls and Procedures
PART II.
OTHER INFORMATION
Legal Proceedings
68
ITEM 1A.
Risk Factors
69
Unregistered Sales of Equity Securities and Use of Proceeds
72
Defaults Upon Senior Securities
Mine Safety Disclosures
ITEM 5.
Other Information
ITEM 6.
Exhibits
73
EXHIBIT INDEX
SIGNATURE
74
The following is a list of common acronyms and terms used regularly in our financial reporting:
ACL
Allowance for Credit Losses
ASU
Accounting Standards Update
Bank
HarborOne Bank
BOLI
Bank-owned life insurance
Company
CRE
Commercial real estate
DCF
Discounted cash flow
EPS
Earnings Per Share
ESOP
Employee Stock Ownership Plan
Eastern
Eastern Bankshares, Inc., a Massachusetts corporation
EVE
Equity at risk
Exchange Act
Securities Exchange Act of 1934, as amended
FASB
Federal Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
Federal Reserve
Board of Governors of the Federal Reserve System
FHLB
Federal Home Loan Bank
FRBB
Federal Reserve Bank of Boston
GAAP
Accounting principles generally accepted in the United States of America
HarborOne Mortgage
HarborOne Mortgage, LLC
Management
Company's management
Merger Agreement
Agreement and Plan of Merger, by and among Eastern Bankshares, Inc., Eastern Bank, HarborOne Bancorp, Inc., and HarborOne Bank
MSRs
Mortgage servicing rights
ROU
Right-of-use
SBA
U.S. Small Business Administration
SEC
U.S. Securities and Exchange Commission
Treasury
U.S. Department of the Treasury
Consolidated Balance Sheets (unaudited)
June 30,
December 31,
(in thousands, except share data)
2025
2024
Assets
Cash and due from banks
$
47,348
44,090
Short-term investments
155,705
186,981
Total cash and cash equivalents
203,053
231,071
Securities available for sale, at fair value
287,266
263,904
Securities held to maturity, at amortized cost (fair value of $19,146 at June 30, 2025, and $19,285 at December 31, 2024)
19,212
19,627
Federal Home Loan Bank stock, at cost
20,538
23,277
Loans held for sale, at fair value
29,091
36,768
Loans
4,727,232
4,852,499
Less: Allowance for credit losses on loans
(47,964)
(56,101)
Net loans
4,679,268
4,796,398
Accrued interest receivable
16,786
18,393
Mortgage servicing rights, at fair value
41,172
44,500
Property and equipment, net
44,769
46,253
Retirement plan annuities
15,938
15,698
99,231
97,726
Goodwill
59,042
Intangible assets
378
757
Other assets
93,331
99,719
Total assets
5,609,075
5,753,133
Liabilities and Stockholders' Equity
Deposits:
Demand deposit accounts
713,753
690,647
NOW accounts
329,800
298,337
Regular savings and club accounts
867,164
895,232
Money market deposit accounts
1,175,499
1,195,209
Term certificate accounts
1,068,693
1,069,844
Brokered deposits
338,762
401,484
Total deposits
4,493,671
4,550,753
Borrowings
439,652
516,555
Mortgagors' escrow accounts
9,340
8,537
Accrued interest payable
5,198
6,575
Other liabilities and accrued expenses
81,067
95,702
Total liabilities
5,028,928
5,178,122
Commitments and contingencies (Notes 7, 12 and 13)
Common stock, $0.01 par value; 150,000,000 shares authorized; 60,739,847 and 60,517,573 shares issued; 43,075,333 and 43,723,278 shares outstanding at June 30, 2025, and December 31, 2024, respectively
598
Additional paid-in capital
491,251
489,532
Retained earnings
380,136
373,861
Treasury stock, at cost, 17,664,514 and 16,794,295 shares at June 30, 2025, and December 31, 2024, respectively
(224,602)
(215,138)
Accumulated other comprehensive loss
(44,208)
(49,895)
Unearned compensation - ESOP
(23,028)
(23,947)
Total stockholders' equity
580,147
575,011
Total liabilities and stockholders' equity
The accompanying notes are an integral part of these unaudited interim Consolidated Financial Statements.
Consolidated Statements of Income (unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
Interest and dividend income:
Interest and fees on loans
60,790
61,512
120,662
121,449
Interest on loans held for sale
419
347
715
590
Interest on securities
2,125
2,121
4,118
4,186
Other interest and dividend income
2,266
3,971
4,544
8,630
Total interest and dividend income
65,600
67,951
130,039
134,855
Interest expense:
Interest on deposits
27,976
27,272
55,619
54,171
Interest on borrowings
4,409
9,329
9,736
18,752
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
Net interest and dividend income, after provision for credit losses
32,476
30,735
62,560
61,485
Noninterest income:
Mortgage banking income:
Gain on sale of mortgage loans
3,378
3,143
6,094
5,156
Changes in mortgage servicing rights fair value
(1,123)
(1,098)
(2,495)
(1,044)
Other
2,293
2,356
4,401
4,632
Total mortgage banking income
4,548
8,000
8,744
Deposit account fees
5,418
5,223
10,571
10,206
Income on retirement plan annuities
121
141
240
286
Gain on sale of asset held for sale
—
1,809
Loss on sale of securities
(1,041)
Bank-owned life insurance income
762
758
1,505
1,504
Other income
1,372
628
1,796
1,152
Total noninterest income
12,221
11,919
22,112
22,660
Noninterest expense:
Compensation and benefits
18,789
18,976
37,574
36,612
Occupancy and equipment
4,268
4,636
8,895
9,417
Data processing
2,622
2,375
5,247
4,854
Loan expenses
414
461
845
832
Marketing
865
1,368
1,453
2,184
Deposit expenses
721
1,564
1,429
Postage and printing
396
401
749
839
Professional fees
1,284
1,236
2,666
2,693
Deposit insurance
914
993
1,964
2,157
Merger expenses
1,704
Other expenses
2,093
1,959
4,259
3,877
Total noninterest expense
34,070
33,144
66,920
64,894
Income before income taxes
10,627
9,510
17,752
19,251
Income tax provision
2,569
2,214
4,194
4,655
Net income
8,058
7,296
13,558
14,596
Earnings per common share:
Basic
0.20
0.18
0.34
0.35
Diluted
Weighted average shares outstanding:
39,924,977
41,293,787
40,133,790
41,603,104
40,117,837
41,370,289
40,360,658
41,748,663
Consolidated Statements of Comprehensive Income (Loss) (unaudited)
(in thousands)
Other comprehensive income:
Unrealized gain/loss on cashflow hedge:
Unrealized holding gains
268
986
Reclassification adjustment for net gains included in net income
(77)
(1,264)
(1,064)
(2,499)
Net change in unrealized losses on derivatives in cashflow hedging instruments
(996)
(1,513)
Related tax effect
285
270
433
Net-of-tax amount
(63)
(711)
(771)
(1,080)
Unrealized gain/loss on securities available for sale:
Unrealized holding gains (losses)
1,953
650
8,313
(4,290)
Reclassification adjustment for realized losses
1,041
Net unrealized gains (losses)
1,691
(3,249)
(434)
(378)
(1,855)
(30)
1,519
1,313
6,458
(3,279)
Postretirement benefit:
Adjustment of accumulated obligation for postretirement benefits
6
Reclassification adjustment for gains recognized in net periodic benefit cost
(3)
(22)
(6)
(42)
Net gains
(21)
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 (unaudited)
Accumulated
Common Stock
Additional
Unearned
Total
Outstanding
Paid-in
Retained
Stock,
Comprehensive
Compensation
Stockholders'
Shares
Amount
Capital
Earnings
at Cost
Income (Loss)
- ESOP
Equity
Balance at March 31, 2024
45,055,006
487,277
363,591
(199,853)
(48,604)
(25,326)
577,683
Dividends declared of $0.08 per share
(3,303)
ESOP shares committed to be released (57,681 shares)
132
460
592
Restricted stock awards granted, net of forfeitures
(563)
Share-based compensation expense
571
Treasury stock purchased
(594,953)
(6,091)
Balance at June 30, 2024
44,459,490
487,980
367,584
(205,944)
(48,023)
(24,866)
577,329
Balance at March 31, 2025
43,408,480
490,327
375,710
(221,516)
(45,664)
(23,488)
575,967
Dividends declared of $0.09 per share
(3,632)
171
631
(14,954)
753
(318,193)
(3,086)
Balance at June 30, 2025
43,075,333
Balance at December 31, 2023
45,401,224
486,502
359,656
(193,590)
(43,622)
(25,785)
583,759
Comprehensive income (loss)
Dividends declared of $0.16 per share
(6,668)
ESOP shares committed to be released (115,362 shares)
294
919
1,213
192,510
Performance stock units vested
63,860
1,184
(1,198,104)
(12,354)
Balance at December 31, 2024
43,723,278
Dividends declared of $0.18 per share
(7,283)
371
1,290
213,241
9,033
1,348
(870,219)
(9,464)
Consolidated Statements of Cash Flows (unaudited)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Net amortization of securities premiums/discounts
148
191
Proceeds from sale of loans
258,112
204,970
Loans originated for sale
(244,130)
(221,768)
Accretion of net deferred loan costs/fees and premiums
(270)
Depreciation and amortization of premises and equipment
1,787
1,888
Change in mortgage servicing rights fair value
3,405
543
Mortgage servicing rights capitalized
(641)
Accretion of fair value adjustment on loans and deposits, net
(266)
(276)
Amortization of other intangible assets
379
Net gains on mortgage loan sales, including fair value adjustments
(6,304)
(5,329)
(1,505)
(1,504)
(240)
(286)
(1,809)
Net loss on disposal of premises and equipment
45
Net loss (gain) on sale and write-down of other real estate owned and repossessed assets
(5)
Bargain purchase contribution
675
ESOP expense
Decrease in operating lease ROU assets
1,111
1,131
Decrease in operating lease liabilities
(1,148)
(1,020)
Change in other assets
4,247
(25,557)
Change in other liabilities
(15,244)
5,431
Net cash provided (used) by operating activities
18,375
(24,569)
Cash flows from investing activities:
Activity in securities available for sale:
Maturities, prepayments and calls
9,616
10,693
Purchases
(24,819)
(10,689)
Sales
16,584
Activity in securities held to maturity:
Maturities, prepayment and calls
420
Net redemption of FHLB stock
2,739
Proceeds on asset held for sale
1,482
Net loan repayments (originations)
116,057
(90,569)
Proceeds from sale of other real estate owned and repossessed assets
11
115
Additions to property and equipment
(347)
(330)
Net cash provided by (used in) investing activities
103,677
(70,853)
(continued)
Cash flows from financing activities:
Net (decrease) increase in deposits
(57,082)
70,888
Net change in short-term borrowed funds
(16,000)
(173,000)
Proceeds from borrowings
100
427,326
Repayment of borrowings
(61,003)
(203,416)
Net change in mortgagors' escrow accounts
803
760
Dividends paid
(7,424)
(7,070)
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 beginning of period
227,350
Cash and cash equivalents at end of period
235,062
Supplemental cash flow information:
Interest paid on deposits
56,716
54,602
Interest paid on borrowed funds
9,956
15,292
Income taxes paid, net
4,666
4,375
Transfer of loans to other real estate owned and repossessed assets
41
Dividends declared
7,283
6,668
8
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The unaudited interim Consolidated Financial Statements of HarborOne Bancorp, Inc. presented herein have been prepared pursuant to the rules of the SEC for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by GAAP. In the opinion of Management, all adjustments and disclosures considered necessary for the fair presentation of the accompanying unaudited interim Consolidated Financial Statements have been included. Interim results are not necessarily reflective of the results of the entire year. The accompanying unaudited interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the years ended December 31, 2024 and 2023 and notes thereto included in the Company’s Annual Report on Form 10-K.
The unaudited interim Consolidated Financial Statements include the accounts of the Company; the Company’s subsidiaries, Legion Parkway Company LLC (a security corporation) and HarborOne Bank; and the Bank’s wholly owned subsidiaries, which consist of HarborOne Mortgage, LLC, HarborOne Security Company, Inc., and a passive investment corporation. The passive investment corporation maintains and manages certain assets of the Bank. The security company was established for the purpose of buying, holding and selling securities on its own behalf. All significant intercompany balances and transactions have been eliminated in consolidation.
Certain prior year amounts have been reclassified to conform to the current year financial statement presentation. These changes and reclassifications did not impact previously reported net income or comprehensive income.
Merger
On April 24, 2025, the Company, the Bank, Eastern, and Eastern Bank entered into the Merger Agreement. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Eastern will acquire the Company and the Bank through the merger of the Company with and into Eastern, with Eastern as the surviving entity (the “Merger”). The Merger Agreement further provides that following the Merger, the Bank will merge with and into Eastern Bank, with Eastern Bank as the surviving entity. Under the terms of the Merger Agreement, the Company’s shareholders will receive for each share of Company common stock, at the holder’s election, either (i) 0.765 shares of Eastern common stock (the “Stock Consideration”) or (ii) $12.00 in cash (the “Cash Consideration”), subject to allocation procedures to ensure that the total number of shares of the Company’s common stock that receive the Stock Consideration represents between 75% and 85% of the total number of shares of the Company’s common stock outstanding immediately prior to the completion of the Merger.
