BROOKLINE BANCORP, INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-09-02: Form 8-K; Period of report 2025-09-01; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2025-08-29: Form 8-K; Period of report 2025-08-26; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2025-08-25: Form 8-K; Period of report 2025-08-25; Description 8.01 Other Events; Details 8.01.
- 2025-08-06: Form 8-K; Period of report 2025-08-06; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-09-02 | 8-K | 2025-09-01 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On September 1, 2025, Brookline Bancorp, Inc., a Delaware corporation (“Brookline”), completed its previously announced merger of equals transaction with Beacon Financial Corporation, Inc., a Delaware corporation previously known as “Berkshire Hills Bancorp, Inc.” (the “Company” or “Beacon Financial”), pursuant to the Agreement and Plan of Merger, dated as of December 16, 2024, by and among the Company, Commerce Acquisition Sub, Inc. and Brookline (the “Merger Agreement”). 3.01 In connection with the closing of the Transaction, Brookline notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Transaction had closed and requested that Nasdaq (i) suspend trading of Brookline Common Stock, (ii) withdraw Brookline Common Stock from listing on Nasdaq prior to the opening of trading on September 2, 2025, and (iii) file with the SEC a notification on Form 25 of delisting of Brookline Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 As of the closing of the Transaction, each holder of a certificate or book-entry share representing any shares of Brookline Common Stock ceased to have any rights with respect thereto, except the right to receive the Merger Consideration as described above and subject to the terms and conditions set forth in the Merger Agreement. 5.01 The information set forth in Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 Effective upon the closing of the Transaction, in accordance with the terms of the Merger Agreement, each of Brookline’s directors and executive officers ceased serving in such capacities. 5.03 Effective upon the closing of the Transaction, the Certificate of Incorporation and the Amended and Restated Bylaws of Brookline ceased to be in effect. | tm2524567d2_8k.htm |
| 2025-08-29 | 8-K | 2025-08-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 26, 2025, Brookline Bancorp, Inc. (the “Company”) entered into a retention bonus agreement (the “Retention Bonus Agreement”) with Mark J. Meiklejohn, the Company’s Chief Credit Officer (the “Executive”). | tm2524567d1_8k.htm |
| 2025-08-25 | 8-K | 2025-08-25 | 8.01 Other Events | 8.01 On August 25, 2025, Brookline Bancorp, Inc. (“Brookline”) and Berkshire Hills Bancorp, Inc. (“Berkshire”) announced that they have received the requisite regulatory approvals and waivers from the Board of Governors of the Federal Reserve System, New York State Department of Financial Services, Massachusetts Division of Banks, and the Rhode Island Department of Business, Banking necessary to complete their previously announced merger of equals (the “Merger”) , as well as the merger of Berkshire Bank, a wholly owned subsidiary of Berkshire, Bank Rhode Island, a wholly owned subsidiary of Brookline, and PCSB Bank, a wholly owned subsidiary of Brookline, with and into Brookline Bank, a wholly owned subsidiary of Brookline, with Brookline Bank as the surviving bank (the “Bank Mergers” and, together with the Merger, the “Proposed Transaction”). | f8k_082525.htm |
| 2025-08-06 | 8-K | 2025-08-06 | 8.01 Other Events | 8.01 As previously disclosed on December 16, 2024, Brookline Bancorp, Inc. (“Brookline”), Berkshire Hills Bancorp, Inc. (“Berkshire”), and Commerce Acquisition Sub, Inc., a direct, wholly owned subsidiary of Berkshire (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). | f8k_080625.htm |
| 2025-07-23 | 8-K | 2025-07-23 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On July 23, 2025, the Board of Directors of Brookline Bancorp, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2025. 7.01 In connection with the press release announcing the Company’s quarter earnings, the Company posted an investor presentation to its website at www.brooklinebancorp.com. | f8k_072325.htm |
| 2025-05-22 | 8-K | 2025-05-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 21, 2025, Brookline Bancorp, Inc. (“Brookline”), held a special meeting of its stockholders (the “Brookline Special Meeting”) virtually via live webcast, to consider and vote upon (i) a proposal to adopt the Agreement and Plan of Merger, dated as of December 16, 2024, by and among Berkshire Hills Bancorp, Inc. (“Berkshire”), Commerce Acquisition Sub, Inc. and Brookline (the “Merger Agreement”), pursuant to which Commerce Acquisition Sub, Inc. will merge with and into Brookline (the “Merger”), with Brookline surviving the Merger, and, immediately following the Merger, Brookline will merge with and into Berkshire (the “Holdco Merger”), with Berkshire surviving the Holdco Merger (together with the Merger, the “Mergers”) (the “Brookline Merger Proposal”), (ii) a proposal to approve, on a non-binding advisory basis, the compensation that may become payable to the named executive officers of Brookline in connection with the Mergers (the “Brookline Merger-Related Compensation Proposal”), and (iii) a proposal to adjourn the Brookline Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the Brookline Merger Proposal (the “Brookline Adjournment Proposal”). | f8k_052225.htm |
| 2025-05-09 | 8-K | 2025-05-09 | 8.01 Other Events | 8.01 As previously disclosed on December 16, 2024, Brookline Bancorp, Inc., a Delaware corporation (“Brookline”), Berkshire Hills Bancorp, Inc., a Delaware corporation (“Berkshire”), and Commerce Acquisition Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Berkshire (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). | tm2514566d1_8k.htm |
| 2025-04-23 | 8-K | 2025-04-23 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On April 23, 2025, the Board of Directors of Brookline Bancorp, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended March 31, 2025. 7.01 In connection with the press release announcing the Company’s quarter earnings, the Company posted an investor presentation to its website at www.brooklinebancorp.com. | f8k_042325.htm |
| 2025-01-29 | 8-K | 2025-01-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 29, 2025, the Board of Directors of Brookline Bancorp, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended December 31, 2024. 7.01 In connection with the press release announcing the Company’s quarter earnings, the Company posted an investor presentation to its website at www.brooklinebancorp.com. | f8k_012925.htm |