Brookline CEO's 89,716 Shares Converted at 0.42 Berkshire per Share

Rhea-AI Filing Summary

Darryl J. Fess, CEO of Brookline Bancorp, filed a Form 4 disclosing a transaction tied to the company's merger with Berkshire Hills Bancorp. On 09/01/2025 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 any fractional share. The filing reports a disposition of 89,716 Brookline shares related to that conversion, leaving the reporting person with 0 shares of Brookline common stock following the transaction. The Form 4 was submitted by power of attorney on 09/02/2025.

Positive

• Transaction arose from a completed merger converting Brookline shares into Berkshire shares and cash, reflecting deal execution
• Clear exchange ratio disclosed: 0.42 Berkshire shares per Brookline share, providing transparency on consideration

Negative

• Reporting person no longer holds Brookline common stock after conversion (ownership = 0), removing an insider ownership stake in BRKL
• Large disposition reported of 89,716 shares on 09/01/2025, which may reduce insider-held stake-related disclosures for BRKL

Insights

Financial Analyst

TL;DR: Insider ownership in BRKL was extinguished by a merger conversion into Berkshire shares and cash, a material but procedural outcome of the deal.

The Form 4 shows a non-market disposition of 89,716 Brookline shares on 09/01/2025 that resulted from the merger exchange formula of 0.42 Berkshire shares per Brookline share. This is a corporate transaction, not an open-market sale, so it reflects deal consideration rather than insider-driven selling pressure. For investors, the key effect is that the reporting person no longer holds Brookline common stock, which eliminates an insider alignment signal tied to BRKL equity post-closing.

Corporate Governance Expert

TL;DR: The filing documents routine post-merger conversion with the CEO's Brookline holdings converted and cashed out; governance implications are limited.

The disclosure is consistent with merger mechanics: shares were converted under the merger agreement into Berkshire shares and cash for fractions. The reporting person's beneficial ownership of Brookline common stock is reported as 0 after the transaction. From a governance perspective, this is an expected administrative outcome of the merger rather than a voluntary divestiture that would raise red flags about management confidence in deal terms.

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^*

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)
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		89,716	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:

	Darryl J. Fess, 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 did the Form 4 filed by Darryl J. Fess disclose for BRKL?

The Form 4 disclosed a disposition of 89,716 Brookline shares on 09/01/2025 resulting from the merger conversion into Berkshire shares and cash.

What was the exchange ratio used in the merger affecting BRKL shareholders?

Each Brookline common share was converted into the right to receive 0.42 shares of Berkshire common stock plus cash in lieu of fractional shares.

How many Brookline shares does Darryl J. Fess own after the reported transaction?

The filing reports 0 shares of Brookline common stock owned by the reporting person following the transaction.

When was the Form 4 signed and submitted?

The Form 4 shows a signature by power of attorney on 09/02/2025.

Was the disposition an open-market sale or part of a corporate merger?

The disposition was part of the merger exchange mechanics, not an open-market sale, per the filing explanation.