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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)0.691 shares of NB Bancorp common stock or $13.00 in cash, subject to proration so that 50% of the shares are exchanged for stock and 50% for cash. All unvested restricted stock fully vested at the merger’s effective time and became eligible for this consideration. Each outstanding stock option was cancelled in exchange for cash equal to the excess, if any, of the merger consideration over its exercise price, multiplied by the number of option shares.

Positive
  • None.
Negative
  • None.

Insights

PVBC’s Form 4 clarifies how its merger converted insider equity into stock or cash.

The filing describes how a Provident Bancorp director’s holdings were treated when the merger with NB Bancorp closed. Each Provident Bancorp common share became the right to receive either $13.00 in cash or 0.691 NB Bancorp shares, with proration to keep the overall mix at 50% stock and 50% cash. This sets the economic terms applied to insider equity at the effective time.

Unvested restricted shares automatically vested and were counted as outstanding, so they received the same merger consideration as regular common stock. Options did not convert into stock; instead, they were cancelled for cash equal to the amount by which the merger consideration exceeded the option’s exercise price, if at all, times the number of underlying shares.

This type of treatment is typical in bank mergers and mainly clarifies mechanics for insider equity rather than introducing new economics. It documents how director holdings were settled as of the merger effective date under the previously agreed terms.

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*
Curran Kathleen Chase

(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 408 D (1) 0 I By IRA
Common Stock 11/15/2025 D 15,210(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 $17.41 11/15/2025 D $25,500 01/27/2023 01/27/2032 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.
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