Form 4: Brookline Bancorp CEO Converts Shares in Merger

Brookline Bancorp CEO Darryl J. Fess disposed of all 89,716 common shares as part of the merger with Berkshire Hills Bancorp, Inc. on September 1, 2025.

Summary

• Darryl J. Fess, CEO of Brookline Bank, reported a disposition of 89,716 shares of Brookline Bancorp Inc. common stock.
• The transaction occurred on September 1, 2025.
• This disposition was a result of the Agreement and Plan of Merger between Brookline Bancorp, Inc. and Berkshire Hills Bancorp, Inc.
• Each share of Brookline Bancorp common stock was converted into the right to receive 0.42 shares of Berkshire Hills Bancorp common stock and cash for any fractional shares.
• Following this transaction, Darryl J. Fess beneficially owns 0 shares of Brookline Bancorp common stock.

Sentiment

Score: 7

Explanation: The filing reports an expected transaction related to a merger, which is generally a neutral to positive event for the company's strategic direction, though it marks the end of Brookline Bancorp as an independent entity. For the reporting person, it's a standard conversion of holdings.

Positives

• The transaction indicates the successful completion of the merger between Brookline Bancorp and Berkshire Hills Bancorp, providing a clear path forward for the combined entity.
• The conversion ratio of 0.42 shares of Berkshire common stock per Brookline share provides Brookline shareholders with equity in the acquiring company.

Negatives

• Darryl J. Fess no longer holds direct beneficial ownership in Brookline Bancorp, as the company has been acquired.

Industry Context

This filing reflects ongoing consolidation within the banking sector, where smaller regional banks are often acquired by larger institutions to achieve economies of scale, expand market reach, and enhance competitive positioning. The conversion of shares into the acquirer's stock is a standard practice in such mergers.

Comparison to Industry Standards

• The share conversion ratio of 0.42 shares of Berkshire Hills Bancorp common stock for each Brookline Bancorp share is a specific term of the merger agreement, which would have been negotiated based on the relative valuations of the two companies.
• Similar recent bank mergers, such as the acquisition of First Horizon by TD Bank (though later terminated) or the acquisition of Sterling Bancorp by Webster Financial, involved comparable stock-for-stock or cash-and-stock considerations, reflecting market conditions and strategic fit.
• The disposition of shares by an executive following a merger is standard practice as the acquired entity's stock ceases to exist.

Stakeholder Impact

• Shareholders: Brookline Bancorp shareholders received shares of Berkshire Hills Bancorp, Inc., effectively becoming shareholders of the combined entity.
• Employees: The merger completion could lead to integration efforts and potential changes in roles or organizational structure for employees of Brookline Bank.
• Customers: Customers of Brookline Bank will now be served by a subsidiary of Berkshire Hills Bancorp, Inc., potentially leading to changes in services or branding over time.

Key Dates

Recommendation

This Form 4 reports a mandatory share conversion due to a merger, not a discretionary trade. It reflects the completion of a corporate action rather than new information about the company's operational performance or future prospects. Investors would already have factored the merger into their positions. For those holding Brookline shares, they now hold Berkshire shares, and the recommendation would shift to Berkshire. For those considering Brookline, the stock no longer exists. Therefore, a 'hold' on the event itself, as it's a consequence of a prior decision.

Keywords

Brookline Bancorp, BRKL, Berkshire Hills Bancorp, Merger, Acquisition, Darryl J. Fess, SEC Form 4, Insider Transaction, Stock Conversion, Banking Industry