BBT · Beacon Financial Corp · Financials

(a) Pursuant to the terms hereof and Sections 201 and 301 of the Base Indenture, the Company hereby creates a series of Securities designated as the “6.25% Fixed-to-Floating Rate Subordinated Notes due September 1, 2036,” which are referred to herein as the 2036 Notes, and have the CUSIP number 084680AC1, which 2036 Notes shall be deemed “Securities” for all purposes under the Base Indenture and shall have the terms set forth in the Base Indenture, as amended and supplemented by this First Supplemental Indenture.

Issuer evidence: THIS FIRST SUPPLEMENTAL INDENTURE (“**First Supplemental Indenture**”), dated as of August 20, 2026, between Beacon Financial Corporation, a Delaware corporation (the “**Company**”), and U.S. Bank Trust Company, National Association, a national banking association, not in its individual capacity but solely as trustee (“**Trustee**”).

Supporting evidence: Section 3.02 Maturity. The date upon which the 2036 Notes shall become due and payable at final maturity, together with any accrued and unpaid interest then owing, is September 1, 2036 (the “**Stated Maturity Date**”), unless such 2036 Notes shall have been redeemed in full prior to such date pursuant to Article 4 hereof.

Supporting evidence: (a) The 2036 Notes will bear interest (i) at an initial rate of 6.25% per annum, payable semi-annually in arrears on March 1 and September 1 of each year (each, a “**Fixed Rate Interest Payment Date**”), commencing on March 1, 2027, from and including the date of issuance to but excluding September 1, 2031 (the “**First Reset Date**”) and (ii) from and including the First Reset Date (the “**Floating Rate Period**”) at an annual floating rate equal to the then-current Three-Month Term SOFR or such other Benchmark, as determined by the Calculation Agent at the Reference Time for the applicable Interest Period, plus a spread of 215 basis points, payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year to but excluding the Stated Maturity Date or earlier redemption date (each, a “**Floating Rate Interest Payment Date**,” and together with the Fixed Rate Interest Payment Dates, the “**Interest Payment Dates**”), commencing on December 1, 2031. The Calculation Agent will provide the Company and the Trustee (if not the Calculation Agent) with the interest rate in effect during each Floating Rate Period on the 2036 Notes promptly after the Reference Time (or such other date of determination for the applicable Benchmark). Notwithstanding the foregoing, if Three-Month Term SOFR (or other applicable Benchmark) is less than zero, then Three-Month Term SOFR (or other such Benchmark) shall be deemed to be zero. The determination of Three-Month Term SOFR for each relevant Interest Period by the Calculation Agent will (in the absence of manifest error) be final and binding. The Calculation Agent’s calculation of the floating interest rate for each Interest Period during the Floating Rate Period will be maintained on file at the Calculation Agent’s principal offices, and will be provided to the Trustee (to the extent that the Calculation Agent is not the Trustee). Interest on the 2036 Notes will accrue from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the date of issuance of the 2036 Notes, if no interest has previously been paid or duly provided for with respect to any of the 2036 Notes) to but excluding the applicable Interest Payment Date, the Stated Maturity Date, or the Redemption Date (each, an “**Interest Period**”).

Supporting evidence: (a) Pursuant to the terms hereof and Sections 201 and 301 of the Base Indenture, the Company hereby creates a series of Securities designated as the “6.25% Fixed-to-Floating Rate Subordinated Notes due September 1, 2036,” which are referred to herein as the 2036 Notes, and have the CUSIP number 084680AC1, which 2036 Notes shall be deemed “Securities” for all purposes under the Base Indenture and shall have the terms set forth in the Base Indenture, as amended and supplemented by this First Supplemental Indenture.

Supporting evidence: **WHEREAS**, the issuance and sale of a new series of Securities of the Company designated as its 6.25% Fixed-to-Floating Rate Subordinated Notes due September 1, 2036 (the “**2036 Notes**”) have been authorized by resolutions adopted by the Board of Directors of the Company;