Each outstanding and unexercised option to acquire a share of Company common stock will be converted into an option to purchase that number of whole shares of Eastern Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of HarborOne Common Stock subject to such HarborOne Stock Option multiplied by (ii) 0.765 (the “Exchange Ratio”) with an exercise price per share of Eastern Common Stock (rounded up to the nearest whole cent) equal to the quotient of (x) the exercise price per share of HarborOne Common Stock of such HarborOne Stock Option divided by (y) the Exchange Ratio. Except as expressly provided in the immediately preceding sentence, each such Eastern Stock Option replacing a HarborOne Stock Option will be subject to the same terms and conditions (including vesting and exercisability terms) as applied to the corresponding HarborOne Stock Option. Each restricted stock award of the Company, whether or not vested, that is outstanding immediately prior to the effective time of the Merger will fully vest and be canceled and converted into the right to receive the per share Cash Consideration and/or Stock Consideration (the “Merger Consideration”). In addition, each HarborOne performance-based restricted stock unit that is outstanding and unvested will accelerate in full and fully vest, with any applicable performance-based vesting condition to be deemed achieved at the target level of performance and shall be converted into the right to receive the Merger Consideration.
Completion of the Merger is subject to customary closing conditions, including receipt of regulatory approvals and approval by the Company’s shareholders. The Company anticipates that the Merger will close during the fourth quarter of 2025, although Eastern has the right under the Merger Agreement to defer the closing until February 20, 2026, if the closing conditions are satisfied after October 31, 2025, but before February 20, 2026.
Nature of Operations
The Company provides a variety of financial services to individuals and businesses through its 30 full-service branches in Massachusetts and Rhode Island, and a commercial lending office in each of Boston, Massachusetts and Providence, Rhode Island. HarborOne Mortgage maintains offices in Massachusetts, New Hampshire, New Jersey and Rhode Island and originates loans in seven additional states.
The Company’s primary deposit products are checking, money market, savings, and term certificate of deposit accounts, while its primary lending products are commercial real estate, commercial, residential mortgages, home equity lines of credit, and consumer loans. The Company also originates, sells, and services residential mortgage loans through HarborOne Mortgage.
Summary of Significant Accounting Policies and Recently Adopted Accounting Standards Updates
Significant accounting policies in effect and disclosed within the Company’s most recent audited Consolidated Financial Statements as of December 31, 2024, remain substantially unchanged.
2.DEBT SECURITIES
The following is a summary of securities available for sale and held to maturity:
Gross
Allowance
Amortized
Unrealized
for Credit
Fair
Cost
Gains
Losses
Value
June 30, 2025:
Securities available for sale
U.S. government and government-sponsored enterprise obligations
42,144
4,893
37,251
U.S. government agency and government-sponsored residential mortgage-backed securities
298,861
427
52,240
247,048
SBA asset-backed securities
1,156
1,122
Corporate bonds
2,000
155
1,845
Total securities available for sale
344,161
57,322
Securities held to maturity
15,000
97
14,903
4,212
4,243
Total securities held to maturity
19,146
December 31, 2024:
42,143
6,480
35,663
283,523
58,569
224,997
1,446
64
1,382
151
1,862
329,112
56
65,264
228
14,772
4,627
114
4,513
342
19,285
Accrued interest receivable is excluded from the amortized cost basis of debt securities. Accrued interest receivable totaled $1.0 million and $958,000 as of June 30, 2025, and December 31, 2024, respectively. At June 30, 2025, available-for-sale debt securities with a fair value of $259.4 million and held-to-maturity securities with a fair value of $14.9 million were pledged as collateral to provide borrowing capacity through the Federal Reserve’s Discount Window.
The amortized cost and fair value of debt securities by contractual maturity at June 30, 2025, is as follows:
Available for Sale
Held to Maturity
After 1 year through 5 years
17,644
16,223
After 5 years through 10 years
26,500
22,873
44,144
39,096
U.S. government-sponsored residential mortgage-backed securities and securities whose underlying assets are loans from the SBA have stated maturities of two to 30 years; however, it is expected that such securities will have shorter actual lives due to prepayments. U.S. government and government-sponsored enterprise obligations and corporate bonds are callable at the discretion of the issuer. U.S. government and government-sponsored enterprise obligations and corporate bonds with a total fair value of $54.0 million have a final maturity of two to seven years and a call feature of one month to two years. At June 30, 2025, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of shareholder equity.
The following table shows proceeds and gross realized gains and losses related to the sales of securities for the periods indicated:
Proceeds
Gross gains
Gross losses
Information pertaining to securities with gross unrealized losses at June 30, 2025, and December 31, 2024, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:
Less Than Twelve Months
Twelve Months and Over
37
204,085
999
154
846
1,036
57,321
243,304
9,346
58,538
206,308
849
65,233
244,202
4,512
Management assesses the decline in fair value of investment securities on a regular basis. Unrealized losses on debt securities may occur from current market conditions, increases in interest rates since the time of purchase, a structural change in an investment, volatility of earnings of a specific issuer, or deterioration in credit quality of the issuer. Management evaluates both qualitative and quantitative factors to assess whether an impairment exists.
As of June 30, 2025, the Company’s security portfolio consisted of 114 debt securities, 102 of which were in an unrealized loss position. The unrealized losses are primarily related to the Company’s debt securities that were issued by U.S. government-sponsored enterprises and agencies. The Company does not believe that the debt securities that were in an unrealized loss position as of June 30, 2025, represent a credit loss impairment. As of June 30, 2025, and December 31, 2024, the gross unrealized loss positions were primarily related to mortgage-backed securities and other obligations issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. Total gross unrealized losses were primarily attributable to changes in interest rates relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.
12
Management reviewed the collectability of the corporate bonds taking into consideration such factors as the financial condition of the issuers, reported regulatory capital ratios of the issuers, credit ratings, including ratings in effect as of the reporting period date as well as credit rating changes between the reporting period date and the filing date of this report, and other information. Management believes the unrealized losses on the corporate bonds are primarily attributable to changes in the investment spreads and interest rates, and not to changes in the credit quality of the issuers of the corporate bonds.
Management expects to recover the entire amortized cost basis of the available-for-sale debt securities with an unrealized loss. Furthermore, the Company does not intend to sell these securities, and it is unlikely that the Company will be required to sell these securities, before recovery of their cost basis, which may be at maturity. Therefore, no ACL was recorded at June 30, 2025.
As of June 30, 2025, the held-to-maturity securities were U.S. government-sponsored enterprise obligations. These securities are guaranteed by the government-sponsored enterprise with a long history of no credit losses, and Management has determined these securities to have a zero loss expectation and therefore does not estimate an ACL on these securities.
3.LOANS HELD FOR SALE
The following table provides the fair value and contractual principal balance outstanding of loans held for sale accounted for under the fair value option:
Loans held for sale, fair value
Loans held for sale, contractual principal outstanding
28,318
36,205
Fair value less unpaid principal balance
773
563
The Company has elected the fair value option for mortgage loans held for sale to better match changes in fair value of the loans with changes in the fair value of the forward sale commitment contracts used to economically hedge them. Changes in fair value of mortgage loans held for sale accounted for under the fair value option election amounted to an increase of $306,000 and $210,000 in the three and six months ended June 30, 2025, to $773,000, compared to an increase of $395,000 and $173,000 in the three and six months ended June 30, 2024, to $704,000. These amounts are offset in earnings by the changes in fair value of forward sale commitments. The changes in fair value are reported as a component of gain on sale of mortgage loans in the unaudited Consolidated Statements of Income.
At June 30, 2025, and December 31, 2024, there were no loans held for sale that were greater than 90 days past due.
4.LOANS AND ALLOWANCE FOR CREDIT LOSSES
A summary of the balances of loans follows:
Commercial:
2,181,554
2,280,309
Commercial construction
188,540
252,691
Commercial and industrial
643,999
594,453
Total commercial loans
3,014,093
3,127,453
Residential real estate:
One- to four-family
1,489,598
1,506,571
Second mortgages and equity lines of credit
197,918
189,598
Residential real estate construction
10,079
11,307
Total residential real estate loans
1,697,595
1,707,476
Consumer loans:
Auto
6,862
8,550
Personal
7,959
8,940
Total consumer loans
14,821
17,490
Total loans before basis adjustment
4,726,509
4,852,419
Basis adjustment associated with fair value hedge (1)
723
80
Total loans
Allowance for credit losses on loans
Loans, net
(1) Represents the basis adjustment associated with the application of hedge accounting on certain loans. Refer to Note 10 - Derivatives.
The net unamortized deferred loan origination fees and costs included in total loans and leases were $7.7 million and $8.8 million as of June 30, 2025, and December 31, 2024, respectively.
The Company has transferred a portion of its originated commercial loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in the Company’s accompanying unaudited interim Consolidated Balance Sheets. The Company and participating lenders share ratably in cash flows and any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. The Company continues to service the loans on behalf of the participating lenders and, as such, collects cash payments from the borrowers, remits payments to participating lenders, and disburses required escrow funds to relevant parties. At June 30, 2025, and December 31, 2024, the Company was servicing loans for participants in the aggregate amounts of $446.5 million and $431.4 million, respectively.
The following table presents the activity in the ACL on loans for the three and six months ended June 30, 2025 and 2024:
Second
Mortgages
Commercial
and
Residential
One- to Four-
Equity Lines
Real Estate
Construction
Industrial
Family
of Credit
Consumer
24,824
3,457
10,966
8,590
1,203
168
49,323
Charge-offs
(1,685)
(7)
(1,734)
Recoveries
20
Provision
(1,632)
(519)
516
1,640
322
355
21,508
2,938
11,488
10,230
1,529
47,964
30,764
4,257
10,700
8,720
186
126
56,101
(9,989)
(391)
(70)
(10,450)
35
728
(1,319)
1,144
1,510
167
(15)
2,246
21,263
5,322
8,063
12,035
942
331
229
48,185
(184)
(17)
(201)
3,101
(1,589)
644
(1,334)
529
(127)
(75)
1,149
24,364
3,733
8,523
10,703
1,474
204
138
49,139
21,288
4,824
8,107
12,101
964
418
47,972
(412)
(66)
(478)
46
158
2,976
(1,091)
782
(1,400)
504
(214)
1,487
15
Individually analyzed loans include non-accrual loans and certain other loans based on the underlying risk characteristics and the discretion of Management to individually analyze such loans. As of June 30, 2025, the carrying value of individually analyzed loans amounted to $136.5 million, with a related allowance of $1.0 million, and $132.5 million of individually analyzed loans were considered collateral-dependent. As of December 31, 2024, the carrying value of individually analyzed loans amounted to $87.2 million, with a related allowance of $7.8 million, and $67.2 million of individually analyzed loans were considered collateral-dependent.
For collateral-dependent loans where Management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the loan is to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date.
The following table presents the carrying value of collateral-dependent individually analyzed loans as of June 30, 2025, and December 31, 2024:
June 30, 2025
December 31, 2024
Carrying
Related
Commercial real estate (1)
84,494
44,983
5,426
Commercial and industrial (2)
20,095
360
11,935
560
Commercial construction (1)
15,790
Total Commercial
120,379
820
56,918
5,986
Residential real estate (1)
12,078
93
10,321
132,457
913
67,239
(1) The collateral type is real estate.
(2) The collateral type is business enterprise value and business assets.
16
The following is a summary of past due and non-accrual loans at June 30, 2025, and December 31, 2024:
90 Days
Non-accrual Loans
30-59 Days
60-89 Days
or More
With
Without
Past Due
an ACL
9,394
9,414
1,581
2,978
2,175
6,734
222
10,938
3,804
6,900
10,704
387
11,032
363
159
210
732
697
Consumer:
57
1,993
6,970
18,701
27,664
642
32,061
3,803
3,843
16,836
8,273
684
1,269
10,226
665
1,539
8,589
7,014
6,670
22,273
9,545
466
312
183
961
89
775
52
62
42
21,225
8,076
8,126
37,427
17,604
11,859
At June 30, 2025, and December 31, 2024, there were no loans past due 90 days or more and still accruing.
Loan Modifications to Borrowers Experiencing Financial Difficulty
The Bank will modify the contractual terms of loans to a borrower experiencing financial difficulties as a way to mitigate loss and to comply with regulations regarding bankruptcy and discharge situations. Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearances, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral.
17
The following tables present the amortized cost basis of loans at June 30, 2025 and 2024, that were both experiencing financial difficulty and modified during the three and six months ended June 30, 2025 and 2024, respectively, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivables is also presented below:
Three Months Ended June 30, 2025
Six Months Ended June 30, 2025
Cost Basis
Financial Effect
Residential Real Estate
Term Extension
Extended maturity by a weighted average of 17.6 years.
Interest Rate Reduction
125
Reduced the contractual rate on one loan from 7.6% to 5.0%.
Combination Term Extension Interest Rate Reduction
429
Reduced the contractual rate on one loan from 6.63% to 5.00% and extended maturity by a weighted average of 11.4 years.
467
896
% of Total Class of Financing Receivable
0.03
%
0.06
There were no modifications to commercial real estate or commercial and industrial loans during the three and six months ended June 30, 2025.
Three and Six Months Ended June 30, 2024
Commercial Real Estate
15,275
Reduced the weighted average contractual rate from 5.6% to 4.0%.
0.64
Commercial and Industrial
54
Extended maturity by a weighted average of 7.7 years.
0.01
There were no modifications to residential real estate loans during the three and six months ended June 30, 2024.
18
The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. As of June 30, 2025, modified loans to borrowers experiencing financial difficulty had a current payment status. During the three and six months ended June 30, 2025 and 2024, there were no loans to borrowers experiencing financial difficulty that had a payment default and were modified in the twelve months prior to that default. Default is determined at 90 or more days past due, upon charge-off, or upon foreclosure. Modified loans in default are individually evaluated for the allowance for credit losses or if the modified loan is deemed uncollectible, the loan, or a portion of the loan, is written off, and the allowance for credit losses is adjusted accordingly.
Credit Quality Indicators
The Company uses a ten-grade internal loan rating system for commercial real estate, commercial construction and commercial loans, as follows:
Loans rated 1 – 6 are considered “pass”-rated loans with low to average risk.
