Beacon Financial Corp S-3ASR, filed Mar 4, 2026

Beacon Financial Corp (BBT)

S-3ASR 2026-03-04

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	Delaware			04-3510455
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐ Emerging growth company ☐

	Page
ABOUT THIS PROSPECTUS		2
WHERE YOU CAN FIND MORE INFORMATION		3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		5
RISK FACTORS		7
BEACON FINANCIAL CORPORATION		8
USE OF PROCEEDS		9
THE SECURITIES WE MAY OFFER		10
DESCRIPTION OF COMMON STOCK		11
DESCRIPTION OF PREFERRED STOCK		14
DESCRIPTION OF DEBT SECURITIES		16
DESCRIPTION OF DEPOSITARY SHARES		23
DESCRIPTION OF WARRANTS		26
DESCRIPTION OF PURCHASE CONTRACTS		27
DESCRIPTION OF UNITS		28
DESCRIPTION OF SUBSCRIPTION RIGHTS		29
GLOBAL SECURITIES		30
PLAN OF DISTRIBUTION		32
SELLING SECURITYHOLDERS		35
LEGAL OPINION		35
EXPERTS		35

Filing Fee – Securities and Exchange Commission	$	(1)
Accounting fees and expenses		(2)
Legal fees and expenses		(2)
Printing and EDGAR fees		(2)
Miscellaneous expenses		(2)
Total expenses	$	(2)

Item 16			Exhibits
1.1			Form of Underwriting Agreement for any offering of securities*
3.1			Amended and Restated Certificate of Incorporation of Beacon Financial Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on September 2, 2025)
3.2			Amended and Restated Bylaws of Beacon Financial Corporation (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on September 2, 2025)
4.1			Indenture, dated June 30, 2022, between Berkshire Hills Bancorp, Inc. and Wilmington Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on June 30, 2022)
4.2			First Supplemental Indenture, dated June 30, 2022, between Berkshire Hills Bancorp, Inc. and Wilmington Trust National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on June 30, 2022)
4.3			Form of 5.50% Fixed-to-Floating Rate Subordinated Notes due 2032 (included in Exhibit 4.2)
4.4			Subordinated Indenture, dated as of September 16, 2014, between Brookline Bancorp, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of Brookline Bancorp, Inc.’s Current Report on Form 8-K filed on September 17, 2014) (File No. 000-23695))
4.5			First Supplemental Indenture, dated as of September 16, 2014, between Brookline Bancorp, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 of Brookline Bancorp, Inc.’s Current Report on Form 8-K filed on September 17, 2014) (File No. 000-23695))
4.6			Second Supplemental Indenture, dated as of September 1, 2025, by and among U.S. Bank Trust Company, National Association, as Trustee, Berkshire Hills Bancorp, Inc. and Brookline Bancorp, Inc. (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on September 2, 2025)
4.7			Form of Indenture for Senior Debt Securities
4.8			Form of Note for Senior Debt Securities*
4.9			Form of Indenture for Subordinated Debt Securities

Item 16			Exhibits
4.10			Form of Note for Subordinated Debt Securities*
4.11			Form of Warrant Agreement*
4.12			Form of Warrant Certificate*
4.13			Form of Depositary Agreement*
4.14			Form of Depositary Receipt*
4.15			Form of Unit Agreement*
4.16			Form of Purchase Contract Agreement*
4.17			Specimen Common Stock Certificate (incorporated by reference to the Exhibits contained in the Registration Statement on Form S-1, filed with the Securities and Exchange Commission on March 10, 2000)
4.18			Certificate of Designations of the Series B Non-Voting Preferred Stock (incorporated by refence to the Exhibits to the Form 8-K as filed on October 16, 2017)
4.19			Form of Certificate of Designation for series of Preferred Stock*
4.20			Form of Preferred Stock Certificate*
5.1			Opinion of Covington & Burling LLP
23.1			Consent of Covington & Burling LLP (included in Exhibit 5.1)
23.2			Consent of KPMG LLP
24.1			Power of Attorney of certain officers and directors of Beacon Financial Corporation (included on the signature pages herewith)
25.1			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, under the Indenture for Senior Debt Securities**
25.2			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, under the Indenture for Subordinated Debt Securities**
107			Filing Fee Table

