Filing pursuant to Rule 425 under the

Securities Act of 1933, as amended

Filer: Brookline Bancorp, Inc.

Subject Company: Bancorp Rhode Island, Inc.

Exchange Act File Number of

Subject Company: 001-16101

This filing relates to a press release dated July 20, 2011 issued by Brookline Bancorp, Inc.  The following is a copy of the press release.

Brookline Bancorp Announces 2011 Second Quarter Earnings and Dividend Declaration

July 20, 2011 — Brookline, Massachusetts — Brookline Bancorp, Inc. (the “Company”) (NASDAQ:BRKL) announced today its earnings for the 2011 second quarter and approval by the Board of Directors of a regular quarterly dividend of $0.085 per share payable on August 17, 2011 to stockholders of record on August 1, 2011.

The Company earned $7,001,000, or $0.119 per share on a basic and diluted basis, for the quarter ended June 30, 2011 compared to $7,083,000, or $0.121 per share on a basic and diluted basis, for the quarter ended June 30, 2010. Net income for the 2011 second quarter was reduced by $774,000 ($0.013 per share) as a result of non-tax deductible professional fees incurred relating to acquisition transactions.

The acquisition of First Ipswich Bancorp and its subsidiaries (“Ipswich”) was completed effective February 28, 2011. On April 19, 2011, the Company and Bancorp Rhode Island, Inc. (“Bancorp Rhode Island”) entered into a Merger Agreement pursuant to which Bancorp Rhode Island will merge with and into the Company (the “Merger”). Subject to approval of the Merger by Bancorp Rhode Island shareholders, regulatory approvals and other customary closing conditions, completion of the Merger is expected to occur at the end of the 2011 third quarter or in the 2011 fourth quarter.

Net income for the first half of 2011 was $14,267,000, or $0.243 per share on a basic and diluted basis, compared to $13,436,000, or $0.229 per share on a basic and diluted basis. Net income for the 2011 first half was reduced by $924,000 ($0.016 per share) as a result of non-tax deductible professional fees incurred relating to acquisition transactions.

Operating highlights included:

·                  Loan growth of $63.9 million, or 2.5%, in the 2011 second quarter (10.1% on an annualized basis). The growth by segment was as follows: commercial real estate - $33.0 million (11.6% annualized); commercial - $8.3 million (8.5% annualized); indirect auto (“auto”) - $14.9 million (10.3% annualized) and consumer - $7.7 million (7.4% annualized). Excluding Ipswich, loan growth in the 2011 first quarter was $68.4 million, an annualized growth rate of 12.1%; growth occurred in all of the segments.

·                  Deposit growth of $40.9 million, or 1.9%, in the 2011 second quarter (7.7% on an annualized basis). Transaction deposit accounts increased $56.2 million, or 4.4% (17.6% annualized), while higher cost certificates of deposit decreased $15.3 million, or 1.8% (7.3% annualized). Excluding Ipswich, deposit growth in the 2011 first quarter was $90.4 million, an annualized growth rate of 20.0%.

·                  Annualized return on average stockholders’ equity: second quarter — 5.61% in 2011 (6.23% excluding acquisition related expenses) compared to 5.76% in 2010; first half — 5.73% in 2011 (6.10% excluding acquisition related expenses) compared to 5.48% in 2010.

·                  Annualized return on average assets: second quarter — 0.91% in 2011 (1.01% excluding acquisition related expenses) compared to 1.06% in 2010; first half — 0.96% in 2011 (1.02% excluding acquisition related expenses) compared to 1.02% in 2010.

·                  Net interest margin — 3.70% in the 2011 second quarter compared to 3.74% in the 2011 first quarter; 3.72% in the first half of 2011 compared to 3.66% in the first half of 2010.

·                  Provision for credit losses - $839,000 in the 2011 second quarter compared to $661,000 in the 2010 second quarter and $1,898,000 in the 2011 first half compared to $1,928,000 in the 2010 first half. The provisions reflect lower levels of net charge-offs offset by higher provisions attributable to loan growth and changes in loan risk ratings.

