Companies: 10,793     total market cap: $134.237 T
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Brookline Bancorp
BRKL
#6032
Rank
$0.97 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$10.95
Share price
0.00%
Change (1 day)
-51.44%
Change (1 year)
๐Ÿฆ Banks๐Ÿ’ณ Financial services
Categories
  1. Brookline Bancorp
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2025 Q1

Brookline Bancorp - 10-Q quarterly report FY2025 Q1


Text size:
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

(Mark One) 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025

OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from           N/A           to                                 .
Commission file number 0-23695

BROOKLINE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware04-3402944
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)
131 Clarendon Street
Boston MA
02116
(Address of principal executive offices)(Zip Code)
(617) 425-4600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockBRKLNasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No  ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒  No  ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12-b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer
☐
Smaller Reporting Company☐
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. ☐


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   ☐  No  ☒   
                                                                                                                                              
At April 30, 2025, the number of shares of common stock, par value $0.01 per share, outstanding was 89,104,605.


BROOKLINE BANCORP, INC. AND SUBSIDIARIES
FORM 10-Q
Table of Contents
Page
ii
Item 1.
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82
i

Glossary of Acronyms and Terms
2014 PlanBrookline Bancorp, Inc. 2014 Equity Incentive Plan
2021 PlanBrookline Bancorp, Inc. 2021 Stock Option and Incentive Plan
ACLAllowance for Credit Losses
AFXAmerican Financial Exchange
ALCOAsset/Liability Committee
BankRIBank Rhode Island
BanksBrookline Bank, Bank Rhode Island, and PCSB Bank
C&ICommercial and industrial
Clarendon Private Clarendon Private, LLC
CMOsCollateralized mortgage obligations
CODMChief Operating Decision Maker
CompanyBrookline Bancorp, Inc. and its subsidiaries
CRECommercial real estate
Eastern FundingEastern Funding, LLC
EPSEarnings per Share
EVEEconomic Value of Equity
FASBFinancial Accounting Standards Board
FDICFederal Deposit Insurance Corporation
FHLBFederal Home Loan Bank of Boston and New York
FHLMCFederal Home Loan Mortgage Corporation
FNMAFederal National Mortgage Association
FRBBoard of Governors of the Federal Reserve System
GAAPU.S generally accepted accounting principles
GNMAGovernment National Mortgage Association
GSEsU.S. Government-sponsored enterprises
IBORsInterbank Offered Rates
LEQLoan equivalency
MBSsMortgage-backed securities
OAEMOther Assets Especially Mentioned
OCIOther comprehensive income
OREOOther Real Estate Owned
PlansThe 2014 Plan and the 2021 Plan
SBASmall Business Administration
SECU.S. Securities and Exchange Commission
ii
PART I — FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets
At March 31, 2025At December 31, 2024
(In Thousands Except Share Data)
ASSETS
Cash and due from banks$78,741 $64,673 
Short-term investments278,805 478,997 
Total cash and cash equivalents357,546 543,670 
Investment securities available-for-sale882,353 895,034 
Total investment securities882,353 895,034 
Allowance for investment security credit losses(94)(82)
Net investment securities882,259 894,952 
Loans and leases:
Commercial real estate loans5,580,982 5,716,114 
Commercial loans and leases2,512,912 2,506,664 
Consumer loans1,548,828 1,556,510 
Total loans and leases9,642,722 9,779,288 
Allowance for loan and lease losses(124,145)(125,083)
Net loans and leases9,518,577 9,654,205 
Restricted equity securities67,537 83,155 
Premises and equipment, net of accumulated depreciation of $105,296 and $103,466, respectively
84,439 86,781 
Right-of-use asset operating leases44,144 43,527 
Deferred tax asset52,176 56,620 
Goodwill241,222 241,222 
Identified intangible assets, net of accumulated amortization of $17,956 and $16,526, respectively
16,030 17,461 
OREO and repossessed assets, net917 1,103 
Other assets255,022 282,630 
Total assets$11,519,869 $11,905,326 
LIABILITIES AND STOCKHOLDERS' EQUITY  
Deposits:  
Demand checking accounts$1,664,629 $1,692,394 
 Interest-bearing deposits7,246,823 7,209,250 
Total deposits8,911,452 8,901,644 
Borrowed funds:  
Advances from the FHLB957,848 1,355,926 
Subordinated debentures and notes84,362 84,328 
Other borrowed funds113,617 79,592 
Total borrowed funds1,155,827 1,519,846 
Operating lease liabilities45,330 44,785 
Mortgagors' escrow accounts15,264 15,875 
Reserve for unfunded credits5,296 5,981 
Accrued expenses and other liabilities146,518 195,256 
Total liabilities10,279,687 10,683,387 
Commitments and contingencies (Note 12)
Stockholders' Equity:  
Brookline Bancorp, Inc. stockholders' equity:  
Common stock, $0.01 par value; 200,000,000 shares authorized; 96,998,075 shares issued and 96,998,075 shares issued, respectively
970 970 
Additional paid-in capital903,696 902,584 
Retained earnings465,898 458,943 
Accumulated other comprehensive (loss) income(42,498)(52,882)
Treasury stock, at cost; 7,037,610 shares and 7,019,384 shares, respectively
(87,884)(87,676)
Total stockholders' equity1,240,182 1,221,939 
Total liabilities and stockholders' equity$11,519,869 $11,905,326 
See accompanying notes to unaudited consolidated financial statements.
1















BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Income
Three Months Ended March 31,
20252024
(In Thousands Except Share Data)
Interest and dividend income:
Loans and leases$143,309 $145,265 
Debt securities6,765 6,878 
Restricted equity securities1,203 1,492 
Short-term investments2,451 1,824 
Total interest and dividend income153,728 155,459 
Interest expense:
Deposits53,478 56,884 
Borrowed funds 14,420 16,987 
Total interest expense67,898 73,871 
Net interest income85,830 81,588 
Provision for credit losses on loans5,974 7,423 
Provision (recovery) of credit losses on investments12 (44)
Net interest income after provision for credit losses79,844 74,209 
Non-interest income:
Deposit fees2,361 2,897 
Loan fees393 789 
Loan level derivative income, net70 437 
Gain on sales of loans and leases held-for-sale24 — 
Other2,812 2,161 
Total non-interest income5,660 6,284 
Non-interest expense:
Compensation and employee benefits35,853 36,629 
Occupancy5,721 5,769 
Equipment and data processing7,012 7,031 
Professional services1,726 1,900 
FDIC insurance2,037 1,884 
Advertising and marketing868 1,574 
Amortization of identified intangible assets1,430 1,708 
Merger and restructuring expense971 — 
Other4,404 4,519 
Total non-interest expense60,022 61,014 
Income before provision for income taxes25,482 19,479 
Provision for income taxes6,382 4,814 
Net income $19,100 $14,665 
Earnings per common share:
Basic$0.21 $0.16 
Diluted0.21 0.16 
Weighted average common shares outstanding:
Basic89,103,510 88,894,577 
Diluted89,567,747 89,181,508 
Dividends paid per common share$0.135 $0.135 

See accompanying notes to unaudited consolidated financial statements.
2















BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
Three Months Ended March 31,
20252024
(In Thousands)
Net income$19,100 $14,665 
Investment securities available-for-sale:
Unrealized securities holding gains (losses)12,581 (8,201)
    Income tax (expense) benefit(2,844)1,924 
Net unrealized securities holding gains (losses) before reclassification adjustments, net of taxes9,737 (6,277)
Cash flow hedges:
Change in fair value of cash flow hedges348 (3,375)
   Income tax (expense) benefit(98)789 
Net change in fair value of cash flow hedges, net of taxes250 (2,586)
Less reclassification adjustment for change in fair value of cash flow hedges:
         Gain (loss) on change in fair value of cash flow hedges(534)(1,102)
Income tax (expense) benefit137 282 
Net reclassification adjustment for change in fair value of cash flow hedges(397)(820)
Net change in fair value of cash flow hedges647 $(1,766)
Other comprehensive gain (loss), net of taxes10,384 (8,043)
Comprehensive income $29,484 $6,622 

See accompanying notes to unaudited consolidated financial statements.
3















BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Stockholders' Equity
Three Months Ended March 31, 2025 and 2024

Common
Stock		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Treasury
Stock		Total Stockholders'
Equity
 (In Thousands)
Balance at December 31, 2024$970 $902,584 $458,943 $(52,882)$(87,676)$1,221,939 
Net income— — 19,100 — — 19,100 
Other comprehensive income (loss)— — — 10,384 — 10,384 
Common stock dividends of $0.135 per share
— — (12,029)— — (12,029)
Restricted stock awards issued, net of awards surrendered— 168 — — (208)(40)
Compensation under recognition and retention plans— 944 (116)— — 828 
Balance at March 31, 2025$970 $903,696 $465,898 $(42,498)$(87,884)$1,240,182 
Common
Stock		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Treasury
Stock		Total Stockholders'
Equity
 (In Thousands)
Balance at December 31, 2023$970 $902,659 $438,722 $(52,798)$(90,909)$1,198,644 
Net income— — 14,665 — — 14,665 
Other comprehensive income (loss)— — — (8,043)— (8,043)
Common stock dividends of $0.135 per share
— — (12,001)— — (12,001)
Compensation under recognition and retention plan— 1,067 (101)— — 966 
Balance at March 31, 2024$970 $903,726 $441,285 $(60,841)$(90,909)$1,194,231 



See accompanying notes to unaudited consolidated financial statements.
4
















BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
Three Months Ended March 31,
20252024
(In Thousands)
Cash flows from operating activities:
Net income $19,100 $14,665 
Adjustments to reconcile net income to net cash provided from operating activities:
Provision for credit losses5,986 7,379 
Deferred income tax expense (benefit) 1,365 (1,101)
Depreciation of premises and equipment1,830 2,118 
Accretion of investment securities premiums and discounts, net(1,266)(1,693)
Accretion of premiums and discounts and deferred loan and lease origination costs, net(1,334)(1,715)
Amortization of identified intangible assets1,430 1,708 
Amortization of debt issuance costs25 25 
Amortization (accretion) of acquisition fair value adjustments, net152 484 
Gain on sales of loans and leases held-for-sale(24)— 
Write-down of other repossessed assets281 22 
Compensation under recognition and retention plans828 966 
Net change in:
Cash surrender value of bank-owned life insurance(512)(489)
Other assets 28,931 (25,395)
Accrued expenses and other liabilities(48,778)11,866 
Net cash provided from operating activities8,014 8,840 
Cash flows from investing activities:
Proceeds from maturities, calls, and principal repayments of investment securities available-for-sale27,179 45,664 
Purchases of investment securities available-for-sale(651)(1,369)
Proceeds from redemption/sales of restricted equity securities18,326 6,866 
Purchase of restricted equity securities(2,708)(3,980)
Proceeds from sales of loans and leases held-for-investment, net8,000 — 
Net decrease (increase) in loans and leases122,110 (27,734)
Sale (purchase) of premises and equipment, net481 (2,002)
Proceeds from sales of other repossessed assets122 309 
Net cash provided from investing activities172,859 17,754 
(Continued)
See accompanying notes to unaudited consolidated financial statements.
5















Three Months Ended March 31,
20252024
(In Thousands)
Cash flows from financing activities:
Increase (decrease) in demand checking, NOW, savings and money market accounts70,532 (14,403)
(Decrease) increase in certificates of deposit and brokered deposits(60,836)184,603 
Proceeds from FHLB advances222,000 315,000 
Repayment of FHLB advances(620,078)(388,189)
Increase in other borrowed funds, net34,025 58,249 
Decrease in mortgagors' escrow accounts, net(611)(994)
Payment of dividends on common stock(12,029)(12,001)
Net cash (used for) provided from financing activities(366,997)142,265 
Net (decrease) increase in cash and cash equivalents(186,124)168,859 
Cash and cash equivalents at beginning of period543,670 133,027 
Cash and cash equivalents at end of period$357,546 $301,886 
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest on deposits, borrowed funds and subordinated debt$69,004 $67,233 
Income taxes1,623 547 
Non-cash investing activities:
Transfer from loans and leases to loans held-for-sale$— $6,717 
Transfer from loans to other repossessed assets217 454 


See accompanying notes to unaudited consolidated financial statements.
6
BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
(1) Basis of Presentation
Overview
The Company is a bank holding company (within the meaning of the Bank Holding Company Act of 1956, as amended) and the parent of Brookline Bank, a Massachusetts-chartered trust company; BankRI, a Rhode Island-chartered financial institution; and PCSB Bank, a New York-chartered commercial bank. The Banks are members of the Federal Reserve System. The Company is also the parent of Clarendon Private. The Company's primary business is to provide commercial, business and retail banking services to its corporate, municipal and retail customers through the Banks and its non-bank subsidiaries.
Brookline Bank, which includes its wholly-owned subsidiaries, Longwood Securities Corp., Eastern Funding and First Ipswich Insurance Agency, operates 27 full-service banking offices in the Greater Boston metropolitan area with three additional lending offices. BankRI, which includes its wholly-owned subsidiaries, Acorn Insurance Agency, BRI Realty Corp., BRI Investment Corp. and its wholly-owned subsidiary, BRI MSC Corp., operates 22 full-service banking offices in the greater Providence, Rhode Island area. PCSB Bank, which includes its wholly-owned subsidiary, UpCounty Realty Corp., operates 14 full-service banking offices in the Lower Hudson Valley of New York. Clarendon Private is a registered investment advisor with 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 Banks' activities include acceptance of commercial, municipal and retail deposits, origination of mortgage loans on commercial and residential real estate located principally in Central New England and the Lower Hudson Valley of New York State, origination of commercial loans and leases to small- and mid-sized businesses, investment in debt and equity securities, and the offering of cash management and wealth and investment advisory services. The Company also provides specialty equipment financing through it subsidiary Eastern Funding, which is based in New York City, New York, and Plainview, New York.
The Company and the Banks are supervised, examined and regulated by the FRB. As a Massachusetts-chartered trust company, Brookline Bank is subject to supervision, examination and regulation by the Massachusetts Division of Banks. As a Rhode Island-chartered financial institution, BankRI is subject to supervision, examination and regulation by the Banking Division of the Rhode Island Department of Business Regulation. As a New York chartered commercial bank, PCSB Bank is subject to supervision, examination and regulation by the New York State Department of Financial Services. Clarendon Private is also subject to regulation by the SEC.
The FDIC offers insurance coverage on all deposits up to $250,000 per depositor at each of the Banks. As FDIC-insured depository institutions, the Banks are also subject to supervision, examination and regulation by the FDIC.
Basis of Financial Statement Presentation
The unaudited consolidated financial statements of the Company presented herein have been prepared pursuant to the rules of the SEC for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures considered necessary for the fair presentation of the accompanying consolidated financial statements have been included. Interim results are not necessarily reflective of the results of the entire year. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 
The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances are eliminated in consolidation.
In preparing these consolidated financial statements, management is required to make significant estimates and assumptions that affect the reported amounts of assets, liabilities, income, expenses and disclosure of contingent assets and liabilities. Actual results could differ from those estimates based upon changing conditions, including economic conditions and future events. Material estimates that are particularly susceptible to significant changes in the near-term include the determination of the ACL and the determination of fair market values of assets and liabilities.
The judgments used by management in applying these critical accounting policies may be affected by a further and prolonged deterioration in the economic environment, which may result in changes to future financial results. For example, subsequent evaluations of the loan and lease portfolio, in light of the factors then prevailing, may result in significant changes in
7
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
the allowance for loan and lease losses in future periods, and the inability to collect outstanding principal may result in increased loan and lease losses.
Reclassification
Certain previously reported amounts have been reclassified to conform to the current year's presentation.
Segment Reporting
An operating segment is defined as a component of a business for which separate financial information is available that is evaluated regularly by the CODM in deciding how to allocate resources and evaluate performance.
The Company is a bank holding company operating through a single business segment, which derives interest income on loan and lease products the Company offers to customers. Substantially all of the Company’s total revenues, pre-tax income, and assets is driven by the banking business. While revenue generating activities are aligned through our bank subsidiaries, expense activities, including funding costs, credit losses and operating expenses, are managed for the Company as a whole. As a result, detailed profitability for each subsidiary bank is not used by the CODM.
The Chairman and Chief Executive Officer of the Company acts as the Company’s CODM. The CODM regularly reviews comprehensive financial information with the reported measures focused on net interest income and net income. This financial information reviewed is consistent with the information presented within the Company’s financial statements.
The CODM uses the reported measures of net interest income and net income to assess performance by comparing to and monitoring against budget and prior year results. This information is used to manage resources to drive business and net earnings growth, including investment in key strategic priorities, as well as determine the Company's ability to return capital to shareholders.
(2) Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which improves reportable segment disclosure requirements, particularly regarding a reportable segment’s expenses. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 as of January 1, 2024. The adoption did not have a material impact on the Company's consolidated financial statements and continues to operate as one reportable segment.
8
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
(3) Investment Securities
The following tables set forth investment securities available-for-sale at the dates indicated:
 At March 31, 2025
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
 (In Thousands)
Investment securities available-for-sale:
GSE debentures
$191,910 $420 $16,174 $176,156 
GSE CMOs61,573 20 6,293 55,300 
GSE MBSs161,047 89 15,522 145,614 
Municipal obligations19,378 91 438 19,031 
Corporate debt obligations12,176 318 90 12,404 
U.S. Treasury bonds492,542 1,030 20,224 473,348 
Foreign government obligations500 — — 500 
Total investment securities available-for-sale$939,126 $1,968 $58,741 $882,353 
 December 31, 2024
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
 (In Thousands)
Investment securities available-for-sale:
GSE debentures$195,099 $225 $19,030 $176,294 
GSE CMOs62,567 4 7,028 55,543 
GSE MBSs166,843 63 18,621 148,285 
Municipal obligations20,526 19 291 20,254 
Corporate debt obligations12,140 225 78 12,287 
U.S. Treasury bonds506,714 331 25,173 481,872 
Foreign government obligations500 — 1 499 
Total investment securities available-for-sale$964,389 $867 $70,222 $895,034 
As of March 31, 2025, the fair value of all investment securities available-for-sale was $882.4 million, with net unrealized losses of $56.8 million, compared to a fair value of $895.0 million and net unrealized losses of $69.4 million as of December 31, 2024. As of March 31, 2025, $603.0 million, or 68.3% of the portfolio, had gross unrealized losses of $58.7 million, compared to $705.3 million, or 78.8% of the portfolio, with gross unrealized losses of $70.2 million as of December 31, 2024.
As of March 31, 2025 and December 31, 2024, the Company classified no securities as held to maturity; all securities were held as available-for-sale.
Investment Securities as Collateral
As of March 31, 2025 and December 31, 2024, respectively, $786.7 million and $792.0 million of investment securities were pledged as collateral for repurchase agreements; municipal deposits; treasury, tax and loan deposits; swap agreements; FRB borrowings; and FHLB borrowings. The Banks had no outstanding FRB borrowings as of March 31, 2025 and December 31, 2024.
9
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Allowance for Credit Losses-Available-for-Sale Securities
For available-for-sale securities in an unrealized loss position, management first assesses whether (i) the Company intends to sell the security, or (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either criterion is met, any previously recognized allowances are charged-off and the security's amortized cost is written down to fair value through income. If neither criterion is met, the security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, among other factors.
If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, an allowance for credit loss is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through the ACL is recognized in OCI. Adjustments to the allowance are reported as a component of credit loss expense. Available-for-sale securities are charged-off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible or when either of the aforementioned criteria regarding intent or requirement to sell is met. The Company has made the accounting policy election to exclude accrued interest receivable on available-for-sale securities from the estimate of credit losses. Accrued interest receivables associated with debt securities available-for-sale totaled $4.6 million as of March 31, 2025, compared to $4.1 million as of December 31, 2024.
A debt security is placed on nonaccrual status at the time any principal or interest payments become more than 90 days delinquent or if full collection of interest or principal becomes uncertain. Accrued interest for a debt security placed on nonaccrual is reversed against interest income. There were no debt securities on nonaccrual status and therefore there was no accrued interest related to debt securities reversed against interest income for the three months ended March 31, 2025 and 2024.
Assessment for Available for Sale Securities for Impairment
Investment securities as of March 31, 2025 and December 31, 2024 that have been in a continuous unrealized loss position for less than twelve months or twelve months or longer are as follows:
 At March 31, 2025
 Less than
Twelve Months		Twelve Months
or Longer		Total
 Estimated
Fair Value		Unrealized
Losses		Estimated
Fair Value		Unrealized
Losses		Estimated
Fair Value		Unrealized
Losses
 (In Thousands)
Investment securities available-for-sale:      
GSE debentures$— $— $115,087 $16,174 $115,087 $16,174 
GSE CMOs— — 52,194 6,293 52,194 6,293 
GSE MBSs3,243 97 135,329 15,425 138,572 15,522 
Municipal obligations4,247 169 3,764 269 8,011 438 
Corporate debt obligations— — 2,550 90 2,550 90 
U.S. Treasury bonds9,961 6 276,589 20,218 286,550 20,224 
Foreign government obligations— — — — — — 
Temporarily impaired investment securities available-for-sale17,451 272 585,513 58,469 602,964 58,741 
Total temporarily impaired investment securities$17,451 $272 $585,513 $58,469 $602,964 $58,741 
10
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 At December 31, 2024
 Less than
Twelve Months		Twelve Months
or Longer		Total
 Estimated
Fair Value		Unrealized
Losses		Estimated
Fair Value		Unrealized
Losses		Estimated
Fair Value		Unrealized
Losses
 (In Thousands)
Investment securities available-for-sale:      
GSE debentures$30,753 $281 $107,750 $18,749 $138,503 $19,030 
GSE CMOs4,664 107 50,334 6,921 54,998 7,028 
GSE MBSs11,128 596 131,481 18,025 142,609 18,621 
Municipal obligations3,616 74 3,568 217 7,184 291 
Corporate debt obligations— — 2,550 78 2,550 78 
U.S. Treasury bonds67,290 285 291,641 24,888 358,931 25,173 
Foreign government obligations— — 499 1 499 1 
Temporarily impaired investment securities available-for-sale117,451 1,343 587,823 68,879 705,274 70,222 
Total temporarily impaired investment securities$117,451 $1,343 $587,823 $68,879 $705,274 $70,222 

