Brookline Director Reports Dispositions After Berkshire Hills Merger Conversion

Rhea-AI Filing Summary

Margaret Boles Fitzgerald, a director of Brookline Bancorp, Inc. (BRKL), reported dispositions of all her beneficial holdings in the issuer on September 1, 2025. Under the merger agreement with Berkshire Hills Bancorp, Inc., each share of Brookline common stock converted into the right to receive 0.42 shares of Berkshire common stock with cash paid for fractional shares. The Form 4 shows reported dispositions of 38,266 shares, 650 shares, and two indirect IRA-linked dispositions of 1,000 shares each (one via spouse, one via former spouse), resulting in 0 shares beneficially owned following the transactions. The filing was signed by power of attorney on September 2, 2025.

Positive

• Clear disclosure of the merger conversion ratio (0.42 Berkshire shares per Brookline share) and cash-in-lieu treatment for fractional shares
• Complete reporting of direct and indirect dispositions resulting in 0 shares beneficially owned, satisfying Section 16 reporting obligations

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director’s reported holdings in BRKL fully disposed due to merger consideration conversion into Berkshire shares and cash.

The Form 4 records complete disposition of the reporting person’s direct and indirect Brookline common stock holdings as of the merger effective date. The filing explicitly states conversion mechanics: each Brookline share converted into 0.42 Berkshire shares plus cash for fractions. From a governance and disclosure perspective, the submission is routine for a Section 16 insider after a merger transaction; it documents the end of beneficial ownership rather than a voluntary sale decision by the director. Impact on investor oversight is limited to transparency of post-merger ownership changes.

Securities Analyst

TL;DR: Transaction is a merger-driven conversion, not an open-market trade; the report documents disposition totals and zero post-transaction ownership.

The details show dispositions totaling reported lots of 38,266; 650; and two 1,000-share IRA-linked items, leaving the reporting person with zero Brookline shares. The explanatory note ties the dispositions to the Agreement and Plan of Merger with Berkshire Hills Bancorp, which governed a conversion ratio of 0.42 Berkshire shares per Brookline share and cash in lieu for fractions. For investors, this is a mechanical ownership change stemming from the corporate action rather than an independent liquidity event by the director.

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

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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^*

Fitzgerald Margaret Boles

(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		38,266	D	(1)	0	D
Common	09/01/2025		D		650	D	(1)	0	I	IRA
Common	09/01/2025		D		1,000	D	(1)	0	I	By Spouse's IRA
Common	09/01/2025		D		1,000	D	(1)	0	I	By Former Spouse's IRA

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:

	Margaret Boles Fitzgerald, 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 for BRKL disclose?

The Form 4 shows that director Margaret Boles Fitzgerald had all reported Brookline shares converted/disposed on 09/01/2025, leaving 0 shares beneficially owned.

Why were the Brookline shares disposed according to the filing?

The filing states the dispositions resulted from the Agreement and Plan of Merger with Berkshire Hills Bancorp, converting each Brookline share into 0.42 Berkshire shares plus cash for fractional shares.

How many Brookline shares were reported as disposed by the reporting person?

The Form 4 lists dispositions of 38,266, 650, and two IRA-related dispositions of 1,000 shares each.

Does the Form 4 show any remaining Brookline holdings by the reporting person?

No. The Form 4 reports 0 shares beneficially owned following the reported transactions.

Who signed the Form 4 and when?

The Form 4 was signed by Margaret Boles Fitzgerald, by Marissa S. Martin, P.O.A. on 09/02/2025.