Signature	Title	Date
/s/ Paul A. Perrault Paul A. Perrault	Director, President and Chief Executive Officer (Principal Executive Officer)	March 4, 2026
/s/ Carl M. Carlson Carl M. Carlson	Chief Financial Officer (Principal Financial and Principal Accounting Officer)	March 4, 2026
/s/ David M. Brunelle David M. Brunelle	Chairperson	March 4, 2026
/s/ Margaret Boles Fitzgerald Margaret Boles Fitzgerald	Director	March 4, 2026
/s/ Mary Anne Callahan Mary Anne Callahan	Director	March 4, 2026
/s/ Joanne B. Chang Joanne B. Chang	Director	March 4, 2026
/s/ Nina A. Charnley Nina A. Charnley	Director	March 4, 2026
/s/ Mihir A. Desai Mihir A. Desai	Director	March 4, 2026
/s/ Willard I. Hill, Jr. Willard I. Hill, Jr.	Director	March 4, 2026

ARTICLE 1 DEFINITIONS		1

Section 1.01	Definitions of Terms	1

ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES		4

Section 2.01	Designation and Terms of Securities	4
Section 2.02	Form of Securities and Trustee’s Certificate	6
Section 2.03	Denominations: Provisions for Payment	6
Section 2.04	Execution and Authentications	7
Section 2.05	Registration of Transfer and Exchange	8
Section 2.06	Temporary Securities	9
Section 2.07	Mutilated, Destroyed, Lost or Stolen Securities	9
Section 2.08	Cancellation	10
Section 2.09	Benefits of Indenture	10
Section 2.10	Authenticating Agent	10
Section 2.11	Global Securities	10

ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS		11

Section 3.01	Redemption	11
Section 3.02	Notice of Redemption	11
Section 3.03	Payment Upon Redemption	12
Section 3.04	Sinking Fund	12
Section 3.05	Satisfaction of Sinking Fund Payments with Securities	13
Section 3.06	Redemption of Securities for Sinking Fund	13

ARTICLE 4 COVENANTS		13

Section 4.01	Payment of Principal, Premium and Interest	13
Section 4.02	Maintenance of Office or Agency	13
Section 4.03	Paying Agents	14
Section 4.04	Appointment to Fill Vacancy in Office of Trustee	14
Section 4.05	Compliance with Consolidation Provisions	15

ARTICLE 5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE		15

Section 5.01	Company to Furnish Trustee Names and Addresses of Securityholders	15
Section 5.02	Preservation Of Information; Communications With Securityholders	15
Section 5.03	Reports by the Company	15
Section 5.04	Reports by the Trustee	16

ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT		16

Section 6.01	Events of Default	16
Section 6.02	Collection of Indebtedness and Suits for Enforcement by Trustee	17
Section 6.03	Application of Moneys Collected	18
Section 6.04	Limitation on Suits	19
Section 6.05	Rights and Remedies Cumulative; Delay or Omission Not Waiver	19
Section 6.06	Control by Securityholders	19
Section 6.07	Undertaking to Pay Costs	20

ARTICLE 7 CONCERNING THE TRUSTEE		20

Section 7.01	Certain Duties and Responsibilities of Trustee	20
Section 7.02	Certain Rights of Trustee	21
Section 7.03	Trustee Not Responsible for Recitals or Issuance or Securities	22
Section 7.04	May Hold Securities	22
Section 7.05	Moneys Held in Trust	22
Section 7.06	Compensation and Reimbursement	23
Section 7.07	Reliance on Officer’s Certificate or Opinion of Counsel	23
Section 7.08	Disqualification; Conflicting Interests	23
Section 7.09	Corporate Trustee Required; Eligibility	23
Section 7.10	Resignation and Removal; Appointment of Successor	24
Section 7.11	Acceptance of Appointment By Successor	25
Section 7.12	Merger, Conversion, Consolidation or Succession to Business	25
Section 7.13	Preferential Collection of Claims Against the Company	26
Section 7.14	Notice of Default	26

