Brookline Bancorp, Inc. (NasdaqGS:BRKL) entered into a definitive agreement to acquire PCSB Financial Corporation (NasdaqCM:PCSB) for approximately $320 million on May 23, 2022. Under the terms of the transaction, shareholders of PCSB will receive, for each share of PCSB, at the holder's election, either $22 in cash consideration or 1.3284 shares of Brookline common stock for each share of PCSB common stock, subject to allocation procedures to ensure 60% of the outstanding shares of PCSB common stock will be converted to Brookline common stock. As of September 26, 2022, Brookline and PCSB announced that the deadline for stockholders of PCSB to elect the form of consideration to receive in PCSB's pending deal with Brookline has been extended to October 21, 2022. As of October 12, 2022, Brookline and PCSB announced that the deadline for stockholders of PCSB to elect the form of consideration to receive in PCSB's pending deal with Brookline has been extended to November 15, 2022. The receipt of Brookline common stock by stockholders of PCSB is expected to be tax-free. Subsequent to the acquisition, PCSB's bank subsidiary, PCSB Bank will operate as a separate bank subsidiary of Brookline. PCSB Bank will retain its New York bank charter and Board of Directors and its headquarters will remain in Yorktown Heights. Brookline will select one PCSB director to join its Board of Directors. Following the closing, Michael P. Goldrick shall become PCSB Bank's President and Chief Executive Officer. PCSB shall pay a termination fee of $12 million to Brookline.

The transaction has been unanimously approved by the Board of Directors of both companies and is subject to approval by PCSB stockholders, as well as regulatory approvals, effectiveness of the Registration Statement, shares of Brookline common stock shall have been authorized for listing on Nasdaq and other customary closing conditions. The shareholders meeting of PCSB is scheduled on September 21, 2022. As of September 21, 2022, the shareholders of PCSB have approved the transaction. As of November 14, 2022, the deadline for stockholders of PCSB to elect the form of consideration that they wish to receive in the merger has been extended to December 13, 2022. As of December 13, 2022, the deadline for stockholders of PCSB to elect the form of consideration that they wish to receive in the transaction has been extended to December 20, 2022. As of December 18, 2022, Federal Reserve Board approved the deal. As of December 29, 2022, Brookline has received the requisite regulatory approvals from the Board of Governors of the Federal Reserve System, New York State Department of Financial Services and Massachusetts Board of Bank Incorporation necessary to complete its acquisition of PCSB Financial Corporation. On December 30, 2022, as per the preliminary results of the elections regarding the merger consideration for PCSB stockholders who made a valid cash election, approximately 46.38% of the shares of PCSB common stock held by such persons will be exchanged for cash at the rate of $22 for each PCSB share exchanged and the balance of the PCSB shares held by such persons will be exchanged for Brookline common stock at the rate of 1.3284 shares of Brookline common stock for each PCSB share exchanged. The deal is expected to be completed in the second half of 2022. As of December 29, 2022, Brookline and PCSB anticipate closing the transaction on January 1, 2023. The transaction is anticipated double-digit EPS accretion of approximately 13% to Brookline's earnings per share.

Brookline was advised in this transaction by Performance Trust Capital Partners, LLC as financial advisor and fairness opinion provider and Samantha M. Kirby, Natascha George, Rob Hale, Blake Liggio and Robert Kester of Goodwin Procter LLP as legal counsel. PCSB was advised by Piper Sandler & Co. as financial advisor and fairness opinion provider and Kip Weissman, Victor Cangelosi, Marc Levy and Max Seltzer of Luse Gorman, PC as legal counsel. Brookline's registrar and transfer agent is Broadridge Corporate Issuer Solutions, Inc. PCSB has retained a proxy solicitation firm, Laurel Hill Advisory Group, LLC, to aid it in the solicitation process with a service fee of $6,000. Piper Sandler will receive an advisory fee for such services in an amount equal to 1.25% of the aggregate merger consideration, which fee is contingent upon the closing of the merger. Piper Sandler will receive an advisory fee of approximately $4 million. Piper Sandler also received a $0.4 million fee from PCSB upon rendering its opinion, which opinion fee will be credited in full towards the advisory fee which will become payable to Piper Sandler upon closing of the transaction. American Stock Transfer & Trust Company, LLC acted as transfer agent to PCSB.

Brookline Bancorp, Inc. (NasdaqGS:BRKL) completed the acquisition of PCSB Financial Corporation (NasdaqCM:PCSB) on January 1, 2023. In connection with the merger, Paul Perrault will join the PCSB Bank Board of Directors, and the Board will be comprised of Paul Perrault , William V. Cuddy, Jr., Kevin B. Dwyer, Jeffrey D. Kellog, Matthew G. McCrosson, Joseph D. Roberto, Karl A. Thimm, Michael T. Weber, Richard F. Weiss, Marsha Gordon, and Robert C. Lusardi.