Berkshire Hills (NYSE: BHLB) wins key approvals for Brookline merger of equals

Rhea-AI Filing Summary

Berkshire Hills Bancorp, Inc. reports that it and Brookline Bancorp, Inc. have received all required regulatory approvals and waivers from the Federal Reserve, New York State Department of Financial Services, Massachusetts Division of Banks, and the Rhode Island Department of Business Regulation, Division of Banking to complete their previously announced merger of equals. The banks also obtained approvals for related mergers of Berkshire Bank, Bank Rhode Island, and PCSB Bank with and into Brookline Bank, with Brookline Bank remaining as the surviving bank. The companies anticipate closing this combined transaction on September 1, 2025, subject to customary closing conditions.

Positive

• All key regulatory approvals obtained from Federal Reserve and state banking regulators for the merger of equals between Berkshire Hills Bancorp and Brookline Bancorp.
• Clear anticipated closing date of September 1, 2025 for the holding company merger and related bank mergers, subject to customary closing conditions.

Negative

• None.

Insights

Bank M&A and regulatory approvals analyst

Regulatory approvals clear the way for Berkshire–Brookline merger closing.

The key development is that Berkshire Hills Bancorp, Inc. and Brookline Bancorp, Inc. have received the necessary approvals and waivers from four banking regulators for their previously announced merger of equals. This includes consent for related bank-level mergers that will consolidate Berkshire Bank, Bank Rhode Island, and PCSB Bank into Brookline Bank, leaving Brookline Bank as the surviving institution.

Regulatory sign-off is typically the largest external hurdle for bank mergers, so this step significantly advances the transaction toward completion. Remaining risk is mainly tied to the “customary closing conditions” that still need to be satisfied, rather than new regulatory obstacles.

The companies state that they anticipate closing the combined transaction on September 1, 2025. Once completed, future company filings are likely to reflect a combined organization, with financial and operational results reported on a merged basis after that closing date.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false000110813400011081342025-08-252025-08-25

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

FAQ

What did Berkshire Hills Bancorp (BHLB) announce regarding its merger with Brookline Bancorp?

Berkshire Hills Bancorp announced that it and Brookline Bancorp have received the requisite regulatory approvals and waivers needed to complete their previously announced merger of equals, as well as the related bank mergers.

Which regulators approved the Berkshire Hills Bancorp and Brookline Bancorp merger of equals?

The merger of equals received approvals and waivers from the Board of Governors of the Federal Reserve System, the New York State Department of Financial Services, the Massachusetts Division of Banks, and the Rhode Island Department of Business Regulation, Division of Banking.

When do Berkshire Hills Bancorp and Brookline Bancorp expect their merger to close?

They anticipate closing the combined transaction on September 1, 2025, subject to the satisfaction of customary closing conditions.

What will happen to the subsidiary banks in the Berkshire Hills Bancorp and Brookline Bancorp transaction?

Berkshire Bank, Bank Rhode Island, and PCSB Bank are expected to merge with and into Brookline Bank, with Brookline Bank remaining as the surviving bank.

Is the Berkshire Hills Bancorp and Brookline Bancorp merger fully completed now?

The companies have obtained key regulatory approvals and waivers and now anticipate closing the transaction on September 1, 2025, subject to customary closing conditions being satisfied.

Where can investors find more details about the Berkshire Hills Bancorp and Brookline Bancorp merger update?

Additional details are provided in a joint press release dated August 25, 2025, which is attached as an exhibit to the report.