PVBC Form 4: 0.691 share election and option cancellation terms

Rhea-AI Filing Summary

Provident Bancorp, Inc. EVP and CFO filed a Form 4 reporting changes to his holdings tied to the merger with NB Bancorp, Inc. As of the 11/15/2025 transaction, 25,000 shares of common stock were disposed of, leaving 0 shares beneficially owned. Under the merger terms, each share of Provident Bancorp common stock 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 Provident Bancorp shares receive stock consideration. All unvested restricted stock vested at the effective time and was treated as outstanding for receiving this merger consideration. Outstanding stock options covering 20,000 shares at a per share exercise price of $11.17 were cancelled in exchange for a cash amount based on the excess of the merger consideration over the exercise price, after applicable withholding taxes.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fisher Kenneth R

Role EVP and CFO

Type	Security	Shares	Price	Value
Disposition	Stock Options	0	$0.00	--
Disposition	Common Stock	25,000	$0.00	--

Holdings After Transaction: Stock Options — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

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"). 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Fisher Kenneth R

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

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		25,000(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			$20,000	02/08/2025	08/20/2034	Common Stock	20,000	(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).
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FAQ

What did PVBC EVP and CFO report on this Form 4?

The EVP and CFO of Provident Bancorp, Inc. (PVBC) reported a merger-related disposition of 25,000 shares of common stock on 11/15/2025, resulting in 0 shares beneficially owned after the transaction.

What are the merger consideration terms for Provident Bancorp (PVBC) shareholders?

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

How were restricted stock awards of PVBC treated in the merger?

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

What happened to the PVBC stock options held by the reporting person?

Stock options covering 20,000 shares with a per share exercise price of $11.17 were cancelled at the effective time in exchange for cash. The cash amount equals the product of the excess of the merger consideration over the exercise price, multiplied by the number of shares subject to the option, after withholding taxes.

What is the relationship of the reporting person to Provident Bancorp (PVBC)?

The reporting person is an officer of Provident Bancorp, Inc., serving as EVP and CFO, and filed this Form 4 as an individual reporting person.

Was the PVBC Form 4 filed by more than one reporting person?

No. The Form 4 indicates it was filed by one reporting person, not by a group or joint filers.

On what date did the earliest reported transaction for this PVBC Form 4 occur?

The earliest reported transaction date for this Form 4 related to Provident Bancorp, Inc. (PVBC) is 11/15/2025.