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BERKSHIRE HILLS BANCORP INC

For the period ended Dec 31, 2024. Filed Mar 3, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 3, 2025

BBT$31.01+1.1%Stored close · as of Nov 10, 2026

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Contents

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

2.1Agreement 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)
3.1Amended Certificate of Incorporation of Berkshire Hills Bancorp, Inc. (2)
3.2Amended and Restated Bylaws of Berkshire Hills Bancorp, Inc. (3)
3.4Certificate of Designations of the Series B Non-Voting Preferred Stock (4)
4.1Form of Common Stock Certificate of Berkshire Hills Bancorp, Inc. (2)
4.2Note Subscription Agreement by and among Berkshire Hills Bancorp, Inc. and certain subscribers dated September 20, 2012 (5)
4.3Description of Berkshire Hills Bancorp, Inc. Securities (6)
10.1Three-Year Employment Agreement by and among Berkshire Hills Bancorp, Inc., Berkshire Bank and Nitin J. Mhatre (7)*
10.2Berkshire Bank Supplemental Executive Retirement Agreement entered into with Nitin J. Mhatre (8)*
10.3Amended and Restated Three Year Change in Control Agreement by and among Berkshire Hills Bancorp, Inc., Berkshire Bank and Sean A. Gray (9) *
10.4Supplemental Executive Retirement Agreement between Berkshire Bank and Sean A. Gray (10)*
10.5Employment Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., Berkshire Bank, Brookline Bank and Sean A. Gray (11)*
10.6Berkshire Bank Enhanced Change in Control Severance Plan (Brett J. Brbovic, James C. Brown, Gregory D. Lindenmuth)(12)*
10.7Form of Split Dollar Agreement entered into with Sean A. Gray (13)*
10.8Berkshire Bank Executive Long-Term Care Insurance Plan (14)*
10.9Berkshire Hills Bancorp, Inc. 2018 Equity Incentive Plan (15)*
10.10Senior Executive Short Term Incentive Plan (16)*
10.11Berkshire Hills Bancorp, Inc. 2022 Equity Incentive Plan (17)*
10.12Form of Securities Purchase Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., and the other parties identified therein. (1)
10.13Form of Registration Rights Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., and the other parties identified therein. (1)
19.0Berkshire Hills Bancorp, Inc. Policy Regarding Insider Trading
21.0Subsidiary Information
23.1Consent of Crowe LLP
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97Berkshire Hills Bancorp, Inc. Clawback Policy (18)
101Interactive 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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