secwatch / observer
8-K filed September 2, 2025, 7:59 PM ET ticker BBT CIK 0001108134
M&A confidence high sentiment neutral materiality 0.90

Beacon Financial completes merger of equals with Brookline Bancorp; combined assets $24B

Beacon Financial Corp

Machine-readable event card

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0001108134
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Beacon Financial Corp
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2025-09-02T23:59:59+00:00
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Source-grounded claims

1df3ed5f4b5394284297dd737223797761fc8ea6

Beacon Financial Corp incurred senior notes of $4,900,000 with Brookline Bancorp at Fixed/floating rate maturing June 26, 2033.

ompletes Merger of Equals between Berkshire Hills Bancorp and Brookline Bancorp Boston, September 2, 2025 – Beacon Financial Corporation, Inc. (NYSE: BBT) today announced the completion of the merger of equals between Berkshire Hills

SEC 8-K Item 2.03/2.04 confidence 0.95 SEC evidence

98683cb71357ca23b7f2abbaa6b815188e5f88ae

Beacon Financial Corp incurred senior notes of $4,900,000 with Brookline Bancorp at Floating rate maturing March 17, 2034.

In addition, the Company assumed Brookline’s obligations with respect to Brookline’s outstanding trust preferred securities and subordinated notes, consisting of (i) $4.9 million of floating rate junior subordinated deferrable interest debenture due March 17, 2034 (the “2034 Debenture”)

SEC 8-K Item 2.03/2.04 confidence 0.95 SEC evidence

9a75342e407e24938e0af2fd607ae5e9d9e1fcfa

Beacon Financial Corp incurred senior notes of $75,000,000 with Brookline Bancorp at 6.000% Fixed-to-Floating Rate maturing September 15, 2029.

In connection with the Holdco Merger, the Company assumed $75.0 million of 6.000% Fixed-to-Floating Rate Subordinated Debentures due September 15, 2029 (the “Notes”) of Brookline.

SEC 8-K Item 2.03/2.04 confidence 0.95 SEC evidence

a03ddde36044f2c5e81af214f80e418cced4b4dd

Beacon Financial Corp: Amended certificate of incorporation to change company name to 'Beacon Financial Corporation' and increase authorized capital stock.

As of the closing of the Holdco Merger, pursuant to the Merger Agreement, the filing of the Certificate of Merger effected several amendments to the Certificate of Incorporation of the Company, including changing the name of the Company to "Beacon Financial Corporation" and increasing the number of shares of authorized capital stock of the Company.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

f5df6b548673db234c37cd910e2260392e8e596d

Beacon Financial Corp: Amended bylaws to set board composition with 16 directors, designate chairman and CEO for two-year terms, specify executive officers, require two-thirds vote to remove certain officers or approve a merger, clarify stockholder meeting and advance notice provisions.

Pursuant to the Merger Agreement, the amendment to the Amended and Restated Bylaws (the "Bylaws Amendment") effect the following corporate governance arrangements: · Composition of the Board of Directors . The boards of directors of the Beacon Financial and Beacon Bank each are comprised of 16 directors, with eight directors designated by each of Berkshire (which will include David M. Brunelle) and Brookline (which will include Paul A. Perrault).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

ff28ab169b90bf145d6ed0b04ff0129714f10177

Beacon Financial Corp completed an acquisition involving Brookline Bancorp, Inc. for each share of Brookline common stock ... was converted into the right to receive 0.42 shares of Company Common Stock (closed 2025-09-01).

terms of the Merger Agreement, as of the closing of the Holdco Merger, each share of Brookline common stock, par value $0.01 per share, was converted into the right to receive 0.42 shares (the “Exchange Ratio”) of Company Common Stock, with cash to be paid in lieu of fractional shares. Each previously outstanding share of Company Common Stock remained

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

CECO

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CECO ENVIRONMENTAL CORP June 1, 2026, 9:16 AM ET m_and_a Items 2.01, 2.03, 5.02, 5.03, 7.01, 9.01

same fact type: debt_financing, governance_change, ma_transaction same SEC item: 2.01, 2.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

ompletes Merger of Equals between Berkshire Hills Bancorp and Brookline Bancorp Boston, September 2, 2025 – Beacon Financial Corporation, Inc. (NYSE: BBT) today announced the completion of the merger of equals between Berkshire Hills

Comparable filing

and (ii) approximately $290 million borrowed under the revolving credit facility thereunder (the "Revolving Facility"

Filing page SEC filing

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

As of the closing of the Holdco Merger, pursuant to the Merger Agreement, the filing of the Certificate of Merger effected several amendments to the Certificate of Incorporation of the Company, including changing the name of the Company to "Beacon Financial Corporation" and increasing the number of shares of authorized capital stock of the Company.

Comparable filing

Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.

Filing page SEC filing

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OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: debt_financing, ma_transaction same SEC item: 2.01, 2.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

ompletes Merger of Equals between Berkshire Hills Bancorp and Brookline Bancorp Boston, September 2, 2025 – Beacon Financial Corporation, Inc. (NYSE: BBT) today announced the completion of the merger of equals between Berkshire Hills

Comparable filing

$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032

Filing page SEC filing

Enviri II Corp

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Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: debt_financing, governance_change, ma_transaction same SEC item: 2.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

ompletes Merger of Equals between Berkshire Hills Bancorp and Brookline Bancorp Boston, September 2, 2025 – Beacon Financial Corporation, Inc. (NYSE: BBT) today announced the completion of the merger of equals between Berkshire Hills

Comparable filing

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

Filing page SEC filing

AMWD

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AMERICAN WOODMARK CORP May 28, 2026, 9:17 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

As of the closing of the Holdco Merger, pursuant to the Merger Agreement, the filing of the Certificate of Merger effected several amendments to the Certificate of Incorporation of the Company, including changing the name of the Company to "Beacon Financial Corporation" and increasing the number of shares of authorized capital stock of the Company.

Comparable filing

the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.

Filing page SEC filing

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 2.03, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

As of the closing of the Holdco Merger, pursuant to the Merger Agreement, the filing of the Certificate of Merger effected several amendments to the Certificate of Incorporation of the Company, including changing the name of the Company to "Beacon Financial Corporation" and increasing the number of shares of authorized capital stock of the Company.

Comparable filing

On May 26, 2026, in connection with the closing of the Acquisition, the Company filed a Certificate of Designation of Series D Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges and restrictions of the Series D Preferred Stock.

Filing page SEC filing

MCW

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same fact type: ma_transaction same SEC item: 2.01, 2.03, 3.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

terms of the Merger Agreement, as of the closing of the Holdco Merger, each share of Brookline common stock, par value $0.01 per share, was converted into the right to receive 0.42 shares (the “Exchange Ratio”) of Company Common Stock, with cash to be paid in lieu of fractional shares. Each previously outstanding share of Company Common Stock remained

Comparable filing

Report on Form 8-K is incorporated by reference into this Item 1.01. In connection with the consummation of the Merger, on May 19, 2026, Borrower entered into Amendment No. 7 (the “ Amendment ”) to its existing Amended and Restated First Lien Credit Agreement, dated as of May 14, 2019, by and among Borrower, Hotshine IntermediateCo, Inc., the other

Filing page SEC filing

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

As of the closing of the Holdco Merger, pursuant to the Merger Agreement, the filing of the Certificate of Merger effected several amendments to the Certificate of Incorporation of the Company, including changing the name of the Company to "Beacon Financial Corporation" and increasing the number of shares of authorized capital stock of the Company.

Comparable filing

On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.

Filing page SEC filing

Source: SEC EDGAR
accession 0001104659-25-086043

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