The Company performs regular analyses of the investment securities available-for-sale portfolio to determine whether a decline in fair value indicates that an investment security is impaired. In making these impairment determinations, management considers, among other factors, projected future cash flows; credit subordination and the creditworthiness; capital adequacy and near-term prospects of the issuers.
Management also considers the Company's capital adequacy, interest-rate risk, liquidity and business plans in assessing whether it is more likely than not that the Company will sell or be required to sell the investment securities before recovery. If the Company determines that a security investment is impaired and that it is more likely than not that the Company will not sell or be required to sell the investment security before recovery of its amortized cost, the credit portion of the impairment loss is recognized in the Company's consolidated statement of income and the noncredit portion is recognized in accumulated other comprehensive income. The credit portion of the impairment represents the difference between the amortized cost and the present value of the expected future cash flows of the investment security. If the Company determines that a security is impaired and it is more likely than not that it will sell or be required to sell the investment security before recovery of its amortized cost, the entire difference between the amortized cost and the fair value of the security will be recognized in the Company's consolidated statement of income.
Investment Securities Available-For-Sale Impairment Analysis
The following discussion summarizes, by investment security type, the basis for evaluating if the applicable investment securities within the Company’s available-for-sale portfolio were impaired as of March 31, 2025. The Company has determined it is more likely than not that the Company will not sell or be required to sell the investment securities before recovery of its amortized cost. The Company's ability and intent to hold these investment securities until recovery is supported by the Company's strong capital and liquidity positions as well as its historically low portfolio turnover. As such, management has determined that the investment securities are not impaired as of March 31, 2025. If market conditions for investment securities worsen or the creditworthiness of the underlying issuers deteriorates, it is possible that the Company may recognize additional impairment in future periods.
U.S. Government-Sponsored Enterprises
The Company invests in securities issued by GSEs, including GSE debentures, MBSs, and CMOs. GSE securities include obligations issued by the FNMA, the FHLMC, the GNMA, the FHLB and the Federal Farm Credit Bank. As of March 31, 2025, the Company held GNMA MBSs and CMOs, and SBA commercial loan asset-backed securities in its available-for-sale portfolio with an estimated fair value of $37.1 million, all of which were backed explicitly by the full faith and credit of the U.S. Government, compared to $36.9 million as of December 31, 2024.
11
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA/SBA) guarantee of the U.S. Government. Therefore, despite unrealized losses in some of the securities within the portfolio, management has determined that the investment securities are not impaired. See discussion on the portfolio below.
As of March 31, 2025, the Company owned 33 GSE debentures with a total fair value of $176.2 million, and a net unrealized loss of $15.8 million. As of December 31, 2024, the Company held 34 GSE debentures with a total fair value of $176.3 million, with a net unrealized loss of $18.8 million. As of March 31, 2025, 19 of the 33 securities in this portfolio were in an unrealized loss position. As of December 31, 2024, 23 of the 34 securities in this portfolio were in an unrealized loss position. During the three months ended March 31, 2025 and 2024, the Company did not purchase any GSE debentures.
As of March 31, 2025, the Company owned 58 GSE CMOs with a total fair value of $55.3 million and a net unrealized loss of $6.3 million. As of December 31, 2024, the Company held 59 GSE CMOs with a total fair value of $55.5 million with a net unrealized loss of $7.0 million. As of March 31, 2025, 54 of the 58 securities in this portfolio were in an unrealized loss position. As of December 31, 2024, 57 of the 59 securities in this portfolio were in an unrealized loss position. During the three months ended March 31, 2025 and 2024, the Company did not purchase any GSE CMOs.
As of March 31, 2025, the Company owned 140 GSE MBSs with a total fair value of $145.6 million and a net unrealized loss of $15.4 million. As of December 31, 2024, the Company held 141 GSE MBSs with a total fair value of $148.3 million with a net unrealized loss of $18.6 million. As of March 31, 2025, 89 of the 140 securities in this portfolio were in an unrealized loss position. As of December 31, 2024, 92 of the 141 securities in this portfolio were in an unrealized loss position. During the three months ended March 31, 2025 and 2024 the Company did not purchase any GSE MBSs.
Municipal Obligations
The Company invests in certain state and municipal securities with high credit ratings for portfolio diversification and tax planning purposes. Full collection of the obligations is expected because the financial conditions of the issuing municipalities are sound, they have not defaulted on scheduled payments, the obligations are rated investment grade, and the Company has the ability and intent to hold the obligations for a period of time to recover the amortized cost. As of March 31, 2025, the Company owned 39 municipal obligation securities with a total fair value of $19.0 million and a net unrealized gain of $0.3 million. As of December 31, 2024, the Company owned 39 municipal obligation securities with a total fair value of $20.3 million and a net unrealized loss of $0.3 million. As of March 31, 2025, 26 of the 39 securities in this portfolio were in an unrealized loss position. As of December 31, 2024, 13 of the 39 securities in this portfolio were in an unrealized loss position. During the three months ended March 31, 2025, the Company purchased $0.2 million of municipal securities compared to the same period in 2024 when the Company purchased $1.4 million of municipal securities.
Corporate Obligations
The Company may invest in high-quality corporate obligations to provide portfolio diversification and improve the overall yield on the portfolio. As of March 31, 2025, the Company held 4 corporate obligation securities with a total fair value of $12.4 million and a net unrealized gain of $0.2 million. As of December 31, 2024, the Company held 4 corporate obligation securities with a total fair value of $12.3 million and a net unrealized gain of $0.1 million. As of March 31, 2025, 1 of the 4 securities in this portfolio were in an unrealized loss position. As of December 31, 2024, 1 of the 4 securities in this portfolio were in an unrealized loss position. During the three months ended March 31, 2025 and 2024, the Company did not purchase any corporate obligations.
U.S. Treasury Bonds
The Company invests in securities issued by the U.S. government. As of March 31, 2025, the Company owned 62 U.S. Treasury bonds with a total fair value of $473.3 million and a net unrealized loss of $19.2 million. As of December 31, 2024, the Company held 65 U.S. Treasury bonds with a total fair value of $481.9 million and a net unrealized loss of $24.8 million. As of March 31, 2025, 39 of the 62 securities in this portfolio were in an unrealized loss position. As of December 31, 2024, 50 of the 65 securities in this portfolio were in an unrealized loss position. During the three months ended March 31, 2025 and 2024 the Company did not purchase any U.S. Treasury bonds.
12
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Foreign Government Obligations
As of March 31, 2025 and December 31, 2024, the Company owned 1 foreign government obligation security with a fair value of $0.5 million, which approximated cost. As of March 31, 2025, the security was held at par. As of December 31, 2024, the security was in an unrealized loss position. During the three months ended March 31, 2025, the Company repurchased the same type of foreign government obligation that had matured.
Portfolio Maturities
The final stated maturities of the debt securities are as follows for the periods indicated:
 At March 31, 2025At December 31, 2024
 Amortized
Cost		Estimated
Fair Value		Weighted
Average
Rate		Amortized
Cost		Estimated
Fair Value		Weighted
Average
Rate
 (Dollars in Thousands)
Investment securities available-for-sale:      
Within 1 year$124,806 $124,189 3.33 %$103,337 $102,457 3.22 %
After 1 year through 5 years466,055 450,170 3.15 %449,289 434,608 3.32 %
After 5 years through 10 years159,355 141,012 1.78 %207,980 180,370 1.77 %
Over 10 years188,910 166,982 3.16 %203,783 177,599 3.13 %
$939,126 $882,353 2.96 %$964,389 $895,034 2.96 %
Actual maturities of debt securities will differ from those presented above since certain obligations amortize and may also provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty. MBSs and CMOs are included above based on their final stated maturities; the actual maturities, however, may occur earlier due to anticipated prepayments and stated amortization of cash flows.
As of March 31, 2025, issuers of debt securities with an estimated fair value of $111.9 million had the right to call or prepay the obligations. Of the $111.9 million, approximately $11.6 million matures in less then 1 year, $64.1 million matures in 1-5 years, $28.5 million matures in 6-10 years, and $7.7 million matures after ten years. As of December 31, 2024, issuers of debt securities with an estimated fair value of approximately $118.6 million had the right to call or prepay the obligations. Of the $118.6 million, approximately $4.8 million matures in less then 1 year, $67.4 million matures in 1-5 years, $38.9 million matures in 6-10 years, and $7.5 million matures after ten years.
Security Sales
The Company did not sell any investment securities available-for-sale during the three months ended March 31, 2025 and 2024.
13
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
(4) Loans and Leases
The following table presents the amortized cost of loans and leases and weighted average coupon rates for the loan and lease portfolios at the dates indicated:
 At March 31, 2025At December 31, 2024
 BalanceWeighted
Average
Coupon		BalanceWeighted
Average
Coupon
 (Dollars In Thousands)
Commercial real estate loans:    
Commercial real estate$3,940,918 5.38 %$4,027,265 5.40 %
Multi-family mortgage1,407,762 5.07 %1,387,796 5.06 %
Construction232,302 7.17 %301,053 7.00 %
Total commercial real estate loans5,580,982 5.38 %5,716,114 5.40 %
Commercial loans and leases:    
Commercial
1,249,926 6.37 %1,211,714 6.47 %
Equipment financing1,262,986 8.37 %1,294,950 8.27 %
Total commercial loans and leases2,512,912 7.38 %2,506,664 7.40 %
Consumer loans:    
Residential mortgage1,105,699 4.76 %1,114,732 4.69 %
Home equity383,661 7.15 %377,411 7.18 %
Other consumer59,468 6.67 %64,367 6.67 %
Total consumer loans1,548,828 5.43 %1,556,510 5.38 %
Total loans and leases$9,642,722 5.91 %$9,779,288 5.91 %

Accrued interest on loans and leases, which were excluded from the amortized cost of loans and leases totaled $38.2 million and $37.5 million at March 31, 2025 and December 31, 2024, respectively, and were included in other assets in the accompanying consolidated balance sheets.
The net unamortized deferred loan origination costs and premiums and discounts on acquired loans included in total loans and leases were $(17.4) million and $(19.6) million as of March 31, 2025 and December 31, 2024, respectively.
The Banks and their subsidiaries lend primarily in all New England states and New York, with the exception of the equipment financing portfolio, 19.4% of which is in the Greater New York and New Jersey metropolitan area and 80.6% of which is in other areas in the U.S. as of March 31, 2025.
Loans and Leases Pledged as Collateral
As of March 31, 2025 and December 31, 2024, there were $3.8 billion and $3.6 billion respectively of loans and leases pledged as collateral for repurchase agreements; municipal deposits; treasury, tax and loan deposits; swap agreements; FRB borrowings; and FHLB borrowings. The Banks did not have any outstanding FRB borrowings as of March 31, 2025 and December 31, 2024.
14
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
(5) Allowance for Credit Losses
The following tables present the changes in the allowance for loan and lease losses in loans and leases by portfolio segment for the periods indicated:
 Three Months Ended March 31, 2025
 Commercial
Real Estate		CommercialConsumerTotal
 (In Thousands)
Balance at December 31, 2024$74,171 $44,169 $6,743 $125,083 
Charge-offs— (9,069)(4)(9,073)
Recoveries— 1,422 54 1,476 
Provision (credit) for loan and lease losses excluding unfunded commitments(172)6,834 (3)6,659 
Balance at March 31, 2025$73,999 $43,356 $6,790 $124,145 

 Three Months Ended March 31, 2024
 Commercial
Real Estate		CommercialConsumerTotal
 (In Thousands)
Balance at December 31, 2023$81,410 $29,557 $6,555 $117,522 
Charge-offs(606)(4,771)(13)(5,390)
Recoveries— 292 17 309 
Provision (credit) for loan and lease losses excluding unfunded commitments2,671 5,339 (327)7,683 
Balance at March 31, 2024$83,475 $30,417 $6,232 $120,124 
The allowance for credit losses for unfunded credit commitments was $5.3 million, and $6.0 million at March 31, 2025 and December 31, 2024, respectively.
Provision for Credit Losses
The provision (credit) for credit losses are set forth below for the periods indicated:
 Three Months Ended March 31,
 20252024
 (In Thousands)
Provision (credit) for loan and lease losses:  
Commercial real estate$(172)$2,671 
Commercial6,834 5,339 
Consumer(3)(327)
Total provision (credit) for loan and lease losses6,659 7,683 
Unfunded commitments(685)(260)
Investment securities available-for-sale12 (44)
Total provision (credit) for credit losses$5,986 $7,379 
15
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Allowance for Credit Losses Methodology
Management has established a methodology to determine the adequacy of the ACL that assesses the risks and losses expected on the loan and lease portfolio and unfunded commitments. Additions to the ACL are made by charges to the provision for credit losses. Losses on loans and leases are charged off against the allowance when all or a portion of a loan or lease is considered uncollectible. Subsequent recoveries on loans previously charged off, if any, are credited to the allowance when realized.
To calculate the allowance for loans collectively evaluated, management uses models developed by a third party. CRE, C&I, and retail lifetime loss rate models calculate the expected losses over the life of the loan based on exposure at default loan attributes and reasonable, supportable economic forecasts. The exposure at default considers the current unpaid balance, prepayment assumptions and expected utilization assumptions. The expected loss estimates for two small commercial portfolios are based on historical loss rates.
Key assumptions used in the models include portfolio segmentation, prepayments, and the expected utilization of unfunded commitments, among others. The portfolios are segmented by loan level attributes such as loan type, loan size, date of origination, and delinquency status to create homogenous loan pools. Pool level metrics are calculated and loss rates are subsequently applied to the pools as the loans have like characteristics. Prepayment assumptions are embedded within the models and are based on the same data used for model development and incorporate adjustments for reasonable and supportable forecasts. Model development data and developmental time periods vary by model, but all use at least ten years of historical data and capture at least one recessionary period. Expected utilization is based on current utilization and a LEQ factor. LEQ varies by current utilization and provides a reasonable estimate of expected draws and borrower behavior. Assumptions and model inputs are reviewed in accordance with model monitoring practices and as information becomes available.
The ACL estimate incorporates reasonable and supportable forecasts of various macro-economic variables over the remaining life of loans and leases. The development of the reasonable and supportable forecast assume each macro-economic variable will revert to long-term expectations, with reversion characteristics unique to specific economic indicators and forecasts. Reversion towards long-term expectations generally begins two to three years from the forecast start date and largely completes within the first five years.
Management elected to use multiple economic forecasts in determining the reserve to account for economic uncertainty. The forecasts include various projections of gross domestic product, interest rates, property price indices, and employment measures. Scenario weighting and model parameters are reviewed for each calculation and updated to reflect facts and circumstances as of the financial statement date. The forecasts utilized at March 31, 2025 reflect the immediate and longer-term effects of a higher interest rate environment and inflationary conditions compared to recent history.
As of March 31, 2025, management continued to apply qualitative adjustments to the CRE lifetime loss rate, C&I lifetime loss rate, and Retail lifetime loss rate models. These adjustments addressed model limitations, were based on historical loss patterns, and targeted specific risks within the certain portfolios. A general qualitative adjustment was applied to all models to account for general economic uncertainty by placing a greater probability on negative economic forecasts. Additional qualitative factors were applied to capture specific risks in several sub-segments of the portfolio determined to have potential incremental risk relative to the model’s results (e.g., office and specialty vehicle) based on recent collateral valuations and performance trends. These adjustments included both positive and negative adjustments and were applied to five different sub-segments with a total impact of $32.6 million at March 31, 2025. Management reviews these factors on a quarterly basis as market conditions and segment performance evolve.
Specific reserves are established for loans individually evaluated for impairment when amortized cost basis is greater than the discounted present value of expected future cash flows or, in the case of collateral-dependent loans, when there is an excess of a loan's amortized cost basis over the fair value of its underlying collateral. When loans and leases do not share risk characteristics with other financial assets they are evaluated individually. Individually evaluated loans are reviewed quarterly with adjustments made to the calculated reserve as necessary.
The general allowance for loan and lease losses was $105.3 million as of March 31, 2025 and $107.5 million as of December 31, 2024.
The specific allowance for loan and lease losses was $18.9 million as of March 31, 2025, compared to $17.5 million as of December 31, 2024. The specific allowance increased $1.3 million during the three months ended March 31, 2025, primarily
16
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
due to specific reserve increases totaling $0.5 million for commercial real estate loans, $0.5 million for consumer and industrial loans, and $0.3 million for equipment financing loans.
As of March 31, 2025, management believes the methodology for calculating the allowance is sound and the allowance provides a reasonable basis for determining and reporting on expected losses over the lifetime of the Company’s loan portfolios.
Credit Quality Assessment
At the time of loan origination, a rating is assigned based on the capacity to pay and general financial strength of the borrower, the value of assets pledged as collateral, and the evaluation of third party support such as a guarantor. The Company continually monitors the credit quality of the loan portfolio using all available information. The officer responsible for handling each loan is required to initiate changes to risk ratings when changes in facts and circumstances occur that warrant an upgrade or downgrade in a loan rating. Based on this information, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, adversely risk-rated, nonperforming and/or put on nonaccrual status. Additionally, in the course of resolving such loans, the Company may choose to restructure the contractual terms of certain loans to match the borrower's ability to repay the loan based on their current financial condition. If a restructured loan meets certain criteria, it may be categorized as a modified loan.
The Company reviews numerous credit quality indicators when assessing the risk in its loan portfolio. For all loans, the Company utilizes an eight-grade loan rating system, which assigns a risk rating to each borrower based on a number of quantitative and qualitative factors associated with a loan transaction. Factors considered include industry and market conditions; position within the industry; earnings trends; operating cash flow; asset/liability values; debt capacity; guarantor strength; management and controls; financial reporting; collateral; and other considerations. In addition, the Company's independent loan review group evaluates the credit quality and related risk ratings in all loan portfolios. The results of these reviews are reported to the Risk Committee of the Board of Directors on a periodic basis and annually to the Board of Directors. For the consumer loans, the Company heavily relies on payment status for calibrating credit risk.
The ratings categories used for assessing credit risk in the commercial real estate, multi-family mortgage, construction, commercial, equipment financing, condominium association and other consumer loan and lease classes are defined as follows:
1 -4 Rating—Pass
Loan rating grades "1" through "4" are classified as "Pass," which indicates borrowers are performing in accordance with the terms of the loan and are less likely to result in loss due to the capacity of the borrower to pay and the adequacy of the value of assets pledged as collateral.
5 Rating—OAEM
Borrowers exhibit potential credit weaknesses or downward trends deserving management's attention. If not checked or corrected, these trends will weaken the Company's asset and position. While potentially weak, currently these borrowers are marginally acceptable; no loss of principal or interest is envisioned.
6 Rating—Substandard
Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt. Substandard loans may be inadequately protected by the current net worth and paying capacity of the obligors or by the collateral pledged, if any. Normal repayment from the borrower is in jeopardy. Although no immediate loss of principal is envisioned, there is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. Collateral coverage may be inadequate to cover the principal obligation.
7 Rating—Doubtful
Borrowers exhibit well-defined weaknesses that jeopardize the orderly liquidation of debt with the added provision that the weaknesses make collection of the debt in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Serious problems exist to the point where partial loss of principal is likely.
17
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
8 Rating—Definite Loss
Borrowers deemed incapable of repayment. Loans to such borrowers are considered uncollectible and of such little value that continuation as active assets of the Company is not warranted.
Assets rated as "OAEM," "substandard" or "doubtful" based on criteria established under banking regulations are collectively referred to as "criticized" assets.
Credit Quality Information
The following table presents the amortized cost basis of loans in each class by credit quality indicator and year of origination as of March 31, 2025.
March 31, 2025
20252024202320222021PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Commercial Real Estate     
Pass$22,934 $156,694 $379,617 $698,194 $730,666 $1,769,394 $22,780 $18,299 $3,798,578 
OAEM— 22,504 — 21,833 3,935 40,897 — 403 89,572 
Substandard— 3,412 3,634 5,367 40,355 — — 52,768 
Total22,934 179,198 383,029 723,661 739,968 1,850,646 22,780 18,702 3,940,918 
Multi-Family Mortgage
Pass2,493 13,356 77,147 289,226 246,285 692,582 6,660 37,952 1,365,701 
OAEM— — — 11,013 — 2,582 — — 13,595 
Substandard— — — 3,433 11,477 13,556 — — 28,466 
Total2,493 13,356 77,147 303,672 257,762 708,720 6,660 37,952 1,407,762 
Construction
Pass4,755 53,942 9,090 103,983 27,308 2,705 7,769 — 209,552 
OAEM— — — 22,750 — — — — 22,750 
Total4,755 53,942 9,090 126,733 27,308 2,705 7,769 — 232,302 
Commercial
Pass33,681 176,616 252,822 130,025 110,863 112,002 407,535 6,083 1,229,627 
OAEM— — — — 107 196 1,095 — 1,398 
Substandard— 450 991 6,822 384 1,356 8,709 187 18,899 
Doubtful— — — — — 2 — — 2 
Total33,681 177,066 253,813 136,847 111,354 113,556 417,339 6,270 1,249,926 
Current-period gross writeoffs— — — — — 7,132 — — 7,132 
Equipment Financing
Pass62,753 280,608 328,195 262,076 130,378 144,353 1,374 4,847 1,214,584 
OAEM— — — 1,432 845 — — — 2,277 
Substandard— 2,421 15,567 5,452 3,062 3,795 — 11,530 41,827 
Doubtful— — — 4,283 — 15 — — 4,298 
Total62,753 283,029 343,762 273,243 134,285 148,163 1,374 16,377 1,262,986 
Current-period gross writeoffs— 119 436 816 188 377 — — 1,936 
18
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
March 31, 2025
20252024202320222021PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Other Consumer
Pass535 297 145 65 7 2,057 56,348 14 59,468 
Total535 297 145 65 7 2,057 56,348 14 59,468 
Current-period gross writeoffs4 — — — — — — — 4 
Total
Pass127,151 681,513 1,047,016 1,483,569 1,245,507 2,723,093 502,466 67,195 7,877,510 
OAEM— 22,504 — 57,028 4,887 43,675 1,095 403 129,592 
Substandard— 2,871 19,970 19,341 20,290 59,062 8,709 11,717 141,960 
Doubtful— — — 4,283 — 17 — — 4,300 
Total$127,151 $706,888 $1,066,986 $1,564,221 $1,270,684 $2,825,847 $512,270 $79,315 $8,153,362 
As of March 31, 2025, there were no loans categorized as definite loss.
For residential mortgage and home equity loans, the borrowers' credit scores at origination contribute as a reserve metric in the retail loss rate model.

At March 31, 2025
20252024202320222021PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Residential  
Credit Scores  
Over 700$17,735 $117,186 $72,115 $153,709 $191,752 $404,791 $4,900 $93 $962,281 
661 - 7003,413 6,167 3,971 12,733 9,592 24,685 — 8 60,569 
600 and below242 200 4,464 13,836 8,723 30,650 — — 58,115 
Data not available*
— 257 1,527 1,658 2,274 19,018 — — 24,734 
Total$21,390 $123,810 $82,077 $181,936 $212,341 $479,144 $4,900 $101 $1,105,699 
Home Equity
Credit Scores  
Over 700$858 $1,663 $4,374 $3,147 $958 $6,959 $310,900 $3,121 $331,980 
661 - 700— 28 64 394 37 403 24,451 930 26,307 
600 and below— 94 663 12 400 341 18,610 2,541 22,661 
Data not available*
— — 17 — — 38 2,633 25 2,713 
Total$858 $1,785 $5,118 $3,553 $1,395 $7,741 $356,594 $6,617 $383,661 
_______________________________________________________________________________
* Primarily represents loans made to trusts and purchased mortgages.

