UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(Dd) OFof the Securities Exchange Act of 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): July 23, 2025

~~Date of Report (Date of earliest event reported): May 21, 2025~~_______________________________

BROOKLINE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23695	04-3402944
(State or other jurisdiction	(Commission File No.)	(I.R.S. employer
of incorporation)		Identification No.)

_______________________________

131 Clarendon Street, Boston, Massachusetts	02116
Delaware	0-23695	04-3402944
(Address of principal executive offices)	(Zip Code)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

131 Clarendon Street

Boston, Massachusetts 02116

(Address of Principal Executive Offices) (Zip Code)

(617) 425-4600

(Registrant’'s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):_______________________________

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~ box below if the Form 8-K filing is intended to ~~Rule 425~~simultaneously ~~under~~satisfy the ~~Securities~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~230.425)~~registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value of $0.01 per share	BRKL	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~May~~July 2123, 2025, ~~Brookline~~ ~~Bancorp, Inc. (“Brookline”), held a special meeting of its stockholders (~~the ~~“Brookline~~Board ~~Special Meeting”) virtually via live webcast, to consider and vote upon (i) a proposal to adopt the Agreement and Plan~~ of ~~Merger,~~Directors ~~dated as~~ of ~~December~~Brookline ~~16, 2024, by and among Berkshire Hills~~ Bancorp, Inc. ~~(“Berkshire”),~~ ~~Commerce Acquisition Sub, Inc. and Brookline~~ (the “~~Merger Agreement~~Company”), ~~pursuant~~issued toa ~~which~~press ~~Commerce Acquisition~~release ~~Sub,~~announcing ~~Inc.~~its ~~will~~earnings ~~merge~~for ~~with and into Brookline (~~the ~~“Merger”),~~quarter ~~with~~ended ~~Brookline~~June ~~surviving the Merger~~30, ~~and,~~2025. ~~immediately following the Merger~~Additionally, ~~Brookline will merge with and into Berkshire (~~the ~~“Holdco~~Company ~~Merger”),~~announced ~~with Berkshire surviving~~ the ~~Holdco Merger~~approval ~~(together~~by ~~with~~its ~~the~~Board ~~Merger,~~of ~~the~~Directors ~~“Mergers”)~~of ~~(the “Brookline Merger Proposal”), (ii)~~ a ~~proposal~~regular toquarterly ~~approve, on~~dividend aof ~~non-binding~~$0.135 ~~advisory~~per ~~basis,~~share ~~the compensation that may become~~ payable toon ~~the~~August ~~named executive officers of Brookline in connection with the Mergers (the “Brookline Merger-Related Compensation Proposal”)~~22, ~~and~~2025 ~~(iii) a proposal~~ to ~~adjourn~~stockholders ~~the Brookline Special Meeting to a later date or dates, if necessary, to permit further solicitation~~ of ~~proxies~~record ifon ~~there~~August ~~are not sufficient votes at the time of the special meeting to approve the Brookline Merger Proposal (the “Brookline Adjournment Proposal”). As described further below~~8, ~~the Brookline Merger Proposal was approved, and as a result, the Brookline Adjournment Proposal was not considered or voted upon at the Brookline Special Meeting~~2025. ~~The~~A ~~non-binding~~copy ~~advisory Brookline Merger-Related Compensation Proposal was not approved. Approval~~ of ~~the~~ ~~Brookline~~that ~~Merger-Related~~press ~~Compensation~~release ~~Proposal~~ is ~~not~~attached ~~required~~hereto toas ~~complete~~Exhibit ~~the Mergers~~99.1 ~~The~~and ~~following~~is ~~are~~hereby ~~the~~incorporated ~~voting~~by ~~results~~reference ~~of the Special Meeting~~herein.

OnItem ~~March 26, 2025, the record date for the Brookline Special Meeting, there were 89,960,465 shares of Brookline common stock issued, outstanding and entitled to vote at the Brookline Special Meeting~~7.01. ~~Stockholders holding~~Regulation ~~65,314,597~~FD ~~shares of Brookline common stock were present at the Brookline Special Meeting, in person or represented by proxy, constituting a quorum~~Disclosure.

1In connection with the press release announcing the Company’s quarter earnings, the Company posted an investor presentation to its website at www. ~~Approval~~brooklinebancorp.com. A copy of the ~~Brookline Merger~~investor ~~Proposal~~presentation is attached hereto as Exhibit 99.2 and is hereby incorporated by reference herein.

For	Against	Abstain	Broker Non-Votes
64,082,857	820,402	411,338	—

Item 9.01. Financial Statements and Exhibits.

2. Approval of the Brookline Merger-Related Compensation Proposal


99.1		Press release of Brookline Bancorp, Inc. reporting earnings and dividend approval, issued July 23, 2025
99.2		Investor Presentation of Brookline Bancorp, Inc., issued July 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

For	Against	Abstain	Broker Non-Votes
25,069,153	40,131,555	113,889	—

SIGNATURE

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BROOKLINE BANCORP, INC.


Date: July 23, 2025	By:	/s/ Carl M. Carlson
		Carl M. Carlson
		Co-President, Chief Financial & Strategy Officer

Date: May 22, 2025	BROOKLINE BANCORP, INC.
	By:	/s/ Marissa S. Martin
		Marissa S. Martin
		General Counsel

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