PVBC Form 4: Director reports stock and option payout in merger

Rhea-AI Filing Summary

Provident Bancorp, Inc. (PVBC) director filed a Form 4 reporting the automatic disposition of shares and stock options in connection with the merger with NB Bancorp, Inc., Needham Bank and related entities. Under the Merger Agreement, 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 shares receive stock consideration and 50% receive cash. The director reported 25,097 shares of common stock held directly and 2,000 shares held indirectly by a spouse being disposed of at the merger effective time. In addition, stock options for 25,500 shares at a $10.4 exercise price and 24,608 shares at an $8.6087 exercise price were cancelled in exchange for cash equal to the excess of the merger consideration over the exercise price, multiplied by the number of shares underlying each option.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider DeStefano Lisa

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options	0	$0.00	--
Disposition	Stock Options	0	$0.00	--
Disposition	Common Stock	25,097	$0.00	--
Disposition	Common Stock	2,000	$0.00	--

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

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

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^*

DeStefano Lisa

(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		25,097(2)	D	(1)	0	D
Common Stock	11/15/2025		D		2,000	D	(1)	0	I	By Spouse

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.
* 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 did the Provident Bancorp (PVBC) director report in this Form 4?

The director reported the automatic disposition of Provident Bancorp common shares and the cancellation of stock options in connection with the merger described in the Merger Agreement.

What merger consideration did Provident Bancorp (PVBC) shareholders receive?

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 shares receive stock and 50% receive cash.

How many Provident Bancorp (PVBC) shares did the director dispose of?

The director reported 25,097 shares of common stock held directly and 2,000 shares held indirectly through a spouse being disposed of at the merger effective time.

What happened to the director’s restricted stock in Provident Bancorp (PVBC)?

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 (PVBC) stock options treated in the merger?

Each outstanding, unexercised option was cancelled in exchange for cash equal to the excess, if any, of the merger consideration over the option’s per share exercise price, multiplied by the number of shares subject to the option, net of applicable withholding taxes.

Which specific Provident Bancorp (PVBC) option grants were reported?

The filing shows options on 25,500 shares with a $10.4 exercise price (granted 11/24/2021, expiring 11/24/2030) and 24,608 shares with an $8.6087 exercise price (granted 11/17/2017, expiring 11/17/2026) being cancelled for cash under the merger terms.

What is the director’s relationship to Provident Bancorp (PVBC) after this Form 4?

The Form 4 identifies the reporting person as a director of Provident Bancorp, Inc., and reports that the common stock and options listed were disposed of or cancelled at the merger effective time.