19
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The following tables present the recorded investment in loans in each class as of December 31, 2024, by credit quality indicator.
December 31, 2024
20242023202220212020PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Commercial Real Estate      
Pass$147,877 $395,770 $677,054 $740,805 $368,755 $1,493,198 $45,933 $16,620 $3,886,012 
OAEM22,505 — 21,923 3,611 3,210 41,704 — 411 93,364 
Substandard— — 3,653 5,416 — 38,820 — — 47,889 
Doubtful— — — — — — — — — 
Total170,382 395,770 702,630 749,832 371,965 1,573,722 45,933 17,031 4,027,265 
Current -period gross writeoffs— — 552 — — 3,874 — — 4,426 
Multi-Family Mortgage
Pass16,197 67,890 244,419 243,977 153,294 572,534 5,937 38,001 1,342,249 
OAEM— — 11,606 — — 3,855 — — 15,461 
Substandard— — 2,863 11,477 — 15,746 — — 30,086 
Total16,197 67,890 258,888 255,454 153,294 592,135 5,937 38,001 1,387,796 
Construction
Pass50,569 24,642 169,636 37,832 1,649 221 8,754 — 293,303 
OAEM— — 7,750 — — — — — 7,750 
Total50,569 24,642 177,386 37,832 1,649 221 8,754 — 301,053 
Commercial
Pass171,978 256,267 138,946 108,892 35,090 87,430 383,725 6,962 1,189,290 
OAEM— — — 48 — 284 1,711 — 2,043 
Substandard— 4 — 392 1,197 12,001 6,091 365 20,050 
Doubtful— — — — — 2 — 329 331 
Total171,978 256,271 138,946 109,332 36,287 99,717 391,527 7,656 1,211,714 
Current-period gross writeoffs13 4 3,612 100 1,523 1,596 — — 6,848 
Equipment Financing
Pass287,280 359,803 289,487 147,244 83,664 85,286 425 5,881 1,259,070 
OAEM— — 1,572 930 — — — — 2,502 
Substandard— 7,681 3,455 2,918 725 2,771 — 11,530 29,080 
Doubtful— — 4,283 — — 15 — — 4,298 
Total287,280 367,484 298,797 151,092 84,389 88,072 425 17,411 1,294,950 
Current-period gross writeoffs840 2,801 4,740 1,430 5,219 4,166 — — 19,196 
Other Consumer
Pass373 176 84 873 — 2,057 60,789 15 64,367 
20
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
December 31, 2024
20242023202220212020PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Total373 176 84 873 — 2,057 60,789 15 64,367 
Current-period gross writeoffs7 — 3 — 1 12 — — 23 
Total
Pass674,274 1,104,548 1,519,626 1,279,623 642,452 2,240,726 505,563 67,479 8,034,291 
OAEM22,505 — 42,851 4,589 3,210 45,843 1,711 411 121,120 
Substandard— 7,685 9,971 20,203 1,922 69,338 6,091 11,895 127,105 
Doubtful— — 4,283 — — 17 — 329 4,629 
Total$696,779 $1,112,233 $1,576,731 $1,304,415 $647,584 $2,355,924 $513,365 $80,114 $8,287,145 
As of December 31, 2024, there were no loans categorized as definite loss.
At December 31, 2024
20242023202220212020PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Residential  
Credit Scores  
Over 700$119,843 $75,397 $167,352 $204,738 $110,663$341,746 $7,936 $— $1,027,675 
661 - 7006,444 7,330 7,7346,915 4,62212,583 — — 45,628 
600 and below2,040 1,111 7,7114,976 5,01613,024 — — 33,878 
Data not available*
31 537 1,349 881 —4,753 — — 7,551 
Total$128,358 $84,375 $184,146 $217,510 $120,301$372,106 $7,936 $— $1,114,732 
Home Equity
Credit Scores
Over 700$1,696 $4,686 $3,492$1,402 $529$7,003 $316,187 $5,446 $340,441 
661 - 700166 400 2138 —326 18,700 505 20,156 
600 and below— 405 132— 18373 12,121 1,195 14,244 
Data not available*
— — — — — 4 2,566 — 2,570 
Total$1,862 $5,491 $3,645$1,440 $547$7,706 $349,574 $7,146 $377,411 
Current-period gross writeoffs1616
_______________________________________________________________________________
* Primarily represents loans made to trusts and purchased mortgages.
21
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Age Analysis of Past Due Loans and Leases
The following table presents an age analysis of the amortized cost basis in loans and leases as of March 31, 2025.
 At March 31, 2025
 Past Due  Past
Due Greater
Than 90 Days
and Accruing		 
 31-60
Days		61-90
Days		Greater
Than
90 Days		TotalCurrentTotal Loans
and Leases		Non-accrual
Non-accrual
with No Related Allowance
 (In Thousands)
Commercial real estate loans:
Commercial real estate$8,607 $5,358 $10,986 $24,951 $3,915,967 $3,940,918 $145 $10,842 $— 
Multi-family mortgage993 11,477 9,312 21,782 1,385,980 1,407,762 2,862 6,576 1,574 
Construction— 8,550 — 8,550 223,752 232,302 — — — 
Total commercial real estate loans9,600 25,385 20,298 55,283 5,525,699 5,580,982 3,007 17,418 1,574 
Commercial loans and leases:
Commercial805 6,822 627 8,254 1,241,672 1,249,926 — 7,415 — 
Equipment financing8,737 3,995 28,694 41,426 1,221,560 1,262,986 — 32,975 1,960 
Total commercial loans and leases9,542 10,817 29,321 49,680 2,463,232 2,512,912 — 40,390 1,960 
Consumer loans:
Residential mortgage453 353 2,887 3,693 1,102,006 1,105,699 — 3,962 2,618 
Home equity1,856 11 85 1,952 381,709 383,661 2 1,333 397 
Other consumer5 4 1 10 59,458 59,468 — 1 — 
Total consumer loans2,314 368 2,973 5,655 1,543,173 1,548,828 2 5,296 3,015 
Total loans and leases$21,456 $36,570 $52,592 $110,618 $9,532,104 $9,642,722 $3,009 $63,104 $6,549 
The Company did not recognize any interest income on nonaccrual loans for the three months ended March 31, 2025.













22
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The following tables present an age analysis of the recorded investment in originated and acquired loans and leases as of December 31, 2024.
 At December 31, 2024
 Past Due  Loans and
Leases Past
Due Greater
Than 90 Days
and Accruing		 Non-accrual
with No Related Allowance
 31-60
Days		61-90
Days		Greater
Than
90 Days		TotalCurrentTotal Loans
and Leases		Non-accrual
 (In Thousands)
Commercial real estate loans:
Commercial real estate$6,570 $1,685 $12,153 $20,408 $4,006,857 $4,027,265 $629 $11,525 $683 
Multi-family mortgage2,863 — 6,469 9,332 1,378,464 1,387,796 — 6,596 6,605 
Construction— — — — 301,053 301,053 — — — 
Total commercial real estate loans9,433 1,685 18,622 29,740 5,686,374 5,716,114 629 18,121 7,288 
Commercial loans and leases:
Commercial783 1,693 695 3,171 1,208,543 1,211,714 — 14,676 326 
Equipment financing6,140 2,508 27,070 35,718 1,259,232 1,294,950 — 31,509 2,180 
Total commercial loans and leases6,923 4,201 27,765 38,889 2,467,775 2,506,664 — 46,185 2,506 
Consumer loans:
Residential mortgage2,015 — 2,057 4,072 1,110,660 1,114,732 130 3,999 2,359 
Home equity818 233 135 1,186 376,225 377,411 52 1,043 — 
Other consumer4 — 1 5 64,362 64,367 — 1 — 
Total consumer loans2,837 233 2,193 5,263 1,551,247 1,556,510 182 5,043 2,359 
Total loans and leases$19,193 $6,119 $48,580 $73,892 $9,705,396 $9,779,288 $811 $69,349 $12,153 
Individually Evaluated Loans and Leases
A loan is individually evaluated when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. The loans and leases risk-rated "substandard" or worse are individually evaluated. Loans and leases which do not share similar risk characteristics with other loans are individually evaluated for credit losses. Specific reserves are established for loans and leases with deterioration in the present value of expected future cash flows or, in the case of collateral-dependent loans and leases, any increase in the loan or lease amortized cost basis over the fair value of the underlying collateral discounted for estimated selling costs. In contrast, the loans and leases which share similar risk characteristics and are not included in the individually evaluated population are collectively evaluated for credit losses.
23
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The following tables present information regarding individually evaluated and collectively evaluated allowance for loan and lease losses for credit losses on loans and leases at the dates indicated.
At March 31, 2025
Commercial Real EstateCommercialConsumerTotal
(In Thousands)
Allowance for Loan and Lease Losses:
Individually evaluated$4,106 $14,757 $13 $18,876 
Collectively evaluated69,893 28,599 6,777 105,269 
Total$73,999 $43,356 $6,790 $124,145 
Loans and Leases:
Individually evaluated$81,240 $59,725 $3,281 $144,246 
Collectively evaluated5,499,742 2,453,187 1,545,547 9,498,476 
Total$5,580,982 $2,512,912 $1,548,828 $9,642,722 

At December 31, 2024
Commercial Real EstateCommercialConsumerTotal
(In Thousands)
Allowance for Loan and Lease Losses:
Individually evaluated $3,566 $13,967 $13 $17,546 
Collectively evaluated 70,605 30,202 6,730 107,537 
Total loans and leases$74,171 $44,169 $6,743 $125,083 
Loans and Leases:
Individually evaluated $77,983 $47,819 $2,626 $128,428 
Collectively evaluated 5,638,131 2,458,845 1,553,884 9,650,860 
Total loans and leases$5,716,114 $2,506,664 $1,556,510 $9,779,288 


24
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Loan Modifications
The following tables present the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty during the periods indicated.
25
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Three Months Ended March 31, 2025
Number of LoansAmortized Cost% of Total Class of Loans and LeasesFinancial Effect
(In thousands)
Maturity Extension
C&I2$1,122 0.05 %
One loan was given a 3 month maturity extension to assist the borrower and another loan was given a 15 month maturity extension. The financial effect was deemed "de minimis".
Total2$1,122 
Three Months Ended March 31, 2024
Number of LoansAmortized Cost% of Total Class of Loans and LeasesFinancial Effect
(In thousands)
Maturity Extension
C&I1$30 — %
This loan was given a 13-month maturity extensions to assist the borrower. The financial effect was deemed "de minimis."
Total1$30 
The following tables present the aging analysis of loan modifications made to borrowers experiencing financial difficulty during the periods indicated.
Three Months Ended March 31, 2025
Current30-60 Days Past Due61-90 Days Past Due90+ Days Past DueModified
(In thousands)
Total Modifications$1,128 — — — — 
Three Months Ended March 31, 2024
Current30-60 Days Past Due61-90 Days Past Due90+ Days Past DueModified
(In thousands)
Total Modifications$30 $— $— $— $— 
26
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
(6) Goodwill and Other Intangible Assets
The following table sets forth the carrying value of goodwill and other intangible assets at the dates indicated:
 At March 31, 2025At December 31, 2024
 (In Thousands)
Goodwill$241,222 $241,222 
Additions— — 
Balance at end of period241,222 241,222 
Other intangible assets, net accumulated amortization:
Core deposits14,941 16,372 
Trade name1,089 1,089 
Total other intangible assets16,030 17,461 
Total goodwill and other intangible assets$257,252 $258,683 
At December 31, 2013, the Company concluded that the BankRI name would continue to be utilized in its marketing strategies; therefore, the trade name with carrying value of $1.1 million has an indefinite life and ceased to amortize.
The weighted-average amortization period for the core deposit intangible is 4.7 years.
The estimated aggregate future amortization expense (in thousands) for other intangible assets for each of the next five years and thereafter is as follows:
Remainder of 2025$4,132 
Year ending:
20264,323 
20273,243 
20282,162 
20291,081 
2030— 
Thereafter— 
Total$14,941 
(7) Accumulated Other Comprehensive Income (Loss)
For the three months ended March 31, 2025 and 2024, the Company’s accumulated OCI (loss) includes the following three components: (i) unrealized holding gains (losses) on investment securities available-for-sale; (ii) change in the fair value of cash flow hedges; and (iii) adjustment of accumulated obligation for postretirement benefits.
 
Changes in accumulated OCI (loss) by component, net of tax, were as follows for the periods indicated:
 Three Months Ended March 31, 2025
 
Investment
Securities
 Available-for-Sale
Net Change in Fair Value of Cash Flow HedgesPostretirement
Benefits		Accumulated Other
Comprehensive
Income (Loss)
 (In Thousands)
Balance at December 31, 2024$(53,718)$(1,323)$2,159 $(52,882)
Other comprehensive income (loss)9,737 250 — 9,987 
Reclassification adjustment for (income) expense recognized in earnings— 397 — 397 
Balance at March 31, 2025$(43,981)$(676)$2,159 $(42,498)
27
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 Three Months Ended March 31, 2024
 
Investment
Securities
 Available-for-Sale
Net Change in Fair Value of Cash Flow HedgesPostretirement
Benefits		Accumulated Other
Comprehensive
Income (Loss)
 (In Thousands)
Balance at December 31, 2023$(52,546)$(1,581)$1,329 $(52,798)
Other comprehensive income (loss)(6,277)(2,586)— (8,863)
Reclassification adjustment for (income) expense recognized in earnings— 820 — 820 
Balance at March 31, 2024$(58,823)$(3,347)$1,329 $(60,841)
(8) Derivatives and Hedging Activities
The Company executes loan level derivative products such as interest rate swap agreements with commercial banking customers to aid them in managing their interest rate risk. The interest rate swap contracts allow the commercial banking customers to convert floating rate loan payments to fixed rate loan payments. The Company concurrently enters into offsetting swaps with a third party financial institution, effectively minimizing its net risk exposure resulting from such transactions. The third party financial institution exchanges the customer's fixed rate loan payments for floating rate loan payments. As the interest rate swap agreements associated with this program do not meet hedge accounting requirements, changes in the fair value are recognized directly in earnings. Based on the Company's intended use for the loan level derivatives at inception, the Company designates the derivative as either an economic hedge of an asset or liability, or a hedging instrument subject to the hedge accounting provisions of FASB ASC Topic 815, "Derivatives and Hedging".
The Company believes using interest rate derivatives adds stability to interest income and expense and allows the Company to manage its exposure to interest rate movements. The Company enters into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments. The Company enters into interest rate swaps as hedging instruments against the interest rate risk associated with the Company's FHLB borrowings and loan portfolio. For derivative instruments that are designated and qualify as cash flow hedging instruments, the effective portion of the gains or losses is reported as a component of OCI, and is reclassified into earnings in the period that the hedged forecasted transaction affects earnings.
The following table reflects the Company's derivative positions as of the date indicated below for interest rate derivatives which qualify as cash flow hedges for accounting purposes.
 At March 31, 2025
Notional AmountAverage MaturityWeighted Average RateFair Value
 Current Rate PaidReceived Fixed Swap Rate
 (in thousands)(in years)(in thousands)
Interest rate swaps on loans$225,000 1.654.34 %3.39 %$(1,114)

28
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 At December 31, 2024
Notional AmountAverage MaturityWeighted Average RateFair Value
 Current Rate PaidReceived Fixed Swap Rate
 (in thousands)(in years)(in thousands)
Interest rate swaps on loans$225,000 1.904.53 %3.39 %$(2,033)
The Company utilizes risk participation agreements with other banks participating in commercial loan arrangements. Participating banks guarantee the performance on borrower-related interest rate swap contracts. Risk participation agreements are derivative financial instruments and are recorded at fair value. These derivatives are not designated as hedges and therefore, changes in fair value are recorded directly through earnings in other non-interest income at each reporting period. Under a risk participation-out agreement, a derivative asset, the Company participates out a portion of the credit risk associated with the interest rate swap position executed with the commercial borrower, for a fee paid to the participating bank.
The Company offers foreign exchange contracts to commercial borrowers to accommodate their business needs. These foreign exchange contracts do not qualify as hedges for accounting purposes. To mitigate the market and liquidity risk associated with these foreign exchange contracts, the Company enters into similar offsetting positions.
Asset derivatives and liability derivatives are included in other assets and accrued expenses and other liabilities on the unaudited consolidated balance sheets.
The following tables present the Company's customer related derivative positions for the periods indicated below for those derivatives not designated as hedging.
 Notional Amount Maturing
 Number of PositionsLess than 1 yearLess than 2 yearsLess than 3 yearsLess than 4 yearsThereafterTotalFair Value
March 31, 2025
 (Dollars In Thousands)
Loan level derivatives
Receive fixed, pay variable144 $115,884 $127,660 $165,910 $140,598$966,698 $1,516,750 $61,775 
Pay fixed, receive variable144 115,884 127,660 165,910 140,598966,698 1,516,750 61,775 
Risk participation-out agreements59 12,278 32,087 42,083 58,091299,589 444,128 587 
Risk participation-in agreements10 — 25,839 — 29,351 46,409 101,599 172 
Foreign exchange contracts
Buys foreign currency, sells U.S. currency23 $5,314 $— $— $— $— $5,314 $124 
Sells foreign currency, buys U.S. currency21 4,865 — — — — 4,865 159 
29
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 Notional Amount Maturing
 Number of PositionsLess than 1 yearLess than 2 yearsLess than 3 yearsLess than 4 yearsThereafterTotalFair Value
December 31, 2024
(Dollars In Thousands)
Loan level derivatives
Receive fixed, pay variable149 $153,724 $57,535 $237,601 $93,027 $1,131,061 $1,672,948 $95,720 
Pay fixed, receive variable149 153,724 57,535 237,601 93,027 1,131,061 1,672,948 95,720 
Risk participation-out agreements68 33,305 5,847 59,464 52,828 388,287 539,731 495 
Risk participation-in agreements10 — 22,518 3,506 25,346 50,828 102,198 137 
Foreign exchange contracts
Buys foreign currency, sells U.S. currency26 $5,849 $— $— $— $— $5,849 $459 
Sells foreign currency, buys U.S. currency24 5,408 — — — — 5,408 482 
30
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Certain derivative agreements contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount. The Company posted collateral to dealer counterparties of $0.9 million in the normal course of business as of March 31, 2025 and December 31, 2024.
The tables below present the offsetting of derivatives and amounts subject to master netting agreements not offset in the unaudited consolidated balance sheet at the dates indicated.
 At March 31, 2025
Gross
Amounts Recognized		Gross Amounts
Offset in the
Statement of Financial Position		Net Amounts  Presented in the Statement of Financial PositionGross Amounts Not Offset in the
Statement of Financial Position		Net Amount
 Financial Instruments PledgedCash Collateral Pledged
 (In Thousands)
Asset derivatives
Derivatives designated as hedging instruments:
Interest rate derivatives$130 $— $130 $— $— $130 
Derivatives not designated as hedging instruments:
Loan level derivatives$74,117 $— $74,117 $— $53,617 $20,500 
Risk participation-out agreements587 — 587 — — 587 
Foreign exchange contracts159 — 159 — — 159 
Total$74,993 $— $74,993 $— $53,617 $21,376 
Liability derivatives
Derivatives designated as hedging instruments:
Interest rate derivatives$1,244 $— $1,244 $— $— $1,244 
Derivatives not designated as hedging instruments:
Loan level derivatives$74,117 $— $74,117 $— $890 $73,227 
Risk participation-in agreements172 — 172 — — 172 
Foreign exchange contracts124 — 124 — — 124 
Total$75,657 $— $75,657 $— $890 $74,767 
31
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 At December 31, 2024
Gross
Amounts Recognized		Gross Amounts
Offset in the
Statement of Financial Position		Net Amounts  Presented in the Statement of Financial PositionGross Amounts Not Offset in the
Statement of Financial Position		Net Amount
 Financial Instruments PledgedCash Collateral Pledged
 (In Thousands)
Asset derivatives
Derivatives designated as hedging instruments:
Interest rate derivatives$18 $— $18 $— $— $18 
Derivatives not designated as hedging instruments:
Loan level derivatives$102,608 $— $102,608 $— $79,592 $23,016 
Risk participation-out agreements495 — 495 — — 495 
Foreign exchange contracts482 — 482 — — 482 
Total$103,603 $— $103,603 $— $79,592 $24,011 
Liability derivatives
Derivatives designated as hedging instruments:
Interest rate derivatives$2,051 $— $2,051 $— $— $2,051 
Derivatives not designated as hedging instruments:
Loan level derivatives$102,608 $— $102,608 $— $870 $101,738 
Risk participation-in agreements137 — 137 — — 137 
Foreign exchange contracts459 — 459 — — 459 
Total$105,255 $— $105,255 $— $870 $104,385 
The Company has agreements with certain of its derivative counterparties that contain credit-risk-related contingent provisions. These provisions provide the counterparty with the right to terminate its derivative positions and require the Company to settle its obligations under the agreements if the Company defaults on certain of its indebtedness or if the Company fails to maintain its status as a well-capitalized institution.
Fair Value
Three Months Ended 
 March 31, 2025		Three Months Ended 
 March 31, 2024
 (Dollars in Thousands)
Derivatives designated as hedges$(1,114)$(4,876)
(Loss) gain in OCI on derivatives (effective portion), net of tax$(678)$(3,347)
Gain (loss) reclassified from OCI into interest income or interest expense (effective portion)$(534)$(1,102)
The guidance in ASU 2017-12 requires that amounts in accumulated OCI that are included in the assessment of effectiveness should be reclassified into earnings in the same period in which the hedged forecasted transactions impact earnings. A portion of the balance reported in accumulated OCI related to derivatives will be reclassified to interest expense as interest payments are made or received on the Company’s interest rate swaps. The Company monitors the risk of counterparty default on an ongoing basis.
32
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)

(9) Stock Based Compensation

As of March 31, 2025, the Company had one active equity plan: the 2021 Plan. As a result of the 2021 Plan having been approved by the Company's stockholders at the 2021 annual meeting of stockholders, the Company discontinued granting awards under the 2014 Plan, and no further shares will be granted as awards under the 2014 Plan.

