Entry Into a Material Definitive Agreement. Closing of the Offering Pursuant to the Underwriting Agreement (as defined below), on August 20, 2026 (the “Closing Date”), Beacon Financial Corporation (the “Company”) completed the issuance and sale (the “Offering”) of $175,000,000 aggregate principal amount of the Company’s 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Notes were sold pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-294…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

General Counsel and Corporate Secretary — Wm. Gordon Prescott: Wm. Gordon Prescott retired and John B. Eagan was appointed as his successor.

Results of Operations and Financial Condition. On July 29, 2026, the Board of Directors of Beacon Financial Corporation (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2026. Additionally, the Company announced the approval by its Board of Directors of a regular quarterly dividend of $0.3225 per share payable on August 28, 2026 to stockholders of record on August 14, 2026. A copy of that press release is attached hereto as Exhibit 99.1 and is hereb…

Other Events. Beacon Financial Corporation (the "Company") announced that it has received notice of non-objection from the Board of Governors of the Federal Reserve for the Company’s previously announced stock repurchase program. The Board of Directors adopted the stock repurchase program, subject to receipt of regulatory non-objection, on April 29, 2026. Under the stock repurchase program, the Company may repurchase up to $50 million in total of outstanding shares of the Company’s common sto…

Results of Operations and Financial Condition. On April 29, 2026, the Board of Directors of Beacon Financial Corporation (the “Company”) issued a press release announcing its earnings for the quarter ended March 31, 2026. Additionally, the Company announced the approval by its Board of Directors of a regular quarterly dividend of $0.3225 per share payable on May 29, 2026 to stockholders of record on May 15, 2026. A copy of that press release is attached hereto as Exhibit 99.1 and is hereby in…

Results of Operations and Financial Condition. On January 28, 2026, the Board of Directors of Beacon Financial Corporation (the “Company”) issued a press release announcing its earnings for the quarter ended December 31, 2025. Additionally, the Company announced the approval by its Board of Directors of a regular quarterly dividend of $0.3225 per share payable on February 27, 2026 to stockholders of record on February 13, 2026. A copy of that press release is attached hereto as Exhibit 99.1 a…

Other Events. On October 29, 2025, the Board of Directors of Beacon Financial Corporation (the “Company”) issued a press release announcing its earnings for the quarter ended September 30, 2025. Additionally, the Company announced the approval by its Board of Directors of a regular quarterly dividend of $0.3225 per share payable on November 24, 2025 to stockholders of record on November 10, 2025. A copy of that press release is attached hereto as Exhibit 99.1 and is hereby incorporated by ref…

Changes in Registrant’s Certifying Accountant Dismissal of Independent Registered Public Accounting Firm On September 1, 2025, Beacon Financial Corporation, a Delaware corporation previously known as “Berkshire Hills Bancorp, Inc.” (the “Company”), 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 Acqu…

Director: The filing discloses the appointment of new directors and executive officers following a merger transaction, which is a standard succession and board expansion event rather than a sudden departure.

In addition, the Company assumed Brookline’s obligations with respect to Brookline’s outstanding trust preferred securities and subordinated notes, consisting of (i) $4.9 million of floating rate junior subordinated deferrable interest debenture due March 17, 2034 (the “2034 Debenture”) and (ii) $4.9 million of fixed/floating rate junior subordinated deferrable interest debentures due June 26, 2033 (the “2033 Debenture” and together with the 2034 Debenture, the “Debentures”). The supplemental…

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…

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 whi…

Other Events On August 1, 2025, Berkshire Hills Bancorp, Inc. (the “Company”) announced that its Board of Directors has approved a quarterly cash dividend of $0.18 per common share to shareholders of record at the close of business on August 14, 2025, payable on August 21, 2025. The Company posted a related news release on its Investor Relations website at ir.berkshirebank.com. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this…

Results of Operations and Financial Condition On July 24, 2025, Berkshire Hills Bancorp, Inc. (the “Company”), the holding company for Berkshire Bank (the “Bank”), announced its financial results for the second quarter ended June 30, 2025. The news release containing the financial results is included as Exhibit 99.1 and shall not be deemed “filed” for any purpose. The Company conducted a conference call/webcast on July 24, 2025, to discuss the financial results for the quarter and the Company…

Other Events On May 2, 2025, Berkshire Hills Bancorp, Inc. (the “Company”) announced that its Board of Directors has approved a quarterly cash dividend of $0.18 per common share to shareholders of record at the close of business on May 15, 2025, payable on May 29, 2025. The Company posted a related news release on its Investor Relations website at ir.berkshirebank.com. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to…

Results of Operations and Financial Condition On April 24, 2025, Berkshire Hills Bancorp, Inc. (the “Company”), the holding company for Berkshire Bank (the “Bank”), announced its financial results for the first quarter ended March 31, 2025. The news release containing the financial results is included as Exhibit 99.1 and shall not be deemed “filed” for any purpose. The Company conducted a conference call/webcast on April 24, 2025, to discuss the financial results for the quarter and provide g…

Other Events On February 7, 2025, Berkshire Hills Bancorp, Inc. (the “Company”) announced that its Board of Directors has approved a quarterly cash dividend of $0.18 per common share to shareholders of record at the close of business on February 20, 2025, payable on March 6, 2025. The Company posted a related news release on its Investor Relations website at ir.berkshirebank.com. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused thi…

Results of Operations and Financial Condition On January 30, 2025, Berkshire Hills Bancorp, Inc. (the “Company”), the holding company for Berkshire Bank (the “Bank”), announced its financial results for the fourth quarter ended December 31, 2024. The news release containing the financial results is included as Exhibit 99.1 and shall not be deemed “filed” for any purpose. The Company conducted a conference call/webcast on January 30, 2025, to discuss the financial results for the quarter and p…

Unregistered Sales of Equity Securities On December 19, 2024, Berkshire Hills Bancorp, Inc., (“Berkshire” or “the Company”), completed the previously disclosed proposed sale of $100 million in common stock issued at $29.00 per share and consisting of 3,448,275 shares. This sale was made pursuant to subscription agreements entered into in a private placement with several institutional “accredited investors” on December 16, 2024. The capital placement was priced at a 3.97% discount to the marke…

Entry into a Material Definitive Agreement On December 16, 2024, Berkshire Hills Bancorp, Inc., a Delaware corporation (“Berkshire”), Commerce Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Berkshire (“Merger Sub”), and Brookline Bancorp, Inc., a Delaware corporation (“Brookline”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub…

null — Sean Gray: The filing discloses a new employment agreement and compensation terms for Sean Gray, which is a compensatory arrangement rather than a change in management status or departure.

Other Events On December 16, 2024, Berkshire and Brookline issued a joint press release announcing that they had entered into the Merger Agreement and the Securities Purchase Agreement. A copy of the joint press release is attached as Exhibit 99.2 to this Current Report on Form 8-K. 4 Forward-Looking Statements This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, r…

The offering and sale of the Shares pursuant to the Securities Purchase Agreement are intended to be exempt under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption afforded by Section 4(2) and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws.

Other Events On November 1, 2024, Berkshire Hills Bancorp, Inc. (the “Company”) announced that its Board of Directors has approved a quarterly cash dividend of $0.18 per common share to shareholders of record at the close of business on November 14, 2024, payable on November 27, 2024. The Company posted a related news release on its Investor Relations website at ir.berkshirebank.com. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused…