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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 17, 2026
BEACON FINANCIAL CORPORATION
(Exact name of registrant as specified in its
charter)
| Delaware |
001-15781 |
04-3510455 |
(State
or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
131 Clarendon Street
Boston, Massachusetts 02116
(Address of Principal Executive Offices) (Zip Code)
(617) 425-4600
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value of $0.01 per share |
|
BBT |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 1.01. 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. 333-294016) (the
“Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on March 4,
2026 and became effective automatically upon filing, a base prospectus included as part of the Registration Statement, a preliminary prospectus
supplement, dated August 17, 2026, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act, a pricing term sheet, dated
August 17, 2026, filed with the SEC as a free writing prospectus pursuant to Rule 433 under the Securities Act, and a final prospectus
supplement, dated August 17, 2026, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act.
The Notes have been issued under the Subordinated Indenture, dated
as of August 20, 2026 (the “Subordinated Indenture”), between the Company and U.S. Bank Trust Company, National Association,
as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of August 20, 2026 (the “First
Supplemental Indenture,” and, together with the Subordinated Indenture, the “Indenture”).
The Notes are the Company’s unsecured, subordinated obligations.
Unless earlier redeemed, the Notes will mature on September 1, 2036. From and including the date of issuance to, but excluding, September
1, 2031 or any earlier redemption date, the Notes will bear interest at a fixed annual interest rate equal to 6.25%, payable semi-annually
in arrears on each March 1 and September 1, commencing on March 1, 2027. From and including September 1, 2031 to,
but excluding, the maturity date or the date of earlier redemption, the interest rate will reset quarterly to an annual interest rate
equal to a benchmark rate (expected to be Three-Month Term SOFR) plus a spread of 215 basis points (2.15%), payable quarterly in arrears
on each March 1, June 1, September 1, and December 1, beginning on December 1, 2031.
The Notes are unsecured and rank subordinate and junior, to the extent
and in the manner set forth in the Indenture, in right of payment and upon liquidation to all of the Company’s existing and future
senior indebtedness, whether secured or unsecured. The Notes rank equally among themselves and with all of the Company’s other subordinated
unsecured indebtedness the terms of which provide that such indebtedness is not superior in right of payment to the Notes. The Notes are
intended to qualify (subject to applicable limitations) as Tier 2 capital under applicable capital regulations, guidance and interpretations
of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Notes rank senior in right of payment
and upon liquidation to the Company’s outstanding junior subordinated debentures underlying its outstanding trust preferred securities.
Because the Company is a holding company, the Notes are also effectively subordinated to all existing and future indebtedness, deposits
and other liabilities of the Bank and the Company’s other subsidiaries.
The Company may, at its option, beginning with the interest payment
date of September 1, 2031, and on any date thereafter, redeem the Notes, in whole at any time or in part from time to time, subject
to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve,
at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding,
the date of redemption.
The Company may also redeem the Notes at any time prior to their maturity,
including prior to September 1, 2031, in whole, but not in part, subject to obtaining the prior approval of the Federal Reserve to
the extent such approval is then required under the rules of the Federal Reserve, upon the occurrence of a “Tax Event” or
a “Tier 2 Capital Event,” as described in the Indenture, or upon the Company becoming required to register as an investment
company pursuant to the Investment Company Act of 1940, as amended, in each case at a redemption price equal to 100% of the principal
amount of the Notes plus accrued and unpaid interest to, but excluding, the date of redemption.
Payment of principal on the Notes may be accelerated in the case of
certain events of bankruptcy or insolvency involving the Company or Beacon Bank & Trust (the “Bank”). There is no automatic
acceleration or right of acceleration in the case of default in the payment of interest on the Notes or in the performance of any of the
other obligations under the Notes or the Indenture.
The foregoing summary of the terms of the Indenture and the Notes does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Subordinated Indenture, the First
Supplemental Indenture and the form of the Notes, which are included herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated
herein by reference.
Underwriting Agreement
In connection with the Offering, on August 17, 2026, the Company
and the Bank entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods,
Inc. and Piper Sandler & Co., as representatives of the several underwriters named therein (the “Underwriters”), pursuant
to which, subject to the satisfaction of the conditions set forth therein, the Company agreed to sell, and the Underwriters agreed to
purchase, the Notes. The Company estimates that the net proceeds of the Offering were approximately $171.8 million, after deducting the
underwriting discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering,
together with cash on hand, if needed, to redeem the 2029 Notes (as defined below), plus accrued interest, and for general corporate purposes.
The Company made certain customary representations, warranties and
covenants in the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against
certain liabilities, including liabilities related to the Registration Statement, the preliminary prospectus supplement, the final prospectus
supplement and any free writing prospectus used by the Company.
The foregoing summary of the terms of the Underwriting Agreement does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is
included herewith as Exhibit 1.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference
into this Item 2.03.
Item 8.01. Other Events.
On August 14, 2026, the Company delivered a company order to the Trustee,
instructing the Trustee to deliver a redemption notice on August 14, 2026 (the “Redemption Notice”) to each holder of the
Company’s outstanding $75 million aggregate principal amount of 6.0% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2029
Notes”) assumed from Brookline Bancorp, Inc. (“Brookline”) in connection with the Company’s merger of equals with
Brookline that closed on September 1, 2025.
Pursuant to the terms of the 2029 Notes, on September 15, 2026 (the
“Redemption Date”), the Company will redeem the 2029 Notes in full at a redemption price of 100% of the principal amount plus
accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”). Interest on the 2029 Notes will
cease to accrue on and after the Redemption Date, and no 2029 Notes will remain outstanding following the redemption.
Item 9.01. Financial Statements and Exhibits.
| 1.1 |
Underwriting Agreement, dated as of August 17, 2026, by and among Beacon Financial Corporation, Beacon Bank & Trust, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co., as representatives of the several underwriters named therein. |
| 4.1 |
Subordinated Indenture, dated as of August 20, 2026, by and between Beacon Financial Corporation and U.S. Bank Trust Company, National Association. |
| 4.2 |
First Supplemental Indenture, dated as of August 20, 2026, by and between Beacon Financial Corporation and U.S. Bank Trust Company, National Association. |
| 4.3 |
Form of 6.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (included in Exhibit 4.2). |
| 5.1 |
Opinion of Covington & Burling LLP. |
| 23.1 |
Consent of Covington & Burling LLP (included in Exhibit 5.1). |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 |
| |
|
| |
By: |
/s/ Carl M. Carlson |
| |
|
Carl M. Carlson |
| |
|
Chief Financial & Strategy Officer |
| |
|
|
| |
Date: |
August 20, 2026 |
