Financial Performance - The Company reported a net loss of $(50.2) million, or $(0.57) per share, for the three months ended September 30, 2025, a decrease of $70.4 million from the previous year [274]. - Operating earnings after tax for the three months ended September 30, 2025, were $38,473 thousand, up from $20,142 thousand in 2024 [285]. - Reported pretax income for the three months ended September 30, 2025, was $(71,873) thousand, compared to $26,748 thousand for the same period in 2024 [285]. - The annualized return on average assets was (1.32)% for the three months ended September 30, 2025, compared to 0.70% for the same period in 2024 [276]. - Non-interest income for the three months ended September 30, 2025, increased by $5.997 million, or 94.5%, to $12.345 million compared to the same period in 2024 [411]. Asset and Liability Management - Total assets increased by $10.9 billion to $22.8 billion as of September 30, 2025, primarily due to assets assumed in the Merger [264]. - Total loans and leases rose by $8.5 billion to $18.2 billion as of September 30, 2025, with commercial loan portfolios representing 77.5% of total loans [265]. - Total deposits increased by $10.0 billion to $18.9 billion as of September 30, 2025, with core deposits totaling $12.8 billion, or 67.9% of total deposits [268]. - Total stockholders' equity as of September 30, 2025, was $2,414,996 thousand, compared to $1,230,362 thousand in 2024 [288]. - Total borrowed funds decreased by $439.3 million to $1.1 billion as of September 30, 2025, from $1.5 billion as of December 31, 2024 [269]. Credit Quality - Nonperforming assets totaled $102.0 million, or 0.45% of total assets, as of September 30, 2025, compared to $70.5 million, or 0.59% of total assets, as of December 31, 2024 [270]. - The allowance for loan and lease losses to total loans and leases ratio was 1.39% as of September 30, 2025, compared to 1.28% as of December 31, 2024 [271]. - The total allowance for loan and lease losses was $253.735 million as of September 30, 2025, with a total allowance as a percentage of total loans and leases at 1.39% [326]. - Loans and leases greater than 90 days past due and accruing increased to $23.6 million as of September 30, 2025, from $0.8 million as of December 31, 2024 [320]. - The Company had $678.3 million in criticized assets as of September 30, 2025, an increase of $425.6 million from $252.7 million as of December 31, 2024, primarily due to the Berkshire Bank merger [314]. Interest Income and Margin - The Company's net interest income increased by $49.6 million to $132.6 million for the three months ended September 30, 2025, compared to $83.0 million for the same period in 2024 [377]. - The net interest margin improved to 3.72% for the three months ended September 30, 2025, up from 3.07% for the same period in 2024 [388]. - The yield on interest-earning assets increased to 6.10% for the three months ended September 30, 2025, compared to 5.93% for the same period in 2024 [381]. - Total interest income from loans and leases was $198.3 million for the three months ended September 30, 2025, representing a yield of 6.34%, compared to $149.6 million and a yield of 6.17% for the same period in 2024 [396]. - The cost of interest-bearing liabilities decreased by 61 basis points to 3.06% for the three months ended September 30, 2025, down from 3.67% in the same period in 2024 [383]. Capital and Regulatory Compliance - The Company's common equity Tier 1 capital ratio was 10.44% as of September 30, 2025, compared to 10.46% as of December 31, 2024 [272]. - The total risk-based capital ratio for the Company was 12.45% as of September 30, 2025, exceeding the minimum requirement of 8% [435]. - The Company reported a Tier 1 leverage capital ratio of 13.32% as of September 30, 2025, well above the minimum required ratio of 4% [435]. - The Company and the Bank exceeded all regulatory capital requirements as of September 30, 2025, with a common equity Tier 1 capital ratio of 10.44%, significantly above the minimum required ratio of 4.5% [433]. - The Company maintained a capital conservation buffer of 2.5% above the minimum risk-based capital requirements, ensuring compliance with regulatory standards [433]. Deposits and Funding - Total deposits as a percentage of total assets was 82.8% as of September 30, 2025, compared to 74.8% as of December 31, 2024 [346]. - Core deposits rose by $6.7 billion, with the ratio of Core deposits to total deposits decreasing to 67.9% as of September 30, 2025, from 69.1% as of December 31, 2024 [347]. - Brokered deposits increased by $36.9 million to $905.9 million as of September 30, 2025, but decreased as a percentage of total deposits to 4.8% from 9.8% [349]. - The Company had uninsured municipal deposits requiring collateral of $263.3 million as of September 30, 2025 [354]. - Total deposits reached $18.9 billion as of September 30, 2025, representing 94.6% of total funding [424].

Financial Performance - Beacon Financial Corporation reported a net loss of $(56.3) million, or $(0.64) per basic share, for Q3 2025, compared to net income of $22.0 million in Q2 2025[2]. - The net loss for Q3 2025 was $56,262,000, a decline from a net income of $20,142,000 in Q3 2024, reflecting a negative shift in profitability[33]. - Basic earnings per share for Q3 2025 was $(0.64), a decline from $0.25 in Q2 2025, indicating a negative trend in earnings performance[38]. - Reported pretax loss for Q3 2025 was $77,895,000 compared to a pretax income of $26,748,000 in Q3 2024[52]. - Return on average assets for Q3 2025 was (1.48)%, compared to 0.70% in Q3 2024[52]. Revenue and Income - Operating earnings (non-GAAP) for Q3 2025 were $38.5 million, or $0.44 per diluted share, excluding one-time merger costs of $129.8 million[3]. - Net interest income increased by $43.9 million to $132.6 million in Q3 2025, with a net interest margin of 3.72%[15]. - Non-interest income rose to $12.3 million in Q3 2025, up from $6.0 million in Q2 2025, driven by increased deposit and wealth management fees[16]. - Total interest and dividend income for Q3 2025 reached $216,161,000, a 40.3% increase from $154,072,000 in Q2 2025[38]. - Non-interest income totaled $12,345,000 in Q3 2025, up from $5,970,000 in Q2 2025, marking a 106.4% increase[38]. Assets and Liabilities - Total assets at September 30, 2025, were $22.8 billion, with $12.1 billion in assets assumed from the merger[7]. - Total loans and leases reached $18.2 billion, including $9.1 billion assumed from the merger, with a decrease of $419.4 million from Q2 2025[8]. - Total assets reached $22,821,439,000 in Q3 2025, up from $11,676,721,000 in Q3 2024, showing a growth of 95.1%[33]. - Total deposits rose to $18,904,063 thousand, compared to $8,961,202 thousand in the previous quarter, indicating a growth of 110.4%[36]. - Stockholders' equity reached $2,414,996 thousand, compared to $1,254,171 thousand in the previous quarter, representing an increase of 92.2%[36]. Expenses and Loss Provisions - The provision for credit losses was $87.5 million in Q3 2025, significantly higher than $7.0 million in Q2 2025, reflecting merger-related accounting adjustments[17]. - Non-interest expense increased to $135.3 million in Q3 2025, primarily due to one-time merger and restructuring expenses of $51.9 million[21]. - Total non-interest expense for Q3 2025 was $135,318,000, significantly higher than $58,061,000 in Q2 2025, reflecting a 133.3% increase[38]. - Provision for credit losses on loans surged to $87,496,000 in Q3 2025, compared to only $6,997,000 in Q2 2025, indicating increased risk management measures[38]. Asset Quality - Nonperforming assets as a percentage of total assets decreased to 0.45% in Q3 2025 from 0.62% in Q3 2024, indicating improved asset quality[33]. - Total nonperforming assets increased to $101,990,000 in Q3 2025, up from $63,596,000 in Q2 2025, representing a 60% increase[42]. - Nonperforming loans and leases as a percentage of total loans and leases decreased to 0.54% in Q3 2025 from 0.65% in Q2 2025[42]. - The allowance for loan and lease losses was $253,735,000, representing 1.39% of total loans and leases, compared to 1.31% in Q3 2024[33]. Stockholder Information - The Company declared a quarterly dividend of $0.3225 per share, payable on November 24, 2025[24]. - Book value per share increased to $28.78 in Q3 2025 from $13.81 in Q3 2024, reflecting a significant increase in shareholder equity[33]. - Stock price at the end of Q3 2025 was $23.71, up from $10.09 in Q3 2024, indicating strong market performance[33]. - Tangible book value per common share increased to $22.20 in Q3 2025 from $10.89 in Q3 2024, representing a growth of 103.5%[54].

