Provident Bancorp insider Form 4 details $13 cash or 0.691-share deal
Rhea-AI Filing Summary
Provident Bancorp, Inc. (PVBC) director reported the disposition of all common shares and stock options in connection with the company’s merger with NB Bancorp, Inc. Under the merger agreement, each PVBC common share was converted at closing into either 0.691 shares of NB Bancorp common stock or $13.00 in cash, with proration to keep roughly half of the shares in stock and half in cash. The director’s directly held shares and shares held through an IRA, spouse, and children all went to zero as they were converted into this merger consideration. Unvested restricted stock fully vested at the effective time and was treated as outstanding for payment. All outstanding stock options, including options with exercise prices of $10.40 and $8.6087 covering 25,500 and 21,108 shares of common stock, were cancelled and exchanged for cash equal to their in-the-money value, after taxes.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options | 0 | $0.00 | -- |
| Disposition | Stock Options | 0 | $0.00 | -- |
| Disposition | Common Stock | 39,728 | $0.00 | -- |
| Disposition | Common Stock | 7,583 | $0.00 | -- |
| Disposition | Common Stock | 7,426 | $0.00 | -- |
| Disposition | Common Stock | 302 | $0.00 | -- |
| Disposition | Common Stock | 151 | $0.00 | -- |
| Disposition | Common Stock | 151 | $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.
