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 25, 2025
BERKSHIRE HILLS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
|
|
001-15781
|
|
04-3510455
|
|
(State or Other Jurisdiction)
of Incorporation)
|
|
(Commission File No.)
|
|
(I.R.S. Employer
Identification No.)
|
|
60 State Street, Boston, Massachusetts
|
|
02109
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code: (800) 773-5601, ext. 133773
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 (see General Instruction A.2. below):
☐
|
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 $0.01 per share
|
|
BHLB
|
|
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 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01 Other Events
On August 25, 2025,
Berkshire Hills Bancorp, Inc. (“Berkshire”) and Brookline Bancorp, Inc. (“Brookline”) announced that they have received the requisite regulatory approvals and waivers from the Board of Governors of the Federal Reserve System, New York State
Department of Financial Services, Massachusetts Division of Banks, and the Rhode Island Department of Business Regulation, Division of Banking necessary to complete their previously announced merger of equals (the “Merger”) , as well as the merger of
Berkshire Bank, a wholly owned subsidiary of Berkshire, Bank Rhode Island, a wholly owned subsidiary of Brookline, and PCSB Bank, a wholly owned subsidiary of Brookline, with and into Brookline Bank, a wholly owned subsidiary of Brookline, with
Brookline Bank as the surviving bank (the “Bank Mergers” and, together with the Merger, the “Proposed Transaction”). Berkshire and Brookline anticipate closing the Proposed Transaction on September 1, 2025, subject to the satisfaction of customary
closing conditions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
|
(a)
|
Financial Statements of Businesses Acquired. Not applicable.
|
|
(b)
|
Pro Forma Financial Information. Not applicable.
|
|
(c)
|
Shell Company Transactions. Not applicable.
|
|
(d)
|
Exhibits.
|
|
| |
|
|
|
|
Exhibit No.
|
Description
|
| |
|
|
| |
99.1
|
Joint press release dated August 25, 2025
|
| |
104.1
|
Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL
|
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.
| |
|
Berkshire Hills Bancorp, Inc.
|
| |
|
|
| |
|
|
|
DATE: August 25, 2025
|
By:
|
/s/ Wm. Gordon Prescott
|
| |
|
Wm. Gordon Prescott
Senior Executive Vice President, General Counsel and Corporate Secretary
|