Core Viewpoint - Berkshire Hills Bancorp and Brookline Bancorp have received all necessary regulatory approvals to proceed with their merger, which will create a new entity named Beacon Financial Corporation, effective September 1, 2025 [1][2][3]. Group 1: Merger Details - The merger will result in a combined company valued at $24 billion, with over 145 branch offices serving the Northeast region [2]. - The regulatory approvals were granted by multiple authorities, including the Federal Reserve System and state banking departments [3]. - Shareholders of both companies approved the merger proposals during meetings held on May 21, 2025 [3]. Group 2: Leadership and Integration - Paul A. Perrault, CEO of Brookline, will lead the combined company as CEO, while David M. Brunelle of Berkshire will serve as Chairperson of the Board [4][5]. - The integration process is expected to be smooth, with both organizations having collaborated extensively in preparation for the merger [4]. Group 3: Brand Transition - Following the merger, the new entity will operate under the name Beacon Financial Corporation, with shares trading on the NYSE under the symbol "BBT" [5]. - Clients will continue to access services through their existing bank branches until a full transition to the Beacon Bank brand is completed, anticipated in the first quarter of 2026 [5][6].

PART I. FINANCIAL INFORMATION Presents the company's unaudited consolidated financial statements, notes, management's discussion, market risk disclosures, and controls for the periods ended June 30, 2025 [Item 1. Consolidated Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20(unaudited)) This section presents the unaudited consolidated balance sheets, statements of income, comprehensive income, changes in shareholders' equity, and cash flows for the periods ended June 30, 2025, and 2024. It also includes detailed notes to the financial statements covering key accounting policies, segment information, and specifics on financial instruments such as securities, loans, derivatives, and details on the pending merger [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) Provides a detailed overview of the company's financial position, performance, and cash flows through balance sheets, income statements, and related notes Consolidated Balance Sheet Summary (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$12,034,748** | **$12,273,408** | | Net Loans | $9,381,505 | $9,270,294 | | Total Securities | $1,172,530 | $1,188,859 | | **Total Liabilities** | **$10,812,437** | **$11,105,984** | | Total Deposits | $9,979,031 | $10,375,204 | | Total Borrowings | $585,597 | $438,094 | | **Total Shareholders' Equity** | **$1,222,311** | **$1,167,424** | Consolidated Income Statement Summary (in thousands) | Account | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $91,921 | $88,532 | $181,692 | $176,672 | | Provision for Credit Losses | $4,000 | $6,499 | $9,500 | $12,499 | | Total Non-interest Income (Loss) | $21,752 | $20,133 | $42,424 | $(12,466) | | Total Non-interest Expense | $68,144 | $70,931 | $138,510 | $146,951 | | **Net Income** | **$30,366** | **$24,025** | **$56,085** | **$3,837** | Earnings Per Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Diluted EPS | $0.66 | $0.57 | $1.22 | $0.09 | - For the six months ended June 30, 2025, net cash used by financing activities was **$298.9 million**, primarily due to a net decrease in deposits of **$396.2 million**, partially offset by a net increase in borrowings[18](index=18&type=chunk)[20](index=20&type=chunk) - Net cash used by investing activities was **$88.5 million**, driven by a net increase in loans of **$118.3 million**[18](index=18&type=chunk)[20](index=20&type=chunk) [Note 4. Loans and Allowance for Credit Losses](index=21&type=section&id=Note%204.%20Loans%20and%20Allowance%20for%20Credit%20Losses) Details the composition of the loan portfolio, changes in the allowance for credit losses, and trends in criticized and non-accrual loans Total Loans by Segment (in thousands) | Loan Segment | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Commercial Real Estate (CRE) | $4,243,451 | $4,101,582 | | Commercial and Industrial | $1,493,719 | $1,439,175 | | Residential Real Estate | $2,796,343 | $2,771,769 | | Construction | $621,413 | $726,344 | | Home Equity & Consumer | $343,923 | $346,124 | | **Total Loans** | **$9,498,849** | **$9,384,994** | - The Allowance for Credit Losses on Loans (ACLL) increased to **$117.3 million** as of June 30, 2025, from **$114.7 million** at year-end 2024[50](index=50&type=chunk)[59](index=59&type=chunk) - The provision for credit losses for the first six months of 2025 was **$9.5 million**, with net charge-offs totaling **$6.9 million**[50](index=50&type=chunk)[59](index=59&type=chunk) - Total criticized loans (Special Mention and lower) increased to **$344.2 million** at June 30, 2025, from **$245.9 million** at December 31, 2024[74](index=74&type=chunk) - Non-accrual loans remained relatively stable at **$25.4 million**[74](index=74&type=chunk) - During the six months ended June 30, 2025, the company modified loans with an amortized cost basis of **$54.3 million** to borrowers experiencing financial difficulty, primarily through term extensions for commercial real estate and commercial & industrial loans[81](index=81&type=chunk) [Note 7. Derivative Financial Instruments and Hedging Activities](index=41&type=section&id=Note%207.%20Derivative%20Financial%20Instruments%20and%20Hedging%20Activities) Outlines the company's use of derivative instruments for managing interest rate risk, including notional amounts and fair values - As of June 30, 2025, the Company held derivatives with a total notional amount of **$5.1 billion**, up from **$4.9 billion** at year-end 2024[103](index=103&type=chunk)[104](index=104&type=chunk) - This includes cash flow hedges, economic hedges, and non-hedging derivatives[103](index=103&type=chunk)[104](index=104&type=chunk) Derivative Notional Amounts by Type (in thousands) | Derivative Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash flow hedges | $675,000 | $800,000 | | Economic hedges | $4,369,120 | $4,072,615 | | Non-hedging derivatives | $11,615 | $10,512 | | **Total** | **$5,055,735** | **$4,883,127** | - The net fair value of all derivative instruments was a liability of **$17.2 million** as of June 30, 2025, a significant improvement from a net liability of **$31.1 million** at December 31, 2024[108](index=108&type=chunk)[111](index=111&type=chunk) [Note 9. Capital Ratios and Shareholders' Equity](index=51&type=section&id=Note%209.%20Capital%20Ratios%20and%20Shareholders'%20Equity) Presents the company's regulatory capital ratios, demonstrating compliance with "well capitalized" requirements and changes in shareholders' equity - At June 30, 2025, both the Company and the Bank exceeded all regulatory capital requirements and were classified as "well capitalized"[142](index=142&type=chunk)[144](index=144&type=chunk) Company (Consolidated) Capital Ratios | Ratio | June 30, 2025 | December 31, 2024 | Minimum Requirement | | :--- | :--- | :--- | :--- | | Common equity tier 1 capital | 13.4% | 13.0% | 4.5% | | Tier 1 capital | 13.6% | 13.2% | 6.0% | | Total capital | 15.9% | 15.5% | 8.0% | | Tier 1 leverage | 11.1% | 11.0% | 4.0% | [Note 15. Pending Merger](index=70&type=section&id=Note%2015.