Loans rated 7 are considered “special mention.” These loans are starting to show signs of potential weakness and are being closely monitored by Management.
Loans rated 8 are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.
Loans rated 9 are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.
Loans rated 10 are considered “uncollectible” (loss), and of such little value that their continuance as loans is not warranted.
Loans not rated consist primarily of certain smaller balance commercial real estate and commercial loans that are managed by exception.
On an annual basis, or more often if needed, the Company formally reviews, on a risk-adjusted basis, the ratings on substantially all commercial real estate, construction and commercial loans. Semi-annually, the Company engages an independent third party to review a significant portion of loans within these segments. Management uses the results of these reviews as part of its annual review process.
Residential and Consumer
On a monthly basis, the Company reviews the residential construction, residential real estate, and consumer installment portfolios for credit quality primarily through the use of delinquency reports.
19
The following table summarizes the Company’s loan portfolio by credit quality indicator and loan portfolio segment as of June 30, 2025:
Revolving
Converted
Term Loans at Amortized Cost by Origination Year
to Term
2023
2022
2021
Prior
Pass
37,249
62,128
176,592
681,940
444,209
646,583
2,048,701
Special mention
6,777
29,009
8,871
44,657
Substandard
13,638
4,550
54,685
3,449
3,083
79,405
Doubtful
8,791
Total commercial real estate
50,887
187,919
774,425
447,658
658,537
YTD gross charge-offs
8,298
9,989
43,866
86,206
67,487
86,737
76,618
145,301
111,086
617,301
2,275
86
1,638
2,492
434
7,039
8,587
6,023
834
2,724
18,168
1,300
185
1,491
Total commercial and industrial
54,728
86,292
73,590
88,375
76,658
149,927
114,429
180
48
156
391
1,237
34,434
15,232
64,592
37,073
1,851
154,419
18,331
Total commercial construction
98,713
Residential real estate
Accrual
42,922
78,029
122,091
399,919
440,441
411,094
188,162
2,811
1,685,469
Non-accrual
299
970
10,419
423
12,126
Total residential real estate
400,218
441,411
421,513
188,585
2,826
3,316
3,763
3,074
2,371
737
588
949
14,798
Total Consumer
3,774
3,084
589
950
27
70
153,090
264,657
401,916
1,364,102
1,003,537
1,230,566
305,815
Total YTD gross charge-offs
200
261
8,303
1,684
10,450
The following table summarizes the Company’s loan portfolio by credit quality indicator and loan portfolio segment as of December 31, 2024:
2020
82,833
162,401
743,173
433,482
190,543
525,120
2,137,552
6,872
39,614
7,539
12,077
12,149
78,251
6,598
44,191
13,717
64,506
175,871
826,978
441,021
202,620
550,986
80,926
78,767
72,636
82,638
63,043
93,493
104,897
576,400
1,703
1,279
2,783
5,770
178
2,874
3,844
3,841
260
10,997
49
1,286
80,931
78,945
77,213
86,482
99,850
107,989
303
122
31,074
45,739
82,447
73,657
1,972
234,889
17,802
100,249
85,268
125,741
413,118
452,081
192,734
246,206
179,516
2,403
1,697,067
469
673
113
8,572
577
10,409
413,587
452,754
192,847
254,778
180,093
2,408
7,134
4,040
3,186
1,113
279
720
1,004
17,476
7,137
3,197
63
21
287,243
430,336
1,421,224
1,055,027
458,789
906,334
291,058
338
147
84
55
5.
MORTGAGE LOAN SERVICING
The Company sells residential mortgages to government-sponsored enterprises and other parties. The Company retains no beneficial interests in these loans, but it may retain the servicing rights of the loans sold. Mortgage loans serviced for others are not included in the accompanying unaudited interim Consolidated Balance Sheets. The risks inherent in MSRs relate primarily to changes in prepayments that generally result from shifts in mortgage interest rates. The unpaid principal balance of mortgage loans serviced for others was $3.24 billion and $3.36 billion as of June 30, 2025, and December 31, 2024, respectively.
The Company accounts for MSRs at fair value. The Company obtains and reviews valuations from an independent third party to determine the fair value of MSRs. Key assumptions used in the estimation of fair value include prepayment speeds, discount rates, and default rates. At June 30, 2025, and December 31, 2024, the following weighted average assumptions were used in the calculation of fair value of MSRs:
Prepayment speed
7.90
7.67
Discount rate
9.84
9.97
Default rate
1.60
1.83
The following summarizes changes to MSRs for the three and six months ended June 30, 2025 and 2024:
Balance, beginning of period
42,620
46,597
46,111
Additions
430
77
641
Changes in fair value due to:
Reductions from loans paid off during the period
(926)
(545)
(1,708)
(898)
Changes in valuation inputs or assumptions
(546)
(273)
(1,697)
Balance, end of period
46,209
Contractually specified servicing fees, net of subservicing expense, included in other mortgage banking income amounted to $1.8 million and $3.6 million for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2024, contractually specified servicing fees, net of subservicing expense, included in other mortgage banking income amounted to $1.9 million and $3.9 million, respectively.
6.GOODWILL AND OTHER INTANGIBLE ASSETS
At June 30, 2025, and December 31, 2024, the carrying value of the Bank’s goodwill was $59.0 million as of both dates.
Goodwill is tested for impairment annually on October 31 or on an interim basis if an event triggering impairment may have occurred. Management considered the Merger Agreement, which was entered into on April 24, 2025, to be a triggering event under ASC 350. Accordingly, an interim qualitative assessment was performed as of March 31, 2025. The qualitative assessment indicated that it was not more likely than not that impairment existed at March 31, 2025. As of June 30, 2025, the Company assessed whether there were additional events or changes in circumstances that would indicate that it was more likely than not that the fair value of the reporting unit was less than the reporting unit’s carrying amounts. The Company determined that there had been no such indicators, therefore, no interim goodwill impairment assessment was performed as of June 30, 2025.
The process of evaluating fair value is highly subjective and requires significant judgment and estimates. The goodwill at the Bank is at risk of future impairment in the event of a sustained decline in the value of its stock as well as values of other financial institutions, declines in revenue for the Company beyond current forecasts, or significant adverse changes in the operating environment for the financial industry.
Other intangible assets were $378,000 and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company determined that there was no triggering event that warranted an interim impairment test at June 30, 2025.
7.DEPOSITS
A summary of deposit balances, by type, is as follows:
NOW and demand deposit accounts
1,043,553
988,984
Total non-certificate accounts
3,086,216
3,079,425
Term certificate accounts greater than $250,000
303,299
303,334
Term certificate accounts less than or equal to $250,000
765,394
766,510
Total certificate accounts
1,407,455
1,471,328
Total municipal deposits included in the table amounted to $460.9 million at June 30, 2025, and $519.5 million at December 31, 2024. Municipal deposits are generally required to be fully insured. The Company provides supplemental insurance for municipal deposits through a reciprocal deposit program and letters of credit offered by the FHLB. The Company participates in a reciprocal deposit program with other financial institutions that provides access to FDIC-insured deposit products in aggregate amounts exceeding the current limits for depositors. At June 30, 2025, and December 31, 2024, total reciprocal deposits were $358.7 million and $376.3 million, respectively.
A summary of certificate accounts by maturity at June 30, 2025, is as follows:
Weighted
Average
Rate
(dollars in thousands)
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
4.09
8.BORROWINGS
Borrowed funds at June 30, 2025, and December 31, 2024, consisted of FHLB advances. Short-term advances were $196.0 million and $212.0 million with a weighted average rate of 4.48% and 4.50%, at June 30, 2025, and December 31, 2024, respectively. Long-term borrowings are summarized by maturity date below.
Amount by
Scheduled
Maturity*
Call Date (1)
Rate (2)
Year ending December 31:
170,000
60,987
230,987
4.32
2026
75,000
40,000
4.39
2027
85,000
4.17
2028
59,198
19,198
4.04
2029
23,128
13,128
4.06
2030
2031 and thereafter
1,326
1.55
1,242
1.68
243,652
4.18
304,555
4.21
* Includes an amortizing advance requiring monthly principal and interest payments.
(1) Callable FHLB advances are shown in the respective periods assuming that the callable debt is redeemed at the call date, while all other advances are shown in the periods corresponding to their scheduled maturity date. There were 9 callable advances at June 30, 2025.
(2) Weighted average rates are based on scheduled maturity dates.
The FHLB advances are secured by a blanket security agreement which requires the Bank to maintain certain qualifying assets as collateral, principally residential mortgage loans and commercial real estate loans held in the Bank’s portfolio. The carrying value of the loans pledged as collateral for these borrowings totaled $2.02 billion at June 30, 2025 and $2.16 billion at December 31, 2024. As of June 30, 2025, the Company had $693.7 million of available borrowing capacity with the FHLB.
The Federal Reserve Discount Window extends credit based on eligible collateral. At June 30, 2025, the Bank had $563.8 million of borrowing capacity at the FRBB secured by pledged loans and securities whose collateral value was $300.0 million and $263.8 million, respectively. At June 30, 2025, there was no balance outstanding. The Company also has additional borrowing capacity under a $25.0 million unsecured federal funds line with a correspondent bank.
9.OTHER COMMITMENTS AND CONTINGENCIES
ACL on Unfunded Commitments
The ACL on unfunded commitments amounted to $3.4 million and $2.9 million at June 30, 2025 and 2024, respectively. The activity in the ACL on unfunded commitments for the three and six months ended June 30, 2025 and 2024 is presented below:
and Industrial
907
1,044
690
350
3,000
(125)
78
384
1,046
1,119
428
3,384
1,930
258
3,412
(1)
(663)
(43)
182
(9)
(534)
359
1,267
802
440
2,878
947
1,398
793
3,506
(165)
(352)
326
(122)
411
2,351
882
254
3,918
(52)
(1,084)
(80)
(10)
(1,040)
Loan Commitments
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and advance funds on various lines of credit. Those commitments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the accompanying unaudited interim Consolidated Financial Statements.
The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.
The following off-balance sheet financial instruments were outstanding at June 30, 2025, and December 31, 2024. The contract amounts represent credit risk.
Commitments to grant residential real estate loans-HarborOne Mortgage
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
Commitments to extend credit and unadvanced portions of construction loans are agreements to lend to a customer, as long as there is no violation of any condition established in the contract. Commitments to grant loans generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for unadvanced funds on construction loans and home equity and revolving lines of credit may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. Commitments to grant loans and unadvanced construction loans and home equity lines of credit are collateralized by real estate, while revolving lines of credit are unsecured.
10.DERIVATIVES
The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally to manage the Company’s interest-rate risk. Additionally, the Company enters into interest rate derivatives to accommodate the business requirements of its customers. All derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value. The accounting for changes in the fair value of a derivative instrument depends upon whether it qualifies as a hedge for accounting purposes, and further, by the type of hedging relationship.
Derivatives Designated as Hedging Instruments
Fair Value Hedge - The Company is exposed to changes in the fair value of fixed-rate assets due to changes in benchmark interest rates. In June 2023, to manage its exposure to changes in the fair value of a closed asset pool of fixed-rate residential mortgages, the Company entered into interest rate swaps with a total notional amount of $100.0 million, designated as fair value portfolio layer hedges. The Company receives variable-rate interest payments in exchange for making fixed-rate payments over the lives of the contracts without exchanging the notional amounts. The gain or loss on these derivatives, as well as the offsetting loss or gain on the hedged items attributable to the hedged risk, are recognized in interest income in the Company’s Consolidated Statements of Income.
As of June 30, 2025, the Company had two interest rate swap agreements with a notional amount of $100.0 million that were designated as a fair value hedge of fixed-rate residential mortgages. The hedges were determined to be effective during the three months ended June 30, 2025, and the Company expects the hedges to remain effective during the remaining terms of the swaps.
The following amounts were recorded on the Consolidated Balance Sheets related to cumulative basis adjustment for fair value hedges as of the dates indicated:
Cumulative Amount of Fair Value
Hedging Adjustment Included in the
Line Item in the Consolidated Balance Sheets
Carrying Amount of the Hedged
in Which the Hedged Item is Included
Loans held for investment (1)
100,723
100,080
(1) These amounts were included in the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At June 30, 2025, the amortized cost basis of the closed portfolios used in these hedging relationships was $1.10 billion; the cumulative basis adjustments associated with these hedging relationships was $723,000 and the amount of the designated hedged items were $100.0 million.
Cashflow Hedge - As part of its interest-rate risk-management strategy, the Company utilizes interest rate swap agreements to help manage its interest-rate risk positions. The notional amount of the interest rate swaps does not represent the amount exchanged by the parties. The exchange of cash flows is determined by reference to the notional amounts and the other terms of the interest rate swap agreements. The changes in fair value of derivatives designated as cashflow hedges are recorded in other comprehensive income and subsequently reclassified to earnings when gains or losses are realized.
As of June 30, 2025, the Company had no interest rate swap agreements that were designated as a cashflow hedge of brokered deposits. During the quarter, a $100.0 million interest rate swap agreement matured and $77,000 was reclassified to interest expense.
Derivatives Not Designated as Hedging Instruments
Derivative Loan Commitments - Mortgage loan commitments qualify as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding. The Company enters into commitments to fund residential mortgage loans at specified times in the future, with the intention that these loans will subsequently be sold in the secondary market. A mortgage loan commitment binds the Company to lend funds to a potential borrower at a specified interest rate and within a specified period of time, generally up to 60 days after inception of the rate lock.
Outstanding derivative loan commitments expose the Company to the risk that the price of the loans arising from exercise of the loan commitment might decline from inception of a rate lock to funding of the loan due to increases in mortgage interest rates. If interest rates increase, the value of these loan commitments decreases. Conversely, if interest rates decrease, the value of these loan commitments increases.
