PVBC director Form 4 details $13.00-per-share NB Bancorp merger terms

Rhea-AI Filing Summary

Provident Bancorp, Inc. (PVBC) director files Form 4 reporting merger-related transactions. On 11/15/2025, the reporting person disposed of 23,683 shares of common stock held directly, 6,689 shares held in an IRA, and 202 shares held as custodian for a child, reflecting completion of the company’s merger with NB Bancorp, Inc.

Under the merger agreement, each PVBC 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 PVBC shares receive stock consideration. All unvested restricted stock vested at the effective time and received the same merger consideration. Outstanding stock options with exercise prices of $10.40 and $8.6087 covering 25,500 and 24,608 shares were cancelled in exchange for cash based on the merger consideration.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Cousins Frank G Jr

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options	0	$0.00	--
Disposition	Stock Options	0	$0.00	--
Disposition	Common Stock	23,683	$0.00	--
Disposition	Common Stock	6,689	$0.00	--
Disposition	Common Stock	202	$0.00	--

Holdings After Transaction: Stock Options — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By IRA)

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^*

Cousins Frank G Jr

(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		23,683(2)	D	(1)	0	D
Common Stock	11/15/2025		D		6,689	D	(1)	0	I	By IRA
Common Stock	11/15/2025		D		202	D	(1)	0	I	As Custodian for child

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	$10.4	11/15/2025		D			$25,500	11/24/2021	11/24/2030	Common Stock	25,500	(3)	0	D
Stock Options	$8.6087	11/15/2025		D			$24,608	11/17/2017	11/17/2026	Common Stock	24,608	(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.
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FAQ

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

The Form 4 reports that a director of Provident Bancorp, Inc. (PVBC) disposed of common shares and stock options on 11/15/2025 in connection with the closing of the company’s merger with NB Bancorp, Inc..

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

Each issued and outstanding PVBC common share was converted into the right to receive, at the holder’s election, either 0.691 shares of NB Bancorp common stock or $13.00 in cash, subject to proration so that 50% of PVBC shares receive stock consideration.

What happened to the director’s PVBC common stock holdings?

On 11/15/2025, the director reported disposition of 23,683 shares held directly, 6,689 shares held through an IRA, and 202 shares held as custodian for a child, all reflecting conversion into the agreed merger consideration.

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

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

What happened to the director’s Provident Bancorp stock options?

Each outstanding and unexercised PVBC stock option, whether vested or unvested, was cancelled at the effective time in exchange for cash equal to the excess of the merger consideration over the option’s per share exercise price, multiplied by the number of shares subject to the option, net of withholding taxes.

Which specific option grants are disclosed in this Form 4 for PVBC?

The filing shows cancellation of stock options with exercise prices of $10.40 and $8.6087, originally exercisable for 25,500 and 24,608 PVBC common shares, respectively. After the reported transactions, the number of these derivative securities beneficially owned is 0.