Brookline (BRKL) Insider: 46,266 Shares Converted to Berkshire Hills Stock

Rhea-AI Filing Summary

Brookline Bancorp Inc. (BRKL) reported a change in beneficial ownership related to its merger with Berkshire Hills Bancorp. On 09/01/2025, pursuant to the Agreement and Plan of Merger, each share of Brookline common stock was converted into the right to receive 0.42 shares of Berkshire common stock, with cash paid in lieu for fractional shares. Reporting person John M. Pereira (a director) disposed of 46,266 Brookline shares in this transaction and is shown as holding 0 Brookline shares following the conversion. The Form 4 was signed by Marissa S. Martin as P.O.A. on 09/02/2025.

Positive

• Merger consideration executed as disclosed: Shares converted to Berkshire Hills stock per the Agreement and Plan of Merger
• Regulatory compliance: Reporting person filed Form 4 promptly and the form is signed by authorized P.O.A.

Negative

• Reporting person holds 0 Brookline shares following conversion, eliminating direct insider ownership in BRKL
• Disposal of 46,266 shares may reduce insider-aligned equity in the legacy company (post-merger effect)

Insights

Financial Analyst

TL;DR: Insider disposition reflects merger consideration conversion; ownership in BRKL ended for the reporting person, transferring value to Berkshire shares and cash.

The Form 4 documents a complete conversion event tied to a Merger Agreement where Brookline shares converted into Berkshire Hills shares at a 0.42 exchange ratio plus cash for fractions. The reporting person, a director, disposed of 46,266 Brookline shares and now reports zero Brookline holdings, indicating the merger's equity exchange was executed. This is a transaction-driven change rather than a voluntary open-market sale and aligns with corporate action mechanics following an acquisition.

Corporate Governance Expert

TL;DR: Disclosure is routine for a merger conversion; the filing shows compliance but removes a director's direct BRKL stake.

The filing accurately discloses disposition under the merger terms and is signed by a P.O.A., demonstrating procedural adherence to Section 16 reporting obligations. From a governance perspective, the director no longer holds Brookline equity post-conversion, which may change alignment of personal ownership with legacy shareholders but is a predictable outcome of the merger consideration structure.

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^*

Pereira John 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)

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		46,266	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:

	John M. Pereira, 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 John M. Pereira's BRKL shares?

On 09/01/2025 John M. Pereira disposed of 46,266 Brookline shares due to the merger conversion and is reported as holding 0 BRKL shares thereafter.

Why were Brookline shares converted into Berkshire Hills shares?

Per the Agreement and Plan of Merger, each Brookline share was converted into the right to receive 0.42 shares of Berkshire Hills common stock, with cash in lieu for fractional shares.

Was the Form 4 filed in compliance with Section 16 reporting?

Yes. The Form 4 reports the transaction dated 09/01/2025 and was signed by Marissa S. Martin as P.O.A. on 09/02/2025.

Does the Form 4 show direct or indirect ownership after the transaction?

The filing shows direct ownership form and reports 0 Brookline shares beneficially owned following the reported transaction.