Brookline Director Reports Zero Holdings Following Merger Conversion

Rhea-AI Filing Summary

Bogdan Nowak, a director of Brookline Bancorp Inc. (BRKL), reported on Form 4 that on 09/01/2025 his holdings in Brookline common stock were disposed as part of the merger transaction with Berkshire Hills Bancorp, Inc.

The form shows three disposition entries totaling 523,622.442 shares (245,726.712; 255,567.73; 22,328). After the reported transactions the filing indicates 0 shares beneficially owned directly and 0 indirectly, with the 22,328 shares previously held indirectly by Sydenham Corporation. The explanation states that under the Agreement and Plan of Merger each Brookline share was converted into the right to receive 0.42 shares of Berkshire common stock, with cash paid in lieu of any fractional shares.

Positive

• Transaction explicitly tied to merger conversion terms (0.42 Berkshire shares per Brookline share) are disclosed
• Form filed and signed by power of attorney, indicating timely Section 16 reporting compliance

Negative

• Large aggregate disposition of Brookline common stock totaling 523,622.442 shares reported
• Reporting person shows 0 shares beneficially owned following the transactions (directly and indirectly)

Insights

Financial Analyst

TL;DR: Director disposed of a large block of BRKL shares due to the Berkshire merger conversion; holdings now shown as zero.

The Form 4 documents a substantial disposition of Brookline common stock totaling 523,622.442 shares on 09/01/2025. The filing explicitly ties these dispositions to the merger conversion into Berkshire Hills Bancorp shares at a conversion ratio of 0.42 per Brookline share, with cash for fractional shares. Because this was a corporate merger exchange rather than an open-market sale, the director’s change in reported ownership reflects a transactional corporate event. For investors, the key factual implication is the termination of direct and indirect Brookline equity positions for this reporting person as shown on the form.

Corporate Governance Expert

TL;DR: Insider filings show compliance with Section 16 reporting following the merger; signature executed by POA.

The Form 4 is filed by Bogdan Nowak and signed by a power of attorney, Marissa S. Martin, on 09/02/2025, indicating timely reporting of changes in beneficial ownership. The disclosure clearly describes the mechanic of share conversion under the Agreement and Plan of Merger and shows the reporting person holds no remaining Brookline shares directly or indirectly. From a governance standpoint, the filing documents proper Section 16 reporting of a material post-merger ownership change.

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
Estimated average burden
hours per response:			0.5

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^*

NOWAK BOGDAN

(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)

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

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		245,726.712	D	(1)	0	D
Common	09/01/2025		D		255,567.73	D	(1)	0	D
Common	09/01/2025		D		22,328	D	(1)	0	I	By Sydenham Corporation

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:

	Bogdan Nowak by Marissa S. Martin, P.O.A.	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 did the Form 4 for BRKL report on 09/01/2025?

It reported dispositions of Brookline common stock totaling 523,622.442 shares on 09/01/2025, tied to the merger conversion.

Why were Bogdan Nowak’s BRKL shares disposed according to the filing?

The filing states each Brookline share was converted into the right to receive 0.42 shares of Berkshire common stock, with cash for fractional shares, under the merger agreement.

How many BRKL shares does Bogdan Nowak beneficially own after the reported transactions?

The Form 4 shows 0 shares beneficially owned following the reported transactions, both directly and indirectly.

Who signed the Form 4 on behalf of Bogdan Nowak?

The form was signed by Marissa S. Martin as power of attorney for Bogdan Nowak on 09/02/2025.

Was any indirect ownership by an entity disclosed?

Yes; the filing shows 22,328 shares were previously held indirectly by Sydenham Corporation and were disposed in the transaction.