Of the awarded shares under the Plans, generally 50% vest ratably over three years with one-third of such shares vesting at each of the first, second and third anniversary dates of the awards. The remaining 50% of each award will vest three years after the award date based on the level of the Company's achievement of identified performance targets in comparison to the level of achievement of such identified performance targets by a defined peer group. If a participant leaves the Company prior to the third anniversary date of an award, any unvested shares are usually forfeited. Dividends declared with respect to shares awarded will be held by the Company and paid to the participant only when the shares vest.

Under the Plans, shares of the Company's common stock are reserved for issuance as restricted stock awards to officers, employees, and non-employee directors of the Company. Shares issued upon vesting may be either authorized but unissued shares or reacquired shares held by the Company as treasury shares. Any shares not issued because vesting requirements are not met will be retired back to treasury and be made available again for issuance under the Plans.

During the three months ended March 31, 2025 and March 31, 2024, no shares were issued, respectively, upon satisfaction of required conditions of the Plans.
Total expense for the Plans was $0.9 million and $1.1 million for the three months ended March 31, 2025 and 2024, respectively.
(10) EPS

The following table is a reconciliation of basic EPS and diluted EPS:
Three Months Ended
 March 31, 2025March 31, 2024
 BasicFully
Diluted		BasicFully
Diluted
(Dollars in Thousands, Except Per Share Amounts)
Numerator:
Net income$19,100 $19,100 $14,665 $14,665 
Denominator:
Weighted average shares outstanding89,103,510 89,103,510 88,894,577 88,894,577 
Effect of dilutive securities— 464,237 — 286,931 
Adjusted weighted average shares outstanding89,103,510 89,567,747 88,894,577 89,181,508 
EPS$0.21 $0.21 $0.16 $0.16 
(11) Fair Value of Financial Instruments
A description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring and non-recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. There were no changes in the valuation techniques used during the three months ended March 31, 2025 and March 31, 2024.
33
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The following tables set forth the carrying value of assets and liabilities measured at fair value on a recurring basis at the dates indicated:
 Carrying Value as of March 31, 2025
 Level 1Level 2Level 3Total
 (In Thousands)
Assets:    
Investment securities available-for-sale:    
GSE debentures$— $176,156 $— $176,156 
GSE CMOs— 55,300 — 55,300 
GSE MBSs— 145,614 — 145,614 
Municipal obligations— 3,143 15,888 19,031 
Corporate debt obligations— 9,963 2,441 12,404 
U.S. Treasury bonds— 473,348 — 473,348 
Foreign government obligations— 500 — 500 
Total investment securities available-for-sale$— $864,024 $18,329 $882,353 
Assets:
Interest rate derivatives$— $130 $— $130 
Derivatives not designated as hedging instruments:
Loan level derivatives— 74,117 — 74,117 
Risk participation-out agreements— 587 — 587 
Foreign exchange contracts— 159 — 159 
Liabilities:    
Interest rate derivatives$— $1,244 $— $1,244 
Derivatives not designated as hedging instruments:
Loan level derivatives— 74,117 — 74,117 
Risk participation-in agreements— 172 — 172 
Foreign exchange contracts— 124 — 124 
34
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 Carrying Value as of December 31, 2024
 Level 1Level 2Level 3Total
 (In Thousands)
Assets:    
Investment securities available-for-sale:    
GSE debentures$— $176,294 $— $176,294 
GSE CMOs— 55,543 — 55,543 
GSE MBSs— 148,285 — 148,285 
Municipal obligations— 3,198 17,056 20,254 
Corporate debt obligations— 9,853 2,434 12,287 
U.S. Treasury bonds— 481,872 — 481,872 
Foreign government obligations— 499 — 499 
Total investment securities available-for-sale$— $875,544 $19,490 $895,034 
Interest rate derivatives— 18 — 18 
Loan level derivatives— 102,608 — 102,608 
Risk participation-out agreements— 495 — 495 
Foreign exchange contracts— 482 — 482 
Liabilities:   
Interest rate derivatives$— $2,051 $— $2,051 
Loan level derivatives— 102,608 — 102,608 
Risk participation-in agreements— 137 — 137 
Foreign exchange contracts— 459 — 459 
Investment Securities Available-for-Sale
The fair value of investment securities is based principally on market prices and dealer quotes received from third-party and nationally-recognized pricing services for identical investment securities such as U.S. Treasury and agency securities. These prices are validated by comparing the primary pricing source with an alternative pricing source when available. When quoted market prices for identical securities are unavailable, the Company uses market prices provided by independent pricing services based on recent trading activity and other observable information, including but not limited to market interest-rate curves, referenced credit spreads and estimated prepayment speeds, where applicable. These investments include GSE debentures, GSE mortgage-related securities, SBA commercial loan asset backed securities, corporate debt securities, municipal obligations and U.S. Treasury bonds, all of which are included in Level 2. As of March 31, 2025, certain corporate debt securities and municipal obligations were valued using pricing models included in Level 3.
Additionally, management reviews changes in fair value from period to period and performs testing to ensure that prices received from the third parties are consistent with management's expectation of the market. Changes in the prices obtained from the pricing service are analyzed from month to month, taking into consideration changes in market conditions including changes in mortgage spreads, changes in U.S. Treasury security yields and changes in generic pricing of 15-year and 30-year securities. Additional analysis may include a review of prices provided by other independent parties, a yield analysis, a review of average life changes using Bloomberg analytics and a review of historical pricing for a particular security.
Derivatives and Hedging Instruments
The fair value of interest rate derivatives designated as hedging instruments, loan level derivatives, risk participation agreements (RPA in/out), and foreign exchange contracts represent a Level 2 valuation and are based on settlement values adjusted for credit risks associated with the counterparties and the Company and observable market interest rate curves and foreign exchange rates where applicable. Credit risk adjustments consider factors such as the likelihood of default by the Company and its counterparties, its net exposures and remaining contractual life. To date, the Company has not realized any losses due to a counterparty's inability to pay any net uncollateralized position. Refer also to Note 8, "Derivatives and Hedging Activities."
35
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
There were no transfers between levels for assets and liabilities recorded at fair value on a recurring basis at March 31, 2025 and December 31, 2024, respectively.
The following tables summarize information about significant unobservable inputs related to the Company's categories of Level 3 financial assets and liabilities measured on a recurring basis.
Quantitative Information About Level 3 Fair Value Measurements - Recurring Basis
Financial InstrumentEstimated Fair ValueValuation Technique(s)Significant Unobservable InputsRange of Inputs Weighted Average
(In Thousands)
March 31, 2025
Assets
Municipal obligations$15,888 Discounted Cash FlowDiscount Rate from Bloomberg BVAL
0.0%-3.85%
1.88 %
Corporate debt obligations2,441 Observable BidsBloomberg TRACE
The following table summarizes the changes in estimated fair value for all assets and liabilities measured at estimated fair value on a recurring basis using significant unobservable inputs (Level 3).
Changes in Estimated Fair Value of Level 3 Financial Assets and Liabilities - Recurring Basis
Three Months Ended March 31, 2025
(In Thousands)
Municipal obligationsCorporate debt obligations
Beginning balance$17,056 $2,434 
Purchases153 — 
Unrealized gains (losses) included in comprehensive income (32)1 
Transfers in— — 
Transfers out— — 
Sales— — 
Maturities, calls, and paydowns(1,289)6 
Ending balance$15,888 $2,441 
36
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis
Assets and liabilities measured at fair value on a non-recurring basis are summarized below at the dated indicated:
 Carrying Value as of March 31, 2025
 Level 1Level 2Level 3Total
 (In Thousands)
Assets measured at fair value on a non-recurring basis:    
Collateral-dependent impaired loans and leases$— $— $34,778 $34,778 
OREO— — 700 700 
Repossessed assets— 217 — 217 
Total assets measured at fair value on a non-recurring basis$— $217 $35,478 $35,695 
 Carrying Value as of December 31, 2024
 Level 1Level 2Level 3Total
 (In Thousands)
Assets measured at fair value on a non-recurring basis:    
Collateral-dependent impaired loans and leases$— $— $28,100 $28,100 
OREO— — 700 700 
Repossessed assets— 403 — 403 
Total assets measured at fair value on a non-recurring basis$— $403 $28,800 $29,203 
Collateral-Dependent Impaired Loans and Leases
For nonperforming loans and leases where the credit quality of the borrower has deteriorated significantly, fair values of the underlying collateral were estimated using purchase and sales agreements (Level 2), or comparable sales or recent appraisals (Level 3), adjusted for selling costs and other expenses.
OREO
The Company records OREO at the lower of cost or fair value. In estimating fair value, the Company utilizes purchase and sales agreements (Level 2) or comparable sales, recent appraisals or cash flows discounted at an interest rate commensurate with the risk associated with these cash flows (Level 3), adjusted for selling costs and other expenses.
Repossessed Assets
Repossessed assets are carried at estimated fair value less costs to sell based on auction pricing (Level 2).
The table below presents quantitative information about significant unobservable inputs (Level 3) for assets measured at fair value on a non-recurring basis at the dates indicated.
Fair ValueValuation Technique
At March 31,
2025		At December 31, 2024
 (Dollars in Thousands)
Collateral-dependent impaired loans and leases$34,778 $28,100 
Appraisal of collateral (1)
Other real estate owned700 700 
Appraisal of collateral (1)
________________________________________________________________________
(1) Fair value is generally determined through independent appraisals of the underlying collateral. The Company may also use another available source of collateral assessment to determine a reasonable estimate of the fair value of the collateral. Appraisals may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of the unobservable inputs used may vary but is generally 0% - 10% on the discount for costs to sell and 0% - 15% on appraisal adjustments.
37
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Summary of Estimated Fair Values of Financial Instruments
The following table presents the carrying amount, estimated fair value, and placement in the fair value hierarchy of the Company's financial instruments at the dates indicated. This table excludes financial instruments for which the carrying amount approximates fair value. Financial assets for which the fair value approximates carrying value include cash and cash equivalents, restricted equity securities, and accrued interest receivable. Financial liabilities for which the fair value approximates carrying value include non-maturity deposits, short-term borrowings, and accrued interest payable. There were no transfers between levels during the three months ended March 31, 2025.
   Fair Value Measurements at March 31, 2025
 Carrying
Value		Estimated
Fair Value		Level 1
Inputs		Level 2
Inputs		Level 3
Inputs
 (In Thousands)
Financial assets:     
Loans and leases, net$9,518,577 $9,208,598 $— $— $9,208,598 
Financial liabilities:    
Certificates of deposits and brokered deposits2,643,623 2,639,621 — 2,639,621 — 
Borrowed funds1,155,827 1,181,745 — 1,181,745 — 
   Fair Value Measurements at December 31, 2024
 Carrying
Value		Estimated
Fair Value		Level 1
Inputs		Level 2
Inputs		Level 3
Inputs
 (In Thousands)
Financial assets:     
Loans and leases, net$9,654,205 $9,298,057 $— $— $9,298,057 
Financial liabilities: 
Certificates of deposits and brokered deposits2,754,397 2,749,092 — 2,749,092 — 
Borrowed funds1,519,846 1,547,183 — 1,547,183 — 
Loans and Leases
The fair values of performing loans and leases was estimated by segregating the portfolio into its primary loan and lease categories—commercial real estate mortgage, multi-family mortgage, construction, commercial, equipment financing, condominium association, residential mortgage, home equity and other consumer. These categories were further disaggregated based upon significant financial characteristics such as type of interest rate (fixed / variable) and payment status (current / past-due). Using the exit price valuation method, the Company discounts the contractual cash flows for each loan category using interest rates currently being offered for loans with similar terms to borrowers of similar quality and incorporates estimates of future loan prepayments.
Deposits
The fair values of deposit liabilities with no stated maturity (demand, NOW, savings and money market savings accounts) are equal to the carrying amounts payable on demand. The fair value of certificates of deposit represents contractual cash flows discounted using interest rates currently offered on deposits with similar characteristics and remaining maturities. The fair value estimates for deposits do not include the benefit that results from the low-cost funding provided by the Company's core deposit relationships (deposit-based intangibles).
38
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Borrowed Funds
The fair value of federal funds purchased is equal to the amount borrowed. The fair value of FHLB advances and repurchase agreements represents contractual repayments discounted using interest rates currently available for borrowings with similar characteristics and remaining maturities. The fair values reported for retail repurchase agreements are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on borrowings with similar characteristics and maturities. The fair values reported for subordinated deferrable interest debentures are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on instruments with similar terms and maturities.
(12) Commitments and Contingencies
Off-Balance Sheet Financial Instruments
The Company is party to off-balance sheet financial instruments in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include loan commitments, standby and commercial letters of credit, and loan level derivatives. According to GAAP, these financial instruments are not recorded in the financial statements until they are funded or related fees are incurred or received.
The contract amounts reflect the extent of the involvement the Company has in particular classes of these instruments. Such commitments involve, to varying degrees, elements of credit risk and interest-rate risk in excess of the amount recognized in the consolidated balance sheets. The Company's exposure to credit loss in the event of non-performance by the counterparty is represented by the fair value of the instruments. The Company uses the same policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
39
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Financial instruments with off-balance-sheet risk at the dates indicated follow:
 At March 31, 2025At December 31, 2024
 (In Thousands)
Financial instruments whose contract amounts represent credit risk:  
Commitments to originate loans and leases:  
Commercial real estate$51,076 $11,126 
Commercial103,701 144,721 
Residential mortgage31,123 14,607 
Unadvanced portion of loans and leases990,066 1,076,783 
Unused lines of credit:  
Home equity789,180 780,214 
Other consumer123,086 113,838 
Other commercial482 398 
Unused letters of credit: 
     Financial standby letters of credit11,273 12,702 
Performance standby letters of credit25,784 24,325 
Commercial and similar letters of credit2,759 2,330 
Interest rate derivatives225,000 225,000 
Loan level derivatives (Notional principal amounts):
Receive fixed, pay variable1,516,750 1,672,948 
Pay fixed, receive variable1,516,750 1,672,948 
Risk participation-out agreements444,128 539,731 
Risk participation-in agreements101,599 102,198 
Foreign exchange contracts (Notional amounts):
Buys foreign currency, sells U.S. currency5,314 5,849 
Sells foreign currency, buys U.S. currency4,865 5,408 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee by the customer. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if any, is based on management's credit evaluation of the borrower.
Standby and commercial letters of credit are conditional commitments issued by the Company to guarantee performance of a customer to a third party. These standby and commercial letters of credit are primarily issued to support the financing needs of the Company's commercial customers. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.
From time to time, the Company enters into loan level derivatives, risk participation agreements or foreign exchange contracts with commercial customers and third-party financial institutions. These derivatives allow the Company to offer long-term fixed-rate commercial loans while mitigating the interest-rate or foreign exchange risk of holding those loans. In a loan level derivative transaction, the Company lends to a commercial customer on a floating-rate basis and then enters into a loan level derivative with that customer. Concurrently, the Company enters into offsetting swaps with a third-party financial institution, effectively minimizing its net interest-rate risk exposure resulting from such transactions. The fair value of these derivatives are presented in Note 8.
40
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Lease Commitments
The Company leases certain office space under various noncancellable operating leases as well as other assets. These leases have terms ranging from 1 year to over 19 years. Certain leases contain renewal options and escalation clauses which can increase rental expenses based principally on the consumer price index and fair market rental value provisions. All of the Company's current outstanding leases are classified as operating leases.
The Company considered the following criteria when determining whether a contract contains a lease, the existence of an identifiable asset and the right to obtain substantially all of the economic benefits from use of the asset through the period. The Company uses the FHLB classic advance rates available as of the lease's start dates as the discount rate to determine the net present value of the remaining lease payments.
Three Months Ended March 31, 2025Three Months Ended March 31, 2024
(In Thousands)
The components of lease expense was as follows:
Operating lease cost$2,191 $2,283 
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$2,256 $2,347 
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases assets $— $3,632 
Operating leases liabilities— 3,632 
At March 31, 2025At December 31, 2024
(In Thousands)
Supplemental balance sheet information related to leases was as follows:
Operating Leases
Operating lease right-of-use assets$44,144 $43,527 
Operating lease liabilities45,330 44,785 
Weighted Average Remaining Lease Term
Operating leases9.028.90
Weighted Average Discount Rate
Operating leases3.9%4.1%

41
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
A summary of future minimum rental payments under such leases at the dates indicated follows:
Minimum Rental Payments
March 31, 2025
 (In Thousands)
Remainder of 2025$6,939 
Year ending:
20268,970 
20277,964 
20286,415 
20294,595 
20302,984 
Thereafter15,208 
Total$53,075 
Less imputed interest(7,745)
Present value of lease liability$45,330 
Certain leases contain escalation clauses for real estate taxes and other expenditures, which are not included above. The total real estate taxes were $0.6 million and $0.6 million for the three months ended March 31, 2025 and 2024, respectively. Total other expenditures were $0.2 million and $0.1 million for the three months ended March 31, 2025 and 2024, respectively. Total rental expense was $2.2 million and $2.3 million for the three months ended March 31, 2025 and 2024, respectively.
Legal Proceedings
In the normal course of business, there are various outstanding legal proceedings. In the opinion of management, after consulting with legal counsel, the consolidated financial position and results of operations of the Company are not expected to be affected materially by the outcome of such proceedings.
(13) Revenue from Contracts with Customers
Overview
Revenue from contracts with customers in the scope of ASC 606 ("Topic 606") is measured based on the consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue from contracts with customers when it satisfies its performance obligations.
The Company’s performance obligations are generally satisfied as services are rendered and can either be satisfied at a point in time or over time. Unsatisfied performance obligations at the report date are not material to our consolidated financial statements.
In certain cases, other parties are involved with providing services to our customers. If the Company is a principal in the transaction (providing services itself or through a third party on its behalf), revenues are reported based on the gross consideration received from the customer and any related expenses are reported in gross noninterest expense. If the Company is an agent in the transaction (referring to another party to provide services), the Company reports its net fee or commission retained as revenue.
A substantial portion of the Company’s revenue is specifically excluded from the scope of Topic 606. This exclusion is associated with financial instruments, including interest income on loans and investment securities, in addition to loan derivative income and gains on loan and investment sales. For the revenue that is in-scope of Topic 606, the following is a description of principal activities from which the Company generates its revenue from contracts with customers, separated by the timing of revenue recognition.
42
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Revenue Recognized at a Point in Time
The Company recognizes revenue that is transactional in nature and such revenue is earned at a point in time. Revenue that is recognized at a point in time includes card interchange fees (fee income related to debit card transactions), ATM fees, wire transfer fees, overdraft charge fees, and stop-payment and returned check fees. Additionally, revenue is collected from loan fees, such as letters of credit, line renewal fees and application fees. Such revenue is derived from transactional information and is recognized as revenue immediately as the transactions occur or upon providing the service to complete the customer’s transaction.
Revenue Recognized Over Time
The Company recognizes revenue over a period of time, generally monthly, as services are performed and performance obligations are satisfied. Such revenue includes commissions on investments, insurance sales and service charges on deposit accounts. Fee revenue from service charges on deposit accounts represents the service charges assessed to customers who hold deposit accounts at the Banks.
43
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. These statements include, among others, statements regarding the Company’s intent, belief or expectations with respect to economic conditions, trends affecting the Company’s financial condition or results of operations, and the Company’s exposure to market, liquidity, interest-rate and credit risk.
Forward-looking statements are based on the current assumptions underlying the statements and other information with respect to the beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of management and the financial condition, results of operations, future performance and business are only expectations of future results. Although the Company believes that the expectations reflected in the Company’s forward-looking statements are reasonable, the Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among other important factors, changes in interest rates; general economic conditions (including the impact of recently imposed tariffs by the U.S. Administration and foreign governments, inflation, and concerns about liquidity) on a national basis or in the local markets in which the Company operates; turbulence in the capital and debt markets; competitive pressures from other financial institutions; changes in consumer behavior due to changing political, business and economic conditions, or legislative or regulatory initiatives; changes in the value of securities and other assets in the Company’s investment portfolio; increases in loan and lease default and charge-off rates; the adequacy of allowances for loan and lease losses; decreases in deposit levels that necessitate increases in borrowing to fund loans and investments; failure to complete the proposed merger with Berkshire Hills Bancorp, Inc. (“Berkshire”) or unexpected delays related to the merger or either party’s inability to satisfy closing conditions required to complete the merger; failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed merger); certain restrictions during the pendency of the proposed merger with Berkshire that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the diversion of management’s attention from ongoing business operations and opportunities; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters, and future pandemics; changes in regulation; the possibility that future credit losses may be higher than currently expected due to changes in economic assumptions and adverse economic developments; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; and changes in assumptions used in making such forward-looking statements; and the other risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other filings submitted to the SEC. Forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
Introduction
Brookline Bancorp, Inc., a Delaware corporation, operates as a multi-bank holding company for Brookline Bank and its subsidiaries; BankRI and its subsidiaries; PCSB Bank and its subsidiaries; and Clarendon Private.
As a commercially-focused financial institution with 63 full-service banking offices throughout Greater Boston, the north shore of Massachusetts, Rhode Island and New York, the Company, through Brookline Bank, BankRI and PCSB Bank, offers a wide range of commercial, business and retail banking services, including a full complement of cash management products, foreign exchange services, on-line and mobile banking services, consumer and residential loans and investment advisory 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. The Banks and their subsidiaries lend primarily in all New England states and New York, with the exception of the equipment financing portfolio, 19.4% of which is in the Greater New York and New Jersey metropolitan area and 80.6% of which is in other areas in the U.S. as of March 31, 2025. Clarendon Private is a registered investment advisor with 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 focuses its business efforts on profitably growing its commercial lending businesses, both organically and through acquisitions. The Company’s customer focus, multi-bank structure, and risk management are integral to its organic growth strategy and serve to differentiate the Company from its competitors. As full-service financial institutions, the Banks
44
and their subsidiaries focus their efforts on developing and deepening long-term banking relationships with qualified customers through a full complement of products, excellent customer service, and strong risk management.
The Company manages the Banks under a uniform strategic objective, with one set of uniform policies consistently applied by one executive management team. Within this environment, the Company believes that the ability to make customer decisions locally enhances management's motivation, service levels and, as a consequence, the Company's financial results. As such, while most back-office functions are consolidated at the holding company level, branding and decision-making, including credit decisions and pricing, remain largely local in order to better meet the needs of bank customers and further motivate the Banks’ commercial, business and retail bankers. These credit decisions, at the local level, are executed in accordance with corporate policies overseen by the Company's credit department.
The competition for loans and leases and deposits remains strong, with growth and pricing influenced by the Federal Reserve's interest rate-setting actions. Management's scenario analysis of deposit sensitivity to the current rate environment and customer demand for non-depository investment alternatives suggests further deposit mix migration and increased sensitivity to interest rates.

