BRKL Insiders Convert 156,695 Shares at 0.42 Exchange Ratio in Merger

Rhea-AI Filing Summary

Brookline Bancorp insider transaction tied to merger with Berkshire Hills. On 09/01/2025 the reporting person, Carl M. Carlson (Co-President & CFO and Director), disposed of 156,695 shares of Brookline Bancorp common stock. Per the merger agreement, each Brookline share converted into the right to receive 0.42 shares of Berkshire Hills Bancorp common stock with cash paid in lieu of fractional shares. After the reported disposition the filing shows 0 shares beneficially owned by the reporting person. The Form 4 was signed by power of attorney on 09/02/2025.

Positive

• Merger consideration specified: Exchange ratio of 0.42 Berkshire Hills shares per Brookline share provides clear, concrete terms for conversion.
• Fractional shares addressed: Cash will be paid in lieu of fractional Berkshire shares, eliminating ambiguity for fractional holdings.

Negative

• Reporting person no longer holds Brookline common stock: Disposal of 156,695 shares resulted in 0 shares beneficially owned, reducing insider stake in the legacy issuer.

Insights

M&A Specialist

TL;DR: Transaction reflects closing mechanics of a merger where seller-side shares converted into acquirer stock and fractional cash.

The Form 4 documents a post-merger security conversion and disposition rather than an open-market sale for liquidity or trading reasons. The 0.42 exchange ratio and cash-in-lieu of fractions are standard merger consideration mechanics. The disposal of 156,695 Brookline shares is consistent with conversion into Berkshire Hills shares and suggests the reporting person did not retain legacy Brookline equity after the transaction. For investors, this is procedural: ownership changed form due to the merger rather than an independent insider sale.

Corporate Governance Expert

TL;DR: Insider filing documents executive-level holdings converted and disposed under merger terms; no new governance disclosures shown.

The filing lists Carlson as Co-President & CFO and Director and reports beneficial ownership falling to zero following the conversion/disposition. This Form 4 does not disclose any new grants, exercises, or separate opportunistic sales; it instead records the mechanical conversion of shares under the Agreement and Plan of Merger. From a governance perspective, the filing signals completion of ownership transition for this officer but does not indicate a voluntary divestiture beyond merger consideration mechanics.

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

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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^*

Carlson Carl M

(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)
	Co-President & CFO

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		156,695	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:

	Carl M. Carlson, 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 Carl M. Carlson report on the Form 4 for BRKL?

The Form 4 reports that on 09/01/2025 Carlson disposed of 156,695 Brookline Bancorp shares, resulting in 0 shares beneficially owned following the transaction.

Why were Brookline shares disposed of on 09/01/2025?

The filing states the disposals were pursuant to the Agreement and Plan of Merger: each Brookline share converted into the right to receive 0.42 Berkshire Hills shares with cash for fractional shares.

Did the Form 4 disclose an open-market sale or option exercise?

No. The Form 4 attributes the change to the merger conversion mechanics rather than an independent market sale or option exercise.

How much Berkshire Hills stock does each Brookline share convert into?

Each Brookline share converts into 0.42 shares of Berkshire Hills Bancorp common stock, with cash paid for any fractional share amounts.

When was the Form 4 signed and by whom?

The Form 4 was signed on 09/02/2025 by Carl M. Carlson by power of attorney (Marissa S. Martin, P.O.A.).