%20Pending%20Merger) Describes the key terms and status of the proposed merger of equals between Berkshire and Brookline Bancorp, Inc - On December 16, 2024, Berkshire entered into a merger agreement with Brookline Bancorp, Inc[199](index=199&type=chunk) - The transaction is structured as a merger of equals[199](index=199&type=chunk) - Under the agreement, each share of Brookline common stock will be converted into the right to receive **0.42 shares** of Berkshire common stock[200](index=200&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=71&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance for Q2 and H1 2025, highlighting a 25% year-over-year increase in operating EPS to $0.69 for the quarter, driven by revenue growth and expense reduction. The discussion covers positive operating leverage, an improved net interest margin of 3.27%, stable asset quality, and a strong capital position with a CET1 ratio of 13.4%. The report also details the pending merger of equals with Brookline Bancorp, which is targeted to close in Q3 2025 [Overview and Key Performance Metrics](index=71&type=section&id=Overview%20and%20Key%20Performance%20Metrics) Highlights the company's financial performance for Q2 and H1 2025, including diluted EPS, operating EPS, and key financial ratios - Q2 2025 diluted EPS was **$0.66**, compared to **$0.57** in Q2 2024[202](index=202&type=chunk)[222](index=222&type=chunk) - The non-GAAP operating EPS increased by **25%** to **$0.69** from **$0.55** over the same period, marking the highest quarterly level since 2019[202](index=202&type=chunk)[222](index=222&type=chunk) Key Performance Ratios (Q2 2025 vs Q2 2024) | Ratio | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Return on assets | 1.03% | 0.82% | | Operating return on assets | 1.07% | 0.79% | | Return on tangible common equity | 10.35% | 9.99% | | Operating return on tangible common equity | 10.76% | 9.65% | | Net interest margin, FTE | 3.27% | 3.20% | | Efficiency ratio | 56.73% | 63.40% | - The company is progressing with its proposed merger of equals with Brookline Bancorp, Inc., which is targeted to close in the third quarter of 2025[218](index=218&type=chunk) - Stockholders of both companies approved the required resolutions in Q2 2025[218](index=218&type=chunk) [Results of Operations](index=79&type=section&id=Results%20of%20Operations) Analyzes the drivers of net interest income, non-interest income, and non-interest expense, along with their impact on the efficiency ratio - Net interest income increased by **4%** YoY for Q2 and **3%** for H1 2025, driven by reinvestment of proceeds from securities sales into higher-yielding loans[228](index=228&type=chunk) - The net interest margin improved to **3.27%** in Q2 2025 from **3.20%** in Q2 2024[228](index=228&type=chunk) - Operating non-interest income for H1 2025 increased by **$5 million (13%)** YoY, primarily due to a **$4 million** increase in loan-related fees[229](index=229&type=chunk) - Operating non-interest expense decreased by **$5 million (7%)** in Q2 and **$9 million (6%)** in H1 2025 YoY, reflecting benefits from branch consolidations and sales[231](index=231&type=chunk) - The efficiency ratio improved to **56.7%** in Q2 2025[231](index=231&type=chunk) [Financial Condition](index=80&type=section&id=Financial%20Condition) Reviews changes in the company's loan portfolio, asset quality, deposit levels, and shareholders' equity during the first half of 2025 - Total loans increased by **$114 million (1%)** in H1 2025 to **$9.5 billion**, led by growth in commercial multifamily and commercial & industrial loans[235](index=235&type=chunk) - Asset quality remains favorable, with non-performing loans at **0.27%** of total loans[237](index=237&type=chunk)[238](index=238&type=chunk) - The allowance for credit losses to total loans increased to **1.24%** from **1.22%** at year-end 2024[237](index=237&type=chunk)[238](index=238&type=chunk) - Total deposits decreased by **$396 million** to **$10.0 billion**, primarily due to seasonal runoff of year-end balances[240](index=240&type=chunk) - Excluding seasonal impacts, core deposits grew[240](index=240&type=chunk) - Shareholders' equity grew by **$55 million (5%)** to **$1.2 billion** in H1 2025, driven by retained earnings and favorable changes in other comprehensive income[242](index=242&type=chunk) - Book value per share increased **5%** to **$26.40**[242](index=242&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=83&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is Interest Rate Risk (IRR), managed by the Asset Liability Committee (ALCO) using Net Interest Income (NII) and Economic Value of Equity (EVE) simulation models. As of June 30, 2025, the company's NII sensitivity showed increased asset sensitivity to rising rates compared to year-end 2024, while EVE sensitivity became more liability sensitive, primarily due to assumption updates Net Interest Income (NII) Sensitivity | Parallel Interest Rate Shock (bps) | Estimated % Change in NII (June 30, 2025) | Estimated % Change in NII (Dec 31, 2024) | | :--- | :--- | :--- | | +200 | 6.2% | 2.2% | | +100 | 3.2% | 1.2% | | -100 | (3.5)% | (1.4)% | | -200 | (7.1)% | (2.9)% | Economic Value of Equity (EVE) Sensitivity | Parallel Shock Rate Change (bps) | Estimated % Change in EVE (June 30, 2025) | Estimated % Change in EVE (Dec 31, 2024) | | :--- | :--- | :--- | | +200 | (2.8)% | (1.4)% | | +100 | (1.4)% | (0.6)% | | -100 | 0.7% | 0.2% | | -200 | 1.4% | (0.1)% | - The company's NII sensitivity profile has become more asset-sensitive over the first six months of 2025, meaning net interest income is modeled to benefit more from a rise in interest rates[259](index=259&type=chunk)[263](index=263&type=chunk) - Conversely, the EVE model shows increased liability sensitivity[259](index=259&type=chunk)[263](index=263&type=chunk) [Item 4. Controls and Procedures](index=85&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025. There were no material changes to the company's internal control over financial reporting during the second quarter - The principal executive and financial officers concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by the report[264](index=264&type=chunk) - No changes in internal control over financial reporting occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company's internal controls[265](index=265&type=chunk) PART II. OTHER INFORMATION Covers legal proceedings, updated risk factors, and details regarding equity securities transactions and issuer purchases [Item 1. Legal Proceedings](index=86&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings incidental to its business, none of which are believed by management to be material to its financial condition. Key ongoing matters include a complaint filed by the Bank against Pioneer Bank seeking damages of approximately $16.0 million for alleged breaches of loan participation agreements, and a wrongful termination claim from a former employee of a subsidiary which is proceeding to arbitration - The Company and its Bank are not involved in any pending legal proceedings that management believes to be material to the Company's financial condition or results of operations[267](index=267&type=chunk) - An ongoing case involves a complaint filed by the Bank against Pioneer Bank seeking damages of approximately **$16.0 million** related to alleged breaches of loan participation agreements[267](index=267&type=chunk) [Item 1A. Risk Factors](index=88&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes in risk