As the interest rate environment resets to a more normal, upward-sloping yield curve with shorter-term interest rates lower than longer-term interest rates, management expects the net interest margin to increase. This is due to deposit and wholesale funding costs repricing at lower rates, while legacy loans do not reprice at the same magnitude.

However, if both short- and long-term interest rates fall, net interest income models, using a projected flat balance sheet with stable deposit balances and an average sensitivity of deposit rates of approximately 40% to market rates, forecast that a parallel decrease in rates will negatively affect the Company's net interest income, net interest spread, and net interest margin. Note, while our long term historical sensitivity of deposit rates approximates 40%, more recently, deposit rate sensitivity has been higher, which if continues in the future would have a more neutral or positive impact on the net interest income.
As discussed above, changes in interest rates could also precipitate a change in the mix and volume of the Company's deposits and loans. The future operating results of the Company will depend on its ability to maintain or increase the current net interest income, manage credit risk, increase sources of non-interest income, while managing non-interest expenses.
The Company and the Banks are supervised, examined and regulated by the FRB. As a Massachusetts-chartered trust company, Brookline Bank is subject to supervision, examination and regulation by the Massachusetts Division of Banks. As a Rhode Island-chartered financial institution, BankRI is subject to examination, supervision and regulation by the Banking Division of the Rhode Island Department of Business Regulation. As a New York-chartered commercial bank, PCSB Bank is subject to regulation, supervision and examination by the New York State Department of Financial Services. The FDIC insures each of the Banks’ deposits up to $250,000 per depositor.
The Company’s common stock is traded on the Nasdaq Global Select MarketSM under the symbol “BRKL.”
Executive Overview
Balance Sheet
Total assets decreased $385.5 million, or 13.0% on an annualized basis, to $11.5 billion as of March 31, 2025 from $11.9 billion as of December 31, 2024. The decrease was primarily driven by decreases in cash and cash equivalents and loans and leases. Cash, cash equivalents and available for sale investment securities decreased $198.8 million, or 55.3% on an annualized basis, to $1.2 billion as of March 31, 2025 from $1.4 billion as of December 31, 2024. This decreased the Company's on balance sheet liquidity from 12.1% of total assets as of December 31, 2024 to 10.8% of total assets as of March 31, 2025.
Cash and cash equivalents decreased $186.1 million, or 136.9% on an annualized basis, to $357.5 million as of March 31, 2025 from $543.7 million as of December 31, 2024.
Total investment securities decreased $12.7 million, or 5.7% on an annualized basis, to $882.4 million as of March 31, 2025 from $895.0 million as of December 31, 2024.
Total loans and leases decreased $136.6 million, or 5.6% on an annualized basis, to $9.6 billion as of March 31, 2025 from $9.8 billion as of December 31, 2024. The Company's commercial loan portfolios, which are composed of commercial real estate loans and commercial loans and leases, totaled $8.1 billion, or 83.9% of total loans and leases as of March 31, 2025, a decrease of $128.9 million, or 6.3% on an annualized basis, from $8.2 billion, or 84.1% of total loans and leases as of December 31, 2024.
Total deposits increased $9.8 million, or 0.4% on an annualized basis, to $8.91 billion as of March 31, 2025 from $8.90 billion as of December 31, 2024. Core deposits, which include demand checking, NOW, money market and savings accounts, totaled $6.3 billion, or 70.3% of total deposits, as of March 31, 2025, an increase of $120.6 million, or 7.8% on an annualized
45
basis, from $6.1 billion, or 69.1% of total deposits, as of December 31, 2024. Certificate of deposit balances totaled $1.9 billion, or 21.1% of total deposits as of March 31, 2025, a decrease of $6.8 million, or 1.4% on an annualized basis, from $1.9 billion, or 21.2% of total deposits as of December 31, 2024. Brokered deposits totaled $765.0 million, or 8.6% of total deposits as of March 31, 2025, a decrease of $104.0 million, or 47.9% on an annualized basis, from $869.0 million, or 9.8% of total deposits as of December 31, 2024.
Total borrowed funds decreased $364.0 million to $1.2 billion as of March 31, 2025 from $1.5 billion as of December 31, 2024.
Asset Quality
Nonperforming assets as of March 31, 2025 totaled $64.0 million, or 0.56% of total assets, compared to $70.5 million, or 0.59% of total assets, as of December 31, 2024. Net charge-offs for the three months ended March 31, 2025 were $7.6 million, or 0.31% of average loans and leases on an annualized basis, compared to $8.8 million, or 0.36% of average loans and leases on an annualized basis, for the three months ended March 31, 2024.
The ratio of the allowance for loan and lease losses to total loans and leases was 1.29% as of March 31, 2025, compared to 1.28% as of December 31, 2024.
The ratio of the allowance for loan and lease losses to nonaccrual loans and leases was 196.73% as of March 31, 2025, compared to 180.37% as of December 31, 2024.
Capital Strength
The Company is a "well-capitalized" bank holding company as defined in the FRB's Regulation Y. The Company's common equity Tier 1 capital ratio was 10.81% as of March 31, 2025, compared to 10.46% as of December 31, 2024. The Company's Tier 1 leverage ratio was 9.17% as of March 31, 2025, compared to 9.06% as of December 31, 2024. As of March 31, 2025, the Company's Tier 1 risk-based capital ratio was 10.92%, compared to 10.56% as of December 31, 2024. The Company's Total risk-based capital ratio was 12.79% as of March 31, 2025, compared to 12.42% as of December 31, 2024.
The Company's ratio of stockholders' equity to total assets was 10.77% and 10.26% as of March 31, 2025 and December 31, 2024, respectively. The Company's ratio of tangible stockholders' equity to tangible assets was 8.73% and 8.27% as of March 31, 2025 and December 31, 2024, respectively.
Net Income
For the three months ended March 31, 2025, the Company reported net income of $19.1 million, or $0.21 per basic and diluted share, an increase of $4.4 million, or 30.2%, from net income of $14.7 million, or $0.16 per basic and diluted share, for the three months ended March 31, 2024. This increase in net income is primarily the result of an increase in net interest income of $4.2 million, a decrease in provision for credit losses on loans of $1.4 million, and a decrease of $1.0 million in non-interest expense, partially offset by an increase in the provision for income taxes of $1.6 million and a decrease in non-interest income of $0.6 million. Refer to “Results of Operations" below for further discussion.
The annualized return on average assets was 0.66% for the three months ended March 31, 2025, compared to 0.51% for the three months ended March 31, 2024. The annualized return on average stockholders' equity was 6.19% for the three months ended March 31, 2025, compared to 4.88% for the three months ended March 31, 2024.
The net interest margin was 3.22% for the three months ended March 31, 2025, up from 3.06% for the three months ended March 31, 2024. The increase in the net interest margin is a result of a decrease of 29 basis points in the Company's cost of interest-bearing liabilities to 3.29% for the three months ended March 31, 2025 from 3.58% for the three months ended March 31, 2024, partially offset by a decrease in the yield on interest-earning assets of 12 basis points to 5.67% for the three months ended March 31, 2025 from 5.79% for the three months ended March 31, 2024.
The Company’s net interest margin and net interest income are sensitive to the structure and level of interest rates as well as competitive pricing in all loan and deposit categories.
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Critical Accounting Policies and Estimates
The SEC defines “critical accounting policies” as those involving significant judgments and difficult or complex assumptions by management, often as a result of the need to make estimates about matters that are inherently uncertain or variable, which have, or could have, a material impact on the carrying value of certain assets or net income. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. As discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, management has identified the determination of the ACL as the Company’s most critical accounting policy.
Recent Accounting Developments
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which improves reportable segment disclosure requirements, particularly regarding a reportable segment’s expenses. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 as of January 1, 2024. The adoption did not have a material impact on the Company's consolidated financial statements and continues to operate as one reportable segment.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" to enhance the annual income tax disclosure requirements. This update is effective for annual periods beginning after December 15, 2024. Management has determined that ASU 2023-09 does apply to the Company and is currently determining the impact as of March 31, 2025.
Non-GAAP Financial Measures and Reconciliation to GAAP
In addition to evaluating the Company’s results of operations in accordance with GAAP, management periodically supplements this evaluation with an analysis of certain non-GAAP financial measures, such as operating earnings metrics, the return on average tangible assets, return on average tangible equity, the tangible stockholders' equity to tangible assets ratio, tangible book value per share, and dividend payout ratio. Management believes that these non-GAAP financial measures provide information useful to investors in understanding the Company’s underlying operating performance and trends, and facilitates comparisons with the performance assessment of financial performance, including non-interest expense control, while the tangible equity ratio and tangible book value per share are used to analyze the relative strength of the Company’s capital position.
The following table reconciles the Company’s operating earnings, operating return on average assets and operating return on average stockholders’ equity for the periods indicated:
At and for the Three Months Ended March 31,
20252024
(Dollars in Thousands)
Reported Pretax Income$25,482$19,479
Add:
Merger and restructuring expense (1)
971—
Operating Pretax Income26,453 19,479 
Effective tax rate24.3 %24.7 %
Provision for income taxes6,4164,814
Operating earnings after tax$20,037$14,665
Operating earnings per common share:
Basic$0.22$0.16 
Diluted0.220.16 
_______________________________________________________________________________

(1) For the three months ended March 31, 2025, merger and restructuring expense was related to the proposed merger transaction with Berkshire Hills Bancorp, Inc. expected to close by the end of the second half of 2025.

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The following tables reconcile the Company’s return on average tangible assets and return on average tangible stockholders’ equity for the periods indicated:
Three Months Ended
March 31,
2025		December 31,
2024		September 30,
2024		June 30,
2024		March 31,
2024
(Dollars in Thousands)
Operating earnings $20,037$20,686$20,142$16,995$14,665
Average total assets $11,543,330$11,580,572$11,451,338$11,453,394$11,417,185
Less: Average goodwill and average identified intangible assets, net257,941259,496261,188262,859264,536
Average tangible assets $11,285,389$11,321,076$11,190,150$11,190,535$11,152,649
Return on average assets (annualized)0.66%0.61%0.70%0.57%0.51%
Add:
Merger and restructuring expense0.03%0.09%—%0.02%—%
Operating return on average assets (annualized)0.69%0.70%0.70%0.59%0.51%
Return on average tangible assets (annualized)0.68%0.62%0.72%0.59%0.53%
Add:
Merger and restructuring expense0.03%0.09%—%0.02%—%
Operating return on average tangible assets (annualized)0.71%0.71%0.72%0.61%0.53%
Average total stockholders' equity $1,235,201$1,232,527$1,216,037$1,193,385$1,201,904
Less: Average goodwill and average identified intangible assets, net257,941259,496261,188262,859264,536
Average tangible stockholders' equity $977,260$973,031$954,849$930,526$937,368
Return on average stockholders' equity (annualized)6.19%5.69%6.63%5.49%4.88%
Add:
Merger and restructuring expense0.24%0.83%—%0.21%—%
Operating return on average stockholders' equity (annualized)6.43%6.52%6.63%5.70%4.88%
Return on average tangible stockholders' equity (annualized)7.82%7.21%8.44%7.04%6.26%
Add:
Merger and restructuring expense0.30%1.06%—%0.27%—%
Operating return on average tangible stockholders' equity (annualized)8.12%8.27%8.44%7.31%6.26%
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Three Months Ended
March 31,
2025		December 31,
2024		September 30,
2024		June 30,
2024		March 31,
2024
(Dollars in Thousands)
Net income, as reported $19,100$17,536$20,142$16,372$14,665
Average total assets $11,543,330$11,580,572$11,451,338$11,453,394$11,417,185
Less: Average goodwill and average identified intangible assets, net257,941259,496261,188262,859264,536
Average tangible assets $11,285,389$11,321,076$11,190,150$11,190,535$11,152,649
Return on average tangible assets (annualized)0.68%0.62%0.72%0.59%0.53%
Average total stockholders' equity $1,235,201$1,232,527$1,216,037$1,193,385$1,201,904
Less: Average goodwill and average identified intangible assets, net257,941259,496261,188262,859264,536
Average tangible stockholders' equity $977,260$973,031$954,849$930,526$937,368
Return on average tangible stockholders' equity (annualized)7.82%7.21%8.44%7.04%6.26%

The following table reconciles the Company's tangible equity ratio for the periods indicated:
Three Months Ended
March 31,
2025		December 31,
2024		September 30,
2024		June 30,
2024		March 31,
2024
(Dollars in Thousands)
Total stockholders' equity $1,240,182$1,221,939$1,230,362$1,198,480$1,194,231
Less: Goodwill and identified intangible assets, net257,252258,683260,384262,052263,721
Tangible stockholders' equity $982,930$963,256$969,978$936,428$930,510
Total assets $11,519,869$11,905,326$11,676,721$11,635,292$11,542,731
Less: Goodwill and identified intangible assets, net257,252258,683260,384262,052263,721
Tangible assets $11,262,617$11,646,643$11,416,337$11,373,240$11,279,010
Tangible stockholders' equity to tangible assets 8.73%8.27%8.50%8.23%8.25%

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The following table reconciles the Company's tangible book value per share for the periods indicated:
Three Months Ended
March 31,
2025		December 31,
2024		September 30,
2024		June 30,
2024		March 31,
2024
(Dollars in Thousands)
Tangible stockholders' equity $982,930 $963,256 $969,978 $936,428 $930,510 
Common shares issued96,998,075 96,998,075 96,998,075 96,998,075 96,998,075 
Less:
Treasury shares7,037,610 7,019,384 7,015,843 7,373,009 7,354,399 
Unvested restricted stock855,860 880,248 883,789 713,443 749,099 
Common shares outstanding89,104,605 89,098,443 89,098,443 88,911,623 88,894,577 
Tangible book value per share $11.03 $10.81 $10.89 $10.53 $10.47 

The following table reconciles the Company's dividend payout ratio for the periods indicated:
Three Months Ended
March 31,
2025		December 31,
2024		September 30,
2024		June 30,
2024		March 31,
2024
(Dollars in Thousands)
Dividends paid$12,029$12,028$12,028$12,001$12,001
Net income, as reported $19,100$17,536$20,142$16,372$14,665
Dividend payout ratio 62.98%68.59%59.72%73.30%81.83%


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Financial Condition
Loans and Leases
The following table summarizes the Company's portfolio of loan and lease receivables as of the dates indicated:
At March 31, 2025At December 31, 2024
BalancePercent
of Total		BalancePercent
of Total
(Dollars in Thousands)
Commercial real estate loans:
Commercial real estate$3,940,918 40.9 %$4,027,265 41.1 %
Multi-family mortgage1,407,762 14.6 %1,387,796 14.2 %
 Construction232,302 2.4 %301,053 3.1 %
Total commercial real estate loans5,580,982 57.9 %5,716,114 58.4 %
Commercial loans and leases:  
Commercial1,249,926 13.0 %1,211,714 12.4 %
Equipment financing1,262,986 13.1 %1,294,950 13.2 %
Total commercial loans and leases2,512,912 26.1 %2,506,664 25.6 %
 Consumer loans:   
Residential mortgage1,105,699 11.4 %1,114,732 11.4 %
 Home equity383,661 4.0 %377,411 3.9 %
 Other consumer59,468 0.6 %64,367 0.7 %
Total consumer loans1,548,828 16.0 %1,556,510 16.0 %
Total loans and leases9,642,722 100.0 %9,779,288 100.0 %
Allowance for loan and lease losses (124,145)(125,083)
Net loans and leases$9,518,577 $9,654,205 

