Beacon Financial Corporation

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Beacon Financial Corporation (the "Company") announced the retirement of Wm. Gordon Prescott as General Counsel and Corporate Secretary effective as of July 31, 2026. The Company also announced the appointment of John B. Eagan as General Counsel and Corporate Secretary effective as of August 1, 2026.

Item 8.01. Other Events. Adoption of “Good Leaver” Policy On July 29, 2026, the Board of Directors of the Company (the “Board”) adopted an Equity Award Treatment upon Retirement Policy (the “Good Leaver Policy”). The Good Leaver Policy applies to members of the Management Committee of the Company and other key employees selected by the Compensation Committee of the Board (the “Committee”). The Good Leaver Policy establishes general guidelines and principles with respect to the Retirement (as defined below) of eligible participants and is designed to support the Company’s succession planning and talent development strategy. Under the Good Leaver Policy, subject to satisfaction of certain requirements and Committee approval, a participant will be eligible to receive full or partial continued vesting of certain equity awards as follows: Time-based awards will continue to vest based upon the original vesting dates in the applicable award agreements. Performance-based awards will continue to vest based upon actual performance at the end of the applicable performance period. Awards that were granted in the year of Retirement will be prorated based on time worked by the participant during the year. The participant will also be required to sign a release of claims and to reaffirm or enter into to certain post-employment restrictive covenants, including non-competition, non-solicitation and confidentiality obligations, in order to retain his or her awards. For purposes of the Good Leaver Policy, “Retirement” means a voluntary termination by a participant (i) whose age and years of continuous service equals or exceeds 65, and (ii) has completed at least 5 years of continuous service with the Company. The Committee may, in its sole discretion, determine that a participant should be deemed to have satisfied the Retirement requirement even if he or she does not satisfy the foregoing criteria. The foregoing description of the Good Leaver Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Good Leaver Policy, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.