Brookline Director Holdings Converted to Berkshire at 0.42 Ratio

Rhea-AI Filing Summary

On September 1, 2025, reporting person Joanne B. Chang, a director of Brookline Bancorp, Inc. (BRKL), recorded a non‑derivative disposition of 24,866 common shares resulting in 0 shares beneficially owned after the transaction. The filing explains this disposition arose from the terms of the Agreement and Plan of Merger with Berkshire Hills Bancorp, Inc., under which each share of Brookline common stock was converted into the right to receive 0.42 shares of Berkshire common stock plus cash in lieu of fractional shares. The Form 4 was signed by power of attorney on September 2, 2025.

Positive

• Transaction tied to a merger with explicit conversion ratio (0.42 Berkshire shares per Brookline share), providing clear consideration terms
• Timely Section 16 disclosure executed and filed (Form 4 signed by POA on 09/02/2025)

Negative

• Reporting person holds 0 shares of Brookline after the transaction, eliminating director's direct ownership in the issuer

Insights

Financial Analyst

TL;DR: Director's Brookline shares were converted under the merger; reported disposition shows no remaining ownership.

The Form 4 documents a non‑derivative disposal of 24,866 Brookline shares due to a merger conversion into Berkshire Hills stock and cash for fractional shares. This is a transactional conversion rather than an open‑market sale, so it reflects corporate action mechanics, not a director-initiated cash liquidation. The immediate investor impact is procedural: ownership of Brookline equity ceased and consideration moved to Berkshire shares/cash as specified by the merger terms.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting: change driven by merger, properly reported by director via POA.

The filing discloses compliance with insider reporting requirements after the merger conversion event. The signature by power of attorney on September 2, 2025, indicates timely filing. Material governance implication is the cessation of the director's direct Brookline holdings; any post‑merger holdings would be in Berkshire Hills and require subsequent disclosure under applicable rules.

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

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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^*

Chang Joanne B.

(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		24,866	D	(1)	0	D

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:

	Joanne B. Chang 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 happened to Joanne B. Chang's Brookline Bancorp (BRKL) shares?

The Form 4 reports a disposition of 24,866 Brookline shares on 09/01/2025 resulting in 0 shares beneficially owned following the transaction.

Why were the shares disposed according to the Form 4?

Per the filing, the shares were converted under the Agreement and Plan of Merger with Berkshire Hills Bancorp, Inc., not sold in the market.

What consideration did Brookline shareholders receive in the merger?

Each Brookline share was converted into the right to receive 0.42 shares of Berkshire common stock and cash in lieu of any fractional share.

When was the Form 4 filed and who signed it?

The Form 4 shows execution by Joanne B. Chang by Marissa S. Martin, P.O.A. on 09/02/2025.

Does this Form 4 indicate an open‑market sale by the director?

No. The filing states the change resulted from the merger conversion under the merger agreement, not an open‑market transaction.