The following table sets forth the growth in the Company’s loan and lease portfolios during the three months ended March 31, 2025:
 At March 31,
2025		At December 31,
2024		Dollar ChangePercent Change
(Annualized)
 (Dollars in Thousands)
Commercial real estate$5,580,982 $5,716,114 $(135,132)(9.5)%
Commercial2,512,912 2,506,664 6,248 1.0 %
Consumer1,548,828 1,556,510 (7,682)(2.0)%
Total loans and leases$9,642,722 $9,779,288 $(136,566)(5.6)%
The Company's loan portfolio consists primarily 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. Existing borrowers are also an important source of business since many of them have more than one loan outstanding with the Company. The Company's ability to originate loans depends on the strength of the economy, trends in interest rates, and levels of customer demand and market competition.
The Company's current policy is that a total credit exposure to one obligor relationship may not exceed $60.0 million unless approved by the Company's Credit Committee. As of March 31, 2025, there were four borrowers with loans and commitments over $60.0 million. The total of those loans and commitments was $327.1 million, or 2.83% of total loans and commitments, as of March 31, 2025. As of December 31, 2024, there were four borrowers with loans and commitments over
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$60.0 million. The total of those loans and commitments was $267.3 million, or 2.3% of total loans and commitments, as of December 31, 2024.
The Company has written underwriting policies to control the inherent risks in loan origination. The policies address approval limits, loan-to-value ratios, appraisal requirements, debt service coverage ratios, loan concentration limits and other matters relevant to loan underwriting.
Commercial Real Estate Loans
The commercial real estate portfolio is composed of commercial real estate loans, multi-family mortgage loans, and construction loans and is the largest component of the Company's overall loan portfolio, representing 57.9% of total loans and leases outstanding as of March 31, 2025.
Typically, commercial real estate loans are larger in size and involve a greater degree of risk than owner-occupied residential mortgage loans. Loan repayment is usually dependent on the successful operation and management of the properties and the value of the properties securing the loans. Economic conditions can greatly affect cash flows and property values.
A number of factors are considered in originating commercial real estate and multi-family mortgage loans. The qualifications and financial condition of the borrower (including credit history), as well as the potential income generation and the value and condition of the underlying property, are evaluated. When evaluating the qualifications of the borrower, the Company considers the financial resources of the borrower, the borrower's experience in owning or managing similar property and the borrower's payment history with the Company and other financial institutions. Factors considered in evaluating the underlying property include the net operating income of the mortgaged premises before debt service and depreciation, the debt service coverage ratio (the ratio of cash flow before debt service to debt service), the use of conservative capitalization rates, and the ratio of the loan amount to the appraised value. Generally, personal guarantees are obtained from commercial real estate loan borrowers.
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. Many of the loans are priced at inception on a fixed-rate basis generally for periods ranging from two to five years with repricing periods for longer-term loans. When possible, prepayment penalties are included in loan covenants on these loans. For commercial customers who are interested in loans with terms longer than five years, the Company offers loan level derivatives to accommodate customer need.
The Company's urban and suburban market area is characterized by a large number of apartment buildings, condominiums and office buildings. As a result, commercial real estate and multi-family mortgage lending has been a significant part of the Company's activities for many years. These types of loans typically generate higher yields, but also involve greater credit risk. Many of the Company's borrowers have more than one multi-family or commercial real estate loan outstanding with the Company.
The Company's commercial real estate portfolio is composed primarily of loans secured by apartment buildings ($1.3 billion), retail stores ($917.8 million), industrial properties ($796.9 million), office buildings ($719.2 million), mixed-use properties ($492.6 million), lodging services ($191.5 million), and food services ($78.1 million) as of March 31, 2025. At that date, approximately 77.7% 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 16.3% 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.
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The following table presents the percentage of the Company's commercial real estate loan portfolio by borrower type that is owner and non-owner occupied as of March 31, 2025.
At March 31, 2025
 Owner Occupied Non-Owner OccupiedTotal
Borrower type:
Multi-family buildings— %24.1 %24.1 %
Retail stores2.2 %14.2 %16.4 %
Industrial properties2.6 %11.7 %14.3 %
Office buildings1.1 %11.8 %12.9 %
Mixed-use properties1.2 %7.7 %8.9 %
Lodging services0.1 %3.3 %3.4 %
Food Services0.8 %0.6 %1.4 %
Other9.7 %8.9 %18.6 %
Total 17.7 %82.3 %100.0 %
The following table presents the percentage of the Company's commercial real estate loan portfolio by geographic concentration that is owner and non-owner occupied as of March 31, 2025.
At March 31, 2025
 Owner Occupied Non-Owner OccupiedTotal
Geographic concentration:
New England12.1 %65.6 %77.7 %
New York2.4 %13.9 %16.3 %
Other3.2 %2.8 %6.0 %
Total 17.7 %82.3 %100.0 %
Construction and development financing is generally considered to involve a higher degree of risk than long-term financing on improved, occupied real estate and thus has lower concentration limits than do other commercial credit classes. Risk of loss on a construction loan is largely dependent upon the accuracy of the initial estimate of construction costs, the estimated time to sell or rent the completed property at an adequate price or rate of occupancy, and market conditions. If the estimates and projections prove to be inaccurate, the Company may be confronted with a project which, upon completion, has a value that is insufficient to assure full loan repayment.
Criteria applied in underwriting construction loans for which the primary source of repayment is the sale of the property are different from the criteria applied in underwriting construction loans for which the primary source of repayment is the stabilized cash flow from the completed project. For those loans where the primary source of repayment is from resale of the property, in addition to the normal credit analysis performed for other loans, the Company also analyzes project costs, the attractiveness of the property in relation to the market in which it is located and demand within the market area. For those construction loans where the source of repayment is the stabilized cash flow from the completed project, the Company analyzes not only project costs but also how long it might take to achieve satisfactory occupancy and the reasonableness of projected rental rates in relation to market rental rates.
Commercial Loans
The Company's commercial loan and lease portfolio is composed of commercial loans & equipment financing loans and leases, which represented 26.1% of total loans outstanding as of March 31, 2025.
The Company's commercial loan and lease portfolio is composed primarily of loans and leases to small to medium sized businesses ($918.4 million), food services ($317.9 million), transportation services ($269.4 million), retail ($146.2 million), manufacturing ($139.6 million), recreation services ($123.0 million),, and rental and leasing services ($92.9 million) as of March 31, 2025.
The Company provides commercial banking services to companies in its market areas. Approximately 48.1% of the commercial loans outstanding as of March 31, 2025 were made to borrowers located in New England. The remaining 51.9% of the commercial loans outstanding were made to borrowers in other areas in the U.S., primarily by the Company's equipment
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financing divisions. Product offerings include lines of credit, term loans, letters of credit, deposit services and cash management. These types of credit facilities have as their primary source of repayment cash flows from the operations of businesses. Interest rates offered are available on a floating basis tied to the prime rate or a similar index or on a fixed-rate basis referenced on the FHLB indices.
Credit extensions are made to established businesses on the basis of loan purpose and assessment of capacity to repay as determined by an analysis of their financial statements, the nature of collateral to secure the credit extension and, in most instances, the personal guarantee of the owner of the business as well as industry and general economic conditions.
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, distributors, and owner-operated start-ups as well as existing customers that are expanding their operations. The equipment financing portfolio is composed primarily of loans to finance vended-laundry, and to a lesser degree larger industrial laundries, tow trucks, fitness, and convenience/grocery stores. Typically, the loans are priced at a fixed rate of interest and require monthly payments over their 5- to 10-year life. The yields earned on equipment financing loans are higher than those earned on the commercial loans made by the Banks because they involve a higher degree of credit risk. Equipment financing customers are typically small-business owners who operate with limited financial resources and who face greater risks when the economy weakens or unforeseen adverse events arise. Because of these characteristics, personal guarantees of borrowers are usually obtained along with liens on available assets. The size of loan is determined by an analysis of cash flow and other characteristics pertaining to the business and the equipment to be financed, based on detailed revenue and profitability data of similar operations.
Consumer Loans
The consumer loan portfolio, which is composed of residential mortgage loans, home equity loans and lines of credit, and other consumer loans, represented 16.0% of total loans outstanding as of March 31, 2025. 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. Each residential mortgage loan granted is subject to a satisfactorily completed application, employment verification, credit history and a demonstrated ability to repay the debt. Generally, loans are not made when the loan-to-value ratio exceeds 80% unless private mortgage insurance is obtained and/or there is a financially strong guarantor. Appraisals are performed by outside independent fee appraisers.
Underwriting guidelines for home equity loans and lines of credit are similar to those for residential mortgage loans. Home equity loans and lines of credit are limited to no more than 80% of the appraised value of the property securing the loan including the amount of any existing first mortgage liens.
Other consumer loans have historically been a modest part of the Company's loan originations. As of March 31, 2025, other consumer loans equaled $59.5 million, or 0.6% of total loans outstanding.
Asset Quality
Criticized and Classified Assets
The Company's management rates certain loans and leases as OAEM, "substandard" or "doubtful" based on criteria established under banking regulations. These loans and leases are collectively referred to as "criticized" assets. Loans and leases rated OAEM have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects of the loan or lease at some future date. Loans and leases rated as substandard are inadequately protected by the payment capacity of the obligor or of the collateral pledged, if any. Substandard loans and leases have a well-defined weakness or weaknesses that jeopardize the liquidation of debt and are characterized by the distinct possibility that the Company will sustain some loss if existing deficiencies are not corrected. Loans and leases rated as doubtful have well-defined weaknesses that jeopardize the orderly liquidation of debt and partial loss of principal is likely. As of March 31, 2025, the Company had $275.9 million of total assets that were designated as criticized. This compares to $252.7 million of assets designated as criticized as of December 31, 2024. The increase of $23.2 million in criticized assets was primarily driven by increases in construction and equipment financing relationships, partially offset by decreases in multi-family and commercial relationships, for the three months ended March 31, 2025.
Nonperforming Assets
"Nonperforming assets" consist of nonaccrual loans and leases, OREO and other repossessed assets. Under certain circumstances, the Company may restructure the terms of a loan or lease as a concession to a borrower, except for acquired
54
loans and leases which are individually evaluated against expected performance on the date of acquisition. These restructured loans and leases are generally considered "nonperforming loans and leases" until a history of collection of at least six months on the restructured terms of the loan or lease has been established. OREO consists of real estate acquired through foreclosure proceedings and real estate acquired through acceptance of a deed in lieu of foreclosure. Other repossessed assets consist of assets that have been acquired through foreclosure that are not real estate and are included in other assets on the Company's unaudited consolidated balance sheets.
Accrual of interest on loans generally is discontinued when contractual payment of principal or interest becomes past due 90 days or, if in management's judgment, reasonable doubt exists as to the full timely collection of interest. When a loan is placed on nonaccrual status, interest accruals cease and all previously accrued and uncollected interest is reversed and charged against current interest income. Interest payments on nonaccrual loans are generally applied to principal. If collection of the principal is reasonably assured, interest payments are recognized as income on the cash basis. Loans are generally returned to accrual status when principal and interest payments are current, full collectability of principal and interest is reasonably assured and a consistent record of at least six months of performance has been achieved.
In cases where a borrower experiences financial difficulties and the Company makes or reasonably expects to make certain concessionary modifications to contractual terms, the loan is classified as a modified loan. In determining whether a debtor is experiencing financial difficulties, the Company considers, among other factors, if the debtor is in payment default or is likely to be in payment default in the foreseeable future without the modification, the debtor declared or is in the process of declaring bankruptcy, there is substantial doubt that the debtor will continue as a going concern, the debtor's entity-specific projected cash flows will not be sufficient to service its debt, or the debtor cannot obtain funds from sources other than the existing creditors at market terms for debt with similar risk characteristics.
As of March 31, 2025, the Company had nonperforming assets of $64.0 million, representing 0.56% of total assets, compared to nonperforming assets of $70.5 million, or 0.59% of total assets as of December 31, 2024. The decrease of $6.4 million in nonperforming assets was primarily driven by decreases of $7.3 million in commercial loans, $0.7 million in commercial real estate loans, and $0.2 in other repossessed assets, partially offset by increases of $1.5 million in equipment financing loans and $0.3 million in home equity loans during the three months ended March 31, 2025.
The Company evaluates the underlying collateral of each nonaccrual loan and lease and continues to pursue the collection of interest and principal. Management believes that the current level of nonperforming assets remains manageable relative to the size of the Company's loan and lease portfolio. If economic conditions were to worsen or if the marketplace were to experience prolonged economic stress, it is likely that the level of nonperforming assets would increase, as would the level of charged-off loans.        
Past Due and Accruing
As of March 31, 2025, the Company had $3.0 million loans and leases greater than 90 days past due and accruing, compared to $0.8 million loans as of December 31, 2024. The increase in 90 days past due and accruing loans was primarily due to one $2.9 million multi-family relationship becoming 90 days past due, partially offset by one $0.5 million commercial real estate relationship, one $0.1 million residential relationship, and one $0.1 million home equity relationship that were previously 90 days past due being paid off during the three months ended March 31, 2025.
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The following table sets forth information regarding nonperforming assets for the periods indicated:
At March 31, 2025At December 31, 2024
(Dollars in Thousands)
Nonperforming loans and leases:
Nonaccrual loans and leases:
Commercial real estate$10,842 $11,525 
Multi-family mortgage6,576 6,596 
Construction— — 
Total commercial real estate loans17,418 18,121 
Commercial7,415 14,676 
Equipment financing32,975 31,509 
Total commercial loans and leases40,390 46,185 
Residential mortgage3,962 3,999 
Home equity1,333 1,043 
Other consumer1 1 
Total consumer loans5,296 5,043 
Total nonaccrual loans and leases63,104 69,349 
Other real estate owned700 700 
Other repossessed assets217 403 
Total nonperforming assets$64,021 $70,452 
Loans and leases past due greater than 90 days and accruing$3,009 $811 
Total delinquent loans and leases 61-90 days past due36,570 6,119 
Total nonperforming loans and leases as a percentage of total loans and leases0.65 %0.71 %
Total nonperforming assets as a percentage of total assets0.56 %0.59 %
Total delinquent loans and leases 61-90 days past due as a percentage of total loans and leases0.38 %0.06 %
Allowance for Credit Losses
The ACL consists of general and specific allowances and reflects management's estimate of expected loan and lease losses over the life of the loan or lease. Management uses a consistent and systematic process and methodology to evaluate the adequacy of the ACL on a quarterly basis. Management continuously evaluates and challenges inputs and assumptions in the ACL.
While management evaluates currently available information in establishing the ACL, future adjustments to the allowance for loan and lease losses may be necessary if conditions differ substantially from the assumptions used in making the evaluations. Management performs a comprehensive review of the ACL on a quarterly basis. In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution's ACL and carrying amounts of OREO. Such agencies may require the financial institution to recognize additions or reductions to the allowance based on their judgments about information available to them at the time of their examination.
The Company’s allowance methodology provides a quantification of estimated losses in the portfolio. Under the current methodology, management estimates losses over the life of the loan using reasonable and supportable forecasts. Forecasts, loan data, and model documentation are extensively analyzed and reviewed throughout the quarter to ensure estimated losses are appropriate at quarter end. Qualitative adjustments are applied when model output does not align with management
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expectations. These adjustments are thoroughly reviewed and documented to provide clarity and a reasonable basis for any deviations from the model. For March 31, 2025, qualitative adjustments were applied to the commercial real estate, commercial, and consumer portfolios resulting in a net addition in total reserves compared to modeled calculations.
The following tables present the changes in the allowance for loan and lease losses by portfolio category for the three months ended March 31, 2025 and 2024.
At and for the Three Months Ended March 31, 2025
Commercial
Real Estate		CommercialConsumerTotal
(In Thousands)
Balance at December 31, 2024$74,171 $44,169 $6,743 $125,083 
Charge-offs— (9,069)(4)(9,073)
Recoveries— 1,422 54 1,476 
Provision (credit) for loan and lease losses(172)6,834 (3)6,659 
Balance at March 31, 2025$73,999 $43,356 $6,790 $124,145 
Total loans and leases$5,580,982 $2,512,912 $1,548,828 $9,642,722 
Total allowance for loan and lease losses as a percentage of total loans and leases1.33 %1.73 %0.44 %1.29 %

At and for the Three Months Ended March 31, 2024
Commercial
Real Estate		CommercialConsumerTotal
(In Thousands)
Balance at December 31, 2023$81,410 $29,557 $6,555 $117,522 
Charge-offs(606)(4,771)(13)(5,390)
Recoveries— 292 17 309 
Provision (credit) for loan and lease losses2,671 5,339 (327)7,683 
Balance at March 31, 2024$83,475 $30,417 $6,232 $120,124 
Total loans and leases$5,755,239 $2,416,904 $1,482,943 $9,655,086 
Total allowance for loan and lease losses as a percentage of total loans and leases1.45 %1.26 %0.42 %1.24 %
At March 31, 2025, the allowance for loan and lease losses decreased to $124.1 million, or 1.29% of total loans and leases outstanding. This compared to an allowance for loan and lease losses of $125.1 million, or 1.28% of total loans and leases outstanding, as of December 31, 2024.
Net charge-offs on loans and leases for the three months ended March 31, 2025 and 2024 were $7.6 million and $8.8 million, respectively. As a percentage of average loans and leases, annualized net charge-offs for the three months ended March 31, 2025 and 2024 were 0.31% and 0.36%, respectively. The year over year decrease in net charge-offs was primarily due to decreases in net charge-offs of $4.3 million in commercial real estate loans and $2.7 million in equipment financing loans, offset by an increase in net charge-offs of $5.9 million in commercial loans.
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The following table sets forth the Company's percent of allowance for loan and lease losses to the total allowance for loan and lease losses, and the percent of loans to total loans for each of the categories listed at the dates indicated.
At March 31, 2025At December 31, 2024
AmountPercent of
Allowance in Each Category
to Total
Allowance		Percent of
Loans
in Each
Category to
Total
Loans		AmountPercent of
Allowance in Each Category
to Total Allowance		Percent of
Loans
in Each
Category to
Total
Loans
(Dollars in Thousands)
Commercial real estate$50,681 40.7 %40.9 %$52,638 42.0 %41.1 %
Multi-family mortgage18,368 14.8 %14.6 %15,234 12.2 %14.2 %
Construction4,950 4.0 %2.4 %6,299 5.0 %3.1 %
Total commercial real estate loans73,999 59.5 %57.9 %74,171 59.2 %58.4 %
Commercial15,098 12.2 %13.0 %15,555 12.4 %12.4 %
Equipment financing28,258 22.8 %13.1 %28,614 22.9 %13.2 %
Total commercial loans 43,356 35.0 %26.1 %44,169 35.3 %25.6 %
Residential mortgage3,165 2.5 %11.4 %3,067 2.5 %11.4 %
Home equity2,933 2.4 %4.0 %2,851 2.3 %3.9 %
Other consumer692 0.6 %0.6 %825 0.7 %0.7 %
Total consumer loans6,790 5.5 %16.0 %6,743 5.5 %16.0 %
Total$124,145 100.0 %100.0 %$125,083 100.0 %100.0 %
Management believes that the allowance for loan and lease losses as of March 31, 2025 is appropriate.
Investment Securities
The investment portfolio exists primarily for liquidity purposes, and secondarily as a source of interest and dividend income, interest-rate risk management and tax planning as a counterbalance to loan and deposit flows. Investment securities are utilized as part of the Company's asset/liability management and may be sold in response to, or in anticipation of, factors such as changes in market conditions and interest rates, security prepayment rates, deposit outflows, liquidity concentrations and regulatory capital requirements.
The investment policy of the Company, which is reviewed and approved by the Board of Directors on an annual basis, specifies the types of investments that are acceptable, required investment ratings by at least one nationally recognized rating agency, concentration limits and duration guidelines. Compliance with the investment policy is monitored on a regular basis. In general, the Company seeks to maintain a high degree of liquidity and targets cash, cash equivalents and investment securities available-for-sale balances between 10% and 12% of total assets.
Cash, cash equivalents, and investment securities decreased $198.8 million to $1.2 billion as of March 31, 2025, from $1.4 billion December 31, 2024. The decrease was driven by a decrease in cash and due from banks and investment securities. Cash, cash equivalents, and investment securities were 10.8% of total assets as of March 31, 2025, compared to 12.1% of total assets at December 31, 2024.
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The following table sets forth certain information regarding the amortized cost and market value of the Company's investment securities at the dates indicated:
 At March 31, 2025At December 31, 2024
 Amortized
Cost		Fair ValueAmortized
Cost		Fair Value
 (In Thousands)
Investment securities available-for-sale:    
GSE debentures$191,910 $176,156 $195,099 $176,294 
GSE CMOs61,573 55,300 62,567 55,543 
GSE MBSs161,047 145,614 166,843 148,285 
Municipal obligations19,378 19,031 20,526 20,254 
Corporate debt obligations12,176 12,404 12,140 12,287 
U.S. Treasury bonds492,542 473,348 506,714 481,872 
Foreign government obligations500 500 500 499
Total investment securities available-for-sale$939,126 $882,353 $964,389 $895,034 

The fair value of investment securities is based principally on market prices and dealer quotes received from third-party, nationally-recognized pricing services for identical investment securities such as U.S. Treasury and agency securities. The Company's marketable equity securities are priced this way and are included in Level 1 of the fair value hierarchy in accordance with the “Fair Value Measurements and Disclosures” Topic of the FASB, or ASC 820. These prices are validated by comparing the primary pricing source with an alternative pricing source when available. When quoted market prices for identical securities are unavailable, the Company uses market prices provided by independent pricing services based on recent trading activity and other observable information, including but not limited to market interest-rate curves, referenced credit spreads and estimated prepayment speeds where applicable. These investments include certain U.S. and government agency debt securities, municipal and corporate debt securities, GSE residential MBSs and CMOs, all of which are included in Level 2. Certain fair values are estimated using pricing models and are included in Level 3.

Additionally, management reviews changes in fair value from period to period and performs testing to ensure that prices received from the third parties are consistent with their expectation of the market. Changes in the prices obtained from the pricing service are analyzed from month to month, taking into consideration changes in market conditions including changes in mortgage spreads, changes in U.S. Treasury security yields and changes in generic pricing of 15-year and 30-year securities. Additional analysis may include a review of prices provided by other independent parties, a yield analysis, a review of average life changes using Bloomberg analytics and a review of historical pricing for the particular security.

Maturities, calls and principal repayments for investment securities available-for-sale totaled $27.2 million for the three months ended March 31, 2025 compared to $45.7 million for the same period in 2024. For the three months ended March 31, 2025 and 2024 , the Company did not sell any investment securities available-for-sale. For the three months ended March 31, 2025, the Company purchased $0.7 million of investment securities available-for-sale, compared to $1.4 million for the same period in 2024.
As of March 31, 2025, the fair value of all investment securities available-for-sale was $882.4 million with $56.8 million of net unrealized losses, compared to a fair value of $895.0 million and net unrealized losses of $69.4 million as of December 31, 2024. As of March 31, 2025, $603.0 million, or 68.3%, of the portfolio, had gross unrealized losses of $58.7 million. This compares to $705.3 million, or 78.8%, of the portfolio with gross unrealized losses of $70.2 million as of December 31, 2024. The Company's unrealized loss position decreased in 2025 primarily driven by a decrease in current market rates.
Restricted Equity Securities
FHLB of Boston and FHLB of New York Stock—The Company invests in the stock of the FHLB of Boston and FHLB of New York as a requirement to borrow funds from the FHLB. As of March 31, 2025, the Company owned stock in the FHLBs with a carrying value of $45.5 million, a decrease of $15.6 million from $61.1 million as of December 31, 2024.
Federal Reserve Bank Stock—The Company invests in the stock of the Federal Reserve Bank of Boston and the Federal Reserve Bank of New York as a condition of the Banks' membership in the Federal Reserve System. As of March 31, 2025 and December 31, 2024, the Company owned stock in the Federal Reserve Banks with a carrying value of $21.9 million.
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Other Stock—The Company invests in a small number of other restricted equity securities, primarily AFX. As of March 31, 2025, the Company owned stock in other restricted equity securities with a carrying value of $0.2 million, unchanged from December 31, 2024.
Deposits

The following table presents the Company's deposit mix at the dates indicated.
 At March 31, 2025At December 31, 2024
 AmountPercent
of Total		Weighted
Average
Rate		AmountPercent
of Total		Weighted
Average
Rate
 (Dollars in Thousands)
Non-interest-bearing deposits:
Demand checking accounts$1,664,629 18.7 %— %$1,692,394 19.0 %— %
Interest-bearing deposits:  
NOW accounts625,492 7.0 %0.66 %617,246 6.9 %0.57 %
Savings accounts1,793,852 20.1 %2.38 %1,721,247 19.3 %4.40 %
Money market accounts2,183,855 24.5 %2.53 %2,116,360 23.8 %2.58 %
Certificate of deposit accounts1,878,665 21.1 %4.07 %1,885,444 21.2 %4.30 %
Brokered deposit accounts764,959 8.6 %4.55 %868,953 9.8 %4.42 %
Total interest-bearing deposits7,246,823 81.3 %2.95 %7,209,250 81.0 %3.51 %
Total deposits$8,911,452 100.0 %2.40 %$8,901,644 100.0 %2.85 %

Total deposits increased $9.8 million to $8.91 billion as of March 31, 2025, compared to $8.90 billion as of December 31, 2024. Deposits as a percentage of total assets was 77.4% and 74.8% as of March 31, 2025 and December 31, 2024, respectively.

During the three months ended March 31, 2025, core deposits increased $120.6 million. The ratio of core deposits to total deposits increased to 70.3% as of March 31, 2025 from 69.1% as of December 31, 2024, primarily due to an increase in the percentage of savings and money market accounts.

Certificate of deposit accounts as of March 31, 2025 and December 31, 2024 were $1.9 billion. Certificate of deposit accounts decreased as a percentage of total deposits to 21.1% as of March 31, 2025 from 21.2% as of December 31, 2024.

Brokered deposits decreased $104.0 million to $765.0 million as of March 31, 2025, compared to $869.0 million as of December 31, 2024. Brokered deposits decreased as a percentage of total deposits to 8.6% as of March 31, 2025 from 9.8% as of December 31, 2024. Brokered deposits allow the Company to seek additional funding by attracting deposits from outside the Company's core market. The Company's investment policy limits the total amount of brokered deposits the Company may hold to 15% of total assets.

The following table sets forth the distribution of the average balances of the Company's deposit accounts for the periods indicated and the weighted average interest rates on each category of deposits presented. Averages for the periods presented are based on daily balances.
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Three Months Ended March 31,
20252024
Average
Balance		Percent
of Total
Average
Deposits		Weighted
Average
Rate		Average
Balance		Percent
of Total
Average
Deposits		Weighted
Average
Rate
(Dollars in Thousands)
Core deposits:
Non-interest-bearing demand checking accounts$1,680,527 18.9 %— %$1,631,472 19.0 %— %
NOW accounts628,346 7.1 %0.65 %671,914 7.8 %0.75 %
Savings accounts1,743,688 19.6 %2.37 %1,694,220 19.7 %2.69 %
Money market accounts2,187,581 24.6 %2.52 %2,076,303 24.2 %3.09 %
Total core deposits6,240,142 70.2 %1.59 %1.59 %6,073,909 70.7 %2.57 %
Certificate of deposit accounts1,886,386 21.2 %4.21 %1,624,118 18.9 %4.13 %
Brokered deposit accounts767,275 8.6 %4.82 %896,784 10.4 %5.22 %
Total deposits$8,893,803 100.0 %2.41 %$8,594,811 100.0 %2.65 %

