Form 4: Berkshire Hills Bancorp EVP & CFO Reports Routine Stock Disposition for Tax Obligations

Berkshire Hills Bancorp's Executive Vice President and Chief Financial Officer, Brett Brbovic, reported the disposition of 430 shares of common stock at $26.05 per share on July 1, 2025, primarily to satisfy tax withholding obligations.

Summary

• The reporting person is Brett Brbovic, Executive Vice President and Chief Financial Officer of Berkshire Hills Bancorp Inc. (BHLB).
• On July 1, 2025, 430 shares of Berkshire Hills Bancorp Common Stock were disposed of by the reporting person.
• The disposition was made to the issuer (Code F) at a price of $26.05 per share, typically for tax withholding purposes.
• Following this transaction, Brett Brbovic directly owns 10,796 shares of Common Stock.
• Additionally, Brett Brbovic indirectly owns 2,926 shares via Stock Award V, 2,435 shares via Stock Award IV, 1,632 shares via Stock Award III, 1,099 shares via Stock Award II, and 586 shares via a 401(k) plan.
• Since the last report, 1,462 shares previously held through Stock Award V have vested and are now directly owned by the reporting person.

Sentiment

Score: 5

Explanation: Neutral. This is a routine insider transaction for tax purposes, not indicative of positive or negative company performance or executive sentiment towards the stock beyond compensation structure.

Positives

• 1,462 shares from Stock Award V vested, transitioning from indirect to direct ownership for the EVP and CFO, indicating the successful fulfillment of equity compensation terms.

Negatives

• Disposition of 430 shares of common stock, although for tax purposes, results in a reduction of the executive's direct shareholding.

Risks

• NA

Future Outlook

NA

Management Comments

• NA

Industry Context

This Form 4 filing details a routine insider transaction, specifically the disposition of shares for tax withholding purposes, which is a common practice across all industries for executives receiving equity compensation. It does not reflect broader industry trends or specific competitive dynamics.

Comparison to Industry Standards

• The disposition of shares for tax withholding is a standard practice for executives receiving equity compensation across all industries, including financial services. This transaction aligns with typical compensation plan structures where vested shares are partially sold to cover tax liabilities upon vesting. No specific comparable companies or projects are relevant for this type of routine insider transaction.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Disposition of 430 shares of common stock to Berkshire Hills Bancorp Inc. to satisfy tax withholding obligations related to equity compensation.

Stakeholder Impact

• Shareholders: The transaction is a routine disposition for tax purposes and does not indicate a change in the company's financial health or strategic direction. It represents a small reduction in the executive's direct ownership, offset by continued indirect holdings and vesting.
• Employees: No direct impact on general employees.

Next Steps

• Continued vesting of various stock awards for the reporting person on future dates, including January 30, 2026, April 1, 2026, and April 1, 2027, as per the Berkshire Hills Bancorp, Inc. 2022 Equity Compensation Plan.

Key Dates

Recommendation

Keywords

Berkshire Hills Bancorp, BHLB, Form 4, insider transaction, stock disposition, tax withholding, executive compensation, Brett Brbovic