factors from those identified in the company's most recent Annual Report on Form 10-K. The report reiterates the existence of merger-related risks concerning the pending transaction with Brookline Bancorp. A key condition for the merger, stockholder approval from both companies, was satisfied in May 2025 - There have been no material changes in risk factors from those identified in the Company's most recent Annual Report on Form 10-K[269](index=269&type=chunk) - Risks include merger-related risks regarding the pending merger with Brookline Bancorp[269](index=269&type=chunk)[270](index=270&type=chunk) - A condition of the merger was satisfied in May 2025 when stockholders of both companies approved the necessary proposals[269](index=269&type=chunk)[270](index=270&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=89&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities,%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company did not engage in any unregistered sales of securities during the three months ended June 30, 2025. Additionally, the company did not repurchase any of its own shares during the second quarter of 2025 under its publicly announced plans or programs - The Company did not transfer any unregistered securities during the three months ended June 30, 2025[271](index=271&type=chunk) Issuer Purchases of Equity Securities (Q2 2025) | Period | Total number of shares purchased | Average price paid per share | | :--- | :--- | :--- | | April 2025 | — | $ — | | May 2025 | — | $ — | | June 2025 | — | $ — | | **Total** | **—** | **$ —** |

Core Viewpoint - Berkshire Hills Bancorp and Brookline Bancorp are merging to form a new holding company named Beacon Financial Corporation, which will trade under the ticker symbol BBT on the New York Stock Exchange. The merger is expected to be completed in Q3 2025, pending regulatory approvals and closing conditions [1]. Group 1: Merger Details - The combined bank will be legally named Beacon Bank & Trust but will be commonly referred to as Beacon Bank [1]. - The merger is characterized as a "merger of equals," aiming to create a powerful financial institution with a broad and complementary footprint [4]. - The integration of banking systems is planned for the first quarter of 2026, with clients continuing to be served under existing brand names until the full transition to Beacon Bank [4]. Group 2: Branding and Vision - The name "Beacon Bank" symbolizes guidance, strength, and stability, reflecting the core principles of both legacy institutions [3]. - The logo design merges elements from both Berkshire and Brookline, using updated navy and gold colors to represent a modern approach [3]. - Leadership from both companies expressed a commitment to providing reliable financial guidance and maintaining local expertise post-merger [4]. Group 3: Company Backgrounds - Berkshire Hills Bancorp has $12.0 billion in assets and operates 83 branches, focusing on community-driven banking solutions in New England and New York [6]. - Brookline Bancorp has $11.6 billion in assets and serves customers in Massachusetts, Rhode Island, and New York, offering a range of commercial and retail banking services [7].

Core Insights - Berkshire Hills Bancorp reported a strong Q2 2025 with operating net income of $31.6 million, reflecting a 14% increase from Q1 and a 36% increase year over year [4][5][9] - The bank's operating earnings per share reached $0.69, up 15% from the first quarter and 25% year over year, driven by improved net interest income and a rise in net interest margin [4][5][9] - The merger with Brookline Bancorp is expected to enhance profitability, with an estimated 23% earnings accretion to 2026 consensus [4][11][12] Financial Performance - Operating expenses decreased to $67 million, down 2% from Q1 and 7% year over year, indicating effective cost control measures [4][5][16] - Net interest income rose by $2.2 million (2%) from Q1 and increased 4% year over year, with a net interest margin of 3.27% in Q2 [7][16] - Average loans increased by $95 million (1% annualized) from Q1 and $327 million (4%) year over year, primarily driven by commercial and industrial lending [7][16] Asset Quality and Risk Management - Net charge-offs were 14 basis points of loans, and nonperforming loans totaled 27 basis points of loans for Q2 2025, indicating strong asset quality [4][10][17] - The reserve coverage to nonperforming loans reached 462%, with a coverage ratio remaining flat at 124 basis points [17] Strategic Initiatives - The digital deposit program has successfully added over $100 million in new deposits since its inception earlier in 2025, contributing to the bank's balance sheet strength [4][10] - Management expressed satisfaction with the progress of cost synergies from the merger, targeting a pro forma cost save of 12.6% [4][8][12] Future Outlook - Annualized net income for 2025 is projected to exceed $118 million, surpassing the prior consensus of $101 million [4][11] - The bank anticipates a normalization of the tax rate to approximately 24-25% going forward [16][27] - The merger closing is targeted for September, pending regulatory approval [8][29]

Executive Summary & Company Overview [Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) Berkshire Hills Bancorp reported strong earnings growth for Q2 2025, with GAAP EPS of $0.66 and Operating EPS of $0.69, alongside significant increases in operating EPS, operating revenue, and net interest margin, and an improved efficiency ratio | Metric ($ in millions, except per share data) | June 30, 2025 | Mar. 31, 2025 | June 30, 2024 | | :------------------------------------ | :------------ | :------------ | :------------ | | Net income | $30.4 | $25.7 | $24.0 | | Per share | 0.66 | 0.56 | 0.57 | | Operating earnings | 31.6 | 27.6 | 23.2 | | Per share | 0.69 | 0.60 | 0.55 | | Net interest income, non FTE | $91.9 | $89.8 | $88.5 | | Net interest income, FTE | 93.8 | 91.7 | 90.5 | | Net interest margin, FTE | 3.27% | 3.24% | 3.20% | | Non-interest income | $21.8 | $20.7 | $20.1 | | Operating non-interest income | 21.8 | 20.7 | 20.1 | | Non-interest expense | 68.1 | 70.4 | 70.9 | | Operating non-interest expense | 66.7 | 67.9 | 71.3 | | Efficiency ratio | 56.7% | 59.5% | 63.4% | | Average Loans | $9,484 | $9,389 | $9,157 | | Average Deposits | 9,817 | 9,847 | 9,296 | | Period-end Loans | 9,499 | 9,429 | 9,229 | | Period-end Deposits | 9,979 | 9,880 | 9,621 | - Operating EPS increased **15%** linked quarter and **25%** year-over-year[2](index=2&type=chunk) - Operating revenue increased **3%** linked quarter, while operating non-interest expense decreased **2%**[2](index=2&type=chunk) - Net interest margin (FTE) improved to **3.27%**, up **3 bps** linked quarter and **7 bps** year-over-year[2](index=2&type=chunk) - Efficiency ratio improved to **56.7%** from **59.5%** linked quarter[2](index=2&type=chunk) [Management Commentary](index=2&type=section&id=Management%20Commentary) CEO Nitin Mhatre highlighted a 36% year-over-year operating earnings growth driven by revenue growth and lower expenses, noting the strongest quarterly operating income, EPS, and efficiency since 2019, while CFO Brett Brbovic emphasized the 2% linked quarter increase in net interest income, 3 basis point NIM increase, and a decrease in operating non-interest expense and provision for credit losses - CEO Nitin Mhatre reported **36%** year-over-year operating earnings growth, attributing