{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-086043","form_type":"8-K","ticker":"BBT","cik":"0001108134","company_name":"Beacon Financial Corp","filed_at":"2025-09-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.358871+00:00","generated_at":"2026-05-17T08:43:51.827858+00:00","sec_items":["2.01","2.03","3.01","5.03","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Beacon Financial completes merger of equals with Brookline Bancorp; combined assets $24B","bullets":["Merger effective Sept 1, 2025; combined company has ~$24B in assets, 145+ branches, and $3B AUM.","New ticker symbol 'BBT' on NYSE; name changed from Berkshire Hills Bancorp to Beacon Financial.","Board expanded to 16 members; Paul A. Perrault named CEO; David M. Brunelle elected Board Chair.","Assumed $75M 6.00% subordinated notes due 2029 and $9.8M junior subordinated debentures.","Bank subsidiaries merged into Brookline Bank, renamed Beacon Bank & Trust; systems integration targeted Q1 2026."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-086043","json":"https://secwatch.observer/filing/0001104659-25-086043.json","markdown":"https://secwatch.observer/filing/0001104659-25-086043.md","text":"https://secwatch.observer/filing/0001104659-25-086043.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/tm2524397d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T08:43:51.827858+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1df3ed5f4b5394284297dd737223797761fc8ea6","claim":"Beacon Financial Corp incurred senior notes of $4,900,000 with Brookline Bancorp at Fixed/floating rate maturing June 26, 2033.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","confidence":0.95},{"claim_id":"98683cb71357ca23b7f2abbaa6b815188e5f88ae","claim":"Beacon Financial Corp incurred senior notes of $4,900,000 with Brookline Bancorp at Floating rate maturing March 17, 2034.","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","confidence":0.95},{"claim_id":"9a75342e407e24938e0af2fd607ae5e9d9e1fcfa","claim":"Beacon Financial Corp incurred senior notes of $75,000,000 with Brookline Bancorp at 6.000% Fixed-to-Floating Rate maturing September 15, 2029.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","confidence":0.95},{"claim_id":"a03ddde36044f2c5e81af214f80e418cced4b4dd","claim":"Beacon Financial Corp: Amended certificate of incorporation to change company name to 'Beacon Financial Corporation' and increase authorized capital stock.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","confidence":0.9},{"claim_id":"f5df6b548673db234c37cd910e2260392e8e596d","claim":"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.","evidence_excerpt":"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).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","confidence":0.9},{"claim_id":"ff28ab169b90bf145d6ed0b04ff0129714f10177","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-068661","ticker":"CECO","company_name":"CECO ENVIRONMENTAL CORP","filed_at":"2026-06-01T13:16:29+00:00","headline":"CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash","event_type":"m_and_a","sec_items":["2.01","2.03","5.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068661","json":"https://secwatch.observer/filing/0001104659-26-068661.json","markdown":"https://secwatch.observer/filing/0001104659-26-068661.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/tm2616015d2_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"ompletes Merger of Equals between Berkshire Hills Bancorp and Brookline Bancorp Boston, September 2,\n2025 – Beacon Financial Corporation, Inc. (NYSE: BBT) today announced the completion of the merger of equals between Berkshire Hills","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","comparable_excerpt":"and (ii) approximately $290 million borrowed under the revolving credit facility thereunder (the \"Revolving Facility\"","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm"}},{"accession":"0001104659-26-066981","ticker":null,"company_name":"Veris Residential, L.P.","filed_at":"2026-05-27T20:44:11+00:00","headline":"Veris Residential taken private in $3.5B all-cash acquisition by Affinius Capital consortium","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-066981","json":"https://secwatch.observer/filing/0001104659-26-066981.json","markdown":"https://secwatch.observer/filing/0001104659-26-066981.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/924901/000110465926066981/tm2615596d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"ompletes Merger of Equals between Berkshire Hills Bancorp and Brookline Bancorp Boston, September 2,\n2025 – Beacon Financial Corporation, Inc. (NYSE: BBT) today announced the completion of the merger of equals between Berkshire Hills","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","comparable_excerpt":"$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"ompletes Merger of Equals between Berkshire Hills Bancorp and Brookline Bancorp Boston, September 2,\n2025 – Beacon Financial Corporation, Inc. (NYSE: BBT) today announced the completion of the merger of equals between Berkshire Hills","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","comparable_excerpt":"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”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-243155","ticker":"AMWD","company_name":"AMERICAN WOODMARK CORP","filed_at":"2026-05-28T13:17:49+00:00","headline":"American Woodmark completes merger with MasterBrand; shareholders receive 5.150 MBC shares per share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-243155","json":"https://secwatch.observer/filing/0001193125-26-243155.json","markdown":"https://secwatch.observer/filing/0001193125-26-243155.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/d50625d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm"}},{"accession":"0001213900-26-061792","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","filed_at":"2026-05-28T12:30:18+00:00","headline":"Olenox acquires CS Digital for $30M upfront; launches gas-powered data center platform","event_type":"m_and_a","sec_items":["1.01","5.03","2.01","2.03","3.02","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061792","json":"https://secwatch.observer/filing/0001213900-26-061792.json","markdown":"https://secwatch.observer/filing/0001213900-26-061792.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/ea0292420-8k_olenox.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm"}},{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001193125-26-251765","ticker":"FFIC","company_name":"FLUSHING FINANCIAL CORP","filed_at":"2026-06-01T21:21:30+00:00","headline":"OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251765","json":"https://secwatch.observer/filing/0001193125-26-251765.json","markdown":"https://secwatch.observer/filing/0001193125-26-251765.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"terms of the Merger Agreement,\nas of the closing of the Holdco Merger, each share of Brookline common stock, par value $0.01 per share, was converted into the right\nto receive 0.42 shares (the “Exchange Ratio”) of Company Common Stock, with cash to be paid in lieu of fractional shares.\nEach previously outstanding share of Company Common Stock remained","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108134/000110465925086043/0001104659-25-086043-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}