Amendment: Beacon Financial Corporation filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
On September 2, 2025, Beacon Financial Corporation, previously known as “Berkshire Hills Bancorp, Inc.”, a Delaware corporation, (the “Company” or “Beacon Financial”) filed a Current Report on Form 8-K (the “Initial Filing”) to report that on September 1, 2025, the Company completed its the 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”). Pursuant to the Merger Agreement, 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” and collectively with the Merger, the “Mergers”), 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 Mergers, the Company changed its New York Stock Exchange ticker symbol for its common stock, par value $0.01 per share, from “BHLB” to “BBT.”
This Amendment No. 1 to the Initial Filing (the “Amendment”) is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.
The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that Brookline and Berkshire would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Merger. The pro forma financial information combines the historical consolidated financial position and results of operations of Brookline and Berkshire as a reverse acquisition of Berkshire by Brookline.
Except as described above, no other changes have been made to the Initial Filing.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Business Acquired.
The historical audited consolidated financial statements of Brookline for the years ended December 31, 2024 and 2023, are filed as Exhibit 99.1 hereto and incorporated by reference into this Item 9.01(a).
The historical unaudited interim financial statements of Brookline for the six months ended June 30, 2025, are filed as Exhibit 99.2 hereto and incorporated by reference into this Item 9.01(a).
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K are attached hereto as Exhibit 99.3 and incorporated herein by reference into this Item 9.01(b).
The unaudited pro forma combined condensed consolidated financial information giving effect to the Mergers is furnished under this Item 9.01(b) as Exhibit 99.3 attached hereto, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability of such section, nor shall be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Exchange Act the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 17, 2025 | BEACON FINANCIAL CORPORATION | |
| By: | /s/ Carl M. Carlson | |
| Carl M. Carlson | ||
| Chief Financial & Strategy Officer | ||