Berkshire Hills Exec Reports 8,950-Share Vesting, Disposes 4,371 Shares

Rhea-AI Filing Summary

Reporting person: James Cannon Brown, SEVP and Head of Commercial Banking, reported changes in his beneficial ownership of the issuer's common stock.

On 08/29/2025 8,950 restricted shares (granted 01/30/2024 subject to a three-year cliff and performance criteria) vested and were transferred to him at $0 (reflecting vesting). Also on 08/29/2025 he disposed of 4,371 shares at $26.13, leaving him with 13,072 shares beneficially owned following the reported transactions. The filing notes that 3,978 shares from a prior stock award vested and became direct holdings.

Positive

• 8,950 restricted shares vested and were transferred to the reporting person, converting award holdings into direct ownership
• 3,978 shares from a prior stock award vested and are now directly owned, increasing transparency of ownership

Negative

• 4,371 shares were disposed of at $26.13, reducing the reporting person's direct holdings to 13,072 shares

Insights

Securities Analyst

TL;DR: Executive received a sizable restricted-stock vesting and sold a portion, modest net change in direct holdings.

The Form 4 shows an executive-level officer realized vesting of 8,950 restricted shares that were transferred upon satisfaction of vesting conditions, and concurrently recorded a disposition of 4,371 shares at $26.13. Net effect reduced indirect/award holdings and increased direct ownership by shares that vested (3,978 previously held awards moved to direct ownership). These are routine compensation-related transactions rather than open-market opportunistic trades tied to new material company information.

Corporate Governance Expert

TL;DR: Transactions align with equity-compensation plan vesting schedules and include a routine sale by the reporting person.

The disclosure references awards under the company equity plan with multi-year vesting and performance criteria; the reported vesting at target and subsequent transfer is consistent with standard executive compensation administration. The sale of 4,371 shares at $26.13 reduced the reporting person's post-transaction holdings to 13,072 shares. No indication of abnormal trading patterns or related-party transactions is provided in the filing.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

Brown James Cannon

(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)
	SEVP-Head of Comm'l Banking

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		8,950(3)	A	$0	17,443(2)	D
Common Stock	08/29/2025		F		4,371	D	$26.13	13,072(2)	D
Common Stock								0(2)	I	By Stock Award II(1)

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, 2025.

2. Since the reporting person's last report, 3,978 shares previously held through Stock Award II have vested and are now owned directly.

3. On January 30, 2024 the reporting person was granted 8,950 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 8,950 shares of restricted stock, and were transferred to the executive on August 29, 2025.

	/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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did James Cannon Brown report for the issuer?

He reported vesting and transfer of 8,950 restricted shares and a disposition of 4,371 shares at $26.13 on 08/29/2025.

How many shares does the reporting person beneficially own after these transactions?

The filing reports 13,072 shares beneficially owned following the reported transactions.

Were the vested shares subject to performance or time-based conditions?

Yes. The 8,950 restricted shares were granted on 01/30/2024 with a three-year cliff vesting schedule and were subject to certain performance criteria; they vested at 100% of target.

Did any previously awarded shares vest as part of this filing?

Yes. 3,978 shares previously held through Stock Award II vested since the last report and are now owned directly.

Under what plan were the stock awards granted?

The awards vest pursuant to the Berkshire Hills Bancorp, Inc. 2022 Equity Compensation Plan, as stated in the filing.