it to revenue growth and lower expenses[3](index=3&type=chunk) - Quarterly operating income, operating EPS, and efficiency were the strongest since 2019[3](index=3&type=chunk) - CFO Brett Brbovic noted a **2%** linked quarter increase in net interest income and a **3 basis point** increase in net interest margin to **3.27%**[4](index=4&type=chunk) - Operating non-interest expense decreased **$1.3 million** linked quarter and **$4.7 million** year-over-year[4](index=4&type=chunk) - The allowance for credit losses on loans remained unchanged at **1.24%**[4](index=4&type=chunk) [Company Profile & Strategic Initiatives](index=2&type=section&id=Company%20Profile%20%26%20Strategic%20Initiatives) Berkshire Hills Bancorp, Inc. is the parent company of Berkshire Bank, a community-focused bank with $12.0 billion in assets, actively pursuing a transformative merger of equals with Brookline Bancorp, Inc., with shareholder approvals already secured and closing expected in 2025 - Berkshire Hills Bancorp, Inc. is the parent company of Berkshire Bank, with **$12.0 billion** in assets and 83 financial centers in New England and New York[5](index=5&type=chunk) - Berkshire has a pending agreement to merge with Brookline Bancorp, Inc., which has **$11.6 billion** in assets[5](index=5&type=chunk) - The merger agreement, unanimously approved by both boards, entails Brookline common stock being exchanged for **0.42 shares** of Berkshire common stock[13](index=13&type=chunk) - Berkshire stockholders are expected to own approximately **55%** and Brookline stockholders **45%** of the combined company[13](index=13&type=chunk) - The proposed transaction is expected to close in **2025**, subject to regulatory approvals, with shareholders of both companies having approved merger-related proposals in May 2025[13](index=13&type=chunk) Detailed Financial Performance [Income Statement Analysis](index=3&type=section&id=Income%20Statement%20Analysis) The second quarter saw GAAP income of $30 million and operating earnings of $32 million, with operating earnings increasing 14% linked quarter and 36% year-over-year, as net interest income grew, non-interest income increased primarily due to higher loan-related fees, and operating non-interest expense decreased [Net Interest Income and Margin](index=3&type=section&id=Net%20Interest%20Income%20and%20Margin) Net interest income increased by $2.2 million linked quarter to $92 million in 2Q25, and the net interest margin improved by 3 basis points to 3.27%, driven by a 3 basis point increase in earning asset yield and a 1 basis point decrease in the cost of funds - Net interest income increased **$2.2 million** linked quarter to **$92 million** in 2Q25[8](index=8&type=chunk) - Net interest margin increased **3 basis points** to **3.27%**[11](index=11&type=chunk) - Earning asset yield increased **3 basis points** to **5.38%**, while the loan yield increased **2 basis points** to **5.82%**[11](index=11&type=chunk) - Cost of funds decreased **1 basis point** to **2.29%**, and the cost of deposits decreased **3 basis points** to **2.15%**[11](index=11&type=chunk) [Non-Interest Income and Expense](index=3&type=section&id=Non-Interest%20Income%20and%20Expense) GAAP and operating non-interest income reached $22 million, increasing $1.1 million linked quarter, primarily due to higher loan-related fee income, while operating non-interest expense decreased $1.3 million linked quarter and $4.7 million year-over-year, with compensation and occupancy expenses seeing a notable reduction - GAAP and operating non-interest income was **$22 million**, increasing **$1.1 million** linked quarter primarily due to higher loan related fee income[11](index=11&type=chunk) - Operating non-interest expense decreased **$1.3 million** linked quarter and **$4.7 million** year-over-year[11](index=11&type=chunk) - Compensation and occupancy expense decreased **$1.8 million** from seasonally higher levels in the linked quarter[11](index=11&type=chunk) Non-Interest Income Category (in thousands) | Non-Interest Income Category (in thousands) | June 30, 2025 | Mar. 31, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------ | :------------ | | Deposit related fees | $8,193 | $7,949 | $8,561 | | Loan related fees | 5,100 | 3,787 | 2,364 | | Gain on SBA loans | 2,288 | 3,276 | 3,294 | | Wealth management fees | 2,657 | 2,955 | 2,613 | | Total non-interest income | 21,752 | 20,672 | 20,133 | Non-Interest Expense Category (in thousands) | Non-Interest Expense Category (in thousands) | June 30, 2025 | Mar. 31, 2025 | June 30, 2024 | | :----------------------------------------- | :------------ | :------------ | :------------ | | Compensation and benefits | $39,303 | $40,635 | $40,126 | | Occupancy and equipment | 7,203 | 7,666 | 8,064 | | Technology | 9,756 | 10,065 | 10,236 | | Total non-interest expense | 68,144 | 70,366 | 70,931 | [Earnings and Profitability Metrics](index=3&type=section&id=Earnings%20and%20Profitability%20Metrics) GAAP income for Q2 2025 was $30 million, or $0.66 per share, while operating earnings reached $32 million, or $0.69 per share, with operating EPS increasing 25% year-over-year and the efficiency ratio improving to 56.7%, marking the best quarterly result since 2019 - Second quarter GAAP income was **$30 million**, or **$0.66 per share**[7](index=7&type=chunk) - Operating earnings totaled **$32 million**, or **$0.69 per share**, increasing **14%** linked quarter and **36%** year-over-year[7](index=7&type=chunk) - Quarterly operating EPS was up **25%** year-over-year, reflecting merger-related share issuance[7](index=7&type=chunk) - The efficiency ratio was **56.7%** in the second quarter, the best quarterly result since 2019[7](index=7&type=chunk) - The effective tax rate was **27%** in 2Q25, compared to **26%** in the linked quarter[11](index=11&type=chunk) [Balance Sheet Overview](index=3&type=section&id=Balance%20Sheet%20Overview) Total loans increased by $70 million, or 1%, to $9.5 billion, primarily driven by commercial and industrial loans, while total end-of-period deposits also grew by $99 million, or 1%, to $10.0 billion, with shareholders' equity increasing and the tangible common equity to tangible assets ratio improving to 10.1% [Loans and Deposits](index=3&type=section&id=Loans%20and%20Deposits) Total loans increased by $70 million, or 1%, to $9.5 billion, with commercial and industrial loans showing a 4% growth, and total end-of-period deposits increased by $99 million, or 1%, to $10.0 billion, increasing 7% year-over-year excluding payroll and brokered deposits - Total loans increased **$70 million**, or **1%**, to **$9.5 billion**, primarily in commercial and industrial loans (up **$56 million**, or **4%**)[9](index=9&type=chunk) - Total end of period deposits increased **$99 million**, or **1%**, to **$10.0 billion**[10](index=10&type=chunk) - Total end of period deposits excluding payroll and brokered deposits increased **$66 million (1%)** linked quarter and **$541 million (7%)** year-over-year[10](index=10&type=chunk) Deposit Type (in thousands) | Deposit Type (in thousands) | June 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | June 30, 2024 | | :-------------------------- | :------------ | :------------ | :------------ | :------------ | | Non-interest bearing deposits | $2,296,268 | $2,295,040 | $2,324,879 | $2,222,012 | | NOW and other deposits | 814,600 | 789,418 | 841,406 | 766,641 | | Money market