Form 4: Brookline Bancorp Director Converts Shares Post-Merger

A director of Brookline Bancorp, Inc. reported the conversion of all beneficial ownership in the company's common stock into Berkshire Hills Bancorp, Inc. shares following a merger.

Summary

• Willard I. Hill, Jr., a Director of Brookline Bancorp, Inc. (BRKL), reported the disposition of all his beneficial ownership in BRKL common stock.
• This transaction occurred on September 1, 2025, pursuant to the Agreement and Plan of Merger by and among Berkshire Hills Bancorp, Inc. (Berkshire), Commerce Acquisition Sub, Inc., and Brookline Bancorp, Inc.
• Each share of Brookline Bancorp common stock was converted into the right to receive 0.42 shares of Berkshire common stock, plus cash in lieu of any fractional share.
• Mr. Hill disposed of 31,729 shares directly and 731 shares indirectly through an IRA, totaling 32,460 shares.
• Following the transaction, Mr. Hill beneficially owns 0 shares of Brookline Bancorp common stock directly and indirectly.

Sentiment

Score: 5

Explanation: The filing reports a mandatory transaction (share conversion due to a merger) that was previously agreed upon. It is a neutral event for the reporting person, reflecting the execution of a corporate strategy rather than new positive or negative performance.

Positives

• The completion of the merger transaction, as previously agreed upon, indicates the successful execution of a strategic corporate event.
• Reporting person Willard I. Hill, Jr. now holds shares in Berkshire Hills Bancorp, Inc., the acquiring entity, which may offer new investment opportunities.

Negatives

• Reporting person Willard I. Hill, Jr. no longer holds direct or indirect beneficial ownership in Brookline Bancorp, Inc. common stock.
• The conversion price of 0 for the disposed shares reflects a stock-for-stock exchange rather than a cash sale, which is a factual aspect of the transaction.

Future Outlook

NA

Industry Context

The banking sector frequently experiences consolidation through mergers and acquisitions, driven by factors such as economies of scale, market expansion, and competitive pressures. This merger between Brookline Bancorp and Berkshire Hills Bancorp aligns with this trend, aiming to create a larger, potentially more competitive regional banking entity.

Stakeholder Impact

• Shareholders (of Brookline Bancorp): Their shares have been converted into Berkshire Hills Bancorp shares, altering their investment vehicle and potentially their risk/return profile.
• Shareholders (of Berkshire Hills Bancorp): The merger expands the company's asset base and market presence, potentially impacting future share value.
• Employees (of Brookline Bancorp): The merger may lead to integration efforts that could affect employment, roles, and corporate culture.
• Customers (of Brookline Bancorp): Customers will transition to Berkshire Hills Bancorp, potentially experiencing changes in services, branch access, or account management.

Next Steps

• Willard I. Hill, Jr. will now hold shares in Berkshire Hills Bancorp, Inc.
• The merger's integration process between Brookline Bancorp and Berkshire Hills Bancorp will continue.

Key Dates

Keywords

Brookline Bancorp, BRKL, Berkshire Hills Bancorp, Merger, Stock Conversion, Form 4, Insider Transaction, Director, Willard I. Hill Jr.