0001104659-26-099244 Sample Contracts
175,000,000 Beacon Financial CorporationUnderwriting Agreement • August 20th, 2026 • Beacon Financial Corp • Savings institutions, not federally chartered • New York
Beacon Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A hereto (the “Underwriters”), pursuant to the terms set forth in this Underwriting Agreement (this “Agreement”), $175,000,000 aggregate principal amount of the Company’s 6.25% Fixed- to-Floating Rate Subordinated Notes due September 1, 2036 (the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time (as defined below), between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) and Piper Sandler & Co. (“PS”) have agreed to act as Representatives of the several Underwriters (in such capacity, the “Re