Forward Loan Sale Commitments -The Company utilizes both “mandatory delivery” and “best efforts” forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from the exercise of the derivative loan commitments.
With a “mandatory delivery” contract, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. If the Company fails to deliver the number of mortgages necessary to fulfill the commitment by the specified date, it is obligated to pay a “pair-off” fee, based on then-current market prices, to the investor to compensate the investor for the shortfall.
With a “best efforts” contract, the Company commits to deliver an individual mortgage loan of a specified principal amount and quality to an investor if the loan to the underlying borrower closes. Generally, the price the investor will pay the seller for an individual loan is specified prior to the loan being funded (e.g., on the same day the lender commits to lend funds to a potential borrower).
The Company expects that these forward loan sale commitments will experience changes in fair value opposite to the change in fair value of derivative loan commitments.
Interest Rate Swaps -The Company enters into interest rate swap agreements that are transacted to meet the financing needs of its commercial customers. Offsetting interest rate swap agreements are simultaneously transacted with a third-party financial institution to effectively eliminate the Company’s interest-rate risk associated with the customer swaps. The primary risks associated with these transactions arise from exposure to the ability of the counterparties to meet the terms of the contract. The interest rate swap notional amount is the aggregate notional amount of the customer swap and the offsetting third-party swap. The Company also assesses the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determines whether the credit valuation adjustments are significant to the overall valuation of its derivatives.
Interest Rate Futures -The Company uses interest rate futures to mitigate the impact of fluctuations in interest rates and interest rate volatility on the fair value of the MSRs. Changes in their fair value are reflected in current-period earnings in mortgage banking income.
Risk Participation Agreements -The Company has entered into risk participation agreements with correspondent institutions and shares in any interest rate swap losses incurred as a result of the commercial loan customers’ termination of a loan-level interest rate swap agreement prior to maturity. The Company records these risk participation agreements at fair value. The Company’s maximum credit exposure is based on its proportionate share of the settlement amount of the referenced interest rate swap. Settlement amounts are generally calculated based on the fair value of the swap plus outstanding accrued interest receivables from the customer.
The following table presents the outstanding notional balances and fair values of outstanding derivative instruments:
Liabilities
Notional
Derivatives designated as hedging instruments
Fair value hedge - interest rate swaps
100,000
600
Cashflow hedge - interest rate swaps
Total derivatives designated as hedging instruments
Derivatives not designated as hedging instruments
Derivative loan commitments
36,443
639
Forward loan sale commitments
37,000
287
Interest rate swaps
1,005,744
17,294
Risk participation agreements
214,705
Interest Rate Futures
50,400
551
Total derivatives not designated as hedging instruments
18,484
17,612
Total derivatives
18,212
112
1,040
374
61
50,500
382
1,015,448
23,021
216,245
35,400
376
23,777
23,462
24,929
23,546
28
The following table presents the recorded net gains and losses pertaining to the Company’s derivative instruments:
Location of gain (loss)
recognized in
Income
Derivatives designated as fair value hedge
Hedged items - loans
Interest income
(197)
(1,626)
Interest rate swap contracts
(146)
217
(629)
1,637
Mortgage banking income
(64)
295
(233)
53
(665)
Interest rate futures
349
(280)
910
(501)
238
(291)
540
(145)
The effect of cashflow hedge accounting on accumulated other comprehensive income is as follows:
Loss in OCI on derivatives (effective portion), net of tax
Gain reclassified from OCI into interest income (effective portion)
1,264
1,064
2,499
Master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral or cash funds, in the event of default on, or termination of, any one contract. Collateral is provided by cash or securities received or posted by the counterparty with net liability positions, respectively, in accordance with contract thresholds.
The following table presents the offsetting of derivatives and amounts subject to an enforceable master netting arrangement, not offset in the Consolidated Balance Sheets at June 30, 2025:
Gross Amounts Not Offset in the Consolidated Balance Sheets
Net Amounts
Gross Amounts
Assets (Liabilities)
Cash
of Recognized
Offset in the
presented in the
Collateral
Consolidated
Financial
(Received)
Net
(Liabilities)
Balance Sheets
Instruments
Posted
Interest rate swap on deposits
Interest rate swap on residential real estate loans
(593)
470
(123)
Customer interest rate swaps
7,664
(7,700)
(36)
29
11.OPERATING LEASE ROU ASSETS AND LIABILITIES
Operating lease ROU assets, included in other assets, were $19.8 million and $20.9 million at June 30, 2025 and December 31, 2024, respectively.
Operating lease liabilities, included in other liabilities and accrued expenses, were $21.5 million and $22.7 million at June 30, 2025, and December 31, 2024, respectively. As of June 30, 2025, and December 31, 2024, there were no leases that had not yet commenced. At June 30, 2025, lease expiration dates ranged from six months to 33.1 years and had a weighted average remaining lease term of 15.8 years. At December 31, 2024, lease expiration dates ranged from two months to 33.2 years and had a weighted average remaining lease term of 15.9 years.
Future minimum lease payments under non-cancellable leases and a reconciliation to the amount recorded as operating lease liabilities as of June 30, 2025, were as follows:
1,412
2,664
2,555
2,296
2,045
Thereafter
15,079
Total lease payments
26,051
Imputed interest
(4,516)
Total present value of operating lease liabilities
21,535
The weighted-average discount rate and remaining lease term for operating leases were as follows:
Weighted-average discount rate
2.17
2.15
Weighted-average remaining lease term (years)
15.82
15.85
Rental expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease components, such as fair-market value adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities.
The following table presents the components of total lease expense:
Three Months Ended
Six Months Ended
Lease Expense:
Operating lease expense
686
714
1,376
1,461
Short-term lease expense
Variable lease expense
Total lease expense
748
1,442
1,526
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
707
729
1,413
1,466
Operating Lease - operating cash flows (liability reduction)
608
1,181
1,223
ROU assets obtained in exchange for new operating lease liabilities
12.MINIMUM REGULATORY CAPITAL REQUIREMENTS
The Company and the Bank are subject to various regulatory capital requirements administered by the Federal Reserve and the FDIC. Failure to meet minimum capital requirements can result in mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s unaudited Consolidated Financial Statements.
Under the capital rules, risk-based capital ratios are calculated by dividing Tier 1, common equity Tier 1, and total risk-based capital, respectively, by risk-weighted assets. Assets and off-balance sheet credit equivalents are assigned to one of several risk-weight categories, based primarily on relative risk. The rules require banks and bank holding companies to maintain a minimum common equity Tier 1 capital ratio of 4.5%, a minimum Tier 1 capital ratio of 6.0% and a total capital ratio of 8.0%. In addition, a Tier 1 leverage ratio of 4.0% is required. Additionally, the capital rules require a bank holding company to maintain a capital conservation buffer of common equity Tier 1 capital in an amount above the minimum risk-based capital requirements equal to 2.5% of total risk weighted assets, or face restrictions on the ability to pay dividends, pay discretionary bonuses, and to engage in share repurchases.
Under the FDIC’s prompt corrective action rules, an insured state nonmember bank is considered “well capitalized” if its capital ratios meet or exceed the ratios as set forth in the following table and is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. The Bank must meet well capitalized requirements under prompt corrective action provisions. Prompt corrective action provisions are not applicable to bank holding companies.
A bank holding company is considered “well capitalized” if the bank holding company (i) has a total risk-based capital ratio of at least 10.0%, (ii) has a Tier 1 risk-based capital ratio of at least 6.0%, and (iii) is not subject to any written agreement order, capital directive or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.
At June 30, 2025, the capital levels of both the Company and the Bank exceeded all regulatory capital requirements, and their regulatory capital ratios were above the minimum levels required to be considered well capitalized for regulatory purposes. The capital levels of both the Company and the Bank at June 30, 2025, also exceeded the minimum capital requirements, including the currently applicable capital conservation buffer of 2.5%.
The Company’s and the Bank’s actual regulatory capital ratios as of June 30, 2025, and December 31, 2024, are presented in the table below.
Minimum Required to be
Considered "Well Capitalized"
Minimum Required for
Under Prompt Corrective
Actual
Capital Adequacy Purposes
Action Provisions
Ratio
Common equity Tier 1 capital to risk-weighted assets
565,041
12.2
208,473
4.5
N/A
Tier 1 capital to risk-weighted assets
277,964
6.0
Total capital to risk-weighted assets
616,389
13.3
370,618
8.0
Tier 1 capital to average assets
10.0
225,911
4.0
565,319
11.8
215,789
287,718
624,926
13.0
383,624
9.8
229,865
525,362
11.3
208,469
301,121
6.5
277,958
370,611
576,710
12.4
463,264
9.3
225,890
282,362
5.0
528,185
11.0
215,846
311,778
287,795
383,727
587,792
12.3
479,659
9.2
229,836
287,295
32
13.COMPREHENSIVE (LOSS) INCOME
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the stockholders’ equity section of the unaudited Consolidated Balance Sheets, such items, along with net income, are components of comprehensive (loss) income.
The following table presents changes in accumulated other comprehensive (loss) income by component for the three and six months ended June 30, 2025 and 2024:
Post-
Available-
retirement
for-Sale
Flow
Benefit
Securities
Hedge
Balance at beginning of period
(46)
(45,681)
(51,965)
3,297
Other comprehensive (loss) income before reclassifications
1,956
Amounts reclassified from accumulated other comprehensive (loss) income
(245)
Net current-period other comprehensive (loss) income
1,876
674
(420)
(93)
Balance at end of period
(44,162)
(50,652)
2,586
(50,620)
771
85
(47,373)
3,666
8,342
(3,304)
(1,070)
(1,500)
Net current period other comprehensive (loss) income
7,272
(4,804)
(1,585)
403
14.FAIR VALUE OF ASSETS AND LIABILITIES
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
The following methods and assumptions were used by the Company in estimating fair value disclosures:
Debt Securities – Available-for-sale debt securities are recorded at fair value on a recurring basis. When available, the Company uses quoted market prices to determine the fair value of debt securities; such items are classified as Level 1. There were no Level 1 securities held at June 30, 2025, and December 31, 2024.
Level 2 debt securities are traded less frequently than exchange-traded instruments. The fair value of these securities is determined using matrix pricing with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category includes obligations of U.S. government-sponsored enterprises, including mortgage-backed securities, and corporate bonds.
Debt securities not actively traded whose fair value is determined through the use of cash flows utilizing inputs that are unobservable are classified as Level 3. There were no Level 3 securities held at June 30, 2025, and December 31, 2024.
Loans held for sale - The fair value of mortgage loans held for sale is estimated based on current market prices for similar loans in the secondary market and therefore are classified as Level 2 assets. There were no mortgage loans held for sale 90 days or more past due as of June 30, 2025, and December 31, 2024.
Collateral-Dependent Impaired Loans - The fair value of collateral-dependent loans that are deemed to be impaired is determined based upon the fair value of the underlying collateral. Such collateral primarily consists of real estate and, to a lesser extent, other business assets. For collateral-dependent loans for which repayment is dependent on the sale of the collateral, Management adjusts the fair value for estimated costs to sell. For collateral-dependent loans for which repayment is dependent on the operation of the collateral, estimated costs to sell are not incorporated into the measurement. Management may also adjust appraised values to reflect estimated market value declines or apply other discounts to appraised values resulting from its knowledge of the property. Internal valuations are utilized to determine the fair value of other business assets. Collateral-dependent impaired loans are categorized as Level 3.
Appraisals for collateral-dependent impaired loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, the Company reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics.
Retirement plan annuities - The carrying value of the annuities are based on their contract values which approximate fair value.
MSRs - Fair value is based on a third-party valuation model that calculates the present value of estimated future net servicing income and includes observable market data such as prepayment speeds and default and loss rates.
Deposits and mortgagors’ escrow accounts - The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) and mortgagors’ escrow accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for certificates of deposit are estimated using a DCF calculation that applies market interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.
Borrowed funds - The fair values of borrowed funds are estimated using DCF analyses based on the current incremental borrowing rates in the market for similar types of borrowing arrangements.
Accrued interest - The carrying amounts of accrued interest approximate fair value.
Derivatives
Derivatives designated as hedging instrument - The Company works directly with a third-party vendor to provide periodic valuations for its interest-rate risk-management agreements to determine fair value of its interest rate swaps executed for interest-rate risk management. The vendor utilizes standard valuation methodologies applicable to interest rate derivatives based on readily observable market data and are therefore considered Level 2 valuations.
Forward loan sale commitments and derivative loan commitments - Forward loan sale commitments and derivative loan commitments are based on fair values of the underlying mortgage loans and the probability of such commitments being exercised. The assumptions for pull-through rates are derived from internal data and adjusted using Management judgment. Derivative loan commitments include the value of servicing rights and non-refundable costs of originating the loan based on the Company’s internal cost analysis that is not observable. The weighted average pull-through rate for derivative loan commitments was approximately 92% and 91% at June 30, 2025, and December 31, 2024, respectively.
Interest rate swaps and risk participation agreements - The Company’s interest rate swaps are traded in over-the-counter markets where quoted market prices are not readily available. For these interest rate derivatives, fair value is determined by a third party utilizing models that use primarily market observable inputs, such as swap rates and yield curves. The pricing models used to value interest rate swaps calculate the sum of each instrument’s fixed and variable cash flows, which are then discounted using an appropriate yield curve to arrive at the fair value of each swap. The pricing models do not contain a high level of subjectivity as the methodologies used do not require significant judgment.
Although the Company has determined that the majority of the inputs used to value its interest rate swaps and risk participation agreements fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with interest rate contracts and risk participation agreements utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As of June 30, 2025, and December 31, 2024, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company classified its derivative valuations in their entirety as Level 2.
Interest rate futures – The Company’s interest rate futures are valued based on quoted prices for similar assets in an active market with inputs that are observable and as a result, the Company has classified these derivatives as Level 2.
