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[Form 4] Provident Bancorp, Inc. /MD/ Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Provident Bancorp, Inc. (PVBC)47,721 shares of common stock. All unvested restricted stock vested at the merger closing and received the same merger consideration, after tax withholding. In addition, 25,500 stock options with an exercise price of $11.17 were cancelled in exchange for cash equal to the excess of the merger consideration over the option exercise price, multiplied by the number of underlying shares, also net of withholding taxes.

Positive
  • None.
Negative
  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
POLLACK DENNIS

(Last) (First) (Middle)
5 MARKET STREET

(Street)
AMESBURY MA 01913

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Provident Bancorp, Inc. /MD/ [ PVBC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/15/2025 D 47,721(2) D (1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $11.17 11/15/2025 D $25,500 01/25/2025 08/20/2034 Common Stock 25,500 (3) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 5, 2025, by and among NB Bancorp, Inc., Needham Bank, 1828 MS, Inc., the Issuer, and BankProv (the "Merger Agreement"), at the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of Common Stock of the Issuer was converted into the right to receive, at the election of the holder, either (i) 0.691 shares of NB Bancorp common stock (the "Stock Consideration") or (ii) $13.00 in cash (the "Cash Consideration"), subject to proration procedures to ensure that 50% of the shares of Provident Bancorp common stock are converted into the Stock Consideration (the "Merger Consideration").
2. Pursuant to the Merger Agreement, all unvested shares of restricted stock automatically vested in full at the Effective Time, and were considered outstanding shares of common stock entitled to receive the Merger Consideration, net of all applicable withholding taxes.
3. Pursuant to the Merger Agreement, each outstanding and unexercised option immediately prior to the Effective Time, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of Common Stock then subject to such option, net of all applicable withholding taxes.
/s/ Ned A. Quint, pursuant to power of attorney 11/17/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction does this Form 4 report for Provident Bancorp (PVBC)?

This Form 4 reports a director’s disposition of Provident Bancorp common stock and stock options in connection with the completion of the merger between Provident Bancorp, Inc. and NB Bancorp, Inc.

How were Provident Bancorp (PVBC) common shares treated in the NB Bancorp merger?

Each Provident Bancorp common share was converted into the right to receive either 0.691 shares of NB Bancorp common stock or $13.00 in cash, subject to proration so that 50% of the shares receive stock consideration.

How many Provident Bancorp shares did the reporting director dispose of?

The reporting director disposed of 47,721 shares of Provident Bancorp common stock as part of the merger consideration.

What happened to unvested restricted stock in the Provident Bancorp merger?

All unvested restricted stock vested in full at the merger effective time and was treated as outstanding common stock entitled to receive the same merger consideration, net of applicable withholding taxes.

How were Provident Bancorp stock options treated in this transaction?

Each outstanding and unexercised option, whether vested or unvested, was cancelled and replaced with a right to receive cash equal to the excess of the merger consideration over the option exercise price, multiplied by the number of underlying shares, net of withholding taxes.

What specific stock options of the director were affected?

The filing shows 25,500 stock options with a per-share exercise price of $11.17 that were cancelled and converted into a cash right based on the merger consideration mechanics.

Provident Bancorp Inc

NASDAQ:PVBC

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PVBC Stock Data

240.07M
15.93M
11.22%
45.44%
1.59%
Banks - Regional
Savings Institutions, Not Federally Chartered
Link
United States
AMESBURY