Brookline Bancorp Insider Conversion: Goldrick Reports Disposal After Merger

Rhea-AI Filing Summary

Michael P. Goldrick, a director and CEO of PCSB Bank, reported changes in beneficial ownership of Brookline Bancorp Inc. (BRKL) common stock related to a merger conversion on September 1, 2025. Per the merger agreement, each Brookline share was converted into 0.42 shares of Berkshire Hills Bancorp, Inc. plus cash for fractional shares. The Form 4 shows Goldrick disposed of 38,091 shares and an additional 5,000 shares from an IRA, leaving 0 shares beneficially owned following the transactions. The filing was signed by Goldrick by power of attorney on September 2, 2025.

Positive

• Transaction aligns with merger terms converting Brookline shares into Berkshire Hills shares and cash, providing clear disclosure of consideration received
• Filing updates insider ownership to reflect post-merger capital structure, aiding transparency for investors and regulators

Negative

• Reporting person no longer beneficially owns Brookline shares (0 shares reported following the conversion), reducing insider ownership visibility in BRKL

Insights

Corporate Governance Expert

TL;DR Insider ownership in Brookline converted and reduced to zero through merger consideration; disclosure is routine but material to ownership records.

The Form 4 documents an ownership change driven by the Agreement and Plan of Merger converting Brookline common stock into Berkshire Hills shares and cash for fractions. The reporting person disposed of 38,091 shares directly and 5,000 shares indirectly via an IRA and reports zero shares owned post-transaction. This is a compliance-focused filing to record the merger exchange rather than a voluntary sale, and it updates public ownership records accordingly. For governance, the key point is that an officer/director no longer holds Brookline equity following the corporate combination.

Securities Analyst

TL;DR Transaction reflects merger consideration conversion; it's informative for cap table adjustments but not a standalone signal on performance.

The disposal quantities mirror the mechanics of the merger consideration (0.42 Berkshire shares per Brookline share plus cash for fractions). Reporting shows full conversion of the reported holdings to Berkshire consideration, with no retained Brookline shares. For investors, this clarifies insider holdings post-merger and assists in reconciling outstanding share counts and insider ownership percentages. There is no explicit indication of additional voluntary sales or new derivative positions in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goldrick Michael P

(Last) (First) (Middle)

131 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BROOKLINE BANCORP INC [ BRKL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO PCSB Bank

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	09/01/2025		D		38,091	D	(1)	0	D
Common	09/01/2025		D		5,000	D	(1)	0	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger by and among Berkshire Hills Bancorp, Inc. (Berkshire) , Commerce Acquisition Sub, Inc. and Brookline Bancorp, Inc. (the Issuer), on September 1, 2025, each share of Issuer common stock was converted into the right to receive 0.42 shares of Berkshire common stock and cash in lieu of any fractional share of Berkshire common stock.

Remarks:

	Michael P. Goldrick, by Marissa S. Martin, POA	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What happened to Michael P. Goldrick's Brookline Bancorp (BRKL) shares?

He disposed of 38,091 shares directly and 5,000 shares indirectly (IRA) as those shares were converted under the merger into Berkshire Hills shares and cash.

Why were the shares disposed of on the Form 4 dated 09/01/2025?

The disposals reflect the Agreement and Plan of Merger whereby each Brookline common share was converted into 0.42 shares of Berkshire Hills common stock plus cash in lieu of fractional shares.

How many Brookline shares does Goldrick own after the reported transactions?

0 shares beneficially owned following the reported transactions in this Form 4.

When was the Form 4 signed and filed for this transaction?

The filing is dated September 2, 2025, signed by Michael P. Goldrick by power of attorney (Marissa S. Martin, POA).

Does the Form 4 show any derivative transactions or new holdings?

No derivative securities or new holdings are reported in Table II of this Form 4.