ARTICLE 8 CONCERNING THE SECURITYHOLDERS		26

Section 8.01	Evidence of Action by Securityholders	26
Section 8.02	Proof of Execution by Securityholders	26
Section 8.03	Who May be Deemed Owners	27
Section 8.04	Certain Securities Owned by Company Disregarded	27
Section 8.05	Actions Binding on Future Securityholders	27

ARTICLE 9 SUPPLEMENTAL INDENTURES		27

Section 9.01	Supplemental Indentures Without the Consent of Securityholders	27
Section 9.02	Supplemental Indentures With Consent of Securityholders	28
Section 9.03	Effect of Supplemental Indentures	29
Section 9.04	Securities Affected by Supplemental Indentures	29
Section 9.05	Execution of Supplemental Indentures	29

ARTICLE 10 SUCCESSOR ENTITY		30

Section 10.01	Company May Consolidate, Etc.	30
Section 10.02	Successor Entity Substituted	30

ARTICLE 11 SATISFACTION AND DISCHARGE		30

Section 11.01	Satisfaction and Discharge of Indenture	30
Section 11.02	Discharge of Obligations	31
Section 11.03	Deposited Moneys to be Held in Trust	31
Section 11.04	Payment of Moneys Held by Paying Agents	31
Section 11.05	Repayment to Company	31

ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS		31

Section 12.01	No Recourse	31

ARTICLE 13 MISCELLANEOUS PROVISIONS		32

Section 13.01	Effect on Successors and Assigns	32
Section 13.02	Actions by Successor	32
Section 13.03	Surrender of Company Powers	32
Section 13.04	Notices	32
Section 13.05	Governing Law; Jury Trial Waiver	32
Section 13.06	Treatment of Securities as Debt	33
Section 13.07	Certificates and Opinions as to Conditions Precedent	33
Section 13.08	Payments on Business Days	33
Section 13.09	Conflict with Trust Indenture Act	33
Section 13.10	Counterparts	33
Section 13.11	Separability	33
Section 13.12	Compliance Certificates	34
Section 13.13	USA PATRIOT ACT	34
Section 13.14	Calculations	34

TRUST INDENTURE ACT CROSS-REFERENCE TABLE		36

BEACON FINANCIAL CORPORATION, as Issuer

By:
Name:
Title:

[TRUSTEE], as Trustee

By:
Name:
Title:

Section of Trust Indenture Act of 1939, as amended		Section of Indenture
310(a)		7.09
310(b)		7.08 7.10
310(c)		Inapplicable
311(a)		7.13
311(b)		7.13
311(c)		Inapplicable
312(a)		5.01 5.02(a)
312(b)		5.02(c)
312(c)		5.02(c)
313(a)		5.04(a)
313(b)		5.04(b)
313(c)		5.04(a) 5.04(b)
313(d)		5.04(c)
314(a)		5.03 13.12
314(b)		Inapplicable
314(c)		13.07(a)
314(d)		Inapplicable
314(e)		13.07(b)
314(f)		Inapplicable
315(a)		7.01(a) 7.01(b)
315(b)		7.14
315(c)		7.01(a)
315(d)		7.01(b)
315(e)		6.07
316(a)		6.06 8.04
316(b)		6.04
316(c)		8.01
317(a)		6.02
317(b)		4.03
318(a)		13.09

BEACON FINANCIAL CORPORATION, as Issuer

By:
Name:
Title:

[TRUSTEE], as Trustee

By:
Name:
Title:

	Very truly yours,

	/s/ Covington & Burling LLP
	Covington & Burling LLP