tm2622978-1_424b5 - none

424B5 1 tm2622978-1_424b5.htm 424B5 tm2622978-1_424b5 - none - 6.7223496s

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities is effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-294016

Preliminary Prospectus Supplement dated August 17, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT
(to prospectus dated March 4, 2026)

Beacon Financial Corporation

$
% Fixed-to-Floating Rate Subordinated Notes due 2036

Beacon Financial Corporation is offering $ aggregate principal amount of our % fixed-to-floating rate subordinated notes due 2036, which we refer to herein as the “notes.” The notes will rank equally in right of payment with our other unsecured subordinated debt.

The notes will mature on , 2036. From and including the date of issuance to, but excluding, , 2031 (unless redeemed prior to such date), the notes will bear interest at a rate of % per year, payable semiannually in arrears on and of each year, commencing on , 2027. From and including , 2031 to, but excluding, the maturity date (unless redeemed prior to such date), the notes will bear interest at a floating rate per year equal to the Benchmark (as defined herein), which is expected to be Three-Month Term SOFR (as defined herein), subject to the provisions described under “Description of the Notes — Payment of Principal and Interest” in this prospectus supplement, plus basis points, payable quarterly in arrears on , , and of each year, commencing on , 2031. Notwithstanding the foregoing, if the Benchmark is less than zero, the Benchmark shall be deemed to be zero. The notes will not be listed on any securities exchange or included in any automated dealer quotation system.

We may redeem the notes, at our sole option, beginning with the interest payment date of , 2031 and on any date thereafter, in whole or in part (an “Optional Redemption”), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption, subject to prior approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), to the extent that such approval is then required under the rules of the Federal Reserve. The notes may not otherwise be redeemed by us prior to the scheduled maturity of the notes, unless certain events occur, as described under “Description of the Notes — Redemption” in this prospectus supplement.

The notes will be unsecured obligations of ours and will be subordinated in right of payment to all our existing and future senior indebtedness (as defined in our subordinated indenture under which the notes are to be issued and described under “Description of the Notes — Subordination of the Notes” in this prospectus supplement), whether secured or unsecured. There is no sinking fund for the notes. The notes will not be convertible or exchangeable. Because Beacon Financial Corporation is a holding company, our cash flows, and, consequently, our ability to pay and discharge our obligations, including the principal of, and interest on, our debt securities, is dependent on dividends, distributions and other payments made to us by our subsidiaries, primarily our wholly-owned subsidiary, Beacon Bank & Trust, which is a Massachusetts-chartered trust company (the “Bank”), and funds we obtain from our corporate borrowings, or sales of our securities. Our right to receive any payments or distribution of cash or assets from our subsidiaries upon their liquidation or reorganization, and the consequent right of the holders of our debt securities to participate in the proceeds of those payments or distributions, are effectively subordinated to all of the existing and future indebtedness, deposits and other liabilities of the Bank and our other current and future subsidiaries, including, without limitation, the Bank’s liabilities to depositors in connection with the deposits in the Bank, its liabilities to general creditors and its liabilities arising during the ordinary course or otherwise. The notes are obligations of Beacon Financial Corporation only and are not obligations of, and are not guaranteed by, any of our subsidiaries, including the Bank.

Investing in the notes involves certain risks. Before investing in the notes, you should consider the information under the heading “Risk Factors” beginning on page S-6 of this prospectus supplement, and under the heading “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our subsequently filed Quarterly Reports on Form 10-Q, which are incorporated herein by reference.

Per Note

Total

Public offering price

Underwriting discount(1)

Proceeds, before expenses, to Beacon Financial Corporation

(1)

The underwriters will also be reimbursed for certain expenses incurred in this offering. See “Underwriting (Conflicts of Interest)” for details.

None of the Securities and Exchange Commission, the Federal Deposit Insurance Corporation (the “FDIC”), the Federal Reserve, any state securities commission nor any other regulatory body has approved or disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes are not savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the FDIC or any other governmental agency.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company and its participants against payment therefor in immediately available funds on or about , 2026, which is the business day following the date of pricing of the notes (such settlement being referred to as “T+ ”). See “Underwriting (Conflicts of Interest)” for details.

