Brookline (BRKL) Director Reports 55,766-Share Disposition After Merger

Rhea-AI Filing Summary

Merrill W. Sherman, a director of Brookline Bancorp Inc. (BRKL), reported a transaction dated 09/01/2025 disposing of 55,766 shares of the issuer's common stock, leaving 0 shares beneficially owned following the reported transaction. The filing states this disposition resulted from an Agreement and Plan of Merger among Berkshire Hills Bancorp, Inc., Commerce Acquisition Sub, Inc. and Brookline 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 on 09/02/2025 by Marissa S. Martin as power of attorney for the reporting person. The filing shows no exercise or derivative activity and does not disclose a per-share price for the conversion or cash consideration amounts.

Positive

• Transaction disclosed as merger conversion, indicating the disposition was corporate-action driven rather than an unexplained personal sale
• Reporting was timely with the Form 4 dated 09/02/2025 for a 09/01/2025 transaction and signed by a power of attorney

Negative

• No cash-in-lieu or total consideration amount disclosed, so the economic value received for the 55,766 shares is not available in this filing
• Per-share conversion value not provided, limiting ability to assess material financial impact on the reporting person

Insights

Financial Analyst

TL;DR Director disposed of all Brookline shares due to a merger conversion into Berkshire Hills stock and cash.

The Form 4 documents a full disposition of 55,766 Brookline common shares by director Merrill W. Sherman on 09/01/2025, with beneficial ownership reduced to zero. The filing attributes the disposition to the merger consideration mechanism: Brookline shares converted into 0.42 Berkshire shares plus cash for fractions. For investors, this is a corporate-action-driven change in insider holdings rather than a voluntary market sale by the reporting person. The form lacks per-share cash amounts or total consideration, so the precise economic outcome for these shares cannot be determined from this filing alone.

Corporate Governance Expert

TL;DR Insider reporting aligns with merger mechanics; documentation shows compliance but omits consideration details.

The disclosure appropriately reports the conversion-related disposition and identifies the reporting person as a director with a POA signature. This satisfies Section 16 reporting of changes in beneficial ownership tied to the merger. However, the Form 4 does not provide the cash-in-lieu amounts for fractional shares nor a breakdown of the consideration received, which limits transparency about the economic terms received by the insider. The reporting appears timely and procedural.

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
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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^*

SHERMAN MERRILL W

(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		55,766	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:

	Merrill W. Sherman, 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 transaction did Merrill W. Sherman report on Form 4 for BRKL?

The Form 4 reports a disposition of 55,766 common shares on 09/01/2025, leaving 0 shares beneficially owned.

Why were the Brookline (BRKL) shares disposed by the director?

The filing states the disposition resulted from a merger conversion under the Agreement and Plan of Merger with Berkshire Hills Bancorp, where each Brookline share converted into 0.42 Berkshire shares plus cash in lieu of fractional shares.

Does the Form 4 disclose how much cash or Berkshire stock was received?

No. The Form 4 does not disclose cash-in-lieu amounts or total consideration for the 55,766 shares.

When was the Form 4 signed and by whom?

The Form 4 was signed on 09/02/2025 by Marissa S. Martin as power of attorney for Merrill W. Sherman.

Did the filing report any derivative transactions or retained ownership after the merger?

No. The filing shows no derivative securities and reports 0 shares beneficially owned following the reported transaction.