[Form 4] Berkshire Hills Bancorp, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sean Gray, listed as Chief Operations Officer and a director, reported transactions in Beacon Financial Corp [BBT] on 08/29/2025. Restricted stock awards granted on 01/30/2023 (9,882 shares) and 01/30/2024 (11,890 shares) vested at 100% and were transferred to Mr. Gray on 08/29/2025, resulting in a 21,772-share acquisition reported at $0 and increasing his direct beneficial ownership to 137,330 shares. The filing also reports a sale of 13,589 shares at $26.13, leaving 123,741 shares directly owned. Additional holdings include 2,762 shares via a 401(k). The form is signed by Marc Levy pursuant to power of attorney on 09/03/2025.

Positive

• 21,772 shares vested and transferred from restricted stock awards, reflecting achievement of performance criteria at 100% of target
• Direct beneficial ownership remains substantial at 123,741 shares after the reported sale
• Vesting details are disclosed (grant dates 01/30/2023 and 01/30/2024), improving transparency

Negative

• 13,589 shares were sold at $26.13, reducing direct ownership from 137,330 to 123,741 shares
• Materiality of sale relative to total holdings unclear because the filing does not state total outstanding shares or percent ownership

Insights

Securities Analyst

TL;DR: Insider received vested awards and executed a partial sale on the same date, modestly reducing direct holdings.

The filing shows vesting of two restricted stock grants that together transferred 21,772 shares to the reporting person and a contemporaneous open-market sale of 13,589 shares at $26.13. Net effect is an increase in total shares received from awards with a partial disposition reducing direct holdings to 123,741 shares. This is a routine mix of compensation vesting and liquidity-taking rather than a clear signal of material corporate change.

Corporate Governance Expert

TL;DR: Grants vested at target and were promptly transferred; a portion was sold, consistent with executive compensation realization.

Two time- and performance-based restricted stock awards vested at 100% of target per the explanation and were transferred to the executive on the same date. The separate sale of 13,589 shares appears as a personal liquidity action. The submission was executed by power of attorney, which is standard for timely reporting. No disclosures here indicate governance concerns or extraordinary insider activity beyond normal compensation vesting and subsequent sale.

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^*

Gray Sean

(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)
	Chief Operations Officer

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		21,772(4)(5)	A	$0	137,330(3)	D
Common Stock	08/29/2025		F		13,589	D	$26.13	123,741(3)	D
Common Stock								0(3)	I	By Stock Award XIX(2)
Common Stock								0(3)	I	By Stock Award XVII(1)
Common Stock								2,762(6)	I	By 401(k)

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, 2,196 shares previously held through Stock Award XVIII and 5,285 shares previously held through Stock Award XIX have vested and are now owned directly.

4. On January 30, 2023 the reporting person was granted 9,882 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 9,882 shares of restricted stock, and were transferred to the executive on August 29, 2025.

5. On January 30, 2024 the reporting person was granted 11,890 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 11,890 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 transactions did Sean Gray report for Beacon Financial Corp (BBT)?

On 08/29/2025 Mr. Gray had 21,772 shares vest and transfer to him from restricted stock awards and reported a sale of 13,589 shares at $26.13.

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

The filing reports 123,741 shares directly owned following the reported transactions and 2,762 shares held indirectly via a 401(k).

Why were 21,772 shares reported as acquired at $0?

Those shares represent restricted stock awards that vested at 100% of target and were transferred to the reporting person on 08/29/2025, so no purchase price was paid on transfer.

Were the vested awards performance-based or time-based?

The 9,882-share award granted 01/30/2023 and the 11,890-share award granted 01/30/2024 were restricted stock subject to a three-year cliff vesting schedule and performance criteria; both vested at 100% of target.

Who signed the Form 4 filing?

The form was signed by Marc Levy pursuant to power of attorney on 09/03/2025.