About Brookline Bancorp

Brookline Bancorp, Inc. operates as a multi-bank holding company. The company is the holding company for Brookline Bank and its subsidiaries, Bank Rhode Island ('BankRI') and its subsidiaries, PCSB Bank and its subsidiaries, and Clarendon Private, LLC ('Clarendon Private'). Brookline Securities Corp, previously a subsidiary of Brookline Bancorp, Inc., was dissolved in November 2023. Brookline Bank, headquartered in Boston, Massachusetts, has three wholly-owned subsidiaries, Longwood Securities Corp., First Ipswich Insurance Agency, and Eastern Funding LLC ('Eastern Funding'); and operates various full-service banking offices and lending offices in the Greater Boston metropolitan area. BankRI, headquartered in Providence, Rhode Island, has three direct subsidiaries, Acorn Insurance Agency, BRI Realty Corp., and BRI Investment Corp. and its wholly-owned subsidiary, BRI MSC Corp.; and operates various full-service banking offices in the Greater Providence, Rhode Island, area. Macrolease Corporation, previously a subsidiary of BankRI, was merged into Eastern Funding LLC in the second quarter of 2022. On January 1, 2023, the company completed its acquisition of PCSB Financial Corporation ('PCSB'), the parent company of PCSB Bank. PCSB Bank, headquartered in Yorktown Heights, New York, operates as a separate subsidiary of the company. PCSB Bank has one wholly-owned subsidiary, UpCounty Realty Corp., and operates various banking offices throughout the Lower Hudson Valley of New York. The company, through Brookline Bank, BankRI and PCSB Bank (the 'Banks'), offers a wide range of commercial, business and retail banking services, including a full complement of cash management products, on-line banking services, and consumer and residential loans and investment services, designed to meet the financial needs of small- to mid-sized businesses and individuals throughout Central New England and the Lower Hudson Valley in New York. Specialty lending activities, including equipment financing, are focused in the New York and New Jersey metropolitan area, with services offered throughout the United States. As full-service financial institutions, the Banks and their subsidiaries focus on the continued addition of well-qualified customers, the deepening of long-term banking relationships through a full complement of products and excellent customer service, and strong risk management. Clarendon Private is a registered investment advisor with the Securities and Exchange Commission (the 'SEC'). Through Clarendon Private, the company offers a wide range of wealth management services to individuals, families, endowments and foundations to help these clients meet their long-term financial goals. The company provides banking services in the Greater Boston, Massachusetts, Providence, Rhode Island, and New York, New York, metropolitan marketplaces, each of which is dominated by several large national banking institutions. The company primarily serves individuals and businesses located in the Greater Boston metropolitan area, eastern Massachusetts, Rhode Island, the Lower Hudson Valley in New York, and the Greater New York and New Jersey metropolitan area. Market Area The Banks' deposits are gathered from the general public, primarily in the communities in which the banking offices are located. The Banks' lending activities are concentrated primarily in the Greater Boston, Massachusetts, and Providence, Rhode Island, metropolitan areas, eastern Massachusetts, southern New Hampshire, other Rhode Island areas and the Lower Hudson Valley in New York. In addition, the company, through Eastern Funding, conducts equipment financing activities in the greater New York and New Jersey metropolitan area and elsewhere in the United States. Commercial real estate loans. Multi-family and commercial real estate mortgage loans typically generate higher yields, but also involve greater credit risk. In addition, many of the Banks' borrowers have more than one multi-family or commercial real estate loan outstanding. Commercial loans and equipment leasing. Brookline Bank originates commercial loans and leases for working capital and other business-related purposes, and concentrate such lending to companies located primarily in Massachusetts, and in the case of Eastern Funding, on a nationwide basis. BankRI and PCSB Bank originate commercial loans and lines of credit for various business-related purposes, for businesses located primarily in Rhode Island and the Lower Hudson Valley of New York, respectively. Consumer loans. Retail customers of Brookline Bank typically live and work in the Boston metropolitan area and eastern Massachusetts. Retail customers of BankRI typically live and work throughout Rhode Island. Retail customers of PCSB Bank typically live and work throughout New York. The company's consumers value personalized service, local community knowledge and engagement and the choice between branch access and technology solutions. The Banks' consumer loan portfolios, which include residential mortgage loans, home equity loans and lines of credit, and other consumer loans, cater to the borrowing needs of this customer base. As a public company, the company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance therewith, files reports, proxy and information statements and other information with the SEC. Loans The company's loan portfolio primarily consists of first mortgage loans secured by commercial, multi-family and residential real estate properties located in the company's primary lending area, loans to business entities, including commercial lines of credit, loans to condominium associations and loans and leases used to finance equipment used by small businesses. The company also provides financing for construction and development projects, home equity and other consumer loans. The company employs seasoned commercial lenders and retail bankers who rely on community and business contacts, as well as referrals from customers, attorneys and other professionals to generate loans and deposits. Commercial Real Estate Loans The commercial real estate portfolio is consisted of commercial real estate loans, multi-family mortgage loans, and construction loans. Commercial real estate and multi-family mortgage loans are typically originated for terms of five to fifteen years with amortization periods of 20 to 30 years. The company's urban and suburban market area is characterized by a large number of apartment buildings, condominiums and office buildings. Many of the company's borrowers have more than one multi-family or commercial real estate loan outstanding with the company. As of December 31, 2023, approximately 78.2% of the commercial real estate loans outstanding were secured by properties located in New England; primarily in the Greater Boston and Greater Providence markets, with additional exposure of approximately 16.5% of the commercial real estate