BRKL Form 4: Insider Dispositions After Merger Conversion (0.42 Berkshire/Sh)

Paul A. Perrault, Chairman & CEO of Brookline Bancorp, Inc. (BRKL), reported dispositions of his Brookline common stock tied to the company’s merger transaction with Berkshire Hills Bancorp.

Rhea-AI Filing Summary

Paul A. Perrault, Chairman & CEO of Brookline Bancorp, Inc. (BRKL), reported dispositions of his Brookline common stock tied to the company’s merger transaction with Berkshire Hills Bancorp. The Form 4 shows disposition of 486,621 shares and 75,000 shares, leaving the reporting person with 0 shares beneficially owned following the transactions. Per the filing, each share of Brookline common stock was converted into the right to receive 0.42 shares of Berkshire common stock with cash paid for any fractional share amounts.

Positive

• Merger consideration disclosed: Each Brookline share converts into 0.42 Berkshire shares plus cash for fractional shares
• Clear disclosure of indirect interest: Indirect ownership via GRAT #3 is identified

Negative

• Reporting person holds 0 Brookline shares after transaction as shown in the Form 4
• Large dispositions recorded: 486,621 and 75,000 Brookline common shares were disposed

Insights

Corporate Governance Expert

TL;DR: Insider dispositions reflect ownership conversion under a merger, not necessarily discretionary sales.

The filing documents that the reporting person’s Brookline holdings were converted and disposed in connection with the merger exchange terms, resulting in zero beneficial ownership of Brookline common stock. From a governance perspective, this is a mechanical outcome of a corporate transaction rather than an independent trading decision by the insider. The Form 4 correctly discloses direct and indirect holdings and identifies an indirect interest via a grantor retained annuity trust (GRAT #3).

M&A Specialist

TL;DR: The report records consummation of the merger consideration: Brookline shares converted to Berkshire stock at a specified ratio.

The explanatory note states that Brookline common shares were converted into the right to receive 0.42 shares of Berkshire common stock plus cash for fractional shares, consistent with a stock-for-stock merger structure with cash in lieu for fractions. The reported dispositions (486,621 and 75,000 shares) appear to reflect the exchange of outstanding Brookline shares rather than market sales, which is typical when issuers are acquired and shares are converted under merger terms.

Insider Trade Summary

Disposition: 561,621 shares

Disposition 2 txns

Insider PERRAULT PAUL A

Role Chairman & CEO

Type	Security	Shares	Price	Value
Disposition	Common	486,621	$0.00	$0.00
Disposition	Common	75,000	$0.00	$0.00

Holdings After Transaction: Common — 0 shares (Direct); Common — 0 shares (Indirect, By Paul A. Perrault GRAT #3)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did the Form 4 for BRKL report?

The Form 4 reports dispositions of Brookline common stock totaling 561,621 shares and shows the reporting person holds 0 shares thereafter.

Why were Brookline shares disposed according to the filing?

The filing explains the dispositions resulted from the merger exchange in which each Brookline share was converted into 0.42 Berkshire shares with cash paid for fractional shares.

Who filed the Form 4 for BRKL?

The reporting person is Paul A. Perrault, identified as Chairman & CEO, with an indirect interest noted via GRAT #3.

How many shares were converted under the merger formula?

Per the disclosure, conversion occurred at a ratio of 0.42 Berkshire shares for each Brookline share, with cash in lieu for fractional shares.

Does the Form 4 indicate market sales by the insider?

The Form 4 attributes the dispositions to the merger conversion and states the conversion terms; it does not present them as voluntary open-market sales.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/02/2025 - 08:30 AM Learn about SEC filing dates

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^*

PERRAULT PAUL A

(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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		486,621	D	(1)	0	D
Common	09/01/2025		D		75,000	D	(1)	0	I	By Paul A. Perrault GRAT #3

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:

	Paul A. Perrault, 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.