As of March 31, 2025 and December 31, 2024, the Company had outstanding certificates of deposit of $250,000 or more, maturing as follows:
At March 31, 2025At December 31, 2024
AmountWeighted
Average Rate		AmountWeighted
Average Rate
(Dollars in Thousands)
Maturity period:
Six months or less450,776 4.45 %443,944 4.63 %
Over six months through 12 months129,575 3.85 %143,238 4.22 %
Over 12 months29,026 3.94 %26,044 3.86 %
Total certificates of deposit of $250,000 or more$609,377 4.30 %$613,226 4.50 %
The following table presents the Company's insured and uninsured deposit mix at the date indicated.
At March 31, 2025
(Dollars in Millions)
CommercialConsumerMunicipalBrokeredTotal %
Insured or Collateralized $2,283 $3,114 $246 $765 $6,408 72 %
Uninsured1,382 1,092 29 — 2,503 28 %
Total$3,665 $4,206 $275 $765 $8,911 100 %
Composition41 %47 %3 %9 %100 %
As of March 31, 2025, the Company had uninsured municipal deposits requiring collateral of $94.8 million, included in Insured or Collateralized in the table above, which are covered by specific collateral and FHLB letters of credit. The remaining deposits, included in Insured or Collateralized in the table above, are insured with the FDIC or via reciprocal products.
Borrowed Funds
The following table sets forth certain information regarding advances from the FHLB, subordinated debentures and notes and other borrowed funds for the periods indicated:
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Three Months Ended 
 March 31,
20252024
(Dollars in Thousands)
Borrowed funds:
Average balance outstanding$1,163,315 $1,341,800 
Maximum amount outstanding at any month-end during the period1,192,874 1,371,485 
Balance outstanding at end of period1,155,827 1,361,881 
Weighted average interest rate for the period4.96 %5.01 %
Weighted average interest rate at end of period4.89 %5.07 %
Advances from the FHLB
The Company uses FHLB borrowings and other wholesale borrowings as part of the Company's overall strategy to fund loan growth and manage interest rate risk and liquidity. The advances are secured by a blanket security agreement which requires the Banks to maintain certain qualifying assets as collateral, principally mortgage loans and securities in an aggregate amount at least equal to outstanding advances. The maximum amount that the FHLB will advance to member institutions, including the Company, fluctuates from time to time in accordance with the policies of the FHLB.
FHLB borrowings decreased $398.1 million to $1.0 billion as of March 31, 2025 with a total capacity of $2.9 billion. As of December 31, 2024, FHLB borrowings stood at $1.4 billion.
Subordinated Debentures and Notes
As part of the acquisition of BankRI, the Company acquired two $5.0 million subordinated debentures due on June 26, 2033 and March 17, 2034, respectively. The Company is obligated to pay 3-month CME term SOFR plus spread adjustment of 0.26% plus 3.10% and 3-month CME term SOFR plus spread adjustment of 0.26% plus 2.79%, respectively, on a quarterly basis until the debentures mature.
The Company sold $75.0 million of 6.0% fixed-to-floating rate subordinated notes due September 15, 2029. The Company was obligated to pay 6.0% interest semiannually between September 2014 and September 2024. Subsequently, the Company is obligated to pay 3-month CME term SOFR plus spread adjustment of 0.26% plus 3.32% quarterly until the notes mature in September 2029.
The following table summarizes the Company's subordinated debentures and notes at the dates indicated.
Carrying Amount
Issue DateRateMaturity DateNext Call DateMarch 31,
2025		December 31, 2024
 (Dollars in Thousands)
June 26, 2003Variable;
3-month CME term SOFR + spread adjustment of 0.26% + 3.10%		June 26, 2033June 26, 2025$4,924 $4,920 
March 17, 2004Variable;
3-month CME term SOFR + spread adjustment of 0.26% + 2.79%		March 17, 2034June 17, 20254,886 4,880 
September 15, 2014Variable;
3-month CME term SOFR + spread adjustment of 0.26% + 3.32%		September 15, 2029June 14, 202574,552 74,528 
Total$84,362 $84,328 
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The above carrying amounts of the subordinated debentures included $0.2 million of accretion adjustments and $0.4 million of capitalized debt issuance costs as of March 31, 2025. This compares to $0.2 million of accretion adjustments and $0.5 million of capitalized debt issuance costs as of December 31, 2024.
Other Borrowed Funds
In addition to advances from the FHLB and subordinated debentures and notes, the Company utilizes other funding sources as part of the overall liquidity strategy. Those funding sources include repurchase agreements, and committed and uncommitted lines of credit with several financial institutions.
The Company has access to a $30.0 million committed line of credit as of March 31, 2025. As of March 31, 2025 and December 31, 2024, the Company did not have any borrowings on this committed line of credit.
As of March 31, 2025, the Banks also have access to funding through certain uncommitted lines via AFX as well as other large financial institution specific lines. As of March 31, 2025, the Company had $60.0 million borrowings on outstanding uncommitted lines of credit. This compares to no borrowings on outstanding uncommitted lines of credit as of December 31, 2024.
As of March 31, 2025, the Company had $53.6 million in interest-bearing cash received on collateral from dealer counterparties. This compares to $79.6 million outstanding as of December 31, 2024. This cash collateralizes the fair value of the dealer side of derivative transactions.
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Derivative Financial Instruments
The Company has entered into loan level derivatives, risk participation agreements, and foreign exchange contracts with certain of its commercial customers and concurrently enters into offsetting swaps with third-party financial institutions. The Company may also, from time to time, enter into risk participation agreements. The Company uses interest rate futures that are designated and qualify as cash flow hedging instruments.
The following table summarizes certain information concerning the Company's loan level derivatives, interest rate derivatives, risk participation agreements, and foreign exchange contracts at March 31, 2025 and December 31, 2024:
At March 31, 2025At December 31, 2024
(Dollars in Thousands)
Interest rate derivatives (Notional amounts):$225,000 $225,000 
Loan level derivatives (Notional principal amounts):
Receive fixed, pay variable$1,516,750 $1,672,948 
Pay fixed, receive variable1,516,750 1,672,948 
Risk participation-out agreements44,128 539,731 
Risk participation-in agreements101,599 102,198 
Foreign exchange contracts (Notional amounts):
Buys foreign currency, sells U.S. currency$5,314 $5,849 
Sells foreign currency, buys U.S. currency4,865 5,408 
Fixed weighted average interest rate from the Company to counterparty3.06 %3.03 %
Floating weighted average interest rate from counterparty to the Company4.66 %4.81 %
Weighted average remaining term to maturity (in months)68 68 
Fair value: 
Recognized as an asset:
Interest rate derivatives$130 $18 
Loan level derivatives74,117 102,608 
Risk participation-out agreements587 495 
Foreign exchange contracts159 482 
Recognized as a liability:
Interest rate derivatives$1,244 $2,051 
Loan level derivatives74,117 102,608 
Risk participation-in agreements172 137 
Foreign exchange contracts124 459 
Stockholders' Equity and Dividends
The Company's total stockholders' equity was $1,240.2 million as of March 31, 2025 representing a $18.2 million increase compared to $1,221.9 million at December 31, 2024. The increase for the three months ended March 31, 2025, primarily reflects net income of $19.1 million and unrealized gain on securities available-for-sale of $9.7 million included in comprehensive income, partially offset by dividends paid by the Company of $12.0 million.
Stockholders' equity represented 10.77% of total assets as of March 31, 2025 and 10.26% of total assets as of December 31, 2024. Tangible stockholders' equity (total stockholders' equity less goodwill and identified intangible assets, net) represented 8.73% of tangible assets (total assets less goodwill and identified intangible assets, net) as of March 31, 2025 and 8.27% as of December 31, 2024.
The dividend payout ratio was 62.98% for the three months ended March 31, 2025, compared to 81.83% for the same period in 2024.
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Results of Operations
The primary drivers of the Company's net income are net interest income, which is strongly affected by the net yield on and growth of interest-earning assets and liabilities, the quality of the Company's assets, its levels of non-interest income and non-interest expense, and its tax provision.
The Company's net interest income represents the difference between interest income earned on its investments, loans and leases, and its cost of funds. Interest income is dependent on the amount of interest-earning assets outstanding during the period and the yield earned thereon. Cost of funds is a function of the average amount of deposits and borrowed money outstanding during the year and the interest rates paid thereon. The net interest margin is calculated by dividing net interest income by average interest-earning assets. Net interest spread is the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities. The increases or decreases, as applicable, in the components of interest income and interest expense, expressed in terms of fluctuation in average volume and rate, are summarized under "Rate/Volume Analysis" below. Information as to the components of interest income, interest expense and average rates is provided under "Average Balances, Net Interest Income, Interest-Rate Spread and Net Interest Margin" below.
Because the Company's assets and liabilities are not identical in duration and in repricing dates, the differential between the two is vulnerable to changes in market interest rates as well as the overall shape of the yield curve. These vulnerabilities are inherent to the business of banking and are commonly referred to as "interest-rate risk." How interest-rate risk is measured and, once measured, how much interest-rate risk is taken on, are based on numerous assumptions and other subjective judgments. See the discussion in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” below.
The quality of the Company's assets also influences its earnings. Loans and leases that are not paid on a timely basis and exhibit other weaknesses can result in the loss of principal and/or interest income. Additionally, the Company must make timely provisions to the allowance for loan and lease losses based on estimates of probable losses inherent in the loan and lease portfolio. These additions, which are charged against earnings, are necessarily greater when greater probable losses are expected. Further, the Company incurs expenses as a result of resolving troubled assets. These variables reflect the "credit risk" that the Company takes on in the ordinary course of business and are further discussed under "Financial Condition—Asset Quality" above.
Net Interest Income
Net interest income increased $4.2 million to $85.8 million for the three months ended March 31, 2025 from $81.6 million for the three months ended March 31, 2024. This increase reflects a $6.0 million decrease in interest expense on deposits and borrowings, which is reflective of the current interest rate environment and a reduction in wholesale borrowings, along with a $0.3 million increase in short term investments and restricted equity securities, partially offset by a $2.0 million decrease in interest income on loans and leases. Refer to “Results of Operations - Comparison of the Three-Month Period Ended March 31, 2025 and March 31, 2024 — Interest Income” and “Results of Operations - Comparison of the Three-Month Period Ended March 31, 2025 and March 31, 2024 — Interest Expense -Deposit and Borrowed Funds” below for more details.
Net interest margin increased 16 basis points to 3.22% for the three months ended March 31, 2025 from 3.06% for the three months ended March 31, 2024. The Company's weighted average interest rate on loans decreased to 5.92% for the three months ended March 31, 2025 from 6.03% for the three months ended March 31, 2024.
The yield on interest-earning assets decreased to 5.67% for the three months ended March 31, 2025 from 5.79% for the three months ended March 31, 2024. The decrease is the result of lower yields on investments as well as loans and leases. During the three months ended March 31, 2025, the Company recorded $0.6 million in prepayment penalties and late charges, which contributed 2 basis points to yields on interest-earning assets, compared to $0.7 million, or 3 basis points, for the three months ended March 31, 2024.
The cost of interest-bearing liabilities decreased 29 basis points to 3.29% for the three months ended March 31, 2025 from 3.58% for the three months ended March 31, 2024. Refer to "Financial Condition - Borrowed Funds" above for more details.
Management aims to position the balance sheet to be neutral to changes in interest rates. As a result of the Federal Reserve's rate cut in the fourth quarter and with the Treasury yield curve becoming more inverted since year end, management anticipates that the net interest margin will be stable in the near term.
If the Federal Reserve cuts rates in the coming quarters, the net interest income and the net interest margin will be highly dependent on the Company's ability and timing to reduce deposit pricing as well as the overall mix of funding.


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Average Balances, Net Interest Income, Interest-Rate Spread and Net Interest Margin
The following table sets forth information about the Company's average balances, interest income and interest rates earned on average interest-earning assets, interest expense and interest rates paid on average interest-bearing liabilities, interest-rate spread and net interest margin for the three months ended March 31, 2025 and March 31, 2024. Average balances are derived from daily average balances and yields include fees, costs and purchase-accounting-related premiums and discounts which are considered adjustments to coupon yields in accordance with GAAP.
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Three Months Ended
March 31, 2025March 31, 2024
Average
Balance		Interest (1)Average
Yield/
Cost		Average
Balance		Interest (1)Average
Yield/
Cost
(Dollars in Thousands)
Assets:
Interest-earning assets:
Debt securities$888,913 $6,814 3.07 %$893,228 $6,927 3.10 %
Restricted equity securities69,784 1,204 6.90 %76,335 1,493 7.82 %
Short-term investments202,953 2,451 4.83 %130,768 1,824 5.58 %
Total investments1,161,650 10,469 3.60 %1,100,331 10,244 3.72 %
Commercial real estate loans (2)
5,651,390 77,243 5.47 %5,761,735 81,049 5.56 %
Commercial loans (2)
1,237,078 19,698 6.37 %1,026,467 17,507 6.75 %
Equipment financing (2)
1,281,425 25,965 8.11 %1,374,426 26,895 7.83 %
Consumer loans (2)
1,548,973 20,861 5.41 %1,482,819 19,978 5.40 %
Total loans and leases9,718,866 143,767 5.92 %9,645,447 145,429 6.03 %
Total interest-earning assets10,880,516 154,236 5.67 %10,745,778 155,673 5.79 %
Allowance for loan and lease losses(124,538)(116,160)
Non-interest-earning assets787,352 787,567 
Total assets$11,543,330 $11,417,185 
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts$628,346 1,005 0.65 %$671,914 1,261 0.75 %
Savings accounts1,743,688 10,173 2.37 %1,694,220 11,352 2.69 %
Money market accounts2,187,581 13,587 2.52 %2,076,303 15,954 3.09 %
Certificate of deposit accounts1,886,386 19,593 4.21 %1,624,118 16,672 4.13 %
Brokered deposit accounts767,275 9,120 4.82 %896,784 11,645 5.22 %
Total interest-bearing deposits (3)
7,213,276 53,478 3.01 %6,963,339 56,884 3.29 %
Advances from the FHLB1,007,508 11,847 4.70 %1,164,534 14,633 4.97 %
Subordinated debentures and notes84,345 1,701 8.07 %84,206 1,377 6.54 %
Other borrowed funds71,462 872 4.95 %93,060 977 4.22 %
Total borrowed funds1,163,315 14,420 4.96 %1,341,800 16,987 5.01 %
Total interest-bearing liabilities8,376,591 67,898 3.29 %8,305,139 73,871 3.58 %
Non-interest-bearing liabilities:      
Non-interest-bearing demand checking accounts (3)
1,680,527   1,631,472   
Other non-interest-bearing liabilities251,011   278,670   
Total liabilities10,308,129   10,215,281   
 Total stockholders' equity1,235,201   1,201,904   
Total liabilities and stockholders' equity$11,543,330   $11,417,185   
Net interest income (tax-equivalent basis) / Interest-rate spread (4)
 86,338 2.38 % 81,802 2.21 %
Less adjustment of tax-exempt income 508  214 
Net interest income $85,830  $81,588 
Net interest margin (5)
  3.22 %  3.06 %
_________________________________________________________________________
(1) Tax-exempt income on debt securities, equity securities and industrial revenue bonds are included in commercial loans on a tax-equivalent basis.
(2) Loans on nonaccrual status are included in the average balances.
(3) Including non-interest-bearing checking accounts, the average interest rate on total deposits was 2.44% and 2.66% in the three months ended March 31, 2025 and March 31, 2024, respectively.
(4) Interest-rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
(5) Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.
67

Rate/Volume Analysis
The following table presents, on a tax-equivalent basis, the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.
Three Months Ended March 31, 2025 as Compared to the Three Months Ended March 31, 2024
Increase
(Decrease) Due To
VolumeRateNet Change
(In Thousands)
Interest and dividend income:
Investments:
Debt securities$(38)$(75)$(113)
Marketable and restricted equity securities(122)(167)(289)
Short-term investments893 (266)627 
Total investments733 (508)225 
Loans and leases:
Commercial real estate loans(2,063)(1,743)(3,806)
Commercial loans and leases3,229 (1,038)2,191 
Equipment financing(1,850)920 (930)
Consumer loans1,006 (123)883 
Total loans322 (1,984)(1,662)
Total change in interest and dividend income1,055 (2,492)(1,437)
Interest expense:
Deposits:
NOW accounts(84)(172)(256)
Savings accounts295 (1,474)(1,179)
Money market accounts781 (3,148)(2,367)
Certificate of deposit accounts2,608 313 2,921 
Brokered deposit accounts(1,650)(875)(2,525)
Total deposits1,950 (5,356)(3,406)
Borrowed funds:
Advances from the FHLB(1,986)(800)(2,786)
Subordinated debentures and notes2 322 324 
Other borrowed funds(252)147 (105)
Total borrowed funds(2,236)(331)(2,567)
Total change in interest expense(286)(5,687)(5,973)
Change in tax-exempt income294 — 294 
Change in net interest income$1,047 $3,195 $4,242 

68
Interest Income

Loans and Leases
Three Months Ended March 31,Dollar
Change		Percent
Change
20252024
(Dollars in Thousands)
Interest income—loans and leases:
Commercial real estate loans$77,139 $81,049 $(3,910)(4.8)%
Commercial loans19,344 17,343 2,001 11.5 %
Equipment financing25,965 26,895 (930)(3.5)%
Residential mortgage loans13,422 12,315 1,107 9.0 %
Other consumer loans7,439 7,663 (224)(2.9)%
Total interest income—loans and leases (1)
$143,309 $145,265 $(1,956)(1.3)%
_________________________________________________________________________
(1) Change in tax-exempt income of $294 thousand is excluded from the three months ended tables above.
Total interest from loans and leases was $143.3 million for the three months ended March 31, 2025, and represented a yield on total loans of 5.92%. This compares to $145.3 million of interest on loans and a yield of 6.03% for the three months ended March 31, 2024. The $2.0 million decrease in interest income from loans and leases was primarily due to a decrease of $2.0 million in changes to interest rates and the change in tax-exempt income of $0.3 million, partially offset by an increase of $0.3 million in the portfolio composition in origination volume.
Investments
Three Months Ended 
 March 31,		Dollar
Change		Percent
Change
20252024
(Dollars in Thousands)
Interest income—investments:
Debt securities$6,765 $6,878 $(113)(1.6)%
Restricted equity securities1,203 1,492 (289)(19.4)%
Short-term investments2,451 1,824 627 34.4 %
Total interest income—investments (1)
$10,419 $10,194 $225 2.2 %
_________________________________________________________________________
(1) Change in tax-exempt income of $— thousand is excluded from the three months ended tables above.
Total interest income from investments was $10.4 million for the three months ended March 31, 2025, compared to $10.2 million for the three months ended March 31, 2024. For the three months ended March 31, 2025 and 2024, the yield on total investments was 3.6% and 3.72%, respectively. The year over year increase in interest income on investments of $0.2 million, or 2.2%, was primarily driven by a $0.7 million increase due to volume and a $0.5 million decrease due to rates.

69
Interest Expense—Deposits and Borrowed Funds
Three Months Ended 
 March 31,		Dollar
Change		Percent
Change
20252024
(Dollars in Thousands)
Interest expense:
Deposits:
NOW accounts$1,005 $1,261 $(256)(20.3)%
Savings accounts10,173 11,352 (1,179)(10.4)%
Money market accounts13,587 15,954 (2,367)(14.8)%
Certificate of deposit accounts19,593 16,672 2,921 17.5 %
Brokered deposit accounts9,120 11,645 (2,525)(21.7)%
Total interest expense - deposits53,478 56,884 (3,406)(6.0)%
Borrowed funds:
Advances from the FHLB11,847 14,633 (2,786)(19.0)%
Subordinated debentures and notes1,701 1,377 324 23.5 %
Other borrowed funds872 977 (105)(10.7)%
Total interest expense - borrowed funds14,420 16,987 (2,567)(15.1)%
Total interest expense$67,898 $73,871 $(5,973)(8.1)%
Deposits
For the three months ended March 31, 2025, interest expense on deposits decreased $3.4 million, or 6.0%, compared to the same period in 2024. The decrease in interest expense on deposits was driven by a decrease of $5.4 million due to lower interest rates offset by an increase of $2.0 million primarily driven by the growth in volume of average customer deposits, partially offset by a decline in average brokered deposits balances. For the three months ended March 31, 2025, the purchase accounting amortization on acquired deposits was $112 thousand and zero basis points, compared to $328 thousand and one basis point for the same period in 2024.
Borrowed Funds
For the three months ended March 31, 2025, interest expense on borrowed funds decreased $2.6 million, or 15.1% year over year. The decrease in interest expense on borrowed funds was driven by a decrease of $2.2 million due to volume and a decrease of $0.3 million due to borrowing rates as they decreased to 4.96% for the three months ended March 31, 2025 from 5.01% for the three months ended March 31, 2024. For the three months ended March 31, 2025, purchase accounting amortization on acquired borrowed funds was $9 thousand, compared to $126 thousand for the same period in 2024.

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Provision for Credit Losses
The provisions for credit losses are set forth below:
Three Months Ended March 31,Dollar
Change		Percent
Change
20252024
(Dollars in Thousands)
Provision (credit) for loan and lease losses:
Commercial real estate$(172)$2,671 $(2,843)(106.4)%
Commercial6,834 5,339 1,495 28.0 %
Consumer(3)(327)324 (99.1)%
Total provision (credit) for loan and lease losses6,659 7,683 (1,024)(13.3)%
Unfunded credit commitments(685)(260)(425)163.5 %
Investment securities available-for-sale12 (44)56 (127.3)%
Total provision (credit) for credit losses$5,986 $7,379 $(1,393)(18.9)%