deposits | 3,153,241 | 3,197,331 | 3,610,521 | 3,278,753 | | Savings deposits | 1,105,009 | 1,065,530 | 1,021,716 | 1,004,320 | | Time deposits | 2,609,913 | 2,532,558 | 2,576,682 | 2,349,733 | | Total deposits | 9,979,031 | 9,879,877 | 10,375,204 | 9,621,459 | [Equity and Capital](index=4&type=section&id=Equity%20and%20Capital) Total shareholders' equity increased by $26 million, or 2%, linked quarter to $1.2 billion, with the ratio of tangible common equity to tangible assets improving to 10.1% from 9.9% linked quarter, and tangible book value per share growing 13% year-over-year to $26.12 - Total shareholders' equity increased **$26 million**, or **2%**, linked quarter to **$1.2 billion**[12](index=12&type=chunk) - The ratio of tangible common equity to tangible assets measured **10.1%**, increasing from **9.9%** linked quarter[12](index=12&type=chunk) - Tangible book value per share grew **13%** year-over-year to **$26.12** at period-end[12](index=12&type=chunk) Capital Metric | Capital Metric | June 30, 2025 | Mar. 31, 2025 | June 30, 2024 | | :------------- | :------------ | :------------ | :------------ | | Tangible common equity/tangible assets | 10.1% | 9.9% | 8.2% | | Book value per share | $26.40 | $25.81 | $23.58 | | Tangible book value per share | $26.12 | $25.50 | $23.18 | [Asset Quality Review](index=2&type=section&id=Asset%20Quality%20Review) The provision for credit losses decreased by $1.5 million linked quarter to $4.0 million, net loan charge-offs totaled $3.3 million, and the allowance for credit losses on loans remained stable at 1.24% of total loans, with non-performing loans at 0.27% and delinquent and non-performing loans at 0.48% of total loans - Provision for credit losses totaled **$4.0 million**, decreasing **$1.5 million** linked quarter[11](index=11&type=chunk) - Net loan charge-offs totaled **$3.3 million**, compared to **$3.5 million** linked quarter[11](index=11&type=chunk) - The quarter-end allowance for credit losses on loans was unchanged at **1.24%** of total loans[11](index=11&type=chunk) - Non-performing loans were **0.27%** of total loans at period-end, and delinquent and non-performing loans were **0.48%** of total loans[11](index=11&type=chunk) Asset Quality Metric | Asset Quality Metric | June 30, 2025 | Mar. 31, 2025 | June 30, 2024 | | :------------------- | :------------ | :------------ | :------------ | | Net loan charge-offs to average loans | 0.14% | 0.15% | 0.07% | | Non-performing loans to total loans | 0.27% | 0.25% | 0.23% | | Allowance for credit losses/total loans | 1.24% | 1.24% | 1.22% | | Allowance for credit losses/non-performing loans | 462% | 501% | 525% | Selected Financial Highlights (Multi-Quarter Trend) [Key Financial and Performance Ratios](index=6&type=section&id=Key%20Financial%20and%20Performance%20Ratios) This section provides a comprehensive multi-quarter overview of key financial metrics, including nominal and per share data, performance ratios, financial data (end of period), asset quality, and capital ratios, highlighting trends in EPS, net interest income, efficiency, and asset quality over the past five quarters Key Financial and Performance Ratios | Metric | June 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | Sept. 30, 2024 | June 30, 2024 | | :------------------------------------ | :------------ | :------------ | :------------ | :------------- | :------------ | | Net earnings per common share, diluted | $0.66 | $0.56 | $0.46 | $0.88 | $0.57 | | Operating earnings per common share, diluted | 0.69 | 0.60 | 0.60 | 0.58 | 0.55 | | Net interest income, non FTE (thousands) | 91,921 | 89,771 | 86,855 | 88,059 | 88,532 | | Net interest margin, FTE | 3.27% | 3.24% | 3.14% | 3.16% | 3.20% | | Efficiency ratio | 56.73% | 59.45% | 62.43% | 63.74% | 63.40% | | Total loans (millions) | $9,499 | $9,429 | $9,385 | $9,212 | $9,229 | | Total deposits (millions) | 9,979 | 9,880 | 10,375 | 9,577 | 9,621 | | Non-performing loans/total loans | 0.27% | 0.25% | 0.26% | 0.26% | 0.23% | | Tangible common shareholders' equity/tangible assets | 10.1% | 9.9% | 9.4% | 9.1% | 8.2% | Consolidated Financial Statements [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) This section presents the consolidated balance sheets for Berkshire Hills Bancorp, Inc. as of June 30, 2025, March 31, 2025, December 31, 2024, and June 30, 2024, detailing assets, liabilities, and shareholders' equity - The consolidated balance sheets provide a detailed breakdown of assets, liabilities, and shareholders' equity across four quarters[24](index=24&type=chunk)[25](index=25&type=chunk) Consolidated Balance Sheets (in thousands) | Balance Sheet Item (in thousands) | June 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | June 30, 2024 | | :-------------------------------- | :------------ | :------------ | :------------ | :------------ | | Total assets | $12,034,748 | $12,013,199 | $12,273,408 | $12,219,454 | | Total loans | 9,498,849 | 9,428,885 | 9,384,994 | 9,228,526 | | Total deposits | 9,979,031 | 9,879,877 | 10,375,204 | 9,621,459 | | Total liabilities | 10,812,437 | 10,816,439 | 11,105,984 | 11,206,512 | | Total shareholders' equity | 1,222,311 | 1,196,760 | 1,167,424 | 1,012,942 | [Consolidated Statements of Operations](index=9&type=section&id=Consolidated%20Statements%20of%20Operations) This section presents the consolidated statements of operations, including a five-quarter trend, detailing interest income and expense, non-interest income and expense, provision for credit losses, and net income, providing a comprehensive view of the company's profitability over time - The consolidated statements of operations provide a detailed breakdown of revenues and expenses for the three and six months ended June 30, 2025 and 2024[26](index=26&type=chunk)[27](index=27&type=chunk) - A five-quarter trend of the consolidated statements of operations is also presented, showing changes in interest income, interest expense, non-interest income, non-interest expense, and net income[28](index=28&type=chunk)[29](index=29&type=chunk) Consolidated Statements of Operations (in thousands) | Income Statement Item (in thousands) | June 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | Sept. 30, 2024 | June 30, 2024 | | :----------------------------------- | :------------ | :------------ | :------------ | :------------- | :------------ | | Interest income | $151,469 | $148,330 | $150,555 | $157,268 | $154,109 | | Interest expense | 59,548 | 58,559 | 63,700 | 69,209 | 65,577 | | Net interest income, non FTE | 91,921 | 89,771 | 86,855 | 88,059 | 88,532 | | Total non-interest income | 21,752 | 20,672 | 23,325 | 37,555 | 20,133 | | Total net revenue | 113,673 | 110,443 | 110,180 | 125,614 | 108,665 | | Provision expense for credit losses | 4,000 | 5,500 | 6,000 | 5,500 | 6,499 | | Total non-interest expense | 68,144 | 70,366 | 77,575 | 71,960 | 70,931 | | Net income | $30,366 | $25,719 | $19,657 | $37,509 | $24,025 | [Average Balances and Average Yields and Costs](index=11&type=section&id=Average%20Balances%20and%20Average%20Yields%20and%20Costs) This section details the average balances, interest income/expense, and average yields/rates for earning assets and funding liabilities across three quarters, highlighting the composition of the balance sheet and the profitability of various asset and liability categories - The table provides average balances, interest, and yield/rate for various asset and liability categories