BERKSHIRE HILLS BANCORP INC
For the period ended Dec 31, 2024. Filed Mar 3, 2025.
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FY2024 · Filed Mar 3, 2025
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) [1]Consolidated Financial Statements
Consolidated Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2024, 2023, and 2022
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2024, 2023, and 2022
Notes to Consolidated Financial Statements
The Consolidated Financial Statements required to be filed in our Annual Report on Form 10-K are included in Part II, Item 8 hereof.
[2]Financial Statement Schedules
All financial statement schedules are omitted because the required information is either included or is not applicable.
[3]Exhibits
| 2.1 | Agreement and Plan of Merger, dated as of December 16, 2024, by and among Berkshire Hills Bancorp, Inc, Commerce Acquisition Sub, Inc., and Brookline Bancorp, Inc. (1) |
| 3.1 | Amended Certificate of Incorporation of Berkshire Hills Bancorp, Inc. (2) |
| 3.2 | Amended and Restated Bylaws of Berkshire Hills Bancorp, Inc. (3) |
| 3.4 | Certificate of Designations of the Series B Non-Voting Preferred Stock (4) |
| 4.1 | Form of Common Stock Certificate of Berkshire Hills Bancorp, Inc. (2) |
| 4.2 | Note Subscription Agreement by and among Berkshire Hills Bancorp, Inc. and certain subscribers dated September 20, 2012 (5) |
| 4.3 | Description of Berkshire Hills Bancorp, Inc. Securities (6) |
| 10.1 | Three-Year Employment Agreement by and among Berkshire Hills Bancorp, Inc., Berkshire Bank and Nitin J. Mhatre (7)* |
| 10.2 | Berkshire Bank Supplemental Executive Retirement Agreement entered into with Nitin J. Mhatre (8)* |
| 10.3 | Amended and Restated Three Year Change in Control Agreement by and among Berkshire Hills Bancorp, Inc., Berkshire Bank and Sean A. Gray (9) * |
| 10.4 | Supplemental Executive Retirement Agreement between Berkshire Bank and Sean A. Gray (10)* |
| 10.5 | Employment Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., Berkshire Bank, Brookline Bank and Sean A. Gray (11)* |
| 10.6 | Berkshire Bank Enhanced Change in Control Severance Plan (Brett J. Brbovic, James C. Brown, Gregory D. Lindenmuth)(12)* |
| 10.7 | Form of Split Dollar Agreement entered into with Sean A. Gray (13)* |
| 10.8 | Berkshire Bank Executive Long-Term Care Insurance Plan (14)* |
| 10.9 | Berkshire Hills Bancorp, Inc. 2018 Equity Incentive Plan (15)* |
| 10.10 | Senior Executive Short Term Incentive Plan (16)* |
| 10.11 | Berkshire Hills Bancorp, Inc. 2022 Equity Incentive Plan (17)* |
| 10.12 | Form of Securities Purchase Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., and the other parties identified therein. (1) |
| 10.13 | Form of Registration Rights Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., and the other parties identified therein. (1) |
| 19.0 | Berkshire Hills Bancorp, Inc. Policy Regarding Insider Trading |
| 21.0 | Subsidiary Information |
| 23.1 | Consent of Crowe LLP |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97 | Berkshire Hills Bancorp, Inc. Clawback Policy (18) |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income/(Loss), (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements tagged as blocks of text and in detail |
| (1) | Incorporated herein by reference from the Form 8-K as filed on December 16, 2024. |
| (2) | Incorporated herein by reference from the Exhibits to Form 10-Q as filed on August 9, 2018 |
| (3) | Incorporated herein by reference from the Exhibits to the Form 8-K as filed on June 26, 2017. |
| (4) | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement and amendments thereto, initially filed on March 10, 2000, Registration No. 333-32146. |
| (5) | Incorporated herein by reference from the Exhibits to the Form 8-K as filed on September 26, 2012. |
| (7) | Incorporated herein by reference from the Exhibit to the Form 8-K as filed on March 22, 2024. |
| (8) | Incorporated herein by reference from the Exhibit to the Form 8-K as filed on April 2, 2021. |
| (10) | Incorporated herein by reference from the Exhibits to the Form 8-K as filed on February 22, 2019. |
| (13) | Incorporated herein by reference from the Exhibit to the Form 8-K as filed on January 19, 2011. |
| (14) | Incorporated herein by reference from the Exhibits to the Form 8-K as filed on January 23, 2015. |
| (15) | Incorporated herein by reference from the Appendix to the Proxy Statement as filed on April 6, 2018. |
| (16) | Incorporated herein by reference from the Exhibits to the Form 10-Q as filed on May 10, 2019. |
| (17) | Incorporated herein by reference from the Appendix to the Proxy Statement as filed on April 8, 2022. |
| * | Denotes a management contract or compensatory plan or arrangement. |
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