Off-balance sheet credit-related instruments - Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of off-balance sheet instruments is immaterial.
Transfers between levels are recognized at the end of the reporting period, if applicable. There were no transfers during the periods presented.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are summarized below:
Level 1
Level 2
Level 3
Fair Value
Loans held for sale
17,845
375,374
376,013
17,894
318
24,173
756
369,345
370,101
23,481
65
The table below presents, for the three and six months ended June 30, 2025 and 2024, the changes in Level 3 assets and liabilities that are measured at fair value on a recurring basis.
Assets: Derivative and Forward Loan Sale Commitments:
549
449
484
Total gains (losses) included in net income (1)
90
189
(117)
638
Changes in unrealized gains relating to instruments at period end
Liabilities: Derivative and Forward Loan Sale Commitments:
(50)
(65)
(451)
(200)
(253)
201
(318)
(250)
Changes in unrealized losses relating to instruments at period end
(1) Included in mortgage banking income on the Consolidated Statements of Income.
36
Assets Measured at Fair Value on a Non-recurring Basis
The Company is required, on a non-recurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements in accordance with GAAP. The following is a summary of applicable non-recurring fair value measurements. There are no liabilities measured at fair value on a non-recurring basis at June 30, 2025, or December 31, 2024.
Collateral-dependent individually analyzed loans
21,031
47,463
The table below presents quantitative information about significant unobservable inputs (Level 3) for assets measured at fair value on a non-recurring basis at the dates indicated.
Valuation Technique
Appraisals of collateral (1)
(1) Fair value is generally determined through independent appraisals of the underlying collateral, which includes unobservable inputs such as adjustments for differences between the comparable properties. Appraisals are adjusted for estimated liquidation expenses of 6% when the loan is expected to be repaid through the sale of the collateral. Management may also adjust appraised values to reflect estimated market value declines or apply other discounts to appraised values resulting from its knowledge of the collateral.
Summary of Fair Values of Financial Instruments
The estimated fair values, and related carrying or notional amounts, of the Company’s financial instruments are as follows. Certain financial instruments and all nonfinancial instruments are exempt from disclosure requirements. Accordingly, the aggregate fair value amounts presented herein may not necessarily represent the underlying fair value of the Company.
Financial assets:
Cash and cash equivalents
Federal Home Loan Bank stock
4,504,142
Financial liabilities:
Deposits
4,492,144
Borrowed funds
440,196
4,577,140
4,549,755
516,287
38
15.EARNINGS PER SHARE
Basic EPS represents net income attributable to common shareholders divided by the weighted-average number of common shares outstanding during the period. Non-vested restricted shares that are participating securities are included in the computation of basic EPS. Diluted EPS is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding, plus the effect of potential dilutive common stock equivalents outstanding during the period. At June 30, 2024, potential common shares of 130,225 were considered to be anti-dilutive and excluded from EPS. At June 30, 2025, there were no shares that were considered anti-dilutive.
The following table presents earnings per common share.
Net income available to common stockholders (in thousands)
Average number of common shares outstanding
43,126,860
44,648,561
Less: Average unallocated ESOP shares and non-vested restricted shares
(3,201,883)
(3,354,774)
Weighted average number of common shares outstanding used to calculate basic earnings per common share
Dilutive effect of share-based compensation
192,860
76,502
Weighted average number of common shares outstanding used to calculate diluted earnings per common share
43,334,329
44,967,016
(3,200,539)
(3,363,912)
226,868
145,559
16.
REVENUE RECOGNITION
Revenue from contracts with customers in the scope of ASC Topic 606 is measured based on the consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue from contracts with customers when it satisfies its performance obligations.
The Company’s performance obligations are generally satisfied as services are rendered and can either be satisfied at a point in time or over time. Unsatisfied performance obligations at the report date are not material to our Consolidated Financial Statements.
In certain cases, other parties are involved with providing services to our customers. If the Company is a principal in the transaction (providing services itself or through a third party on its behalf), revenues are reported based on the gross consideration received from the customer and any related expenses are reported gross in noninterest expense. If the Company is an agent in the transaction (referring to another party to provide services), the Company reports its net fee or commission retained as revenue.
The Company recognizes revenue that is transactional in nature and such revenue is earned at a point in time. Revenue that is recognized at a point in time includes card interchange fees (fee income related to debit card transactions), ATM fees, wire transfer fees, overdraft charge fees, and stop-payment and returned check fees. Additionally, revenue is collected from loan fees, such as letters of credit, line renewal fees and application fees. Such revenue is derived from transactional information and is recognized as revenue immediately as the transactions occur or upon providing the service to complete the customer’s transaction.
17.SEGMENT REPORTING
The Company’s reportable segments are determined by the Chief Financial Officer, who is the designated CODM based upon the products and services offered, primarily distinguished between banking and mortgage banking operations. They are also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business. The CODM assesses the performance of the Company’s segments by evaluating revenue streams, significant expenses, and comparing actual results to budgeted amounts. Segment pretax profit or loss is used to assess the performance of the banking segment by monitoring net interest and dividend income. Segment pretax profit or loss is used to assess the performance of the mortgage banking segment by monitoring mortgage banking income.
The Company has two reportable segments: HarborOne Bank and HarborOne Mortgage. Revenue from HarborOne Bank consists primarily of interest earned on loans and investment securities and service charges on deposit accounts. Revenue from HarborOne Mortgage comprises interest earned on loans and fees received as a result of the residential mortgage origination, sale and servicing process.
The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Segment profit and loss is measured by net income on a legal entity basis. Intercompany transactions are eliminated in consolidation.
Information about the reportable segments and reconciliation to the unaudited interim Consolidated Financial Statements at June 30, 2025 and 2024 and for the three and six months ended June 30, 2025 and 2024 is presented in the tables below.
HarborOne
Mortgage
Eliminations
Interest and dividend income
65,269
643
10,003
(10,315)
Interest expense
(32,363)
(336)
314
(32,385)
32,906
307
(10,001)
32,167
Intersegment (loss) gain
(335)
533
(198)
(1,001)
165
2,128
Total mortgage banking (loss) income
(292)
5,038
Other noninterest income
7,673
7,381
15,779
3,515
(505)
Other noninterest expense
12,458
1,260
1,563
15,281
28,237
4,775
1,058
Income (loss) before income taxes
11,311
570
8,945
(10,199)
Provision (benefit) for income taxes
2,753
101
(285)
Net income (loss)
8,558
9,230
Total assets at period end
5,613,510
109,343
584,004
(697,782)
Total liabilities at period end
5,072,680
52,383
3,856
(99,991)
Goodwill at period end
129,474
20,008
(20,556)
(65,253)
(657)
555
(65,355)
64,221
456
(20,001)
62,097
(416)
742
(326)
(256)
(2,239)
332
4,069
(340)
8,666
14,112
13,772
31,896
6,682
(1,004)
24,524
2,597
2,225
29,346
56,420
9,279
1,221
19,449
(157)
18,787
(20,327)
4,656
(135)
(327)
14,793
19,114
Three Months Ended June 30, 2024
67,687
3,125
(3,500)
(36,589)
(399)
(36,601)
31,098
3,512
30,483
3,141
(464)
464
(74)
(1,024)
2,177
(358)
4,758
7,514
7,518
7,156
4,762
15,627
3,944
(595)
12,164
1,325
679
14,168
27,791
5,269
9,848
(267)
3,429
2,310
(76)
(20)
7,538
(191)
5,793,429
120,390
575,476
(702,260)
5,787,035
5,261,496
63,404
5,282
(120,476)
5,209,706
Six Months Ended June 30, 2024
134,431
1,082
6,342
(7,000)
(72,848)
(762)
687
(72,923)
61,583
320
7,029
61,136
5,155
(700)
772
(72)
(106)
(938)
4,273
(446)
9,262
13,905
13,916
13,459
9,276
30,934
6,863
(1,185)
Goodwill impairment
24,262
2,717
1,303
28,282
55,196
9,580
118
19,399
6,908
(7,072)
4,696
(16)
(25)
14,703
6,933
Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section is intended to assist in the understanding of the financial performance of the Company and its subsidiaries through a discussion of our financial condition at June 30, 2025, and our results of operations for the three and six months ended June 30, 2025 and 2024. This section should be read in conjunction with the unaudited interim Consolidated Financial Statements and Notes thereto of the Company appearing in Part I, Item 1 of this Form 10-Q.
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 SEC, in our annual reports to shareholders, in press releases and other written materials, and in oral statements made by our officers, directors or employees. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s Management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, changes in general business and economic conditions (including the impact of actual or threatened tariffs imposed by the U.S. and foreign governments, inflation and concerns about liquidity) on a national basis and in the local markets in which the Company operates, including changes that adversely affect borrowers’ ability to service and repay the Company’s loans; changes in customer behavior; ongoing turbulence in the capital and debt markets and the impact of such conditions on the Company’s business activities; changes in interest rates; increases in loan default and charge-off rates; decreases in the value of securities in the Company’s investment portfolio; failure to complete the Merger or unexpected delays related to the Merger or either party’s inability to satisfy closing conditions required to complete the Merger; failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect Eastern or the expected benefits of the Merger); certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the diversion of Management’s attention from ongoing business operations and opportunities; fluctuations in real estate values; the possibility that future credit losses may be higher than currently expected due to changes in economic assumptions, customer behavior or adverse economic developments; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and investments; competitive pressures from other financial institutions; cybersecurity incidents, fraud, natural disasters, war, terrorism, civil unrest, and future pandemics; changes in regulation; changes in accounting standards and practices; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; demand for loans in the Company’s market area; the Company’s ability to attract and maintain deposits; risks related to the implementation of acquisitions, dispositions, and restructurings; the risk that the Company may not be successful in the implementation of its business strategy; changes in assumptions used in making such forward-looking statements and the risk factors described in the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC, which are available at the SEC’s website, www.sec.gov. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, HarborOne’s actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law.
Critical Accounting Policies and Estimates
The Company’s significant accounting policies are described in Note 1 to the Consolidated Financial Statements included in its most recent Annual Report on Form 10-K. Modifications to significant accounting policies made during the year are described in Note 1 to the Consolidated Financial Statements included in Item 1 of this report. The preparation of the Consolidated Financial Statements in accordance with GAAP and practices generally applicable to the financial services industry requires Management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates.
Certain of our accounting policies, which are important to the portrayal of our financial condition, require Management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of borrowers.
Management has identified the Company’s most critical accounting policies as related to:
The accounting policies and estimates, including the nature of the estimates and types of assumptions used, are described in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s most recent Form 10-K and pertain to discussion in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this report.
Recent Events
On July 4, 2025, President Trump signed into law the legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” and commonly referred to as the One Big Beautiful Bill (“the Act”). The Company is currently evaluating income tax implications of the Act. The Company does not expect the Act to have a material impact on the Company’s financial statements.
On April 24, 2025, the Company, the Bank, Eastern, and Eastern Bank, entered into the Merger Agreement. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Eastern will acquire the Company and the Bank through the merger of HarborOne with and into Eastern, with Eastern as the surviving entity. The Merger Agreement further provides that following the Merger, HarborOne Bank will merge with and into Eastern Bank, with Eastern Bank as the surviving entity. Under the terms of the Merger Agreement, the Company’s shareholders will receive for each share of Company common stock, at the holder’s election, either (i) the Stock Consideration or (ii) the Cash Consideration, subject to allocation procedures to ensure that the total number of shares of the Company’s common stock that receive the Stock Consideration represents between 75% and 85% of the total number of shares of the Company’s common stock outstanding immediately prior to the completion of the Merger.
44
Comparison of Financial Condition at June 30, 2025, and December 31, 2024
Total Assets. Total assets decreased $144.1 million, or 2.5%, to $5.61 billion at June 30, 2025, from $5.75 billion at December 31, 2024. The decrease primarily reflects a decrease of $117.1 million in net loans and a $31.3 million decrease in short-term investments.
Cash and Cash Equivalents. Cash and cash equivalents decreased $28.0 million to $203.1 million at June 30, 2025, from $231.1 million at December 31, 2024.
Loans Held for Sale. Loans held for sale at June 30, 2025, were $29.1 million, a decrease of $7.7 million from $36.8 million at December 31, 2024, reflecting decreased loan production at HarborOne Mortgage. Despite relatively stable mortgage rates, for-sale inventory continues to constrain demand for residential real estate loans.
Loans, net. Net loans decreased $117.1 million, or 2.4%, to $4.68 billion at June 30, 2025, from $4.80 billion at December 31, 2024. The following table sets forth information concerning the composition of loans:
Increase (Decrease)
Dollars
Percent
(98,755)
(4.3)
(64,151)
(25.4)
49,546
8.3
(113,360)
(3.6)
(16,973)
(1.1)
8,320
4.4
Residential construction
(1,228)
(10.9)
(9,881)
(0.6)
Consumer loans
(2,669)
(15.3)
(125,910)
(2.6)
`
803.8
(125,267)
8,137
14.5
(117,130)
(2.4)
(1) Represents the basis adjustment associated with the application of hedge accounting on certain residential real estate loans. Refer to Note 10 - Derivatives.
Commercial real estate and construction loans decreased $162.9 million, as lending activity was subdued and Management favored payoffs over renewals for maturing loans secured by commercial real estate. Commercial and industrial loans increased $49.5 million. Residential real estate and consumer loans decreased $12.6 million, partly reflecting minimal loan purchases from HarborOne Mortgage during the first quarter of 2025. Management continues to seek prudent commercial lending opportunities that deepen relationships with existing customers and that develop new relationships with strong borrowers.
