Brookline Bancorp (BRKL) Insider Sale: CEO Reports Multiple Dispositions

Rhea-AI Filing Summary

Darryl J. Fess, CEO of Brookline Bancorp, Inc. (BRKL), reported multiple disposals of common stock on 08/25/2025. The Form 4 shows four disposition transactions at a price of $11.03 per share: 3,361 shares, 1,121 shares, 3,715 shares, and 2,477 shares, leaving 89,716 shares held directly. The filing also shows 2,616 shares indirectly held via an ESOP. The reporting person states these were performance-based restricted stock shares that vested pursuant to the merger agreement among Berkshire Hills Bancorp, Commerce Acquisition Sub and Brookline Bancorp. The form is signed by Darryl J. Fess by power of attorney on 08/27/2025.

Positive

• Clear disclosure of multiple dispositions with dates, prices, and post-transaction holdings
• Explanation provided that shares were performance-based restricted stock that vested under the merger agreement
• Indirect holdings disclosed via ESOP (2,616 shares), improving transparency

Negative

• Insider dispositions of common stock totaling 10,674 shares reported on 08/25/2025 (3,361+1,121+3,715+2,477)
• Form executed by power of attorney, which may require investors to look for accompanying authorizations or context elsewhere

Insights

Financial Analyst

TL;DR: Multiple small dispositions occurred after performance-based RSUs vested; total direct holdings remain 89,716 shares.

The transactions are recorded as dispositions (code F) on 08/25/2025 at $11.03 per share, reflecting the post-vesting sale or transfer of performance-based restricted stock. The explanatory note links vesting to the Agreement and Plan of Merger, indicating these shares became transferable due to merger terms rather than a discrete open-market trading decision. For investors, this is a routine insider liquidity event following vesting; the filing does not show option exercises or derivative activity and discloses an ESOP-held indirect stake of 2,616 shares.

Corporate Governance Expert

TL;DR: Disclosure appears complete and links vesting to merger terms; transactions were executed by P.O.A.

The Form 4 identifies Darryl J. Fess as the reporting person and CEO, provides address information, and includes a clear explanatory statement that the shares were performance-based restricted stock that vested under the merger agreement. The signature block shows the form was submitted by power of attorney on 08/27/2025. From a governance perspective, documentation ties the transactions to a corporate event (merger vesting), supporting the Rule 10b5-1 defensive checkbox context noted on the form header, although the checkbox for 10b5-1 is not explicitly marked in the body provided. No material changes to ownership percentages or derivative positions are disclosed beyond the listed amounts.

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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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^*

Fess Darryl 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Brookline Bank

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		F		3,361(1)	D	$11.03	97,029	D
Common	08/25/2025		F		1,121	D	$11.03	95,908	D
Common	08/25/2025		F		3,715	D	$11.03	92,193	D
Common	08/25/2025		F		2,477	D	$11.03	89,716	D
Common								89,716	D
Common								2,616	I	By ESOP

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. Performance based restricted stock shares granted pursuant to the Brookline Bancorp, Inc. 2021 Stock Option and Incentive Plan. The shares vested pursuant to the terms of the Agreement and Plan of Merger by and among Berkshire Hills Bancorp, Inc., Commerce Acquisition Sub, Inc., and Brookline Bancorp, Inc.

Remarks:

	Darryl J. Fess, by Marissa S. Martin, P.O.A.	08/27/2025
	** 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 Darryl J. Fess report on Form 4 for BRKL?

He reported four dispositions on 08/25/2025 at $11.03 per share: 3,361, 1,121, 3,715, and 2,477 shares.

How many BRKL shares does Darryl J. Fess hold after the reported transactions?

The filing shows 89,716 shares held directly following the transactions and 2,616 shares indirectly via an ESOP.

Why were the shares disposed of according to the Form 4?

The explanation states these were performance-based restricted stock shares that vested pursuant to the Agreement and Plan of Merger among Berkshire Hills Bancorp, Commerce Acquisition Sub, Inc., and Brookline Bancorp, Inc.

When was the Form 4 signed and by whom?

The form was signed on 08/27/2025 by Darryl J. Fess via Marissa S. Martin, P.O.A.

Were any derivative securities reported on this Form 4?

No derivative securities are reported in Table II; the filing lists only non-derivative common stock transactions.