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PCSB Financial Corporation Investigation

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

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