Securities. Investment securities available for sale at June 30, 2025, were $287.3 million, an increase of $23.4 million, or 8.9%, from $263.9 million at December 31, 2024. The increase reflects the purchase of $25.0 million in mortgage-backed securities. The fair value of securities available for sale improved during the second quarter of 2025 but remain negatively impacted by unrealized losses of $56.9 million and $65.2 million as of June 30, 2025, and December 31, 2024, respectively. As of June 30, 2025, and December 31, 2024, the gross unrealized loss positions were primarily related to mortgage-backed securities and other obligations issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. Total gross unrealized losses were primarily attributable to changes in interest rates relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.
Securities held to maturity amounted to $19.2 million at June 30, 2025, and $19.6 million at December 31, 2024, with a fair value of $19.1 million and $19.3 million, respectively.
Mortgage servicing rights. MSRs are created as a result of our mortgage banking origination activities and accounted for at fair value. At June 30, 2025, we serviced mortgage loans for others with an aggregate outstanding principal balance of $3.24 billion. Total MSRs were $41.2 million at June 30, 2025, and $44.5 million at December 31, 2024. The change in total MSRs for the six months ended June 30, 2025, reflects additions of $77,000 from new mortgage originations, amortization from loan repayments of $1.7 million, and a negative fair value mark of $1.7 million.
Quarterly, we utilize a third-party provider to assist in the determination of the fair value of our MSRs. They provide the appropriate prepayment speed, and discount and default rate assumptions based on our portfolio and key benchmark mortgage rates. Management reviews the assumptions and calculation. Any measurement of fair value is limited by the conditions existing and assumptions made at a particular point in time. Those assumptions may not be appropriate if they are applied at a different point in time.
The assumptions used in the MSR fair value calculation are significantly impacted by residential mortgage benchmark indices. Decreasing mortgage rates normally encourages increased mortgage refinancing activity, which reduces the life of the loans underlying the MSRs, thereby reducing the value of MSRs, whereas increasing interest rates would result in increases in fair value, and a corresponding increase in earnings. MSRs recorded during periods of historically low interest rates may be less sensitive to falling rates in the future as they were originated in a low mortgage rate environment.
Deposits. Deposits were $4.49 billion and $4.55 billion at June 30, 2025, and December 31, 2024, respectively. The following table sets forth information concerning the composition of deposits:
Noninterest-bearing deposits
23,106
3.3
329,790
298,329
31,461
10.5
Regular savings
(28,068)
(3.1)
Money market accounts
714,692
676,377
38,315
5.7
1,068,583
1,069,222
(639)
(0.1)
Consumer and business deposits
3,693,982
3,629,807
64,175
1.8
Municipal deposits
460,927
519,462
(58,535)
(11.3)
(62,722)
(15.6)
(1.3)
Reciprocal deposits
358,686
376,268
(17,582)
(4.7)
Total deposits decreased $57.1 million, reflecting a decrease in municipal deposits of $58.5 million and brokered deposits of $62.7 million, partially offset by an increase of $64.2 million in consumer and business deposits. Brokered deposits provide a channel for the Company to seek additional funding outside the Company’s core market. We also participate in a reciprocal deposit program that provides access to FDIC-insured deposit products in aggregate amounts exceeding the current limits for depositors. Total deposits included $358.7 million in reciprocal deposits. The decrease in reciprocal deposits primarily reflects the decrease in municipal deposits as municipal deposits are generally required to be insured or secured by FHLB letters of credit.
The total of estimated deposits in excess of the FDIC insurance limits amounted to $1.4 billion as of June 30, 2025, and December 31, 2024.
The following table summarizes uninsured deposits at the date indicated:
Uninsured deposits, per regulatory reporting requirements
1,398,167
1,394,783
Less: Subsidiary deposits
462,050
428,632
Collateralized deposits
181,966
218,988
Uninsured deposits, after exclusions
754,151
747,163
Uninsured deposits, after excluding subsidiary deposits and collateralized deposits, represented 17% of total deposits at June 30, 2025. Management believes that this provides a more informative view of uninsured deposits, as subsidiary deposits are eliminated in consolidation and collateralized deposits are secured.
47
Borrowed Funds. Borrowings decreased $76.9 million to $439.7 million at June 30, 2025, from $516.6 million at December 31, 2024. At June 30, 2025, FHLB short-term borrowings were $196.0 million and long-term borrowings were $243.7 million. As of June 30, 2025, the Bank had $1.28 billion in available borrowing capacity across multiple relationships.
Stockholders’ equity. Total stockholders’ equity was $580.1 million at June 30, 2025, compared to $575.0 million at December 31, 2024, and $577.3 million at June 30, 2024. Stockholders’ equity increased 0.9% when compared to the year end, as earnings and a decrease in unrealized loss on available-for-sale securities were partially offset by share repurchases and dividends. Share repurchases for the six months ended June 30, 2025, were 831,355 shares totaling $9.0 million.
The tangible-common-equity-to-tangible-assets ratio (non-GAAP) was 9.38% at June 30, 2025, 9.05% at December 31, 2024, and 9.03% at June 30, 2024. See reconciliation in section entitled “Non-GAAP Financial Measures and Reconciliation to GAAP” below. At June 30, 2025, the capital levels of both the Company and the Bank exceeded all regulatory capital requirements, and their regulatory capital ratios were above the minimum levels required to be considered well capitalized for regulatory purposes. The capital levels of both the Company and the Bank at June 30, 2025, also exceeded the minimum capital requirements, including the currently applicable capital conservation buffer of 2.5%. Regulatory capital ratios are not impacted by the decline in other comprehensive income as a result of the unrealized losses on available-for-sale investment securities.
Comparison of Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024
HarborOne Bancorp, Inc. Consolidated
Overview. Consolidated net income for the three and six months ended June 30, 2025, was $8.1 million and $13.6 million, respectively, compared to net income of $7.3 million and $14.6 million for the three and six months ended June 30, 2024.
Average Balances and Yields. The following tables set forth average balance sheets, annualized average yields and costs, and certain other information for the periods indicated, on a consolidated basis. Interest income on tax-exempt loans and securities has been adjusted to a fully taxable-equivalent basis using a federal tax rate of 21%. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or expense.
Yield/
Balance
Interest
Cost (8)
Interest-earning assets:
Investment securities (1)
354,077
2.41
374,730
2.28
Other interest-earning assets
194,053
4.68
306,361
5.21
25,164
6.68
20,775
6.72
Commercial loans (2)(3)
3,080,800
42,626
5.55
3,091,004
43,023
5.60
Residential real estate loans (3)(4)
1,690,506
18,399
4.37
1,695,059
4.36
Consumer loans (3)
15,091
282
7.50
19,221
352
7.37
4,786,397
61,307
5.14
4,805,284
61,768
5.17
Total interest-earning assets
5,359,691
66,117
4.95
5,507,150
68,207
4.98
Noninterest-earning assets
288,262
300,847
5,647,953
5,807,997
Interest-bearing liabilities:
Savings accounts
890,484
2,779
1.25
1,058,524
4,305
1.64
328,422
120
0.15
299,536
88
0.12
1,205,069
9,758
3.25
1,069,153
10,186
3.83
Certificates of deposit
1,080,790
11,138
4.13
931,255
9,946
4.30
380,737
4,181
4.40
300,385
2,747
3.68
Total interest-bearing deposits
3,885,502
2.89
3,658,853
3.00
Total borrowings
405,383
776,852
4.83
Total interest-bearing liabilities
4,290,885
3.03
4,435,705
3.32
Noninterest-bearing liabilities:
693,029
670,494
Other noninterest-bearing liabilities
84,660
126,477
5,068,574
5,232,676
Total equity
579,379
575,321
Total liabilities and equity
Tax equivalent net interest income
33,732
31,606
Tax equivalent interest rate spread (5)
1.92
1.66
Less: tax equivalent adjustment
517
256
Net interest income as reported
Net interest-earning assets (6)
1,068,806
1,071,445
Net interest margin (7)
2.49
2.29
Tax equivalent effect
0.02
Net interest margin on a fully tax equivalent basis
2.52
2.31
Ratio of interest-earning assets to interest-bearing liabilities
124.91
124.16
Supplemental information:
Total deposits, including demand deposits
4,578,531
4,329,347
Cost of total deposits
2.45
2.53
Total funding liabilities, including demand deposits
4,983,914
5,106,199
Cost of total funding liabilities
2.61
2.88
(1) Includes securities available for sale and securities held to maturity.
(2) Includes industrial revenue bonds. Interest income from tax exempt loans is computed on a taxable equivalent basis using a rate of 21% for the quarters presented.
(3) Includes non-accruing loan balances and interest received on such loans.
(4) Includes the basis adjustments of certain loans included in fair value hedging relationships.
(5) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(6) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(7) Net interest margin represents net interest income divided by average total interest-earning assets.
(8) Annualized.
350,510
2.37
373,758
2.25
203,672
4.50
331,416
5.24
21,222
6.79
17,517
6.77
3,102,961
84,421
5.49
3,065,921
84,675
1,693,459
36,642
1,697,878
36,568
4.33
15,842
7.34
19,879
711
7.19
4,812,262
121,640
5.10
4,783,678
121,954
5.13
5,387,666
131,017
4.90
5,506,369
135,360
4.94
289,492
299,999
5,677,158
5,806,368
899,410
5,828
1.31
1,122,362
9,827
1.76
316,139
248
0.16
294,719
163
0.11
1,197,979
19,406
3.27
1,031,753
19,499
3.80
1,070,608
22,481
4.23
893,162
18,501
383,997
7,656
4.02
6,181
3.78
3,868,133
2.90
3,670,418
2.97
449,053
770,738
4.89
4,317,186
3.05
4,441,156
3.30
685,215
662,465
224,104
122,884
5,226,505
579,863
65,662
62,437
1.85
978
505
1,070,480
1,065,213
2.42
2.26
0.04
2.46
124.80
123.99
4,553,348
4,332,883
2.51
5,002,401
5,103,621
2.63
2.87
(2) Includes industrial revenue bonds. Interest income from tax exempt loans is computed on a taxable equivalent basis using a rate of 21% for the periods presented.
(5) Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
50
Rate/Volume Analysis. The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated, on a consolidated basis. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.
2025 v. 2024
Due to Changes in
Increase
Volume
(Decrease)
Investment securities
(118)
(275)
207
(68)
(1,336)
(369)
(1,705)
(2,993)
(1,093)
(4,086)
(2)
123
Commercial loans
(110)
(287)
(397)
1,825
(2,079)
(254)
Residential real estate loans
143
(69)
(134)
(187)
(274)
(461)
(2,165)
(314)
(1,567)
(523)
(2,090)
(1,294)
(3,049)
(4,343)
(616)
(910)
(1,526)
(1,740)
(2,259)
(3,999)
1,225
(1,653)
(428)
2,893
(2,986)
1,576
(384)
1,192
3,674
306
3,980
Brokered deposit
825
609
1,434
1,078
397
1,475
3,019
(2,315)
704
5,918
(4,470)
1,448
(4,092)
(828)
(4,920)
(7,169)
(1,847)
(9,016)
(1,073)
(3,143)
(4,216)
(1,251)
(6,317)
(7,568)
Change in net interest income
(494)
2,620
2,126
3,268
3,225
Interest and Dividend Income. Interest and dividend income on a tax equivalent basis decreased $2.1 million, or 3.1%, to $66.1 million for the three months ended June 30, 2025, compared to $68.2 million for the three months ended June 30, 2024. The significant components of the decrease were:
Compared to the first six months of 2024, interest and dividend income on a tax equivalent basis decreased $4.3 million, or 3.2%, reflecting decreased volume and rate on other interest-earning assets, due to the decrease in cash held at the FRB and a decrease in loan interest income due to a decrease in rates, partially offset by an increase in average balances and prepayment penalties.
51
Interest Expense. Interest expense decreased $4.2 million, or 11.5%, to $32.4 million for the three months ended June 30, 2025, from $36.6 million for the three months ended June 30, 2024. The significant components of the decrease were:
Compared to the first six months of 2024, interest expense decreased $7.6 million, or 10.4%, reflecting similar trends to the quarter-over-quarter results, decreased volume and rates on borrowings.
Net Interest and Dividend Income. Net interest and dividend income on a tax equivalent basis increased $2.1 million, or 6.7%, to $33.7 million for the three months ended June 30, 2025, from $31.6 million for the three months ended June 30, 2024. The average balance of interest-earning assets and liabilities decreased $147.6 million and $144.8 million, respectively, and rate decreases on interest-bearing liabilities outpaced the decrease in the yield on interest-earning assets by 26 basis points. The net interest margin on a fully tax equivalent basis increased 21 basis points to 2.52% for the three months ended June 30, 2025, from 2.31% for three months ended June 30, 2024.
Compared to the first six months of 2024, net interest and dividend income on a tax equivalent basis increased $3.2 million, or 5.2%, to $65.7 million from $62.4 million. Net interest margin on a tax equivalent basis increased by 18 basis points to 2.46% for the six months ended June 30, 2025, from 2.28% for the six months ended June 30, 2024.
Merger Expenses. The consolidated income statement, noninterest expense, includes $1.7 million in Merger expenses. The expenses are primarily for legal and investment advisory services.
Income Tax Provision. The provision for income taxes was $2.6 million and $4.2 million for the three and six months ended June 30, 2025, compared to $2.2 million and $4.7 million for the three and six months ended June 30, 2024. The effective tax rate for three months ended June 30, 2025 and 2024 was 24.2% and 23.3%, respectively. The effective tax rate for six months ended June 30, 2025 and 2024 was 23.6% and 24.2%, respectively.
Segments. The Company has two reportable segments: HarborOne Bank and HarborOne Mortgage. Revenue from HarborOne Bank consists primarily of interest earned on loans and investment securities and service charges on deposit accounts. Revenue from HarborOne Mortgage is comprised of interest earned on loans and fees received as a result of the residential mortgage origination, sale and servicing process. Residential real estate portfolio loans are originated by HarborOne Mortgage and purchased by the Bank.
