bbt-20260402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

Beacon Financial Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 2, 2026

Dear Stockholder,

I am pleased to invite you to the Beacon Financial Corporation 2026 Annual Meeting of Stockholders (the "Annual Meeting") which will be held by means of remote communication at 11:00 a.m., Eastern Time, on May 13, 2026. To attend the Annual Meeting please visit: www.virtualshareholdermeeting.com/BBT2026.

As many of you are aware, 2025 was a transformative year as we completed the merger of equals between Berkshire Hills Bancorp, Inc. and Brookline Bancorp Inc. to form Beacon Financial Corporation and its subsidiary Beacon Bank & Trust. On September 1, 2025, Brookline Bancorp, Inc. and Berkshire Hills Bancorp, Inc. completed a previously announced merger of equals (the "Merger"). Concurrent with the Merger, Berkshire Hills Bancorp, Inc. was renamed Beacon Financial Corporation. Along with the Merger, our legacy banks - Berkshire Bank, Bank Rhode Island, and PCSB Bank - merged into Brookline Bank, which was renamed Beacon Bank & Trust, more commonly known as Beacon Bank. The Beacon Bank name was carefully selected to reflected the shared vision of our Company. A beacon represents guidance, strength, and a promise of stability—core principles that our legacy companies have upheld for generations. While our name may have changed, our commitment to our customers and communities remains constant.

The Bank is now one of the top 100 largest banks in the United States with over $23 billion in total assets, approximately 2,000 employees and more than 145 branches and commercial centers across New England and New York. The merger was a critical step forward in our long-term strategy and creates opportunities for improved performance, better efficiency and expanded growth. Our colleagues look forward to continuing to serve you for many years to come.

As in prior years, we are making proxy materials for the Annual Meeting available to our stockholders primarily through the Internet. We encourage you to read our Proxy Statement and Annual Report on Form 10-K, which comprise this year’s proxy materials.

Whether or not you plan to attend the Annual Meeting and regardless of the number of shares you own, it is important that your shares be represented. Please vote your shares at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials. You may revoke your proxy at any time before it is exercised as further explained in the Proxy Statement.

On behalf of the Board of Directors and our colleagues, we thank you for your continued support.


Sincerely,

Paul A. Perrault
President and Chief Executive Officer

131 Clarendon Street, Boston, Massachusetts 02116

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are invited to attend the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Beacon Financial Corporation (the "Company") to be held by means of remote communication on Wednesday, May 13, 2026 at 11:00 a.m., Eastern Time, for the following purposes, as more fully described in the attached proxy statement (the “Proxy Statement”):


	Proposal	Board Recommendation
1.	To elect the sixteen director nominees named in the Proxy Statement, each to serve for a term of office expiring at the 2027 Annual Meeting of Stockholders, or until his or her respective successor is duly elected and qualified.	For each nominee
2.	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.	For
3.	To approve, on a non-binding advisory basis, the compensation of our named executive officers ("say on pay").	For

4.	To transact such further business as may properly come before the Annual Meeting, or any adjournment or postponement thereof. Please note that at this time we are not aware of any such business.

The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and our stockholders. For the reasons set forth in this Proxy Statement, the Board of Directors unanimously recommends that you vote "FOR" each nominee named in the Proxy Statement and "FOR" each of the other proposals to be presented at the Annual Meeting.

Stockholders of record on March 20, 2026 (the "Record Date"), may attend the Annual Meeting by going to www.virtualshareholdermeeting.com/BBT2026 and entering the 16-digit control number included on their proxy card.

As in prior years, we are making the proxy materials for the Annual Meeting available to our stockholders primarily via the Internet to expedite your receipt of proxy materials, lower the cost of the Annual Meeting, and help conserve natural resources. On April 2, 2026, we will send to our stockholders (other than those who have previously requested electronic or paper delivery of the proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and our 2025 Annual Report on Form 10-K, along with instructions on how to vote via the Internet or by telephone. Commencing ten days after the mailing of the Notice of Internet Availability of Proxy Materials, a proxy card will be mailed to stockholders of record.

Only stockholders of record as of the close of business on the Record Date are entitled to receive notice of, to attend, and to vote at the Annual Meeting. In accordance with Delaware law, for ten days prior to the Annual Meeting, a list of those registered stockholders entitled to vote at the Annual Meeting will be available for inspection in the office of the Corporate Secretary, Beacon Financial Corporation, 131 Clarendon Street, Boston, Massachusetts 02116. The list will also be available at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials. You may revoke

your proxy at any time before the Annual Meeting. Please refer to the General Information section of the Proxy Statement for additional information.


Sincerely,

Wm. Gordon Prescott
General Counsel and Corporate Secretary
Boston, Massachusetts
April 2, 2026

Table of Contents


			Page
General Information			1

Proposal 1: Election of Directors			7

Role of the Board; Corporate Governance Matters			16

Security Ownership of Certain Beneficial Owners, Directors and Management			25

Director Compensation			29

Executive Officers			31

Compensation Discussion and Analysis			34

Compensation Committee Report			47

Named Executive Officer Compensation			48

Audit Committee Report			66

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm			67

Proposal 3: Advisory (Non-Binding) Vote on Executive Compensation ("Say-on-Pay")			69



Stockholder Proposals for 202 7 Annual Meeting			70

Other Matters			70

Miscellaneous			70


Director	Age	Position	Director Since
David M. Brunelle	55	Chairman	2017
Mary Anne Callahan	63	Director	2023
Joanne B. Chang*	56	Director	2025
Nina A. Charnley	70	Director	2021
Mihir A. Desai	57	Director	2022
Margaret Boles Fitzgerald*	70	Director	2025
Willard I. Hill, Jr.*	70	Director	2025
Thomas J. Hollister*	71	Director	2025
William H. Hughes III	62	Director	2019
Sylvia Maxfield	67	Director	2020
Bogdan Nowak*	62	Director	2025
John M. Pereira*	69	Director	2025
Paul A. Perrault*	74	President and Chief Executive Officer, Director	2025
Karyn Polito	59	Director	2023
Eric S. Rosengren	68	Director	2023
Merrill W. Sherman*	77	Director	2025


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS

SEC Form DEF 14A filed by Beacon Financial Corporation