We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of PCSB Financial Corporation (“PCSB” or the “Company”) (NASDAQ: PCSB) in connection with the proposed acquisition of the Company by Brookline Bancorp, Inc. (“Brookline”) (NASDAQ: BRKL).  Under the terms of the merger agreement, the Company’s shareholders will receive $22.00 cash or 1.3284 shares of Brookline common stock for each share of PCSB common stock owned, subject to a maximum 60% stock/40% cash consideration mix.  This implies per-share merger consideration of approximately $20.72 based on Brookline’s May 23, 2022 pre-merger announcement closing price of $14.96, or total value of approximately $313 million.  Using current market prices, however, the implied per-share merger consideration is approximately $17.14 based on Brookline’s May24, 2022 intraday price of $13.90 per share, or total value of approximately $200 million.

Weiss Law is investigating whether (i) PCSB’s board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, (ii) the per-share merger consideration adequately compensates PCSB’s shareholders, and (iii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed.