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

Rhea-AI Filing Summary

Nitin J. Mhatre, who identifies as President and CEO and a Director of Beacon Financial Corp [BBT], reported transactions on 08/29/2025. The filing shows 38,327 shares were acquired at a $0 price and transferred to direct ownership, increasing the reporting person’s direct holdings to 153,738 shares. On the same date the reporting person disposed of 24,907 shares at $26.13, leaving 128,831 shares held directly after that sale. The filing explains these movements reflect the vesting and transfer of restricted stock awards originally granted on January 30, 2023 (17,327 shares) and January 30, 2024 (21,000 shares), each subject to three-year cliff vesting and performance criteria that vested at 100% of target and were transferred on August 29, 2025. The Form 4 was filed by one reporting person.

Positive

• Performance-based awards vested at 100% of target, indicating the applicable performance criteria were satisfied
• Vesting resulted in direct ownership increase (acquisition of 38,327 shares transferred to direct ownership)

Negative

• Reported sale of 24,907 shares at $26.13 could be viewed as partial monetization of holdings

Insights

Financial Analyst

TL;DR: Insider received vested restricted shares and concurrently sold a portion; net direct holdings increased modestly.

The report documents the full vesting of two restricted stock awards (17,327 and 21,000 shares) granted in January 2023 and January 2024, which vested at 100% and were transferred to the executive on 08/29/2025. Simultaneously, the executive sold 24,907 shares at $26.13, leaving 128,831 shares after that sale but reflecting an increase to 153,738 when including the acquired vested shares prior to the disposition. These are routine compensation-driven transactions rather than open-market accumulation or a primary financing event. For investors, the activity signals management compensation realization rather than an operational development.

Corporate Governance Expert

TL;DR: Vesting of performance-based awards at target shows plan payouts; concurrent sale is common for liquidity.

The filing clarifies that the restricted stock awards were performance-contingent and vested at 100% of target before transfer. That outcome indicates performance criteria were met for those award cycles. The subsequent sale of a portion of shares is consistent with executives monetizing vested compensation and does not by itself imply governance issues. The Form 4 is complete in detailing grant dates, amounts, vesting structure, and transfer date; no material omissions in the reported transactions are evident.

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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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^*

Mhatre Nitin J.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		38,327(4)(5)	A	$0	153,738(3)	D
Common Stock	08/29/2025		F		24,907	D	$26.13	128,831(3)	D
Common Stock								0(3)	I	By Stock Award IV(2)
Common Stock								0	I	By Stock Award III(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, 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, 3,851 shares previously held through Stock Award III and 9,334 shares previously held through Stock Award IV have vested and are now owned directly.

4. On January 30, 2023 the reporting person was granted 17,327 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 17,327 shares of restricted stock, and were transferred to the executive on August 29, 2025.

5. On January 30, 2024 the reporting person was granted 21,000 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 21,000 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.
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FAQ

Who filed this Form 4 and what is their role at the issuer?

The reporting person is Nitin J. Mhatre, identified as President and CEO and a Director of Beacon Financial Corp [BBT].

How many shares were acquired and at what price on 08/29/2025?

The filing reports an acquisition/transfer of 38,327 shares at a reported price of $0, reflecting vested restricted stock transferred to direct ownership.

How many shares were sold and at what price on 08/29/2025?

The filing reports a disposition of 24,907 shares at $26.13 on 08/29/2025.

What grants vested to cause the transfer of shares on 08/29/2025?

Restricted stock grants dated January 30, 2023 (17,327 shares) and January 30, 2024 (21,000 shares) vested at 100% of target and were transferred on 08/29/2025.

What are the reporting person’s direct holdings after the transactions?

The filing lists 153,738 shares beneficially owned following the acquisition entry and 128,831 shares following the reported disposition (as listed in the Form 4).