Brookline Bancorp Form 4: Hollister Holdings Converted to Berkshire Hills Consideration

Rhea-AI Filing Summary

Thomas J. Hollister, a director of Brookline Bancorp, disposed of all reported holdings in the issuer as a result of the company’s merger transaction on 09/01/2025. Under the Merger Agreement, each share of Brookline common stock was converted into the right to receive 0.42 shares of Berkshire Hills Bancorp, Inc. plus cash in lieu for any fractional share. The Form 4 shows three disposals on 09/01/2025: 52,266 shares (direct), 7,800 shares (indirect via IRA), and 2,300 shares (indirect via trust), leaving 0 shares beneficially owned following the reported transactions. The Form 4 was signed by power of attorney on 09/02/2025.

Positive

• Complete disclosure of insider ownership changes tied to the merger, showing transparency.
• Conversion terms are specified: each Brookline share converted into 0.42 Berkshire Hills shares plus cash for fractions.

Negative

• Insider no longer holds any beneficial shares of Brookline Bancorp following the reported transactions, reducing insider ownership in the legacy issuer.

Insights

Securities Analyst

TL;DR: Director holdings in BRKL were fully converted/disposed in the merger; this is a routine conversion-related disposition, not an open-market sale.

The Form 4 discloses complete disposition of both direct and indirect holdings by Thomas J. Hollister as of the merger effective date. The conversion ratio of 0.42 Berkshire shares per Brookline share and cash in lieu for fractions is the operative detail driving the change in beneficial ownership. For investors, this confirms insider holdings in the legacy issuer no longer exist post-closing and that insider activity reflects the corporate transaction mechanics rather than secondary-market repositioning.

Corporate Governance Expert

TL;DR: Insider filing matches a corporate-level merger conversion; disclosure is timely and documents the removal of issuer holdings.

The Form 4 provides transparent disclosure that the director’s Brookline shares were converted under the merger terms into Berkshire Hills consideration. The filing is procedural and consistent with Section 16 reporting obligations following a merger. The POA signature on 09/02/2025 indicates authorized submission. No allegations of unusual trading or selective disclosure are evident from this Form 4 alone.

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^*

Hollister Thomas J

(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		52,266	D	(1)	0	D
Common	09/01/2025		D		7,800	D	(1)	0	I	By Thomas J. Hollister IRA
Common	09/01/2025		D		2,300	D	(1)	0	I	By The Thomas J. Hollister Trust

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. (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:

	Thomas J. Hollister, 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 did Thomas J. Hollister report on Form 4 (BRKL)?

The Form 4 reports that Thomas J. Hollister disposed of 52,266 direct shares, 7,800 indirect shares (IRA), and 2,300 indirect shares (trust) on 09/01/2025.

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

The disposals resulted from the Merger Agreement where each Brookline share was converted into 0.42 shares of Berkshire Hills plus cash in lieu for fractional shares.

How many Brookline shares does Hollister beneficially own after the transactions?

The Form 4 reports 0 shares beneficially owned by Thomas J. Hollister following the reported transactions.

When was the Form 4 signed and who signed it?

The Form 4 was signed by Thomas J. Hollister, by Marissa S. Martin, POA on 09/02/2025.

What conversion ratio was applied to Brookline common stock?

The conversion ratio specified is 0.42 Berkshire Hills shares per Brookline share, with cash paid in lieu of fractional shares.