Joint Book-Running Managers

	Keefe, Bruyette & Woods			Piper Sandler & Co.
	A Stifel Company

Prospectus Supplement dated , 2026

	ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS					S-ii
	WHERE YOU CAN FIND MORE INFORMATION					S-iii
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					S-iii
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					S-v
	PROSPECTUS SUPPLEMENT SUMMARY					S-1
	THE OFFERING					S-2
	RISK FACTORS					S-6
	USE OF PROCEEDS					S-14
	CAPITALIZATION					S-15
	DESCRIPTION OF THE NOTES					S-17
	MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS					S-34
	CERTAIN ERISA AND BENEFIT PLAN CONSIDERATIONS					S-40
	UNDERWRITING (CONFLICTS OF INTEREST)					S-42
	LEGAL MATTERS					S-45
	EXPERTS					S-45

	Page
ABOUT THIS PROSPECTUS		2
WHERE YOU CAN FIND MORE INFORMATION		3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		5
RISK FACTORS		7
BEACON FINANCIAL CORPORATION		8
USE OF PROCEEDS		9
THE SECURITIES WE MAY OFFER		10
DESCRIPTION OF COMMON STOCK		11
DESCRIPTION OF PREFERRED STOCK		14
DESCRIPTION OF DEBT SECURITIES		16
DESCRIPTION OF DEPOSITARY SHARES		23
DESCRIPTION OF WARRANTS		26
DESCRIPTION OF PURCHASE CONTRACTS		27
DESCRIPTION OF UNITS		28
DESCRIPTION OF SUBSCRIPTION RIGHTS		29
GLOBAL SECURITIES		30
PLAN OF DISTRIBUTION		32
SELLING SECURITYHOLDERS		35
LEGAL OPINION		35
EXPERTS		35

	As of June 30, 2026
(dollars in thousands except share data) (unaudited)	Actual			As Adjusted for this Offering
Assets
Cash and due from banks		$	240,680		$
Liabilities
Deposits:
Non-interest-bearing deposits:
Demand checking accounts			3,910,604			3,910,604
Interest-bearing deposits:
NOW accounts			1,569,862			1,569,862
Savings accounts			3,035,355			3,035,355
Money market accounts			4,461,990			4,461,990
Payroll deposit accounts			1,212,178			1,212,178
Certificate of deposit accounts			4,064,518			4,064,518
Brokered deposit accounts			231,357			231,357
Total interest-bearing deposits			14,575,260			14,575,260
Total deposits			18,485,864			18,485,864
Borrowed funds:
Advances from the FHLB			633,292			633,292
2029 Notes			72,537			72,537
5.5% Fixed-to-Variable Rate Subordinated Notes due 2032			98,591			98,591
Other existing junior subordinated debentures			31,150			31,150
Subordinated notes offered hereby			—
Other borrowed funds			53,022			53,022
Total borrowed funds			888,592
Operating lease liabilities			90,936			90,936
Reserve for unfunded credits			13,470			13,470
Accrued expenses and other liabilities			232,306			232,306
Total Liabilities			19,711,168
Stockholders’ Equity
Common stock, $0.01 par value; 200,000,000 shares authorized; 89,576,403 shares issued			896			896
Additional paid-in capital			2,164,080			2,164,080
Retained earnings			542,304			542,304

Underwriters	Principal Amount of Notes
Keefe, Bruyette & Woods, Inc.		$
Piper Sandler & Co.		$
Total		$

	As of June 30, 2026
(dollars in thousands except share data) (unaudited)	Actual			As Adjusted for this Offering
Accumulated other comprehensive (loss) income			(34,929)			(34,929)
Treasury stock, at cost; 5,211,670 shares			(132,555)			(132,555)
Total Stockholders’ Equity			2,539,796			2,539,796
Total Liabilities and Stockholders’ Equity		$	22,250,964		$
Capital Ratios
Common equity tier 1 capital ratio			11.57%			%
Tier 1 leverage capital ratio			9.80%			%
Tier 1 risk-based capital ratio			11.74%			%
Total risk-based capital ratio			13.61%			%