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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):
November 14, 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):
| ¨ | 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.
As
previously disclosed, 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 through the merger of Merger Sub
with and into Provident, with Provident as the surviving entity (the “Merger”), followed by the merger of Provident with and
into Needham, with Needham as the surviving entity (the “Holdco Merger”). Immediately following the Holdco Merger, at 12:03
a.m. (Eastern Time), 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 November 14,
2025, Needham and Provident jointly issued a press release announcing that:
| · | All closing conditions under the Merger Agreement
have been satisfied and the parties have initiated steps to complete the Merger Transactions. |
| · | 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. |
| · | 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 and Provident announced the results
of the allocation and proration procedures set forth in the Merger Agreement. |
| · | November 14, 2025 will be the last day on
which Provident common stock will trade. |
A copy of
the November 14, 2025 press release is provided herewith as Exhibit 99.1 and incorporated herein by reference.
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 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.
| Item 9.01. | Financial Statements and Exhibits. |
d. The following exhibits are included with this
Report:
| Exhibit Index |
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| Exhibit # |
Exhibit Description |
| 99.1 |
Joint press release of NB Bancorp, Inc. and Provident Bancorp, Inc. dated November 14, 2025. |
| 104 |
Cover page interactive data file (formatted as inline XBRL document). |
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: November 14, 2025 |
By: |
/s/ Jean-Pierre Lapointe |
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Jean-Pierre Lapointe
Executive Vice President and Chief Financial Officer |