·                  Net loan charge-offs were $371,000 (an annualized rate of 0.06% based on average loans outstanding) in the 2011 second quarter compared to $874,000 (0.16%) in the 2010 second quarter and $1,071,000 (0.09%) in the 2011 first half compared to $2,374,000 (0.22%) in the 2010 first half.

·                  Non-accrual loans - $7.9 million (0.31% of total loans) at June 30, 2011 compared to $9.5 million (0.38%) at March 31, 2011; non-performing assets - $11.8 million (0.38% of total assets) at June 30, 2011 compared to $10.8 million (0.35%) at March 31, 2011; restructured loans on accrual - $4.9 million at June 30, 2011 compared to $5.1 million at March 31, 2011.

·                  Allowance for loan losses - $30.8 million (1.19% of total loans) at June 30, 2011 compared to $30.0 million (1.19%) at March 31, 2011. A credit mark of $4.2 million, $4.1 million of which remains at June 30, 2011, was recognized as of February 28, 2011 in connection with the accounting for acquired Ipswich loans at fair value.

Net interest income increased $1.9 million, or 7.5%, in the 2011 second quarter compared to the 2011 first quarter due to a $234.9 million (8.5%) increase in the average total of interest-earning assets between the two periods. Of that growth, $159.6 million related to the Ipswich acquisition which was completed on February 28, 2011. Offsetting the revenue growth resulting from the increase in earning assets was the effect of the decline in net interest margin from 3.74% in the 2011 first quarter to 3.70% in the 2011 second quarter. The reduction was due in part to a decline in the ratio of the average total of stockholders’ equity to the average total of interest-earning assets from 18.1% to 16.7% in those respective periods. The decline in the average yield on earning assets from 4.85% in the 2011 first quarter to 4.75% in the 2011 second quarter was mostly offset by a decline in the average rate paid on interest-bearing liabilities from 1.40% to 1.31% in those respective periods.

The average total of deposits increased $214.1 million, or 11.2%, in the 2011 second quarter compared to the 2011 first quarter. Of that growth, $140.8 million related to the Ipswich acquisition. The average balance of non-interest bearing deposits increased $40.6 million, $35.5 million of which related to the Ipswich acquisition. The average rate paid on total deposits declined from 1.04% in the 2011 first quarter to 0.97% in the 2011 second quarter.

The ratio of the average balance of total loans to the average balance of total deposits was 120.3% in the 2011 second quarter compared to 122.7% in the 2011 first quarter and 129.2% in the 2010 second quarter.

Federal Home Loan Bank (“FHLB”) advances increased $29.0 million in the 2011 second quarter to $421.4 million at June 30, 2011. The increased borrowings were used primarily to pay off $13.0 million of Ipswich trust preferred debentures and to fund the acquisition of an office building in Boston, Massachusetts.

The lower levels of net loan charge-offs mentioned above resulted primarily from a reduction in auto loan net charge-offs to $294,000 (an annualized rate of 0.20% based on average loans outstanding excluding deferred loan origination costs) in the 2011 second quarter from $690,000 (0.51%) in the 2010 second quarter and to $744,000 (0.27%) in the first half of 2011 from $1,601,000 (0.59%) in the first half of 2010.

Fees, charges and other income amounted to $1.7 million in the 2011 second quarter compared to $1.1 million in the 2010 second quarter and $3.0 million in the first half of 2011 compared to $2.0 million in the first half of 2010. Substantially all of the increases resulted from inclusion of fees, charges and other income earned by Ipswich of $662,000 in the 2011 second quarter and $874,000 in the first half of 2011.

In the 2010 second quarter, $24 million of borrowings from the FHLB were prepaid with a resulting after-tax penalty of $534,000 and, in the same quarter, $24 million was re-borrowed from the FHLB at a lower rate of interest and for an extended period of time. Investment securities (primarily marketable equity securities) were sold in the 2010 second quarter at an after-tax gain of $535,000.

