Beacon Financial Corp. Files 8-K with Multiple Corporate Events

TL;DR

Beacon Financial Corp. dropped an 8-K detailing asset deals, new debt, potential delisting notice, and exec changes. Big day for $BCON.

AI Summary

Beacon Financial Corp. filed an 8-K on September 2, 2025, reporting several significant events. These include the completion of an acquisition or disposition of assets, the creation of a direct financial obligation, notice of potential delisting or failure to meet listing standards, changes in directors or officers, amendments to its articles of incorporation or bylaws, and other events. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Beacon Financial Corp., including potential M&A activity, financial obligations, and governance changes, which could impact its stock performance and operational structure.

Risk Assessment

Risk Level: medium — The filing mentions potential delisting and creation of financial obligations, which introduces uncertainty and potential financial risk.

Key Players & Entities

• Beacon Financial Corp. (company) — Filer of the 8-K
• 0001108134 (company) — Central Index Key for Beacon Financial Corp.
• 001-15781 (company) — SEC File Number for Beacon Financial Corp.
• Berkshire Hills Bancorp Inc (company) — Former company name for Beacon Financial Corp.

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 Par Value BBT New York Stock Exchan
• $75.0 million — the Holdco Merger, the Company assumed $75.0 million of 6.000% Fixed-to-Floating Rate Subord
• $4.9 million — d subordinated notes, consisting of (i) $4.9 million of floating rate junior subordinated de
• $4.9 million — 7, 2034 (the "2034 Debenture") and (ii) $4.9 million of fixed/floating rate junior subordina
• $0 — ed as shares of common stock, par value $0.01, and 2,000,000 shares are designated
• $120,000 — In 2023, these lease payments exceeded $120,000 annually for the first time and are ant
• $175,495 — sequent years. In 2024, this amount was $175,495. Each of David M. Brunelle, Mary Anne

Filing Documents

• tm2524397d1_8k.htm (8-K) — 67KB
• tm2524397d1_ex3-1.htm (EX-3.1) — 85KB
• tm2524397d1_ex3-2.htm (EX-3.2) — 30KB
• tm2524397d1_ex4-3.htm (EX-4.3) — 28KB
• tm2524397d1_ex10-1.htm (EX-10.1) — 28KB
• tm2524397d1_ex10-2.htm (EX-10.2) — 28KB
• tm2524397d1_ex99-1.htm (EX-99.1) — 10KB
• image_001.jpg (GRAPHIC) — 36KB
• 0001104659-25-086043.txt ( ) — 553KB
• bbt-20250901.xsd (EX-101.SCH) — 3KB
• bbt-20250901_lab.xml (EX-101.LAB) — 34KB
• bbt-20250901_pre.xml (EX-101.PRE) — 22KB
• tm2524397d1_8k_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets On September 1, 2025, Beacon Financial Corporation, a Delaware corporation previously known as "Berkshire Hills Bancorp, Inc." (the "Company" or "Beacon Financial"), completed its previously announced merger of equals transaction with Brookline Bancorp, Inc., a Delaware corporation ("Brookline"), pursuant to the Agreement and Plan of Merger, dated as of December 16, 2024, by and among the Company, Commerce Acquisition Sub, Inc. and Brookline (the "Merger Agreement"). On September 1, 2025, Commerce Acquisition Sub, Inc. merged with and into Brookline (the "Merger"), immediately followed by the merger of Brookline with and into the Company (the "Holdco Merger"), with the Company as the resulting corporation. The Company also changed its name from "Berkshire Hills Bancorp, Inc." to "Beacon Financial Corporation." Immediately following the closing of the Holdco Merger, the Company changed its New York Stock Exchange ticker symbol for its common stock, par value $0.01 per share (the "Company Common Stock"), from "BHLB" to "BBT." Immediately following the closing of the Holdco Merger, the Company had approximately 84,272,242 shares of common stock outstanding. Pursuant to the terms of the Merger Agreement, as of the closing of the Holdco Merger, each share of Brookline common stock, par value $0.01 per share, was converted into the right to receive 0.42 shares (the "Exchange Ratio") of Company Common Stock, with cash to be paid in lieu of fractional shares. Each previously outstanding share of Company Common Stock remained outstanding and was unaffected by the Merger. Immediately following the Holdco Merger, Berkshire Bank, a wholly owned subsidiary of the Company, Bank Rhode Island, a wholly owned subsidiary of Brookline, and PCSB Bank, a wholly owned subsidiary of Brookline, each merged with and into Brookline Bank, a wholly owned subsidiary of Brookline, with Brookline Bank as the surviving bank (the "Ban

