Brookline Bancorp Director Ownership Converted to Berkshire Hills Stock (Form 4)

Rhea-AI Filing Summary

Willard I. Hill Jr., a director of Brookline Bancorp, Inc. (BRKL), reported the disposition of his holdings on 09/01/2025 as part of a merger conversion. The Form 4 shows 31,729 shares of BRKL common stock were disposed and an additional 731 shares were disposed from an IRA, leaving zero shares beneficially owned following the transaction. The filing explains that under the merger agreement with Berkshire Hills Bancorp, Inc., each BRKL share was converted into the right to receive 0.42 shares of Berkshire common stock with cash paid in lieu for fractional shares. The Form 4 was signed by power of attorney on 09/02/2025.

Positive

• Disclosure of merger conversion provides transparent reporting of insider ownership changes
• Conversion ratio stated: 0.42 Berkshire shares per Brookline share clarifies consideration mechanics
• Section 16 reporting complied with via timely Form 4 filed and signed by POA

Negative

• Director no longer holds BRKL shares (beneficial ownership reduced to 0), eliminating insider ownership in the issuer

Insights

M&A Specialist

TL;DR: Insider disposals reflect merger consideration conversion; holdings in BRKL were eliminated and converted into Berkshire Hills shares.

The Form 4 documents a routine post-merger conversion of Brookline Bancorp common stock into Berkshire Hills consideration. The reporting person, a director, recorded dispositions totaling 32,460 shares (31,729 direct and 731 via IRA) on 09/01/2025, resulting in no remaining BRKL ownership. The filing cites the Agreement and Plan of Merger specifying a conversion ratio of 0.42 Berkshire shares per BRKL share and cash for fractional shares. This is a mechanics-driven change tied to deal terms rather than an open-market sale, so impact is primarily corporate-structure related rather than a signal about future operating performance.

Corporate Governance Expert

TL;DR: Director’s beneficial ownership in BRKL was extinguished due to the merger; Form 4 confirms compliance with Section 16 reporting.

The filing indicates the reporting person acted under the merger agreement rather than discretionary trading. Dispositions of 31,729 direct shares and 731 IRA shares on 09/01/2025 left the director with 0 BRKL shares. The signature by POA on 09/02/2025 completes the required disclosure. From a governance perspective, the Form 4 documents appropriate disclosure of insider changes in ownership resulting from a corporate transaction and ensures Section 16 transparency for shareholders and regulators.

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^*

Hill Willard I JR

(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		31,729	D	(1)	0	D
Common	09/01/2025		D		731	D	(1)	0	I	By IRA

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:

	Willard I. Hill, Jr., 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 transactions did Willard I. Hill Jr. report on the Form 4 for BRKL?

The Form 4 reports dispositions of 31,729 direct BRKL shares and 731 IRA shares on 09/01/2025, leaving zero BRKL shares beneficially owned.

Why were the BRKL shares disposed according to the filing?

The filing states the dispositions resulted from the merger agreement under which each BRKL share was converted into the right to receive 0.42 shares of Berkshire Hills Bancorp, Inc. and cash in lieu for fractional shares.

Does the Form 4 show any remaining BRKL ownership for the reporting person?

No. The Form 4 indicates 0 shares beneficially owned following the reported transactions.

When was the Form 4 signed and by whom?

The Form 4 was signed by Willard I. Hill, Jr., by Marissa S. Martin, POA on 09/02/2025.