8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 14, 2024

BERKSHIRE HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-15781	04-3510455
(State or Other Jurisdiction) of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

60 State Street, Boston, Massachusetts	02109
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 773-5601, ext. 133773

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BHLB	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Berkshire Hills Bancorp, Inc. (the “Company”) and Berkshire Bank (the “Bank”) announced today that R. David Rosato, Chief Financial Officer of the Company and the Bank, has decided to step down to pursue other interests. Mr. Rosato will remain with the company through June 14, 2024, as the Company transitions his responsibilities to Brett Brbovic.

The Company and Berkshire Bank have appointed Brett Brbovic, age 43, as Executive Vice President and Chief Financial Officer, effective June 14, 2024.  Mr. Brbovic will also continue to serve as the Company’s Chief Accounting Officer.  Mr. Brbovic joined the Company from KPMG LLP in 2012 and has served as Chief Accounting Officer since 2015.  He has previously served as Interim Chief Financial Officer, from October 7, 2022, to February 6, 2023.  There are no transactions requiring disclosure pursuant to Item 404 of Regulation S-K.

In his new role as CFO, Mr. Brbovic’s annual base salary will be $325,000 and he will participate in the Berkshire Bank Enhanced Change in Control Severance Plan, which provides that upon an involuntary termination for a reason other than for cause, death or disability, or upon a voluntary termination for good reason in connection with or following a change in control of the Company or the Bank, the executive would be entitled to: (i) a cash severance payment equal to one times base salary and cash incentive, plus the annual cash incentive pro-rated through the date of termination, and (ii) life insurance, non-taxable medical and dental coverage substantially identical to the coverage maintained for the executive prior to termination of employment for 24 months following termination of employment, with the executive paying his share of the premiums. Severance payments will be reduced to avoid liability under Section 280G of the Internal Revenue Code of 1986, as amended, if necessary.  In addition, Mr. Brbovic will be eligible to participate in bonus programs and other benefit plans and arrangements applicable to executive employees.

On May 14, 2024, the Company issued a press release announcing Mr. Rosato’s stepping down and Mr. Brbovic’s promotion. That press release is attached to this report as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.  Not applicable.

(b) Pro Forma Financial Information.  Not applicable.

(c) Shell Company Transactions.  Not applicable.

(d) Exhibits.  None.

Exhibit No.	Description
99.1	Press release issued by the Company on May 14, 2024
104.1	Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		Berkshire Hills Bancorp, Inc.
DATE: May 14, 2024	By:	/s/ Nitin J. Mhatre
		Nitin J. Mhatre, President and CEO

EX-99.1

EXHIBIT 99.1

Berkshire Hills Announces Executive Transition

BOSTON, May 14, 2024 - Berkshire Hills Bancorp, Inc. (the “Company”, NYSE: BHLB) and Berkshire Bank (the “Bank”) announced today that R. David Rosato, Chief Financial Officer, has decided to step down to pursue other interests. Mr. Rosato will remain with the company through June 14, 2024, as the Company transitions his responsibilities to Brett Brbovic.

The Company and the Bank have appointed Chief Accounting Officer Brett Brbovic as Executive Vice President and Chief Financial Officer, effective June 14, 2024. Mr. Brbovic joined the Company from KPMG LLP in 2012 and has served as Chief Accounting Officer since 2015.  He previously served as Interim Chief Financial Officer, from October 7, 2022, to February 6, 2023.

Berkshire CEO Nitin Mhatre stated, “We’re grateful for the contributions that David has made in his service as CFO, and we wish him well in his future pursuits.  David has been instrumental in developing the bench strength for our Finance group that has enabled us to transition to a new leadership team, including Brett, who will be assuming the CFO role. We have made strong financial and strategic progress during David’s tenure, including strengthening the balance sheet, bolstering expense management discipline, and supporting our recent announcement of agreements to divest 10 financial centers and two well executed securities sales. Brett is a 12-year Berkshire Bank veteran with a strong track record and deep institutional knowledge. I’m confident in his ability to lead our Finance team and build on the changes that David has implemented. Berkshire’s leadership is committed to maintaining recent momentum and our entire team is focused on the goal to be a high-performing, relationship-driven, community-focused bank.”

Mr. Rosato added, "I am proud to have been part of Berkshire and to have had the unique opportunity to leverage my experience to bolster Berkshire Bank’s Finance group and transition it over to the talented leaders who will help the Bank further improve its profitability in coming years. I enjoyed working with Nitin and the team to help Berkshire create a solid financial foundation for growth. My best wishes to Brett and the Berkshire team for continued success.”

Brett Brbovic

Incoming CFO Brett Brbovic stated, “I’m excited to step into this role and continue to work alongside the talented employees in our Finance department to create long-term shareholder value. I’m committed to continuing to build on the strong foundation we’ve created in Finance under David’s leadership and accelerate our forward momentum to help deliver stronger returns for our shareholders.”

ABOUT BERKSHIRE HILLS BANCORP

Berkshire Hills Bancorp, Inc. (NYSE: BHLB) is the parent company of Berkshire Bank, a relationship-driven, community-focused bank with $12.1 billion in assets and 96 financial centers in New England and New York. Berkshire is headquartered in Boston and offers commercial, retail, private banking, and wealth solutions.

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. There are many factors that could cause actual results to differ significantly from expectations described in the forward-looking statements. For a discussion of such factors, please see Berkshire’s most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission and available on the SEC’s website at www.sec.gov. You should not place undue reliance on forward-looking statements, which reflect our expectations only as of the date of this document. Berkshire does not undertake any obligation to update forward-looking statements.

Investor Contact

Kevin Conn, Investor Relations

617.641.9206

KAConn@berkshirebank.com

Media Contact:

Gary Levante, Corporate Communications

413.447.1737

GLevante@berkshirebank.com

XML

Document and Entity Information	May 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2024
Entity File Number	001-15781
Entity Registrant Name	BERKSHIRE HILLS BANCORP, INC.
Entity Central Index Key	0001108134
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3510455
Entity Address, Address Line One	60 State Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	800
Local Phone Number	773-5601
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	BHLB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false