01 Material Modifications of Rights of Security Holders

Item 3.01 Material Modifications of Rights of Security Holders In connection with the consummation of the Holdco Merger, the Company filed a Certificate of Merger with the Delaware Secretary of State (the "Certificate of Merger"). As of the closing of the Holdco Merger, the Certificate of Merger effected several amendments to the Certificate of Incorporation of the Company, including to increase the total number of authorized shares of the Company's capital stock from 102,000,000 to 202,000,000, of which 200,000,000 shares are designated as shares of common stock, par value $0.01, and 2,000,000 shares are designated as shares of preferred stock, par value $0.01. A description of the Company's capital stock is included in the joint proxy statement/prospectus filed by the Company with the Securities and Exchange Commission on April 8, 2025 (the "Joint Proxy Statement/Prospectus") in the section entitled "Description of Berkshire Capital Stock" and is incorporated by reference into this Item 3.01. The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Directors As of the closing of the Transaction, Beacon Financial increased the size of its Board of Directors to 16 members and each of Joanne B. Chang, Margaret Boles Fitzgerald, Willard I. Hill, Jr., Thomas J. Hollister, Bogdan Nowak, John M. Pereira, Paul A. Perrault and Merrill W. Sherman (collectively the "Legacy Brookline Directors") were appointed to serve as directors of Beacon Financial. There are no arrangements between the Legacy Brookline Directors and any other person pursuant to which the Legacy Brookline Directors were selected as directors. There are no transactions in which any Legacy Brookline Director has an interest requiring disclosure under Item 404(a) of R

03 Amendments to Amended and Restated Certificate of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Amended and Restated Certificate of Incorporation or Bylaws; Change in Fiscal Year As of the closing of the Holdco Merger, pursuant to the Merger Agreement, the filing of the Certificate of Merger effected several amendments to the Certificate of Incorporation of the Company, including changing the name of the Company to "Beacon Financial Corporation" and increasing the number of shares of authorized capital stock of the Company. The information set forth under Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. Additionally, as of the closing of the Holdco Merger, the Company's Bylaws were amended. Pursuant to the Merger Agreement, the amendment to the Amended and Restated Bylaws (the "Bylaws Amendment") effect the following corporate governance arrangements: Composition of the Board of Directors . The boards of directors of the Beacon Financial and Beacon Bank each are comprised of 16 directors, with eight directors designated by each of Berkshire (which will include David M. Brunelle) and Brookline (which will include Paul A. Perrault). As of the closing of the Mergers, (i) David M. Brunelle will serve as the Chairman of the board of directors of the surviving corporation and of the board of directors of the surviving bank for a term of two years (assuming Mr. Brunelle is elected for a second term), and (ii) Paul A. Perrault will serve as the President and Chief Executive Officer of the surviving corporation and a member of the board of directors of the surviving corporation and the board of directors of the surviving bank for a term of two years (assuming Mr. Perrault is elected for a second term). Executive Management . In addition to Mr. Perrault, the senior executive officers of Beacon Financial and Beacon Bank are (in alphabetical order) (i) Carl M. Carlson who will serve as Chief Financial and Strategy Officer; (ii) Jacqueline Courtwright who will serve as Chief Human Resources Officer

01 Other Events

Item 8.01 Other Events As noted above, in connection with the Merger, the Company changed its name from "Berkshire Hills Bancorp, Inc." to "Beacon Financial Corporation." The Company's Common Stock will continue to trade on the New York Stock Exchange, but its ticker symbol changed from "BHLB" to "BBT" effective September 1, 2025. The Company's common stock certificates that were outstanding immediately before the closing of the Holdco Merger are not affected by the name change; they continue to be valid and do not need to be exchanged. On September 2, 2025, the Company issued a press release announcing the completion of the Transaction. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial The information required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information. The information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed. (c) Shell company transactions. None. (d) Exhibits. 2.1 Agreement and Plan of Merger, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., Commerce Acquisition Sub, Inc., and Brookline Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to Berkshire Hills, Inc.'s Current Report on Form 8-K, as filed on December 16, 2024 (File No. 001-15781)) 3.1 Certificate of Merger, dated September 1, 2025 (including amendments to the Certificate of Incorporation of Beacon Financial Corporation) 3.2 Amendment to the Amended and Restated Bylaws of Beacon Financial Corporation 4.1 Subordinated Indenture, dated as of September 16, 2014, between Brookline Bancorp, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of Brookline Bancorp, Inc.'s Current Report on Form 8-K filed on September 17, 2014) (File No. 000-23695)) 4.2 First Supplemental Indenture, dated as of September 16, 2014, between Brookline Bancorp, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of Brookline Bancorp, Inc.'s Current Report on Form 8-K filed on September 17, 2014) (File No. 000-23695)) 4.3 Second Supplemental Indenture, dated as of September 1, 2025, by and among U.S. Bank Trust Company, National Association, as Trustee, Berkshire Hills Bancorp, Inc. and Brookline Bancorp, Inc. 10.1 Retention Agreement, dated as of December 15, 2024, by and among Berkshire Hills Banc

SIGNATURES

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, hereunto duly authorized. BEACON FINANCIAL CORPORATION DATE: September 2, 2025 By: /s/ Wm. Gordon Prescott Wm. Gordon Prescott General Counsel and Corporate Secretary

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View this 8-K filing on SEC EDGAR