for the quarters ended June 30, 2025, March 31, 2025, and June 30, 2024[30](index=30&type=chunk)[31](index=31&type=chunk) Average Balances and Average Yields and Costs (in millions) | Item (in millions) | June 30, 2025 Avg Balance | June 30, 2025 Avg Yield/Rate | Mar. 31, 2025 Avg Balance | Mar. 31, 2025 Avg Yield/Rate | June 30, 2024 Avg Balance | June 30, 2024 Avg Yield/Rate | | :----------------- | :------------------------ | :--------------------------- | :------------------------ | :--------------------------- | :------------------------ | :--------------------------- | | Total loans | $9,484 | 5.82% | $9,389 | 5.80% | $9,157 | 6.05% | | Total earning assets | 11,323 | 5.38% | 11,235 | 5.35% | 11,143 | 5.57% | | Total deposits | 9,817 | 2.15% | 9,847 | 2.18% | 9,296 | 2.35% | | Total funding liabilities | 10,407 | 2.29% | 10,310 | 2.30% | 10,389 | 2.53% | | Net interest margin, FTE | | 3.27% | | 3.24% | | 3.20% | [Asset Quality Analysis (Detailed)](index=12&type=section&id=Asset%20Quality%20Analysis%20(Detailed)) This section provides a detailed breakdown of asset quality metrics over five quarters, including non-performing assets, provision and allowance for credit losses on loans, net loan charge-offs by loan type, and delinquent and non-performing loans - The asset quality analysis provides a five-quarter trend for non-performing assets, provision and allowance for credit losses, and net loan charge-offs[33](index=33&type=chunk)[34](index=34&type=chunk) Asset Quality Metric (in thousands) | Asset Quality Metric (in thousands) | June 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | Sept. 30, 2024 | June 30, 2024 | | :---------------------------------- | :------------ | :------------ | :------------ | :------------- | :------------ | | Total non-performing loans | $25,404 | $23,280 | $24,447 | $23,969 | $21,348 | | Total non-performing assets | 27,788 | 25,568 | 26,727 | 26,532 | 23,897 | | Provision expense for loan credit losses | 4,000 | 5,500 | 6,000 | 5,500 | 6,499 | | Net loans charged-off | (3,334) | (3,522) | (3,347) | (5,620) | (1,663) | | Allowance for credit losses/total loans | 1.24% | 1.24% | 1.22% | 1.22% | 1.22% | | Total delinquent and non-performing loans | $45,342 | $39,921 | $48,455 | $48,775 | $51,514 | Non-GAAP Financial Measures and Reconciliations [Explanation of Non-GAAP Measures](index=13&type=section&id=Explanation%20of%20Non-GAAP%20Measures) This section clarifies the use of non-GAAP financial measures, such as operating earnings and operating EPS, which are adjusted to exclude non-operating charges primarily related to acquisitions, restructuring activities, and branch consolidations, as management uses these measures to evaluate operating trends and facilitate comparisons within the financial services industry - Non-GAAP measures provide supplemental perspectives on operating results and financial condition, but are not a substitute for GAAP measures[35](index=35&type=chunk) - Operating earnings and operating EPS exclude amounts unrelated to normalized operations, primarily restructuring costs, which include disposition of assets/liabilities and lease terminations[36](index=36&type=chunk) - Adjustments in **2025** were primarily related to the pending merger, while **2024** adjustments included the merger, branch sales/consolidations, and loss on sale of securities[37](index=37&type=chunk) - Management believes non-GAAP measures facilitate comparison to other companies and adjusts equity-related measures to exclude intangible assets for the investment community[38](index=38&type=chunk) [Quarterly Non-GAAP Reconciliation](index=14&type=section&id=Quarterly%20Non-GAAP%20Reconciliation) This section provides a detailed reconciliation of GAAP to non-GAAP financial measures for the past five quarters, including adjustments for non-operating items to derive operating non-interest income, operating revenue, operating non-interest expense, and total operating income, along with various adjusted performance ratios - The table reconciles GAAP financial measures to non-GAAP operating measures for five quarters, from June 30, 2025, to June 30, 2024[40](index=40&type=chunk) Quarterly Non-GAAP Reconciliation (in thousands) | Metric (in thousands) | June 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | Sept. 30, 2024 | June 30, 2024 | | :-------------------- | :------------ | :------------ | :------------ | :------------- | :------------ | | Total revenue (GAAP) | $113,673 | $110,443 | $110,180 | $125,614 | $108,665 | | Total operating revenue (Non-GAAP) | $113,673 | $110,443 | $110,015 | $109,566 | $108,665 | | Total non-interest expense (GAAP) | $68,144 | $70,366 | $77,575 | $71,960 | $70,931 | | Operating non-interest expense (Non-GAAP) | $66,653 | $67,912 | $71,018 | $72,257 | $71,315 | | Net income (GAAP) | $30,366 | $25,719 | $19,657 | $37,509 | $24,025 | | Total operating income (Non-GAAP) | $31,587 | $27,621 | $25,982 | $24,789 | $23,168 | | Operating earnings per common share, diluted | 0.69 | 0.60 | 0.60 | 0.58 | 0.55 | | Operating return on tangible common equity | 10.76% | 9.66% | 9.93% | 9.91% | 9.65% | | Efficiency ratio (Non-GAAP) | 56.73% | 59.45% | 62.43% | 63.74% | 63.40% | [Six-Month Non-GAAP Reconciliation](index=16&type=section&id=Six-Month%20Non-GAAP%20Reconciliation) This section provides a reconciliation of GAAP to non-GAAP financial measures for the six months ended June 30, 2025, and June 30, 2024, detailing adjustments for non-operating items to present operating revenue, operating non-interest expense, and total operating income, along with key performance ratios on an operating basis - The table reconciles GAAP financial measures to non-GAAP operating measures for the six months ended June 30, 2025, and June 30, 2024[44](index=44&type=chunk) Six-Month Non-GAAP Reconciliation (in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | | :-------------------- | :------------ | :------------ | | Total revenue (GAAP) | $224,116 | $164,206 | | Total operating revenue (Non-GAAP) | $224,116 | $214,115 | | Total non-interest expense (GAAP) | $138,510 | $146,951 | | Operating non-interest expense (Non-GAAP) | $134,565 | $143,718 | | Net income (GAAP) | $56,085 | $3,837 | | Total operating income (Non-GAAP) | $59,208 | $44,102 | | Operating earnings per common share, diluted | 1.29 | 1.03 | | Operating return on tangible common equity | 10.22% | 9.19% | | Efficiency ratio (Non-GAAP) | 58.07% | 64.81% | Corporate Information [Conference Call Details](index=4&type=section&id=Conference%20Call%20Details) Berkshire Hills Bancorp, Inc. held a conference call/webcast on Thursday, July 24, 2025, at 9:00 a.m. Eastern time to discuss the second quarter results and company outlook, with details and archived materials available on the company's investor relations website - A conference call/webcast was held on Thursday, July 24, 2025, at **9:00 a.m. Eastern time** to discuss Q2 results and company outlook[14](index=14&type=chunk) - Instructions for listening and additional materials are available on the Company's website at ir.berkshirebank.com, with the call archived for an extended period[14](index=14&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section contains forward-looking statements, identifiable by terms like 'may,' 'will,' 'expect,' and 'anticipate,' which are subject to various risks and uncertainties, including merger-related risks, regulatory approvals, and operational challenges