loans outstanding were also secured by properties in the state of New York, nearly all of which is in the Lower Hudson Valley region. Commercial Loans The commercial loan and lease portfolio is consisted of commercial loans, equipment financing loans and leases and condominium association loans representing 24.9% of total loans outstanding as of December 31, 2023. The commercial loan and lease portfolio is composed primarily of loans in the following sectors: small businesses, transportation services, food services, recreation services, rental and leasing services, manufacturing, and retail as of December 31, 2023. The company provides commercial banking services to companies in its market area. Approximately 39.6% of the commercial loans outstanding as of December 31, 2023 were made to borrowers located in New England; primarily in the Greater Boston and Greater Providence markets. The remaining 60.4% of the commercial loans outstanding were made to borrowers in other areas in the United States of America, primarily by the company's equipment financing divisions. Product offerings include lines of credit, term loans, letters of credit, deposit services and cash management. The company's equipment financing divisions focus on market niches in which its lenders have deep experience and industry contacts, and on making loans to customers with business experience. An important part of the company's equipment financing loan origination volume comes from equipment manufacturers and existing customers as they expand their operations. The equipment financing portfolio is composed primarily of loans to finance laundry, tow trucks, fitness, dry cleaning and convenience store equipment. Consumer Loans The consumer loan portfolio is consisted of residential mortgage loans, home equity loans and lines of credit, and other consumer loans representing, 15.3% of total loans outstanding as of December 31, 2023. The company focuses its mortgage and home equity lending on existing and new customers within its branch networks in its urban and suburban marketplaces in the Greater Boston and Providence metropolitan areas along with the Lower Hudson Valley area of New York. The company originates adjustable and fixed rate residential mortgage loans secured by one- to four-family residences. Investment Securities As of December 31, 2023, the company's investment securities were GSE (the U.S. government-sponsored enterprises) debentures, GSE CMOs (collateralized mortgage obligations), GSE MBSs (mortgage backed securities), municipal obligations, corporate debt obligations, U.S. Treasury bonds, and foreign government obligations. Deposits As of December 31, 2023, the company's deposits included non-interest-bearing deposits, such as demand checking accounts; and interest-bearing deposits, such as NOW accounts, savings accounts, money market accounts, certificate of deposit accounts, and brokered deposit accounts. Supervision and Regulation As a bank holding company, the company is subject to regulation, supervision and examination by the Board of Governors of the Federal Reserve System (the 'FRB') under the Bank Holding Company Act of 1956, as amended (the 'BHCA'), and by the Massachusetts Commissioner of Banks (the 'Commissioner') under Massachusetts General Laws Chapter 167A. The FRB is also the primary federal regulator of the Banks. In addition, Brookline Bank is subject to regulation, supervision and examination by the Massachusetts Division of Banks ('MDOB'), BankRI is subject to regulation, supervision and examination by the Banking Division of the Rhode Island Department of Business Regulation (the 'RIBD'), and PCSB Bank is subject to regulation, supervision and examination by the New York State Department of Financial Services ('NYDFS'). Under the BHCA, as amended by the Dodd-Frank Act, the company is required to serve as a source of financial strength for the Banks in the event of the financial distress of the Banks. This provision of the Dodd-Frank Act codifies the longstanding policy of the FRB. Brookline Bank is subject to regulation, supervision and examination by the MDOB and the FRB. BankRI is subject to regulation, supervision and examination by the RIBD and the FRB. PCSB Bank is subject to regulation, supervision and examination by the NYDFS and the FRB. Deposit obligations of the Banks are insured by the FDIC's Deposit Insurance Fund up to $250,000 per separately insured depositor for deposits held in the same right and capacity. The Banks must seek prior approval from the FRB to acquire another bank or establish a new branch office. Brookline Bank must also seek prior approval from the MDOB to acquire another bank or establish a new branch office, BankRI must also seek prior approval from the RIBD to acquire another bank or establish a new branch office, and PCSB Bank must also seek prior approval from the NYDFS to acquire another bank or establish a new branch office. The Community Reinvestment Act ('CRA') requires the FRB to evaluate each of the Banks with regard to their performance in helping to meet the credit needs of the communities each of the Banks serve, including low and moderate-income neighborhoods, consistent with safe and sound banking operations, and to take this record into consideration when evaluating certain applications. The company and the Banks are subject to a number of federal and state laws designed to protect consumers and prohibit unfair or deceptive business practices. These laws include the Equal Credit Opportunity Act, Fair Housing Act, Home Ownership Protection Act, Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act of 2003 (the 'FACT Act'), GLBA, Truth in Lending Act ('TILA'), the CRA, the Home Mortgage Disclosure Act, Real Estate Settlement Procedures Act, National Flood Insurance Act and various state law counterparts. The FRB examines the Banks for compliance with CFPB rules and enforces CFPB rules with respect to the Banks. Pursuant to the FACT Act, the Banks must also develop and implement a written identity theft prevention program to detect, prevent, and mitigate identity theft in connection with the opening of certain accounts or certain existing accounts. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the 'USA PATRIOT Act'), which amended the BSA, is designed to deny terrorists and others the ability to obtain anonymous access to the U.S. financial system. The USA PATRIOT Act, together with the implementing regulations of various federal regulatory agencies, has caused financial institutions, such as the Banks, to adopt and implement additional policies or amend existing policies and procedures with respect to, among other things, anti-money laundering compliance, suspicious activity, currency transaction reporting, customer identity verification and customer risk analysis. History Brookline Bancorp, Inc., a Delaware corporation, was founded in 1871. The company was incorporated in 2002.