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):
October 31, 2025
NB BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
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| Maryland |
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001-41899 |
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93-2560883 |
| (State or Other Jurisdiction) |
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(Commission File No.) |
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(I.R.S. Employer |
| of Incorporation) |
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Identification No.) |
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| 1063 Great Plain Avenue, Needham, Massachusetts |
02492 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (781) 444-2100
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 (see General Instruction A.2.
below):
| x | 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:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, Par Value $0.01 Per Share |
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NBBK |
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The Nasdaq Stock Market, LLC |
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 x
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. ¨
On June 5, 2025, NB Bancorp, Inc.
(“Needham”), the holding company for Needham Bank, Needham Bank, 1828 MS Inc., a wholly owned subsidiary of Needham formed
solely to facilitate the transaction (“Merger Sub”), Provident Bancorp, Inc. (“Provident”), the holding company
for BankProv, and BankProv entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the Merger Agreement,
Needham will acquire Provident and BankProv through 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”). After the Holdco
Merger, at a time selected by Needham, BankProv will merge 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”).
On October 31, 2025,
Needham and Provident jointly issued a press release announcing that:
| · | the deadline for holders of Provident common
stock to elect their preferred form of merger consideration by completing the election materials previously sent to such holders is confirmed
as 5:00 p.m. (Eastern Time) on November 7, 2025, unless extended; |
| · | Needham and Provident expect that the Merger
Transaction will become effective shortly after midnight (Eastern Time) on November 15, 2025, and the conversion of BankProv products
and services to Needham Bank’s systems is expected to occur over the weekend beginning on November 15, 2025; and |
| · | November 14, 2025 will be the last day on
which Provident common stock will trade. |
A copy of the October 31,
2025 press release is provided herewith as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
d. The following exhibits are included with this Report:
Exhibit Index
| Exhibit # |
Exhibit Description |
| 99.1 |
Joint press release of NB Bancorp, Inc. and Provident Bancorp, Inc. dated October 31, 2025. |
| 104 |
Cover page interactive data file (formatted as inline XBRL document). |
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Current Report 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 cautions that the forward-looking statements in this Current Report 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 failure to satisfy any of the conditions to the closing of transaction on a timely basis or at all
or other delays in completing the proposed transaction; (11) the occurrence of any event, change or other circumstances that could give
rise to the right of one or both of the parties to terminate the merger agreement; (12) the outcome of any legal proceedings that may
be instituted against Needham or Provident; (13) 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; (14) the possibility
that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
(15) diversion of management’s attention from ongoing business operations and opportunities; (16) potential adverse reactions or
changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction;
(17) the dilution caused by Needham’s issuance of additional shares of its capital stock in connection with the proposed transaction;
(18) a deterioration of the credit rating for U.S. long-term sovereign debt or uncertainty regarding U.S. fiscal debt, deficit and budget
matters; (19) 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; (20) 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; (21) the effects of the current federal government shutdown; and (22) 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.
SIGNATURES
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.
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NB BANCORP, INC. |
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| DATE: October 31, 2025 |
By: |
/s/ Jean-Pierre Lapointe |
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Jean-Pierre Lapointe
Executive Vice President and Chief Financial Officer |