The tables below show the results of operations for the Company’s segments, HarborOne Bank and HarborOne Mortgage, for the three and six months ended June 30, 2025 and 2024, and the increase or decrease in those results:
1,808
5.8
27.9
Provision (benefit) for credit losses
124
20.2
Net interest and dividend income, after provision (benefit) for credit losses
5.5
237
7.5
Intersegment gain (loss)
129
27.8
14.9
(48)
(64.9)
2.2
(8.3)
(49)
(2.3)
Total mortgage banking income (loss)
66
18.4
280
5.9
2.1
(4)
(100.0)
225
3.1
276
Noninterest expense
446
1.6
(9.4)
1,463
837
313.5
443
19.2
177
232.9
1,020
13.5
660
345.5
2,638
4.3
136
42.5
1,677
375.2
939
18.2
284
40.6
(3.9)
(150)
(141.5)
(1,301)
(138.7)
(28)
(7.8)
(204)
(4.8)
106
23.8
(596)
(6.4)
Other noninterest income (loss)
1.5
(14)
313
2.3
(610)
(6.6)
1,224
(301)
0.3
(173)
(1,081.3)
(40)
(0.9)
(119)
(743.8)
0.6
(54)
(168.8)
HarborOne Bank Segment
Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024
Net Income. The Bank’s net income increased $1.0 million, or 13.5%, to $8.6 million for the three months ended June 30, 2025, compared to $7.5 million for the three months ended June 30, 2024. The increase in net income reflects a $1.8 million increase in net interest and dividend income, partially offset by a $446,000 increase in noninterest expense, and a $124,000 increase in provision for credit losses.
Compared to the first six months of 2024, the Bank’s net income for the six months ended June 30, 2025, increased modestly $90,000 to $14.8 million from $14.7 million. The increase in net income reflects an increase of $2.6 million, or 4.3%, in net interest and dividend income and a $313,000, or 2.3%, increase in noninterest income, partially offset by an increase in noninterest expense of $1.2 million, or 2.2%, and a $1.7 million, or 375.2%, increase in the provision for credit losses. The three and six months ended June 30, 2025, includes $641,000 in Merger expenses.
Provision for Credit Losses. The Bank recorded a provision for credit losses of $739,000 and $2.1 million for the three and six months ended June 30, 2025, respectively, and a provision for credit losses of $615,000 and $447,000 for the three and six months ended June 30, 2024, respectively. The 2025 provision for credit losses was primarily due to specific reserve allocations for commercial credits and qualitative factor adjustments partially offset by a decrease in loan balances.
Net charge-offs totaled $1.7 million, or 0.14%, of average loans outstanding on an annualized basis, for the quarter ended June 30, 2025, compared to net charge-offs of $195,000, or 0.02% for the same period in 2024. For the six months ended June 30, 2025 and 2024, net charge-offs were $10.4 million and $320,000, respectively. The charge-offs in 2025 primarily relate to two commercial credits.
Noninterest Income. Total noninterest income was $7.4 million and $13.8 for the three and six months ended June 30, 2025, compared to $7.2 million and $13.5 million for the respective prior year period.
The following table sets forth the components of noninterest income:
Intersegment loss
Secondary market loan servicing fees, net of guarantee fees
Total mortgage banking (loss)
Interchange fees
2,880
2,754
4.6
Other deposit account fees
2,538
2,469
2.8
(14.2)
100.0
0.5
Swap fee income
269
238.1
990
511
479
93.7
5,581
5,320
4.9
4,990
4,886
104
(16.1)
0.1
386
107.5
1,410
955
455
47.6
The primary reasons for the variances within the noninterest income categories shown in the preceding table are noted below:
Noninterest Expense. Total noninterest expense was $28.2 million and $56.4 million for the three and six months ended June 30, 2025, compared to $27.8 million and $55.2 million in the prior year period.
The following table sets forth the components of noninterest expense:
152
1.0
3,722
4,052
(8.1)
Data processing expenses
2,595
2,363
232
187
(44)
(23.5)
844
1,331
(487)
(36.6)
(18)
948
23.0
992
(79)
(8.0)
2,194
1,351
843
62.4
962
7,757
8,202
(445)
(5.4)
5,209
4,833
7.8
249
(2.0)
1,399
2,114
(715)
(33.8)
134
9.4
716
(86)
(10.7)
1,864
1,827
2.0
2,156
(192)
(8.9)
2,645
1,158
43.8
The primary reasons for the significant variances within the noninterest expense categories shown in the preceding table are noted below:
HarborOne Mortgage Segment
Results of Operations for the Three and Six Months ended June 30, 2025 and 2024
Net Income. HarborOne Mortgage recorded net income of $469,000 and a net loss of $22,000 for the three and six months ended June 30, 2025, compared to a net loss of $191,000 and net income of $32,000 for the respective prior year period. The HarborOne Mortgage segment’s results are heavily impacted by prevailing interest rates, refinancing activity, and home sales.
Noninterest Income. Total noninterest income was $5.0 million and $8.7 million for the three and six months ended June 30, 2025, as compared to $4.8 million and $9.3 million for the prior year period. Noninterest income is primarily from mortgage banking income, for which the following table provides further detail:
Intersegment gain
Processing, underwriting and closing fees
503
7.7
Secondary market loan servicing fees net of guarantee fees
1,625
1,710
(85)
(5.0)
Originated mortgage servicing rights included in gain on sale of mortgage loans
(406)
(94.4)
Change in 10-year Treasury Constant Maturity rate in basis points
869
786
83
10.6
3,200
3,487
(8.2)
(564)
(88.0)
(34)
The primary reasons for the significant variances in the noninterest income category shown in the preceding table are noted below:
The following tables provide additional loan production detail:
Loan
% of Total
Product Type
Conventional
122,816
69.7
117,199
67.7
Government
14,508
12,072
7.0
State Housing Agency
7,058
4,614
2.7
Jumbo
31,778
18.0
38,854
22.5
Seconds
255
176,210
172,994
Purpose
Purchase
148,875
84.5
157,767
91.2
Refinance
24,790
14.1
11,425
6.6
2,544
1.4
3,802
176,209
204,753
70.5
191,781
29,989
10.4
24,553
8.9
12,418
9,155
43,110
14.8
49,557
18.1
75
290,345
275,095
245,704
84.6
241,768
87.9
40,345
13.9
25,948
4,296
7,379
58
Noninterest Expense. Total noninterest expense was $4.8 million and $9.3 million for the three and six months ended June 30, 2025, compared to $5.3 million and $9.6 million for the respective prior year period. The following table sets forth the components of noninterest expense:
(429)
507
547
(7.3)
145.5
271
274
(41.7)
(50.0)
131
39.7
247
(71)
(22.3)
(181)
1,060
1,151
(91)
(7.9)
90.0
596
578
(21.7)
(15.0)
310
263
17.9
522
616
(94)
59
Asset Quality
The following table provides information with respect to our nonperforming assets at the dates indicated. We did not have any accruing loans past due 90 days or more at the dates presented.
Non-accrual loans:
11,160
2,204
11,419
864
Total non-accrual loans
32,703
29,463
Other real estate owned and repossessed assets:
Other repossessed assets
Total nonperforming assets
29,473
Period end allowance for credit losses balance
Period end total loan balance
Allowance for credit losses to total loans(1)
1.01
1.16
Allowance for credit losses to non-accrual loans
146.67
190.41
Total nonperforming loans to total loans (1)
0.69
0.61
Total nonperforming assets to total assets
0.58
0.51
(1) Total loans are presented before allowance for credit losses, but include deferred loan origination costs (fees), net, and the basis adjustment associated with the application of hedge accounting on certain residential real estate loans. Refer to Note 10 - Derivatives.
Credit quality has remained strong, with total nonperforming assets of $32.7 million at June 30, 2025, compared to $29.5 million at December 31, 2024, and $9.8 million at June 30, 2024. Nonperforming assets as a percentage of total assets were 0.58% at June 30, 2025, 0.51% at December 31, 2024, and 0.17% at June 30, 2024. As of June 30, 2025, classified CRE and CRE construction loans amounted to $104.0 million, and includes:
60
The commercial and industrial loan category has an $8.8 million loan to a healthcare practice that is classified as substandard with no specific reserve and on nonaccrual.
Loans to borrowers experiencing financial difficulty and modified during the three months ended June 30, 2025, was $467,000 representing residential real estate credits that were provided a rate reduction and term extension modifications. As of June 30, 2025, modified loans to borrowers experiencing financial difficulty had a current payment status. During the three and six months ended June 30, 2025, there were no loans to borrowers experiencing financial difficulty that had a payment default and were modified in the twelve months prior to the default.
Management continues to closely monitor the CRE loan portfolio for signs of deterioration given analysts’ projections of market softness over the near term due to higher vacancies and interest rates. The New England focused portfolio has limited near-term maturity risk with 75% of the loans maturing in 2027 or later. The CRE and CRE construction portfolio composition includes:
As of June 30, 2025
Risk Rating
Special
to Total
Mention
Nonaccrual
Flex/Industrial
533,156
10,307
7,550
-
Multifamily
444,154
18.7
21,924
602
Hotels
247,474
4,199
Retail
287,731
12.1
9,917
Healthcare
212,576
9.0
28,018
Office
212,125
19,872
8,792
All Other
432,878
18.3
45,904
3,715
Total CRE and CRE construction
2,370,094
62,988
95,195
Management performs comprehensive reviews and works proactively with borrowers facing financial stress and implements prudent accommodations to improve the Bank’s prospects of contractual repayment.
Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. The methodology for evaluating quantitative factors consists of two basic components. The first component involves pooling loans into portfolio segments for loans that share similar risk characteristics. A DCF methodology is used to estimate credit losses for each pooled portfolio segment. The methodology incorporates the probability of default and loss given default forecasted based on economic variable loss drivers. Management utilizes multiple economic projections and assumes these variables revert to the long-term average. Reversion towards long-term average generally begins eight quarters after the forecast start date and generally concludes within sixteen quarters of the forecast start date. The DCF methodology combines the probability of default, the loss given default, maturity date and prepayment speeds to estimate a reserve for each loan. The sum of all the loan level reserves is aggregated for each portfolio segment and a loss rate factor is derived. Quantitative loss factors for pooled loans are also supplemented by certain qualitative risk factors reflecting Management’s view of how losses may vary from those represented by quantitative loss rates.
The second component involves individually analyzed loans that do not share similar risk characteristics with loans that are pooled into portfolio segments. For loans that are individually analyzed, the ACL is measured using a DCF methodology based upon the loan’s contractual effective interest rate, or at the loan’s observable market price, or, if the loan is collateral-dependent, at the fair value of the collateral.
In estimating the ACL on loans, Management considers the sensitivity of the model and significant judgments and assumptions that could result in an amount that is materially different from Management’s estimate. Management performed a sensitivity analysis to understand the impact of hypothetical changes in qualitative loss factors on the ACL. Due to the concentration of the Bank’s ACL allocation in the total commercial portfolio, the sensitivity analysis evaluated the impact of changes to commercial loan segments. At June 30, 2025, the potential impact of changes to Management’s judgements on total commercial qualitative risk factors ranged between a $20.3 million reduction and $23.3 million increase in the ACL. This sensitivity analysis does not represent a change to Management’s judgement but rather provides a hypothetical result to assess the sensitivity of the ACL to a key input.
The ACL was $48.0 million, or 1.01% of total loans, at June 30, 2025, compared to $56.1 million, or 1.16% of total loans, at December 31, 2024. At June 30, 2025, the ACL on individually analyzed loans amounted to $1.0 million, or 0.7% of the carrying value of individually analyzed loans. At December 31, 2024, the ACL on individually analyzed loans amounted to $7.8 million, or 8.9% of the carrying value of individually analyzed loans. The ACL on unfunded commitments, included in other liabilities on the unaudited Consolidated Balance Sheets, amounted to $3.4 million at June 30, 2025, compared to $3.5 million at December 31, 2024, and $2.9 million at June 30, 2024.
The following table sets forth the breakdown of the ACL by loan category at the dates indicated:
% of
Amount to
% of Loans
in Category
to Total Loans
44.84
46.15
54.84
46.99
6.13
3.99
7.59
23.95
13.62
19.07
12.25
21.33
31.53
15.55
31.05
3.19
2.40
3.91
0.21
0.33
0.23
0.31
0.22
0.36
Total allowance for credit losses on loans
100.00
The following table sets forth net charge-offs (recoveries) and the ratio of annualized net charge-offs (recoveries) to average loans for the periods indicated:
Net Charge-
off (Recovery)
(Recoveries)
2,229,066
0.30
2,477,675
216,494
231,623
635,240
381,706
184
0.19
1,678
1,485,170
1,505,677
195,303
(0.01)
174,323
10,033
15,059
Total Consumer loans
1.06
1,714
0.14
195
2,252,338
9,984
0.89
2,467,586
(100)
229,747
226,542
620,876
356
371,793
366
10,340
0.67
266
1,490,679
1,507,556
192,517
174,704
10,263
15,618
(8)
0.72
0.62
10,383
0.43
The Company recorded a $739,000 provision for credit losses for the quarter ended June 30, 2025. The provision for loan credit losses was $355,000 and the provision for unfunded commitments was $384,000. 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, partially offset by a decrease in loan balances. During the quarter, a $1.7 million charge-off was recorded when a loan modification with a replacement borrower was resolved, resulting in a new loan recorded at fair value. Net charge-offs totaled $1.7 million and $10.4 million, or 0.14% and 0.43% of average loans outstanding on an annualized basis for the three and six months ended June 30, 2025, respectively. Net charge-offs were $195,000 and $320,000 for the three and six months ended June 30, 2024.
