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NB Bancorp, Inc. (NBBK)November 15, 2025. The reporting person holds 12,012 shares of NB Bancorp common stock directly, 36,465 shares indirectly through a revocable trust, and 2,398 shares indirectly through an ESOP. Under the merger agreement, each share of Provident common stock was converted into the right to receive either $13.00 in cash or 0.691 shares of Needham common stock, subject to proration and allocation terms in the merger agreement.
NB Bancorp, Inc., the holding company for Needham Bank, completed its acquisition of Provident Bancorp, Inc. and its subsidiary BankProv on November 15, 2025. A merger subsidiary was first combined with Provident, which then merged into NB Bancorp, followed by BankProv merging into Needham Bank.
Provident shareholders received a mix of stock or cash consideration as set out in the merger agreement, with allocation procedures designed so that 50% of Provident shares received stock consideration and the rest cash. NB Bancorp estimates it issued approximately 5,944,350 shares of its common stock in the transaction, resulting in a pro forma total of about 45,770,800 shares outstanding as of November 12, 2025. The cash portion was funded from NB Bancorp’s cash on hand. Provident stock options were cancelled for cash based on a per share cash equivalent of $12.69. Former Provident CEO Joseph B. Reilly joined the boards of NB Bancorp and Needham Bank and entered into severance and consulting arrangements that include an $800,000 severance payment, Medicare premium reimbursements, a $250,000 non‑compete payment, and monthly consulting fees of $27,500 for 18 months.
NB Bancorp, Inc. filed a Form S-8 to register shares for potential issuance under the BankProv 401(k) Plan, which Needham assumed in connection with its merger with Provident Bancorp and BankProv.
The filing covers Needham common stock that plan participants may purchase through payroll periods between November 15, 2025 and the combination of the BankProv 401(k) Plan with Needham’s existing 401(k) plan, and includes an indeterminate amount of related plan interests.
The merger sequence is scheduled to begin at 12:01 a.m. Eastern on November 15, 2025, followed by holdco and bank mergers, with Needham and Needham Bank as the surviving entities.
NB Bancorp, Inc. (NBBK) filed an 8-K stating that on November 14, 2025, NB Bancorp and Provident Bancorp jointly issued a press release about their proposed merger transactions. The structure includes the merger of a Needham subsidiary into Provident, followed by Provident merging into NB Bancorp, and then BankProv merging into Needham Bank at 12:03 a.m. Eastern Time.
The filing reiterates extensive forward‑looking statement cautions and lists multiple risk factors that could affect outcomes. The press release is furnished as Exhibit 99.1.
NB Bancorp, Inc. filed an amended 8‑K to correct a typographical error in the merger proration results with Provident Bancorp. The Merger Transaction is expected to take effect on November 15, 2025 at 12:01 a.m. Eastern Time. Elections received were approximately 16.31% for stock, 75.33% for cash, and 8.36% with no election.
After applying the allocation and proration procedures in the Merger Agreement, approximately 66.377% of each holder’s cash‑election shares will receive cash and 33.623% will receive stock, while all stock‑election and non‑election shares will receive stock. Needham estimates issuing approximately 5,944,350 shares of its common stock in the merger, with a pro forma total of approximately 45,770,800 shares outstanding as of November 12, 2025. The cash portion will be funded with cash on hand, and existing Needham shares remain unaffected.
NB Bancorp (NBBK) filed an 8-K/A to correct a typographical error in the previously reported proration results for its pending merger with Provident Bancorp. The amendment restates how stock and cash elections will be allocated at closing.
As outlined, the merger targets having 50% of Provident shares receive stock consideration. Of shares outstanding at the election deadline, 16.31% elected stock, 75.33% elected cash, and 8.36% made no election. After proration, 66.377% of each holder’s cash‑election shares will receive cash and 33.623% will receive stock, while all stock‑election and non‑election shares will receive stock.
Needham estimates issuing 5,944,350 shares of its common stock in the merger, leading to a pro forma total of about 45,770,800 shares outstanding as of November 12, 2025. The cash consideration will be funded with cash on hand. The Effective Time is expected at 12:01 a.m. (ET) on November 15, 2025.
NB Bancorp, Inc. (NBBK) outlined final election and proration results for its pending merger with Provident Bancorp, Inc., expected to be effective at 12:01 a.m. (ET) on November 15, 2025. The merger structure targets a mix where 50% of Provident shares receive stock consideration and the remainder receive cash consideration, per the agreement’s allocation procedures.
Holders elected approximately 16.31% for stock, 75.33% for cash, and 8.36% made no election. NB Bancorp estimates issuing about 5,944,350 shares in the transaction, with a pro forma total of approximately 45,770,800 shares outstanding as of November 12, 2025, after applying allocation and proration. Each existing NB Bancorp share remains outstanding. The cash portion of the consideration will be funded from NB Bancorp’s cash on hand.
NB Bancorp (NBBK) reported final election and proration results for its acquisition of Provident Bancorp, ahead of the expected Effective Time at 12:01 a.m. (ET) on November 15, 2025. Elections were approximately 16.31% for stock, 75.33% for cash, and 8.36% no election. After proration, about 66.377% of each holder’s cash‑election shares will receive cash and about 33.623% will receive stock, while all stock‑election and non‑election shares will receive stock.
NB Bancorp estimates issuing approximately 5,944,350 shares of common stock in the merger. On a pro forma basis as of November 12, 2025, total NB Bancorp shares outstanding would be about 45,770,800. Each existing NB Bancorp share remains outstanding. The cash portion of the consideration will be funded with cash on hand.
NB Bancorp (NBBK) disclosed an insider ownership update on Form 4. On 11/10/2025, a director reported a bona fide gift of 2,725 shares at $0. After the transaction, the reporting person held 89,237 shares directly and 60,000 shares indirectly via an IRA. The direct holdings include restricted stock that vests 20% per year commencing on April 24, 2026.
NB Bancorp (NBBK) reported stronger Q3 2025 results. Net income rose to
Total assets reached
Credit metrics were stable: the allowance for credit losses stood at
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