Total non-interest expenses were $15.9 million in the 2011 second quarter compared to $12.0 million in the 2010 second quarter. The increase was due primarily to non-interest expenses of Ipswich ($2.7 million), higher compensation and benefits expense resulting from added personnel, salary increases, higher bonuses and medical benefits expense, and higher professional service fees. Total non-interest expenses were $29.3 million

in the first half of 2011 compared to $23.7 million in the first half of 2010. The increase was due primarily to non-interest expenses of Ipswich ($3.5 million), higher compensation and benefits expense, and higher expenses for occupancy, data processing, marketing and professional services.

The effective income tax rate was 40.9% in the first half of 2011 compared to 40.4% in the first half of 2010. The increase resulted primarily from the non-deductibility of expenses related to the acquisitions mentioned above.

The above text contains statements about future events that constitute forward-looking statements. Projections about future events are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause such differences include, but are not limited to, general economic conditions, changes in interest rates, regulatory consideration, competition, failure to complete the proposed acquisition of Bancorp Rhode Island in a timely manner or at all, business disruptions due to the pendency of the transaction, and difficulties related to the integration of the businesses following the Merger. For additional factors that may affect future results, please see the filings made by the Company with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2010. The Company undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date of this press release.

Additional Information and Where to Find It

In connection with the Merger, the Company has filed and will be filing relevant documents with the SEC, including a registration statement on Form S-4 that includes a proxy statement of Bancorp Rhode Island. Investors are urged to read the proxy statement/prospectus and the other relevant materials, including any amendments or supplements to those documents, because they contain or will contain important information. The proxy statement/prospectus and other relevant materials filed by the Company or Bancorp Rhode Island with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors may obtain free copies of the documents filed by the Company with the SEC by directing a written request to Paul R. Bechet, Chief Financial Officer, Brookline Bancorp, Inc., 160 Washington Street, Brookline, Massachusetts 02445. Investors may obtain free copies of the documents filed by Bancorp Rhode Island with the SEC by directing a written request to Linda H. Simmons, Chief Financial Officer, One Turks Head Place, Providence, Rhode Island 02903.

Participant Information

The Company, Bancorp Rhode Island and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of Bancorp Rhode Island in connection with the Merger. Information about the executive officers and directors of the Company is set forth in its proxy statement filed with the SEC on March 17, 2011, and for Bancorp Rhode Island, in its proxy statement filed with the SEC on April 15, 2011 and its Annual Report on Form 10-K for the year ended December 31, 2010. Investors may obtain additional information regarding the participants in the Merger by reading the proxy statement/prospectus.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

BROOKLINE BANCORP, INC.  AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands except share data)

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands except share data)

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Average Yields / Costs

(1)                    Tax exempt income on equity securities and debt securities is included on a tax equivalent basis.

(2)                    Average balances include unrealized gains (losses) on securities available for sale. Equity securities include marketable equity securities (preferred and common stocks) and restricted equity securities.

(3)                    Loans on non-accrual status are included in average balances.

(4)                    Including non-interest bearing checking accounts, the average interest rate on total deposits was 0.97% in the three months ended June 30, 2011 and 1.04% in the three months ended March 31, 2011.

(5)                    Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(6)                    Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Average Yields / Costs

(1)                    Tax exempt income on equity securities and debt securities is included on a tax equivalent basis.

(2)                    Average balances include unrealized gains (losses) on securities available for sale. Equity securities include marketable equity securities (preferred and common stocks) and restricted equity securities.

(3)                    Loans on non-accrual status are included in average balances.

(4)                    Including non-interest bearing checking accounts, the average interest rate on total deposits was 1.00% in the six months ended June 30, 2011 and 1.37% in the six months ended June 30, 2010.

(5)                    Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(6)                    Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Selected Financial Ratios and Other Data