NB Bancorp, Inc. and Provident Bancorp, Inc. Announce Closing of Merger

Rhea-AI Summary

NB Bancorp (NASDAQ: NBBK) and Provident Bancorp (NASDAQ: PVBC) completed their merger transaction, effective shortly after midnight Eastern Time on November 15, 2025. The closing consummates the Merger, Holdco Merger and Bank Merger, with Needham as the surviving holding company and Needham Bank as the surviving bank.

Key operational steps include the conversion of BankProv products to Needham Bank products during the weekend beginning November 15, 2025, and the delisting of Provident common stock following the close of trading on November 14, 2025. Needham appointed Joseph B. Reilly to its board and cautioned that forward-looking statements involve risks and uncertainties affecting the combined companies.

Positive

• Merger effective November 15, 2025
• Needham appointed Joseph B. Reilly as director effective November 15, 2025
• Bank product conversion scheduled starting November 15, 2025

Negative

• Provident common stock delisted after close on November 14, 2025
• Transaction will cause Needham to issue additional shares, causing dilution

Insights

M&A banking strategist

Merger between Needham and Provident has closed; legal steps complete and systems conversion begins the weekend of November 15, 2025.

The transaction becomes effective shortly after midnight (Eastern Time) on November 15, 2025, completing three legal steps: the Merger Sub into Provident, the Holdco Merger with Needham as survivor, and the Bank Merger with Needham Bank as survivor. Provident common stock will be delisted following the close of trading on November 14, 2025. Operations and customer product conversions are scheduled to begin the weekend of November 15, 2025, and Needham has added Joseph B. Reilly to the board effective at the Effective Time.

The immediate business effect is structural integration and customer migration. Key dependencies include timely technical conversion of accounts and systems, successful operational integration over the conversion weekend, and retention of customer and employee relationships during the cutover. Noticeably, the press release highlights standard forward-looking risk items such as integration risk, dilution from share issuance, and regulatory and market uncertainties.

Watch the short window following the Effective Time for conversion success over the weekend beginning November 15, 2025, the practical removal of Provident from public markets after November 14, 2025, and any near-term regulatory filings or customer-service notices that document conversion completeness. Expect most material integration signals within 7–30 days after the conversion weekend.

NEEDHAM, Mass. and AMESBURY, Mass., Nov. 14, 2025 /PRNewswire/ -- NB Bancorp, Inc. ("Needham") (NASDAQ: NBBK), the holding company for Needham Bank, and Provident Bancorp, Inc. ("Provident") (NASDAQ: PVBC), the holding company for BankProv, today jointly announced that:

• All closing conditions under the Merger Agreement (as defined below) have been satisfied and the parties have initiated steps to complete the Merger Transaction (as defined below) contemplated by the Agreement and Plan of Merger, dated June 5, 2025, among Needham, Needham Bank, 1828 MS Inc., a wholly owned subsidiary of Needham formed solely to facilitate the transaction ("Merger Sub"), Provident, and BankProv (the "Merger Agreement").
  
  
• The merger of Merger Sub with and into Provident (the "Merger"), followed by the merger of Provident with and into Needham, with Needham as the surviving entity (the "Holdco Merger"), and the merger of BankProv with and into Needham Bank, with Needham Bank as the surviving entity (the "Bank Merger," and together with the Merger and the Holdco Merger, the "Merger Transaction"), will become effective shortly after midnight (Eastern Time) on November 15, 2025 (the "Effective Time").
  
  
• The conversion of BankProv products and services to Needham Bank's products and services is scheduled to occur over the weekend beginning on November 15, 2025.
  
  
• Needham has appointed Joseph B. Reilly to become a director of Needham and Needham Bank, effective as of the Effective Time, in accordance with the terms of the Merger Agreement. "We are honored to have such an influential member of the New England banking community join our board," said Joe Campanelli, president and CEO of Needham. "Joe's leadership and vast experience will be an incredible asset for Needham Bank in the Northern Massachusetts and Southern New Hampshire markets."
  
  
• As previously disclosed, the deadline was 5:00 p.m. (Eastern Time) on November 7, 2025 for holders of Provident common stock to elect their preferred form of merger consideration by completing the election materials previously sent to such holders. On November 13, 2025, Needham announced the results of the allocation and proration procedures set forth in the Merger Agreement.
  