during the pendency of the Brookline merger, that could cause actual results to differ significantly - The document contains forward-looking statements, identifiable by specific terminology, which are subject to significant risks and uncertainties[15](index=15&type=chunk) - Factors that could cause actual results to differ include risks related to the proposed merger with Brookline, such as termination rights, legal proceedings, delays in closing, failure to obtain regulatory approvals, and operational impacts during the transaction[15](index=15&type=chunk) - Readers are cautioned not to place undue reliance on these statements, which reflect expectations only as of the document's date, and Berkshire does not undertake any obligation to update them[15](index=15&type=chunk) [Investor & Media Contacts](index=5&type=section&id=Investor%20%26%20Media%20Contacts) Contact information for investor relations and corporate communications is provided for inquiries regarding Berkshire Hills Bancorp, Inc.'s financial performance and corporate affairs - Investor Relations contact: Kevin Conn at **617.641.9206** or kaconn@berkshirebank.com[17](index=17&type=chunk) - Media Relations contact: Gary Levante at **413.447.1737** or glevante@berkshirebank.com[17](index=17&type=chunk)

Group 1: Earnings Performance - Berkshire Hills Bancorp reported quarterly earnings of $0.69 per share, exceeding the Zacks Consensus Estimate of $0.58 per share, and up from $0.55 per share a year ago, representing an earnings surprise of +18.97% [1] - The company has surpassed consensus EPS estimates in all four of the last quarters [2] - Revenue for the quarter ended June 2025 was $113.67 million, surpassing the Zacks Consensus Estimate by 1.73%, and up from $108.67 million year-over-year [2] Group 2: Stock Performance and Outlook - Berkshire Hills shares have declined approximately 7.7% since the beginning of the year, while the S&P 500 has gained 8.1% [3] - The company's earnings outlook will be crucial for future stock performance, with current consensus EPS estimates at $0.59 for the upcoming quarter and $2.57 for the current fiscal year [4][7] - The Zacks Rank for Berkshire Hills is currently 3 (Hold), indicating expected performance in line with the market in the near future [6] Group 3: Industry Context - The Financial - Savings and Loan industry, to which Berkshire Hills belongs, is currently ranked in the bottom 26% of over 250 Zacks industries, suggesting potential challenges ahead [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact investor sentiment [5]

Financial Data and Key Metrics Changes - Operating net income for Q2 2025 was $31.6 million, up 14% linked quarter and up 36% year over year [4][5] - Operating earnings per share increased to $0.69, a rise of 15% from the first quarter and 25% year over year [5] - Operating expenses decreased to $67 million, down 2% linked quarter and down 7% year over year, resulting in positive operating leverage of 5% linked quarter and 11% year over year [5][10] - Net interest margin improved to 3.27%, up three basis points linked quarter [10] Business Line Data and Key Metrics Changes - Average loans increased by $95 million or 1% linked quarter and up $327 million or 4% year over year, with growth led by commercial and industrial (C&I) loans [11] - Average deposits rose by 6% year over year, with a 1% increase linked quarter excluding payroll and broker deposits [11][12] - Operating non-interest income was up $1.1 million or 5% linked quarter and up $1.6 million or 8% year over year [12] Market Data and Key Metrics Changes - Non-performing loans (NPLs) remained low at 27 basis points of total loans, with net charge-offs at 14 basis points [5][14] - The company reported a coverage ratio of 124 basis points for loan reserves to NPLs [14] Company Strategy and Development Direction - The company is focused on a merger of equals with Brookline Bancorp, which is expected to enhance scale and profitability, with an estimated 40% accretion to Berkshire's 2026 consensus estimates [7] - The strategic initiatives include a new digital deposit program that has generated over $100 million in new deposits since its inception earlier in the year [6][7] - The management emphasized a commitment to relationship-focused, personalized solutions for clients, which has contributed to improved financial performance [6][15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate macroeconomic headwinds while positioning for long-term strength [15] - The leadership team is actively working on integration planning for the merger, aiming for a seamless transition [8][40] Other Important Information - The company received recognition from Time Magazine as one of the top-performing mid-sized U.S. companies in 2025 [6] - Non-operating expenses of $1.5 million were primarily related to the merger [13] Q&A Session Summary Question: Inquiry about margin and FHLB drop - The spot net interest margin for June was approximately 3.22%, with the FHLB decline coinciding with an increase in deposits throughout the quarter [20][23] Question: Credit quality and C&I non-performers - The increase in C&I non-performers was attributed to a few smaller credits with individual issues, and the Firestone C&I balance is down to $28 million with NPLs at $1.3 million [25][28] Question: Non-interest income and BOLI gains - BOLI gains for the quarter were about $800,000 above normal, considered a nonrecurring benefit [32] Question: Tax rate expectations - The tax rate is expected to normalize to around 24-25% going forward [36] Question: Deal tangible dilution and FASB impact - The final impact of the ASU on tangible book dilution is still being analyzed, and the timing for the merger closing is expected in September pending regulatory approval [39][40]

Financial Performance - Berkshire Hills Bancorp reported operating net income of $31.6 million, a 14% increase quarter-over-quarter (QoQ) and a 36% increase year-over-year (YoY)[7] - Operating earnings per share (EPS) reached $0.69, up 15% QoQ and 25% YoY[7] - Operating non-interest expenses decreased to $66.7 million, a 2% decrease QoQ and a 7% decrease YoY; the efficiency ratio improved to 56.7%[7] - The company achieved positive operating leverage, with a 5% increase QoQ and an 11% increase YoY[7] - Return on tangible common equity (ROTCE) was 10.76%, an increase of 110 basis points (bps) QoQ and 111 bps YoY[7] Balance Sheet Strength - The ratio of tangible common equity to tangible assets (TCE/TA) stood at 10.1%, up 24 bps QoQ and 194 bps YoY[7] - Average deposits decreased slightly by 0.3% QoQ but increased by 6% YoY, while end-of-period (EoP) deposits increased by 1% QoQ and 4% YoY[7] - Average loans increased by 1% QoQ and 4% YoY, with EoP loan growth of 1% QoQ and 3% YoY; the average loan-to-deposit ratio was 97%[7] Strategic Initiatives & Merger - Digital deposits have gained traction, exceeding $100 million program-to-date[7] - Berkshire Bank was recognized as one of America's Best Mid-Size Companies 2025 by TIME magazine[7] - The merger with Brookline Bancorp is progressing, with shareholder approval obtained in May 2025 and an anticipated closing in the second half of 2025; the partnership aims to create a $24 billion Northeast franchise[7, 8] - The merger is expected to yield cost savings of 12.6% of the combined company's expense base and significant earnings per share accretion (40% GAAP | 23% cash in 2026)[9]