[8-K] Provident Bancorp, Inc. /MD/ Reports Material Event

Rhea-AI Filing Summary

Provident Bancorp, Inc. reported the results of a Special Meeting of Stockholders held September 16, 2025 to vote on a proposed acquisition by NB Bancorp, Inc. (Needham). Stockholders approved the Agreement and Plan of Merger with Needham by a vote of 11,985,629 in favor, 103,856 opposed and 2,153 abstentions. An advisory (non-binding) vote on specified compensation for the company’s named executive officers in connection with the merger received 7,305,003 votes in favor, 4,397,758 opposed and 388,877 abstentions. The meeting related to proposals described in the joint proxy statement/prospectus filed by Needham on Form S-4 and supplemented by the Company’s Form 8-K filed September 5, 2025.

Positive

• Merger agreement approved by a large margin: 11,985,629 votes in favor versus 103,856 opposed
• Meeting completed and vote results formally recorded, advancing the transaction process

Negative

• Advisory compensation vote showed substantial opposition: 4,397,758 votes against (non-binding)
• Report lacks any disclosure here of closing conditions, timing, or transaction consideration in this filing

Insights

M&A Specialist

TL;DR: Stockholders approved the merger agreement decisively, clearing a key corporate-approval hurdle for closing.

The vote totals show strong affirmative support for the merger agreement with 11,985,629 shares voting for versus 103,856 against, indicating decisive shareholder authorization to proceed under the terms disclosed in the joint proxy/prospectus. The advisory vote on executive compensation was mixed but non-binding, with a substantial minority opposing (4,397,758 votes), which may prompt parties to note stakeholder concerns though it does not legally block the transaction. This filing solely reports vote outcomes; it does not disclose closing conditions, timing, or payments.

Corporate Governance Expert

TL;DR: Formal shareholder approval for the merger was obtained, while advisory compensation support was narrower and non-binding.

The record shows the company satisfied the shareholder approval requirement for the merger agreement by a large margin, as reflected in the vote breakdown. The advisory compensation proposal garnered majority support but included a meaningful opposition block and notable abstentions, which governance committees and acquirers often review for stakeholder sentiment. The report references the S-4 and a prior 8-K supplement for detailed transaction terms.

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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): September 16, 2025

PROVIDENT BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland		001-39090		84-4132422
(State or Other Jurisdiction		(Commission File No.)		(I.R.S. Employer
of Incorporation)				Identification No.)
	5 Market Street, Amesbury, Massachusetts		01913
	(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 487-2977

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:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock		PVBC		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                ☐

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.  ☐

Item 5.07: Submission of Matters to a Vote of Security Holders

On September 16, 2025, Provident Bancorp, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Meeting”). The Meeting was held for the purpose of considering and voting on proposals related to the proposed acquisition of the Company by NB Bancorp, Inc (“Needham”). The proposals are described in detail in the joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Needham with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2025, as supplemented by the Current Report on Form 8-K filed by the Company with the SEC on September 5, 2025.  

Proposal 1: to approve the Agreement and Plan of Merger, dated as of June 5, 2025 (the “merger agreement”), by and among Needham, Needham Bank, 1828 MS, Inc., the Company, and BankProv, and to approve the transactions contemplated by the merger agreement, including the merger of 1828 MS, Inc. with and into the Company, with the Company as the surviving entity (the “Merger”)

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	11,985,629	103,856	2,153	0

Proposal 2: to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the Merger.

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	7,305,003	4,397,758	388,877	0

Item 9.01: Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the 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.

		PROVIDENT BANCORP, INC.
Date: September 17, 2025		By:	/s/ Joseph B. Reilly
			Joseph B. Reilly
			President and Chief Executive Officer

FAQ

Did PVBC stockholders approve the merger with NB Bancorp (Needham)?

Yes. The merger agreement was approved with 11,985,629 votes in favor, 103,856 against and 2,153 abstentions.

What were the results of the advisory vote on executive compensation related to the merger?

The advisory (non-binding) compensation proposal received 7,305,003 votes in favor, 4,397,758 against and 388,877 abstentions.

When was the Provident Bancorp special meeting held?

The Special Meeting of Stockholders was held on September 16, 2025.

Where can I find more details about the merger terms?

Details are in the joint proxy statement/prospectus filed on Form S-4 by Needham on July 2, 2025 and supplemented by Provident Bancorp’s Form 8-K filed September 5, 2025.

Is the advisory compensation vote binding?

No. The filing states the compensation vote is advisory (non-binding).