  
• As previously disclosed, Provident common stock will be delisted from the NASDAQ Global Select Market in connection with the Merger following the close of trading on November 14, 2025, the last day on which Provident common stock will trade.

Caution Regarding Forward-Looking Statements

This press release may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Needham and Provident, the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

Needham and Provident caution that the forward-looking statements in this press release are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Needham's and Provident's control. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: (1) changes in general economic, political, or industry conditions; (2) uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System; (3) volatility and disruptions in global capital and credit markets; (4) movements in interest rates; (5) the resurgence of elevated levels of inflation or inflationary pressures in the United States and the Needham and Provident market areas; (6) increased competition in the markets of Needham and Provident; (7) success, impact, and timing of business strategies of Needham and Provident; (8) the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; (9) the expected impact of the proposed transaction between Needham and Provident on the combined entities' operations, financial condition, and financial results; (10) the outcome of any legal proceedings that may be instituted against Needham or Provident; (11) the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Needham and Provident do business; (12) diversion of management's attention from ongoing business operations and opportunities; (13) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (14) the dilution caused by Needham's issuance of additional shares of its capital stock in connection with the proposed transaction; (15) a deterioration of the credit rating for U.S. long-term sovereign debt or uncertainty regarding U.S. fiscal debt, deficit and budget matters; (16) cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; (17) severe weather, natural disasters, acts of war or terrorism, geopolitical instability or other external events, including as a result of changes in U.S. presidential administrations or Congress, including potential changes in U.S. and international trade and tariff policies and the resulting impact on Needham and Provident and their respective customers; and (18) other factors that may affect the future results of Needham and Provident.

Additional factors that could cause results to differ materially from those described above can be found in Needham's Annual Report on Form 10-K for the year ended December 31, 2024 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of such reports, as well as in subsequent SEC filings, each of which is on file with the U.S. Securities and Exchange Commission (the "SEC") and available in the "Investor Relations" section of Needham's website, www.nbbancorp.com, under the heading "SEC Filings" and in other documents Needham files with the SEC, and in Provident's Annual Report on Form 10-K for the year ended December 31, 2024 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of such reports, as well as in subsequent SEC filings, each of which is on file with and available in the "Investor Relations" section of Provident's website, www.bankprov.com, under the heading "SEC Filings" and in other documents Provident files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Needham nor Provident assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All forward-looking statements, express or implied, included in the document are qualified in their entirety by this cautionary statement.

ABOUT NB BANCORP, INC.

 NB Bancorp, Inc. (Nasdaq Capital Market: NBBK) is the registered bank holding company of Needham Bank. Needham Bank is headquartered in Needham, Massachusetts, which is approximately 17 miles southwest of Boston's financial district. Known as the "Builder's Bank," Needham Bank has been helping individuals, businesses and non-profits build for their futures since 1892. Needham Bank offers an array of tech-forward products and services that businesses and consumers use to manage their financial needs. For more information, please visit https://NeedhamBank.com.

ABOUT PROVIDENT BANCORP, INC.

Provident Bancorp, Inc. (Nasdaq: PVBC) is the holding company for BankProv, a full-service commercial bank headquartered in Massachusetts. With retail branches in the North Shore of Massachusetts and in southern New Hampshire, commercial banking offices in the Manchester/Concord market in Central New Hampshire and a loan office located in Ponte Vedra Beach, Florida, BankProv delivers a unique combination of traditional banking services and innovative financial solutions to its markets. For more information, visit www.bankprov.com.

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SOURCE Needham Bank

FAQ

When did NB Bancorp (NBBK) and Provident Bancorp complete their merger?

The merger became effective shortly after midnight ET on November 15, 2025.

What happens to Provident (PVBC) stock after the NBBK merger?

Provident common stock will be delisted following the close of trading on November 14, 2025.

When will BankProv customers be converted to Needham Bank products?

Conversion of BankProv products and services begins the weekend starting November 15, 2025.

Who joined the Needham board after the Provident merger (NBBK)?

Joseph B. Reilly was appointed as a director of Needham and Needham Bank, effective November 15, 2025.

Did the merger require shareholder elections and deadlines for PVBC holders?

Yes; holders of Provident common stock had a deadline of 5:00 p.m. ET on November 7, 2025 to elect merger consideration.

Will the NBBK–PVBC merger affect Needham's share count?

The companies disclosed that Needham will issue additional shares in connection with the transaction, which causes dilution.