Management of Market Risk
The principal market risk facing the Company is interest-rate risk. The Company’s Asset/Liability Committee establishes exposure limits that govern the Company’s tolerance for interest-rate risk. The policy limits and guidelines serve as benchmarks for measuring interest-rate risk and for providing a framework for evaluation and interest-rate risk-management decision making. The Company’s primary measure of its interest-rate risk is an income simulation model and an economic value of equity analysis.
Net Interest Income Analysis. The Company uses income simulation as the primary tool for measuring interest-rate risk inherent in our balance sheet at a given point in time by showing the effect on net interest income, over specified time frames, of instantaneous parallel shifts in market rates. For simulation purposes, the Company’s balance sheet is assumed to remain static over the simulation horizon. The model results are dependent on material assumptions. These assumptions include, but are not limited to, Management’s best assessment of the effect of changing interest rates on the prepayment speeds of certain assets and liabilities, projections for account balances in each of the product lines offered and the historical behavior of deposit rates and balances in relation to changes in interest rates (deposit betas). These assumptions are inherently changeable, and as a result, the model is not expected to precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income. Actual results will differ from the simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in the balance sheet composition and market conditions. Assumptions are supported with quarterly back-testing of the model to actual market rate shifts.
The table below sets forth, as June 30, 2025 and 2024, the net interest income simulation results that estimate the impact of interest rate changes on the Company’s estimated net interest income over two years:
Change in Net Interest Income
(% change from year one base)
Changes in Interest Rates
June 30, 2024
(basis points) (1)
Year One
Year Two
+300
(10.2)
(12.0)
(14.7)
+200
(6.7)
(5.2)
(9.5)
+100
(3.3)
(3.8)
(4.4)
-100
1.9
5.4
-200
-300
3.9
(0.8)
-400
(3.7)
6.2
(1) The calculated change in net interest income assumes an instantaneous parallel shift of the yield curve.
Economic Value of Equity Analysis. The Company also uses the net present value of EVE methodology. This methodology calculates the difference between the present value of expected cash flows from assets and liabilities. The comparative scenarios assume an immediate parallel shift in the yield curve up 100, 200, 300 and 400 basis points and down 100, 200, 300 and 400 basis points.
The table below sets forth, as of June 30, 2025, the estimated changes in the EVE that would result from an instantaneous parallel shift in interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.
At June 30, 2025
EVE as a Percentage of Economic
Estimated Increase (Decrease)
Value of Assets
Estimated
in EVE
Changes in
EVE Ratio (2)
+ 400
497,792
(224,429)
(31.1)
10.2
(3.2)
+ 300
565,538
(156,683)
(2.1)
+ 200
625,733
(96,488)
(13.4)
(1.2)
+ 100
682,036
(40,185)
(5.6)
(0.4)
0
722,221
13.4
- 100
746,662
24,441
3.4
- 200
713,332
(8,889)
12.6
- 300
664,465
(57,756)
11.5
(1.9)
589,456
(132,765)
(18.4)
(3.4)
(1) Assumes instantaneous parallel changes in interest rates.
(2) EVE Ratio represents EVE divided by the economic value of assets.
The board of directors and Management review the methodology’s measurements for both net interest income and EVE on a quarterly basis to determine whether the exposure resulting from the changes in interest rates remains within established tolerance levels and develop appropriate strategies to manage this exposure.
Liquidity Management and Capital Resources
Liquidity measures the Company’s ability to meet both current and future financial obligations of a short- and long-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and amortization of securities, and borrowings from the FHLB. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, calls of investment securities and borrowed funds, and prepayments on loans are greatly influenced by general interest rates, economic conditions, and competition.
The objective of our liquidity risk management process is to manage cash flow and liquidity in an effort to provide continuous access to sufficient, reasonably priced funds. Funding requirements are impacted by loan originations and refinancings, deposit balance changes, liability issuances and settlements, and off-balance sheet funding commitments. We consider and comply with various regulatory guidelines regarding required liquidity levels and periodically monitor our liquidity position in light of the changing economic environment and customer activity. Based on periodic liquidity assessments, we may alter our asset, liability, and off-balance sheet positions. Management regularly adjusts our investments in liquid assets based upon an assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-earning deposits and securities, and (iv) the objectives of our interest-rate risk and investment policies.
We continue to focus on maintaining a strong liquidity position. We have access to immediate liquid resources in cash and cash equivalents of $203.1 million at June 30, 2025, which are primarily on deposit with the FRBB. Maturities and payments on outstanding loans and investment securities also provide a steady flow of funds. Liquidity is further enhanced by our ability to pledge loans and securities to access secured borrowings from the FHLB and FRBB. As of June 30, 2025, we had additional borrowing capacity of $693.7 million from the FHLB and $563.8 million from the FRBB based on the amount of collateral pledged. We also have additional borrowing capacity under a $25.0 million unsecured federal funds line with a correspondent bank. Potential sources of liquidity also include unpledged investment securities in our available-for-sale securities portfolio with a carrying value of $27.8 million and our ability to sell loans in the secondary market.
Our core deposits (which we define as deposits other than certificates of deposits) have historically provided us with a long-term source of stable and relatively lower cost source of funding. However, deposit inflows and outflows can vary widely and are influenced by prevailing market interest rates, competition, local and national economic conditions and fluctuations in our business customers’ own liquidity needs and may be negatively impacted by unexpected deposit withdrawals from weakness in the financial markets and industry-wide reductions in liquidity. The Company utilizes third- party brokers to obtain brokered deposits to supplement core deposit fluctuations and loan growth. At June 30, 2025, the Company had $338.8 million in brokered deposits. Additional funding is available through the issuance of long-term debt or equity.
In the ordinary course of the Company’s operations, the Company has entered into certain contractual obligations and has made other commitments to make future payments. At June 30, 2025, we had outstanding commitments to originate loans of $114.4 million and unadvanced funds on loans of $644.6 million. Certificates of deposit that are scheduled to mature within one year from June 30, 2025, totaled $1.21 billion.
The Company believes that it will be able to meet its contractual obligations as they come due through the maintenance of adequate cash levels and liquidity. Other than normal changes in the ordinary course of business, there have been no significant changes in the types of contractual obligations or amounts due since December 31, 2024.
Our ability to maintain adequate levels of liquidity is dependent on our ability to continue to maintain a strong risk profile and capital base. The Company and the Bank are subject to various regulatory capital requirements. At June 30, 2025, the Company and the Bank exceeded all regulatory capital requirements and were considered “well capitalized” under regulatory guidelines. See Note 12 of the Notes to Consolidated Financial Statements.
Non-GAAP Financial Measures and Reconciliation to GAAP
In addition to results presented in accordance with generally accepted accounting principles, this Form 10-Q contains certain non-GAAP financial measures. The Company believes that the supplemental non-GAAP information, which consists of the tangible-common-equity-to-tangible-assets ratio, is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for financial results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names.
The following table reconciles the Company’s tangible-common-equity-to-tangible-assets ratio for the periods indicated:
(dollars on thousands)
Tangible common equity:
Less: Goodwill
Less: Other intangible assets (1)
1,136
Tangible common equity
520,727
517,151
Tangible assets:
Tangible assets
5,549,655
5,726,857
Tangible common equity / tangible assets (2)
9.38
9.03
(1) Other intangible assets are core deposit intangibles.
(2) This non-GAAP ratio is total stockholders' equity less goodwill and intangible assets to total assets less goodwill and intangible assets.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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.”
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation under the supervision and with the participation of the Company’s Management, including the Company’s principal executive officer and principal financial officer, of the Company’s disclosure controls and procedures as of the period ended June 30, 2025. Based upon that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s Management including its Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosures. The Company will continue to review and document its disclosure controls and procedures and consider such changes in future evaluations of the effectiveness of such controls and procedures, as it deems appropriate.
Internal Control Over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 28, 2025 in connection with the Merger, a purported individual shareholder of the Company filed a complaint in New York state court, captioned William Johnson v. HarborOne Bancorp, Inc., et al., No. 654471/2025 (N.Y. Sup. Ct., N.Y. City.), naming as defendants the Company and certain members of the Company’s board of directors as of the date of the Merger Agreement (“Johnson”). On July 29, 2025, an additional case was filed by a purported individual shareholder of the Company in the same court against the same defendants, captioned Paul Parshall v. HarborOne Bancorp, Inc., et al., No. 654489/2025 (N.Y. Sup. Ct., N.Y. City.) (“Parshall”). The Johnson and Parshall cases, and any similar subsequently filed cases involving the Company, Eastern, their respective boards of directors, or any committee thereof and/or any of their directors or officers relating directly or indirectly to the Merger Agreement, the Merger, or any related transaction, are referred to as the “Merger Litigations.” The Merger Litigations filed to date generally allege that the proxy statement issued on Schedule 14A by the Company on June 27, 2025, is materially incomplete and misleading and assert claims for negligent misrepresentation and concealment and negligence under New York common law. The Merger Litigations seek, among other things, an injunction enjoining consummation of the Merger, rescission of the Merger, costs of the actions, including attorneys’ fees and experts’ fees and expenses, and any other relief the court may deem just and proper.
The Company believes that the Merger Litigations are without merit and that no supplemental disclosures are required under applicable law. The Company and its directors intend to vigorously defend against each Merger Litigation and any subsequently filed similar actions. It is possible additional Merger Litigations may be filed prior to consummation of the Merger. Absent new or significantly different allegations, the Company will not necessarily disclose such additional filings. The Company cannot predict the outcome of or estimate the possible loss or range of loss from the Merger Litigations. Although the results of these proceedings and claims cannot be predicted with certainty, at this time the Company does not believe the ultimate cost to resolve these matters will individually, or taken together, have a material adverse effect on the Company’s business, operating results, cash flows or financial condition.
Except as described above, we are not involved in any material pending legal proceedings as a plaintiff or a defendant other than routine legal proceedings occurring in the ordinary course of business. We are not involved in any legal proceedings the outcome of which we believe would be material to our financial condition or results of operations.
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 Company’s business, results of operations and financial condition.
The pendency of the Merger could cause disruptions in and create uncertainty surrounding the Company’s business, including affecting the Company’s relationships with the Company’s existing and future customers, suppliers and employees, which could have an adverse effect on the Company’s 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 toward the completion of the transaction, which could adversely affect the Company’s business and results of operations.
We are subject to restrictions on the conduct of the Company’s business prior to the consummation of the Merger as provided in the Merger Agreement, including, among other things, certain restrictions on the Company’s ability to acquire other businesses, sell or transfer the Company’s assets, and amend the Company’s organizational documents. These restrictions could result in the Company’s inability to respond effectively to competitive pressures, industry developments and future opportunities, retain key employees and may otherwise harm the Company’s business, results of operations and financial condition.
Because the price of Eastern common stock will fluctuate, the Company’s shareholders cannot be certain of the market value of the Stock Consideration.
Upon completion of the Merger, the shares of the Company’s common stock outstanding immediately prior to the effective time of the Merger will be converted into the right to receive, at each shareholder’s election, either the Stock Consideration or the Cash Consideration, subject to allocation procedures to ensure the total number of shares of the Company’s common stock that receive the Stock Consideration represents between 75% and 85% of the total number of shares of the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s shareholders.
The Merger cannot be completed unless the Company’s shareholders approve the Merger Agreement by the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Company’s common stock. If shareholder approval is not obtained by the Company’s 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 Company’s 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 Company’s 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 Company’s ongoing business during the pendency of the Merger, could have a material adverse effect on the Company’s businesses, financial conditions and results of operations.
Additionally, the Company’s 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 Company’s board of directors seeks another merger or business combination, the Company’s 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 Company’s operations or otherwise realize the expected benefits from the Merger, which could adversely affect Eastern’s 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 Company’s 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 Company’s operations with those of Eastern. The diversion of Management’s 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 Eastern’s ability to realize the anticipated benefits and cost savings from combining the Company’s business with Eastern’s. 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 Company’s shareholders than Eastern has offered in the Merger. The payment of the termination fee could also have a material adverse effect on the Company’s financial condition.
The Company’s 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.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Total number of
Maximum number (or
shares (or units)
approximate dollar
purchased as part
value) of shares (or
of publicly
units) that may yet be
Average price paid
announced plans or
purchased under the
Period
purchased
per share (or unit)
programs
plans or programs
April 1 to April 30, 2025
317,500
9.68
597,672
May 1 to May 31, 2025
June 1, to June 30, 2025
On May 29, 2024, the Company announced a share repurchase program to repurchase up to 2,222,568 shares of its common stock, or approximately 5% of its outstanding shares. During the second quarter of 2025, the Company repurchased 317,500 shares at an average cost of $9.68 per share in open market transactions under the share repurchase program. On April 24, 2025, the Company suspended the repurchase program following its entry into the Merger Agreement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
The exhibits listed in the Exhibit Index are included in, or incorporated by reference into, this Quarterly Report on Form 10-Q.
The following exhibits are included in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (and are numbered in accordance with Item 601 of Regulation S-K):
Exhibit No.
Description
31.1*
Certification of Chief Executive Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
31.2*
Certification of Chief Financial Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
32.1**
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Interactive data files (formatted in Inline XBRL) pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of June 30, 2025, and December 31, 2024, (ii) the Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024 (iii) the Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended June 30, 2025 and 2024, (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024, (v) the Consolidated Statements of Cash Flows for the three and six months ended June 30, 2025 and 2024, and (vi) the Notes to the unaudited Consolidated Financial Statements.
Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)
*Filed herewith
**Furnished herewith
† Management contract or compensation plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 5, 2025
By:
/s/ Joseph F. Casey
Joseph F. Casey
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Stephen W. Finocchio
Stephen W. Finocchio
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)