Berkshire Hills Bancorp Insider Filing: 5,902 Restricted Shares Vest

Rhea-AI Filing Summary

Prescott Wm Gordon reported receipt of 5,902 shares of common stock that were transferred to him on August 29, 2025, at no cash price as vested restricted stock. After the transfers, he beneficially owns 28,584 shares directly. The 5,902 shares reflect vesting of two prior restricted stock grants: 2,668 shares granted January 30, 2023, and 3,234 shares granted January 30, 2024, each subject to three-year cliff vesting and performance criteria and both vested at 100% of target. The filing also shows indirect holdings: 2,644 shares held in a 401(k) and 1,310 shares held in an IRA. The form was signed by an attorney-in-fact on September 3, 2025.

Positive

• 5,902 restricted shares vested and were transferred, reflecting performance at 100% of target
• Direct beneficial ownership increased to 28,584 shares, aligning the reporting person with shareholder interests
• Vesting followed plan terms under the 2022 Equity Compensation Plan, demonstrating predictable compensation governance

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive restricted stock vesting increased the insider's direct holdings by 5,902 shares, a non-cash compensation event.

The filing documents the transfer of 5,902 shares to the reporting person from performance-based restricted stock grants that vested at target. This is compensation-related equity conversion, not an open-market purchase or sale, and thus has no immediate cash flow impact for the issuer. The increase in direct ownership to 28,584 shares marginally strengthens insider alignment with shareholders but does not, on its own, indicate a material change to ownership concentration.

Corporate Governance Expert

TL;DR: Vesting of performance-restricted awards is a routine governance outcome reflecting plan terms and achieved targets.

The notes clarify the shares vested per the 2022 Equity Compensation Plan and were transferred after meeting performance criteria. Such disclosures satisfy Section 16 reporting and provide transparency on executive compensation outcomes. No departures, option exercises, or related-party transactions are disclosed; the activity is consistent with standard equity incentive governance practices.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Prescott Wm Gordon

(Last) (First) (Middle)

131 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Beacon Financial Corp [ BBT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/29/2025		A		5,902(4)(5)	A	$0	28,584(3)	D
Common Stock								0(3)	I	By Stock Award IX(2)
Common Stock								0(3)	I	By Stock Award VIII(1)
Common Stock								2,644(6)	I	By 401(k)
Common Stock								1,310(6)	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2022 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2024.

2. Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2022 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2025.

3. Since the reporting person's last report, 593 shares previously held through Stock Award VIII and 1,438 shares previously held through Stock Award IX have vested and are now owned directly.

4. On January 30, 2023 the reporting person was granted 2,668 shares of restricted stock subject to a three-year cliff vesting schedule and subject to the satisfaction of certain performance criteria. The shares vested at 100% of target, resulting in the vesting of 2,668 shares of restricted stock, and were transferred to the executive on August 29, 2025.

5. On January 30, 2024 the reporting person was granted 3,234 shares of restricted stock subject to a three-year cliff vesting schedule and subject to the satisfaction of certain performance criteria. The shares vested at 100% of target, resulting in the vesting of 3,234 shares of restricted stock, and were transferred to the executive on August 29, 2025.

6. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Marc Levy, pursuant to power of attorney	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What shares did Prescott Wm Gordon receive according to the Form 4?

He received 5,902 shares of common stock transferred on August 29, 2025 as vested restricted stock.

How many shares does Prescott Wm Gordon beneficially own after the reported transaction?

The filing reports 28,584 shares beneficially owned following the transaction.

Why did the 5,902 shares vest and transfer to the executive?

They vested because restricted stock grants from January 30, 2023 (2,668 shares) and January 30, 2024 (3,234 shares) reached their three-year cliff vesting schedules and met performance criteria at 100% of target.

Are there any indirect holdings reported for the reporting person?

Yes. The filing shows 2,644 shares held via a 401(k) and 1,310 shares held via an IRA as indirect holdings.

Was cash paid for the transferred shares?

No. The transaction is reported with a price of $0, indicating a transfer on vesting rather than a cash purchase.