[Form 4] Provident Bancorp, Inc. /MD/ Insider Trading Activity
Rhea-AI Filing Summary
Provident Bancorp, Inc. (PVBC) director filed a Form 4 reporting the disposition of common stock and stock options in connection with the company’s merger. Under the merger agreement with NB Bancorp, 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 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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options | 0 | $0.00 | -- |
| Disposition | Common Stock | 408 | $0.00 | -- |
| Disposition | Common Stock | 15,210 | $0.00 | -- |
Footnotes (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.