For the three months ended March 31, 2025, the provision for credit losses decreased by $1.4 million to $6.0 million compared to a provision for credit losses of $7.4 million for the three months ended March 31, 2024. The decrease in the provision for credit losses for the three months ended March 31, 2025 is primarily driven by an increase in specific reserves on nonperforming credits, partially offset by a reduction in loan and commitment balances.
See management’s discussion of “Financial Condition — Allowance for Loan and Lease Losses” and Note 5, “Allowance for Loan and Lease Losses,” to the unaudited consolidated financial statements for a description of how management determined the allowance for loan and lease losses for each portfolio and class of loans.
Non-Interest Income
The following table sets forth the components of non-interest income:
Three Months Ended March 31,Dollar
Change		Percent
Change
20252024
(Dollars in Thousands)
Deposit fees$2,361 $2,897 $(536)(18.5)%
Loan fees393 789 (396)(50.2)%
Loan level derivative income, net70 437 (367)(84.0)%
Gain on sales of loans and leases held-for-sale24 — 24 N/A
Other 2,812 2,161 651 30.1 %
Total non-interest income$5,660 $6,284 $(624)(9.9)%
Deposit fees decreased $0.5 million, or 18.5%, to $2.4 million for the three months ended March 31, 2025, compared to $2.9 million for the same period in 2024, primarily driven by lower debit card income, partially offset by higher service charges.
Loan fees decreased $0.4 million, or 50.2%, to $0.4 million for the three months ended March 31, 2025, compared to $0.8 million for the same period in 2024, primarily driven by lower commitment fees.
Loan level derivative income decreased $0.4 million, or 84.0%, to $0.1 million for the three months ended March 31, 2025, compared to $0.4 million for the same period in 2024, as there were fewer loan level derivative transactions completed for the three months ended March 31, 2025.
Other income increased $0.7 million, or 30.1%, to $2.8 million for the three months ended March 31, 2025 from $2.2 million for the same period in 2024, primarily driven by the mark to market on interest rate swaps, and higher wealth management fees.
71
Non-Interest Expense
The following table sets forth the components of non-interest expense:
Three Months Ended March 31,Dollar
Change		Percent
Change
20252024
(Dollars in Thousands)
Compensation and employee benefits$35,853 $36,629 $(776)(2.1)%
Occupancy5,721 5,769 (48)(0.8)%
Equipment and data processing7,012 7,031 (19)(0.3)%
Professional services1,726 1,900 (174)(9.2)%
FDIC insurance2,037 1,884 153 8.1 %
Advertising and marketing868 1,574 (706)(44.9)%
Amortization of identified intangible assets1,430 1,708 (278)(16.3)%
Merger and restructuring expense971 — 971 N/A
Other4,404 4,519 (115)(2.5)%
Total non-interest expense$60,022 $61,014 $(992)(1.6)%
Merger and restructuring expense was $1.0 million for the three months ended March 31, 2025, compared to none for the same period in 2024. Excluding merger and restructuring expense, non-interest expense decreased $2.0 million to $59.1 million for the three months ended March 31, 2025, compared to $61.0 million for the same period in 2024.
Compensation and employee benefits expense decreased $0.8 million, or 2.1%, to $35.9 million for the three months ended March 31, 2025, compared to $36.6 million for the same period in 2024, primarily driven by lower salaries and higher deferred compensation.
Marketing expense decreased $0.7 million, or 44.9%, to $0.9 million for the three months ended March 31, 2025 from $1.6 million for the same period in 2024, primarily driven by lower overall spending on advertising and marketing.
Provision for Income Taxes
Three Months Ended March 31,Dollar
Change		Percent
Change
20252024
(Dollars in Thousands)
Income before provision for income taxes$25,482 $19,479 $6,003 30.8 %
Provision (benefit) for income taxes6,382 4,814 1,568 32.6 %
Net income $19,100 $14,665 $4,435 30.2 %
Effective tax rate25.0 %24.7 %N/A1.2 %
The Company recorded an income tax expense of $6.4 million for the three months ended March 31, 2025, compared to an income tax expense of $4.8 million for the three months ended March 31, 2024, representing effective tax rates of 25.0% and 24.7%, respectively. The increase in effective tax rate for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily driven by an increase in merger expenses in the 2025 effective rate.
Liquidity and Capital Resources
Liquidity
Liquidity is defined as the ability to meet current and future financial obligations of a short-term nature. The Company further defines liquidity as the ability to respond to the needs of depositors and borrowers, as well as to earnings enhancement opportunities, in a changing marketplace. Liquidity management is monitored by the Company's ALCO, consisting of members of management, which is responsible for establishing and monitoring liquidity targets as well as strategies and tactics to meet these targets. The primary source of funds for the payment of dividends and expenses by the Company is dividends paid to it by the Banks. The primary sources of liquidity for the Banks consist of deposit inflows, loan repayments, borrowed funds, and maturing investment securities.
72
In the first quarter, the Company operated with increased liquidity. During the year, the Company shifted its balance sheet asset mix to include additional cash and available for sale securities. Management will continue to monitor the economic markets and evaluate changes to the Company’s liquidity position.
The Company held higher levels of on balance sheet liquidity in the form of cash and available for sale securities in the first quarter. Cash and equivalents at the end of the quarter were $357.5 million, or 3.1% of the balance sheet, compared to $543.7 million, or 4.6% of the balance sheet, as of December 31, 2024. In general, in a normal operating environment, the Company seeks to maintain liquidity levels of cash, cash equivalents and investment securities available-for-sale of between 10% and 12% of total assets. As of March 31, 2025, cash, cash equivalents and investment securities available-for-sale totaled $1.2 billion, or 10.8% of total assets. This compares to $1.4 billion, or 12.1% of total assets, as of December 31, 2024.
Deposits, which are considered the most stable source of liquidity, totaled $8.9 billion as of March 31, 2025 and represented 88.5% of total funding (the sum of total deposits and total borrowings), compared to deposits of $8.9 billion, or 85.4% of total funding, as of December 31, 2024. Core deposits, which consist of demand checking, NOW, savings and money market accounts, totaled $6.3 billion as of March 31, 2025 and represented 70.3% of total deposits, compared to core deposits of $6.1 billion, or 69.1% of total deposits, as of December 31, 2024. Additionally, the Company had $765.0 million of brokered deposits as of March 31, 2025, which represented 8.6% of total deposits, compared to $869.0 million or 9.8% of total deposits, as of December 31, 2024. The Company offers attractive interest rates based on market conditions to increase deposits balances, while managing the cost of funds.
Borrowings are used to diversify the Company's funding mix and to support asset growth. When profitable lending and investment opportunities exist, access to borrowings provides a means to grow the balance sheet. Borrowings totaled $1.2 billion as of March 31, 2025, representing 11.5% of total funding, compared to $1.5 billion, or 14.6% of total funding, as of December 31, 2024. The growth in the balance sheet is driven by the current operating environment, management will continue to monitor economic conditions and make adjustments to the balance sheet mix as appropriate.
As members of the FHLB, the Banks have access to both short- and long-term borrowings. As of March 31, 2025, the Company's total borrowing limit from the FHLB for advances and repurchase agreements was $2.9 billion, compared to $2.8 billion as of December 31, 2024.
As of March 31, 2025, the Banks also have access to funding through certain uncommitted lines via AFX as well as other large financial institution specific lines. As of March 31, 2025, the Company had $60.0 million in outstanding balances for uncommitted lines of credit. As of December 31, 2024, the Company had no borrowings on outstanding uncommitted lines of credit.
The Company had a $30.0 million committed line of credit for contingent liquidity as of March 31, 2025. As of March 31, 2025, the Company did not have any outstanding borrowings on this line.
The Company has access to the Federal Reserve Discount Window to supplement its liquidity. The Company had $400.7 million of borrowing capacity at the FRB as of March 31, 2025. As of March 31, 2025, the Company did not have any outstanding borrowings with the FRB.
Additionally, the Banks have access to liquidity through repurchase agreements and additional untapped brokered deposits.
While management believes the Company has adequate liquidity to meet its commitments and to fund the Banks' lending and investment activities, the availabilities of these funding sources are subject to broad economic conditions and could be restricted in the future. Such restrictions would impact the Company's immediate liquidity and/or additional liquidity needs.
Off-Balance-Sheet Financial Instruments

The Company is party to off-balance-sheet financial instruments in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include loan commitments, standby and commercial letters of credit and interest-rate swaps. According to GAAP, these financial instruments are not recorded in the financial statements until they are funded or related fees are incurred or received. See Note 12, "Commitments and Contingencies", to the consolidated financial statements for a description of off-balance-sheet financial instruments.
73
 
Financial instruments with off-balance-sheet risk at the dates indicated follow:
 At March 31, 2025At December 31, 2024
 (In Thousands)
Financial instruments whose contract amounts represent credit risk:  
Commitments to originate loans and leases:  
Commercial real estate$51,076 $11,126 
Commercial103,701 144,721 
Residential mortgage31,123 14,607 
Unadvanced portion of loans and leases990,066 1,076,783 
Unused lines of credit:  
Home equity789,180 780,214 
Other consumer123,086 113,838 
Other commercial482 398 
Unused letters of credit:  
Financial standby letters of credit11,273 12,702 
Performance standby letters of credit25,784 24,325 
Commercial and similar letters of credit2,759 2,330 
Interest rate derivatives$225,000 $225,000 
Loan level derivatives:
Receive fixed, pay variable1,516,750 1,672,948 
Pay fixed, receive variable1,516,750 1,672,948 
Risk participation-out agreements444,128 539,731 
Risk participation-in agreements101,599 102,198 
Foreign exchange contracts:
Buys foreign currency, sells U.S. currency5,314 5,849 
Sells foreign currency, buys U.S. currency4,865 5,408 

74
Capital Resources
As of March 31, 2025, the Company and the Banks are each under the primary regulation of, and must comply with, the capital requirements of the FRB. Under these rules, the Company and the Banks are each required to maintain a minimum common equity Tier 1 capital ratio of 4.5%, a minimum Tier 1 capital leverage ratio of 6.0%, a minimum total risk based capital ratio of 8% and a minimum Tier 1 leverage ratio of 4%. Additionally, the Company and the Banks are required to establish a capital conservation buffer of common equity Tier 1 capital in an amount above the minimum risk-based capital requirements for “adequately capitalized” institutions equal to 2.5% of total risk weighted assets, or face restrictions on the ability to pay dividends, pay discretionary bonuses, and to engage in share repurchases. As of March 31, 2025, the Company and the Banks exceeded all regulatory capital requirements, and the Banks were each considered “well-capitalized” under prompt corrective action regulations.

The following table presents actual and required capital amounts and capital ratios as of March 31, 2025 for the Company and the Banks.
ActualMinimum Required for Capital Adequacy PurposesMinimum Required for Fully Phased in Capital Adequacy Purposes plus Capital Conservation Buffer
Minimum Required  to be Considered “Well-Capitalized” Under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
At March 31, 2025:
Brookline Bancorp, Inc.
Common equity Tier 1 capital ratio (1)
$1,031,389 10.81 %$429,348 4.50 %$667,874 7.00 %N/AN/A
Tier 1 leverage capital ratio (2)
1,041,199 9.17 %454,176 4.00 %454,176 4.00 %N/AN/A
Tier 1 risk-based capital ratio (3)
1,041,199 10.92 %572,087 6.00 %810,457 8.50 %N/AN/A
Total risk-based capital ratio (4)
1,220,205 12.79 %763,224 8.00 %1,001,732 10.50 %N/AN/A
Brookline Bank      
Common equity Tier 1 capital ratio (1)
$585,888 10.88 %$242,325 4.50 %$376,950 7.00 %$350,025 6.50 %
Tier 1 leverage capital ratio (2)
585,888 9.40 %249,314 4.00 %249,314 4.00 %311,643 5.00 %
Tier 1 risk-based capital ratio (3)
585,888 10.88 %323,100 6.00 %457,725 8.50 %430,800 8.00 %
Total risk-based capital ratio (4)
653,427 12.13 %430,949 8.00 %565,621 10.50 %538,687 10.00 %
BankRI      
Common equity Tier 1 capital ratio (1)
$297,900 10.76 %$124,586 4.50 %$193,801 7.00 %$179,958 6.50 %
Tier 1 leverage capital ratio (2)
297,900 8.98 %132,695 4.00 %132,695 4.00 %165,869 5.00 %
Tier 1 risk-based capital ratio (3)
297,900 10.76 %166,115 6.00 %235,330 8.50 %221,487 8.00 %
Total risk-based capital ratio (4)
326,245 11.78 %221,559 8.00 %290,796 10.50 %276,948 10.00 %
PCSB Bank
Common equity Tier 1 capital ratio (1)
$201,037 14.13 %$64,025 4.50 %$99,594 7.00 %$92,480 6.50 %
Tier 1 leverage capital ratio (2)
201,037 10.04 %80,094 4.00 %80,094 4.00 %100,118 5.00 %
Tier 1 risk-based capital ratio (3)
201,037 14.13 %85,366 6.00 %120,935 8.50 %113,821 8.00 %
Total risk-based capital ratio (4)
218,181 15.33 %113,858 8.00 %149,439 10.50 %142,323 10.00 %
_______________________________________________________________________________
(1) Common equity Tier 1 capital ratio is calculated by dividing common equity Tier 1 capital by risk-weighted assets.
(2) Tier 1 leverage capital ratio is calculated by dividing Tier 1 capital by average assets.
(3) Tier 1 risk-based capital ratio is calculated by dividing Tier 1 capital by risk-weighted assets.
(4) Total risk-based capital ratio is calculated by dividing total capital by risk-weighted assets.



75

The following table presents actual and required capital amounts and capital ratios as of December 31, 2024 for the Company and the Banks.
ActualMinimum Required for Capital Adequacy PurposesMinimum Required for Fully Phased in Capital Adequacy Purposes plus Capital Conservation Buffer
Minimum Required To
Be Considered
 “Well-Capitalized” Under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
At December 31, 2024:      
Brookline Bancorp, Inc.      
Common equity Tier 1 capital ratio (1)
$1,022,454 10.46 %$439,870 4.50 %$684,243 7.00 %N/AN/A
Tier 1 leverage capital ratio (2)
1,032,255 9.06 %455,742 4.00 %455,742 4.00 %N/AN/A
Tier 1 risk-based capital ratio (3)
1,032,255 10.56 %586,509 6.00 %830,887 8.50 %N/AN/A
Total risk-based capital ratio (4)
1,214,208 12.42 %782,099 8.00 %1,026,504 10.50 %N/AN/A
Brookline Bank      
Common equity Tier 1 capital ratio (1)
$584,420 10.47 %$251,183 4.50 %$390,730 7.00 %$362,820 6.50 %
Tier 1 leverage capital ratio (2)
584,420 9.30 %251,363 4.00 %251,363 4.00 %314,204 5.00 %
Tier 1 risk-based capital ratio (3)
584,420 10.47 %334,911 6.00 %474,457 8.50 %446,548 8.00 %
Total risk-based capital ratio (4)
654,287 11.73 %446,232 8.00 %585,679 10.50 %557,789 10.00 %
BankRI
Common equity Tier 1 capital ratio (1)
$294,573 10.53 %$125,886 4.50 %$195,823 7.00 %$181,835 6.50 %
Tier 1 leverage capital ratio (2)
294,573 8.90 %132,392 4.00 %132,392 4.00 %165,490 5.00 %
Tier 1 risk-based capital ratio (3)
294,573 10.53 %167,848 6.00 %237,784 8.50 %223,797 8.00 %
Total risk-based capital ratio (4)
328,646 11.75 %223,759 8.00 %293,684 10.50 %279,699 10.00 %
PCSB Bank
Common equity Tier 1 capital ratio (1)
$197,296 13.73 %$64,664 4.50 %$100,588 7.00 %$93,403 6.50 %
Tier 1 leverage capital ratio (2)
197,296 10.11 %78,060 4.00 %78,060 4.00 %97,575 5.00 %
Tier 1 risk-based capital ratio (3)
197,296 13.73 %86,218 6.00 %122,142 8.50 %114,958 8.00 %
Total risk-based capital ratio (4)
214,879 14.95 %114,985 8.00 %150,918 10.50 %143,732 10.00 %
_______________________________________________________________________________
(1) Common equity Tier 1 capital ratio is calculated by dividing common equity Tier 1 capital by risk-weighted assets.
(2) Tier 1 leverage capital ratio is calculated by dividing Tier 1 capital by average assets.
(3) Tier 1 risk-based capital ratio is calculated by dividing Tier 1 capital by risk-weighted assets.
(4) Total risk-based capital ratio is calculated by dividing total capital by risk-weighted assets.

76
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market Risk
Market risk is the risk that the market value or estimated fair value of the Company's assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that the Company's net income will be significantly reduced by interest-rate changes.
Interest-Rate Risk
The principal market risk facing the Company is interest-rate risk, which can occur in a variety of forms, including repricing risk, yield-curve risk, basis risk, and prepayment risk. Repricing risk occurs when the change in the average yield of either interest-earning assets or interest-bearing liabilities is more sensitive than the other to changes in market interest rates. Such a change in sensitivity could reflect a number of possible mismatches in the repricing opportunities of the Company's assets and liabilities. Yield-curve risk reflects the possibility that changes in the shape of the yield curve could have different effects on the Company's assets and liabilities. Basis risk occurs when different parts of the balance sheet are subject to varying base rates reflecting the possibility that the spread from those base rates will deviate. Prepayment risk is associated with financial instruments with an option to prepay before the stated maturity, often a disadvantage to person selling the option; this risk is most often associated with the prepayment of loans, callable investments, and callable borrowings.
Asset/Liability Management
Market risk and interest-rate risk management is governed by the Company's ALCO. The ALCO establishes exposure limits that define the Company's tolerance for interest-rate risk. The ALCO and the Company's Treasury Group measure and manage the composition of the balance sheet over a range of possible changes in interest rates while remaining responsive to market demand for loan and deposit products. The ALCO monitors current exposures versus limits and reports those results to the Board of Directors. The policy limits and guidelines serve as benchmarks for measuring interest-rate risk and for providing a framework for evaluation and interest-rate risk-management decision-making. The Company measures its interest-rate risk by using an asset/liability simulation model. The model considers several factors to determine the Company's potential exposure to interest-rate risk, including measurement of repricing gaps, duration, convexity, value-at-risk, market value of portfolio equity under assumed changes in the level of interest rates, the shape of yield curves, and general market volatility.
Management controls the Company's interest-rate exposure using several strategies, which include adjusting the maturities of securities in the Company's investment portfolio, limiting or expanding the terms of loans originated, limiting fixed-rate customer deposits with terms of more than five years, and adjusting maturities of wholesale funding. The Company limits this risk by restricting the types of MBSs it invests into those with limited average life changes under certain interest-rate-shock scenarios, or securities with embedded prepayment penalties. The Company also places limits on holdings of fixed-rate mortgage loans with maturities greater than five years. The Company enters into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments.
Measuring Interest-Rate Risk
As noted above, interest-rate risk can be measured by analyzing the extent to which the repricing of assets and liabilities are mismatched to create an interest-rate sensitivity gap. An asset or liability is said to be interest-rate sensitive within a specific period if it will mature or reprice within that period. The interest-rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest-rate-sensitive assets exceeds the amount of interest-rate-sensitive liabilities. A gap is considered negative when the amount of interest-rate-sensitive liabilities exceeds the amount of interest-rate-sensitive assets. During a period of falling interest rates, a positive gap would tend to adversely affect net interest income. Conversely, during a period of rising interest rates, a positive gap position would tend to result in an increase in net interest income.
The Company's interest-rate risk position is measured using both income simulation and interest-rate sensitivity "gap" analysis. Income simulation is the primary tool for measuring the interest-rate risk inherent in the Company's balance sheet at a given point in time by showing the effect on net interest income, over a twelve-month period, of a variety of interest-rate shocks. These simulations take into account repricing, maturity, and prepayment characteristics of individual products. The ALCO reviews simulation results to determine whether exposure resulting from changes in market interest rates remains within established tolerance levels over a twelve-month horizon, and develops appropriate strategies to manage this exposure. The Company's interest-rate risk analysis remains modestly asset-sensitive as of March 31, 2025.
77
The assumptions used in the Company’s interest-rate sensitivity simulation discussed above are inherently uncertain and, as a result, the simulations cannot precisely measure net interest income or precisely predict the impact of changes in interest rates.
As of March 31, 2025, net interest income simulation indicated that the Company's exposure to changing interest rates was within tolerance. The ALCO reviews the methodology utilized for calculating interest-rate risk exposure and may periodically adopt modifications to this methodology. The following table presents the estimated impact of interest-rate changes on the Company's estimated net interest income over the twelve-month periods indicated while maintaining a flat balance sheet:
Estimated Exposure to Net Interest Income
over Twelve-Month Horizon Beginning
March 31, 2025December 31, 2024
Change in Interest Rate LevelsDollar
Change		Percent
Change		Dollar
Change		Percent
Change
 (Dollars in Thousands)
Up 400 basis points shock$4,539 1.2 %$14,574 3.9 %
Up 200 basis points ramp7,378 2.0 %7,911 2.1 %
Up 100 basis points ramp4,239 1.1 %4,431 1.2 %
Down 100 basis points ramp(2,538)(0.7)%(3,537)(1.0)%
Down 200 basis points ramp(7,258)(1.9)%(8,900)(2.4)%
Down 400 basis points shock(18,857)(5.0)%(34,637)(9.3)%
Asset sensitivity decreased at March 31, 2025 when compared to December 31, 2024 due to changes in overall balance sheet composition, which included a decrease in cash equivalents and an increase in interest-bearing non-maturity deposit products. The estimated impact of a 400 basis point instantaneous increase in market interest rates on the Company's estimated net interest income over a twelve-month horizon was 1.2% as of March 31, 2025, compared to 3.9% as of December 31, 2024. The estimated impact of a 400 basis point instantaneous decrease in market interest rates on the Company's estimated net interest income over a twelve-month horizon was (5.0)% as of March 31, 2025, compared to (9.3)% as of December 31, 2024.
The Company also utilizes interest-rate sensitivity "gap" analysis to provide a broader overview of its interest-rate risk profile. The interest-rate sensitivity gap is defined as the difference between interest-earning assets and interest-bearing liabilities maturing or repricing within a given time period. As of March 31, 2025, the Company’s one-year cumulative gap was a positive $901.9 million, or 8.35% of total interest-earning assets, compared to a negative $1.0 billion, or 9.31% of total interest-earning assets, as of December 31, 2024.
The assumptions used in the Company's interest-rate sensitivity simulation discussed above are inherently uncertain and, as a result, the simulations cannot precisely measure net interest income or precisely predict the impact of changes in interest rates. For additional discussion on interest-rate risk see Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The EVE at Risk Simulation is conducted in tandem with net interest income simulations to ascertain a longer term view of the Company’s interest-rate risk position by capturing longer-term repricing risk and options risk embedded in the balance sheet. It measures the sensitivity of the economic value of equity to changes in interest rates. The EVE at Risk Simulation values only the current balance sheet and does not incorporate growth assumptions. As with the net interest income simulation, this simulation captures product characteristics such as loan resets, repricing terms, maturity dates, and rate caps and floors. Key assumptions include loan prepayment speeds, deposit pricing elasticity, and non-maturity deposit attrition rates. These assumptions can have significant impacts on valuation results as the assumptions remain in effect for the entire life of each asset and liability. The Company conducts non-maturity deposit behavior studies on a periodic basis to support deposit assumptions used in the valuation process. All key assumptions are subject to a periodic review.
EVE at Risk is calculated by estimating the net present value of all future cash flows from existing assets and liabilities using current interest rates as well as parallel shocks to the current interest-rate environment. The following table sets forth the estimated percentage change in the Company’s EVE at Risk, assuming various shifts in interest rates.
78
Estimated Percent Change in Economic Value of Equity
Parallel Shock in Interest Rate LevelsAt March 31, 2025At December 31, 2024
Up 300 basis points(2.2)%(5.5)%
Up 200 basis points(1.7)%(4.1)%
Up 100 basis points— %(1.3)%
Down 100 basis points(1.6)%(0.8)%
Down 200 basis points(5.1)%(3.2)%
Down 300 basis points(9.6)%(6.6)%

The Company's EVE-at-risk is more liability sensitive from December 31, 2024 to March 31, 2025 driven by changes to the funding and asset mix.

Item 4. Controls and Procedures
 
Controls and Procedures
 
Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), the Company has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer considered that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a -15(f). The Company’s internal control system was designed to provide reasonable assurance to its management and the Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s management assessed the effectiveness of its internal control over financial reporting as of the end of the period covered by this report. There has been no change in the Company’s internal controls over financial reporting during the quarter ended March 31, 2025 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Management’s Report on Internal Control Over Financial Reporting as of December 31, 2024 and the related Report of Independent Registered Public Accounting Firm thereon appear on pages F-1 and F-2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
79
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
 
There are no material pending legal proceedings other than those that arise in the normal course of business. In the opinion of management, after consulting with legal counsel, the consolidated financial position and results of operations of the Company are not expected to be affected materially by the outcome of such proceedings. 

Item 1A.    Risk Factors

There have been no material changes in the risk factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

a)        Not applicable.
 
b)        Not applicable.
 
c)        Not applicable.

Item 3. Defaults Upon Senior Securities

a)        None.
 
b)        None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

c) During the three months ended March 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).


80
Table of Contents
Item 6. Exhibits
 
Exhibits
Exhibit 31.1*
  
Exhibit 31.2*
  
Exhibit 32.1**
  
Exhibit 32.2**
  
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)
_______________________________________________________________________________
* Filed herewith
** Furnished herewith
81
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 thereunto duly authorized.
 BROOKLINE BANCORP, INC.
    
    
Date: May 8, 2025By:/s/ Paul A. Perrault
  Paul A. Perrault 
  Chief Executive Officer 
  (Principal Executive Officer) 
    
Date: May 8, 2025By:/s/ Carl M. Carlson
  Carl M. Carlson 
  Co-President and Chief Financial Officer 
  (Principal Financial Officer) 



82

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