Brookline Insider Reports 36,911-Share Disposition Under Merger Terms

Rhea-AI Filing Summary

Brookline Bancorp insider reported share disposition tied to merger conversion. The filing shows that Brooks Janytra M., listed as an officer (Chief Human Resources Officer), had 36,911 shares of Brookline Bancorp common stock disposed on 09/01/2025. The filing explains each Brookline share was converted under the Merger Agreement into the right to receive 0.42 shares of Berkshire Hills Bancorp common stock plus cash in lieu of fractional shares. Following the reported transaction the reporting person beneficially owned 0 shares of Brookline common stock. The form was signed by power of attorney on 09/02/2025.

Positive

• Transaction executed under a documented Merger Agreement, indicating a corporate action rather than an open-market insider sale
• Clear disclosure of exchange ratio (0.42 Berkshire shares per Brookline share) and cash-in-lieu for fractional shares, enhancing transparency
• Form 4 signed and dated (by POA on 09/02/2025), meeting filing formalities

Negative

• Reporting person holds 0 shares of Brookline common stock following the conversion, removing direct insider ownership in the former issuer
• Disposition of 36,911 shares is material to the insider’s Brookline holdings and may limit future insider-aligned signals regarding the predecessor company

Insights

M&A Specialist

TL;DR: Insider disposition reflects merger conversion mechanics, not an open-market sale.

The Form 4 documents a mandatory conversion of Brookline shares into Berkshire Hills stock per the Agreement and Plan of Merger, with a fixed exchange ratio of 0.42 Berkshire shares per Brookline share and cash for fractional shares. The reported disposition of 36,911 shares appears to be a transactional outcome of the merger consideration rather than a voluntary divestiture. For investors, this is an execution detail of a corporate combination and does not itself indicate insider sentiment beyond consummation of the deal.

Corporate Governance Expert

TL;DR: Insider no longer holds Brookline stock post-merger conversion; disclosure was timely and executed by POA.

The filer is identified as an officer, Chief Human Resources Officer, and the Form 4 shows zero Brookline shares remaining after the conversion. The signature by power of attorney on 09/02/2025 complies with reporting mechanics. The filing clearly states the conversion ratio and cash-in-lieu treatment for fractional shares, providing transparent disclosure of the ownership change resulting from the merger.

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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X

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^*

Brooks Janytra 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

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		36,911	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:

	Janytra M. Brooks, 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 Brooks Janytra M. report on Form 4 for BRKL?

The filing reports a disposition of 36,911 Brookline common shares on 09/01/2025, resulting in 0 shares owned following the transaction.

Why were Brookline shares disposed according to the Form 4?

The explanation states each Brookline share was converted under the Merger Agreement into 0.42 Berkshire Hills Bancorp shares plus cash in lieu of any fractional share.

Did the Form 4 indicate a sale on the open market?

No. The filing attributes the disposition to the merger conversion mechanics under the Agreement and Plan of Merger, not an open-market sale.

What is the relationship of the reporting person to Brookline Bancorp?

The reporting person is identified on the form as an officer, specifically the Chief Human Resources Officer.

When was the Form 4 signed?

The Form 4 was signed by power of attorney on 09/02/2025.