[8-K] Brookline Bancorp Inc Reports Material Event

Rhea-AI Filing Summary

Safe & Green Holdings Corp. (Nasdaq: SGBX) has called a virtual special meeting for 25 Aug 2025 to seek shareholder approval on three key items:

• Proposal 1 – Reverse Stock Split: Board discretion to combine shares at any ratio between 1-for-10 and 1-for-100 within one year. Main objective is to lift the bid price above Nasdaq’s US$1.00 minimum after two deficiency notices and a Hearing Panel deadline of 28 Aug 2025.
• Proposal 2 – Issuance of Series B Preferred Conversion Shares: Approval under Nasdaq Rule 5635(d) to issue all common shares underlying 60,000 newly issued Series B convertible preferred shares obtained via a warrant-for-preferred exchange completed 17 Jul 2025. Conversion price is US$0.392 per share but is capped at 19.99 % of outstanding common stock until shareholder consent is obtained.
• Proposal 3 – Adjournment: Authority to adjourn the meeting to solicit additional proxies if needed.

The record date is 11 Jul 2025 with 10,120,651 common shares outstanding. A quorum requires one-third of voting power. The board recommends voting FOR all proposals. Failure to effect the reverse split and regain compliance could lead to delisting; conversely, approval would give management flexibility to meet Nasdaq conditions but may increase dilution and market volatility for existing investors.

Positive

• Nasdaq extension secured to 28 Aug 2025, giving the company a clear compliance timeline.
• Exchange of warrants for Series B preferred removes warrant overhang and locks a fixed US$0.392 conversion price.
• Virtual meeting format allows full shareholder participation and lowers logistical costs.

Negative

• Potential 1-for-100 reverse split highlights significant share-price weakness and may harm investor perception.
• Dilution risk: Series B preferred could exceed 19.99 % of outstanding shares once approved.
• Delisting threat remains if bid price does not stay above US$1.00 for 10 consecutive days post-split.
• Wide split ratio discretion gives board broad authority with limited shareholder control over exact ratio.

Insights

Financial Analyst

TL;DR: Reverse split seeks Nasdaq compliance; new Series B preferred adds dilution risk. Net impact skews negative pending execution.

Impact assessment: The filing is impactful. SGBX must raise its bid price and obtain shareholder approval for potentially >20 % dilution within six weeks of the meeting or face delisting. Granting a 1-for-10 to 1-for-100 reverse split range signals severe price weakness; the wider the ratio selected, the stronger the negative market signal. While replacing warrants with convertible preferred simplifies the capital stack and removes warrant overhang, the low US$0.392 conversion price could flood the market with up to c.15 m new shares post-split, eroding existing ownership. Approval would give the board tools to maintain listing, preserve institutional and retail trading liquidity and possibly lower financing costs; rejection heightens delisting and liquidity risks. Overall risk-reward tilts negative until management demonstrates compliance without excessive dilution.

False000104978200010497822025-07-232025-07-23iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 23, 2025

_______________________________

BROOKLINE BANCORP, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	0-23695	04-3402944
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

131 Clarendon Street

Boston, Massachusetts 02116

(Address of Principal Executive Offices) (Zip Code)

(617) 425-4600

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value of $0.01 per share	BRKL	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 23, 2025, the Board of Directors of Brookline Bancorp, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2025. Additionally, the Company announced the approval by its Board of Directors of a regular quarterly dividend of $0.135 per share payable on August 22, 2025 to stockholders of record on August 8, 2025. A copy of that press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

In connection with the press release announcing the Company’s quarter earnings, the Company posted an investor presentation to its website at www.brooklinebancorp.com. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is hereby incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

99.1		Press release of Brookline Bancorp, Inc. reporting earnings and dividend approval, issued July 23, 2025
99.2		Investor Presentation of Brookline Bancorp, Inc., issued July 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

	BROOKLINE BANCORP, INC.
Date: July 23, 2025	By:	/s/ Carl M. Carlson
		Carl M. Carlson
		Co-President, Chief Financial & Strategy Officer

FAQ

Why is Safe & Green Holdings (SGBX) proposing a reverse stock split?

To raise the share price above Nasdaq’s US$1.00 minimum and satisfy a 28 Aug 2025 compliance deadline.

What split ratios are being considered for SGBX?

Any ratio between 1-for-10 and 1-for-100, to be chosen by the board within one year of approval.

How many Series B preferred shares were issued and at what conversion price?

60,000 shares, each convertible at US$0.392 into common stock, subject to a 19.99 % cap until shareholder approval.

Will existing SGBX shareholders receive fractional shares after the split?

No; fractional holdings will be rounded up to the nearest whole share—no cash will be paid.

What happens if shareholders reject the proposals?

The company could fail to regain Nasdaq compliance, risking delisting and reduced liquidity.

When is the record date and meeting date for voting?

Record date: 11 Jul 2025; virtual special meeting: 25 Aug 2025 at 10 a.m. ET.