Provident Bancorp Inc SEC Filings

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.

Provident Bancorp, Inc. (PVBC) has completed its previously announced merger with NB Bancorp, Inc. and related entities. Effective at 12:01 a.m. Eastern Time on November 15, 2025, 1828 MS, Inc. merged into Provident Bancorp, which then merged into NB Bancorp, and BankProv merged into Needham Bank, completing the overall transaction.

Each share of Provident Bancorp common stock outstanding immediately before the effective time 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 Provident shares are exchanged for stock. Cash is paid instead of fractional NB Bancorp shares.

As a result of the merger, Provident Bancorp common stock will be delisted from NASDAQ, its registration under the Exchange Act will be terminated, and former Provident stockholders now only have rights to receive the merger consideration. Provident’s directors and executive officers have ceased serving, and NB Bancorp continues as the surviving entity’s governing framework.

Provident Bancorp (PVBC) reported stronger Q3 2025 results and advanced its merger process. Net income rose to $2.670 million from $716 thousand a year ago, with diluted EPS of $0.16. Net interest and dividend income was $13.186 million versus $12.409 million last year.

Total assets were $1.492 billion, down from $1.593 billion at year-end. Loans stood at $1.271 billion, and deposits were $1.232 billion. Borrowings declined sharply to $7.462 million from $44.563 million, reflecting reduced short-term debt. The allowance for credit losses on loans was $20.414 million. Nonaccrual loans increased, led by enterprise value credits at $32.422 million.

Merger update: Shareholders approved the acquisition by NB Bancorp. Holders may elect either 0.691 NB Bancorp shares or $13.00 in cash per PVBC share, subject to proration to deliver 50% stock consideration. All required regulatory approvals were received, and closing is expected on or about November 15, 2025. As of November 3, 2025, shares outstanding were 17,782,946.

Provident Bancorp, Inc. (PVBC) furnished an earnings press release for the quarter ended September 30, 2025. The company reported that, on October 23, 2025, it issued a press release detailing its quarterly results, which is attached as Exhibit 99.1. The disclosure is being furnished under Item 2.02 and is not deemed filed for purposes of Section 18 of the Exchange Act. The filing confirms PVBC’s common stock trades on The NASDAQ Stock Market LLC under the symbol PVBC.

Provident Bancorp, Inc. reported the results of a Special Meeting of Stockholders held September 16, 2025 to vote on a proposed acquisition by NB Bancorp, Inc. (Needham). Stockholders approved the Agreement and Plan of Merger with Needham by a vote of 11,985,629 in favor, 103,856 opposed and 2,153 abstentions. An advisory (non-binding) vote on specified compensation for the company’s named executive officers in connection with the merger received 7,305,003 votes in favor, 4,397,758 opposed and 388,877 abstentions. The meeting related to proposals described in the joint proxy statement/prospectus filed by Needham on Form S-4 and supplemented by the Company’s Form 8-K filed September 5, 2025.

Provident Bancorp, Inc. (PVBC) received a Schedule 13G/A filing from a group of related filers — M3 Funds, LLC; M3 Partners, LP; M3F, Inc.; Jason A. Stock; and William C. Waller — reporting that none of the filers hold beneficial ownership in the company's common stock (CUSIP 74383L105). The filing notes the reportable event date of 06/30/2025 and includes signatures dated 08/14/2025. The registrants list Provident Bancorp's executive office at 5 Market Street, Amesbury, MA, and indicate 0 shares (0%) beneficially owned by each reporting person, with no sole or shared voting or dispositive power.

The document is a routine amendment to Schedule 13G/A clarifying ownership positions and contains no disclosed acquisitions, dispositions, or holdings that would affect control of the issuer.

NB Bancorp (NBBK) will acquire Provident Bancorp (PVBC) and its subsidiary BankProv through a three-step merger structure. Merger Sub will first merge into PVBC, then PVBC into NBBK, followed by BankProv into Needham Bank. Completion is targeted for Q4 2025, pending shareholder and regulatory approvals.

Consideration: For each PVBC share, holders may elect (i) 0.691 NBBK shares or (ii) $13.00 cash; elections are prorated so that total consideration is 50 % stock / 50 % cash. Using NBBK’s prices of $16.65 on 5-Jun-25 and $17.99 on 29-Jul-25, the stock option implied $11.51 and $12.43 per PVBC share, respectively; the fixed cash option represents a ~14 % premium to the pre-announcement PVBC price of $11.37.

Ownership & dilution: PVBC holders will own ~14.54 % of the combined company; NBBK issues ~5.9 m new shares.

Key dates & votes: PVBC special meeting held virtually on 16-Sep-2025; merger needs majority of outstanding PVBC shares. No appraisal rights are available.

Other terms: $8.5 m termination fee payable by PVBC in certain circumstances; all PVBC equity awards vest at closing. Executive “golden-parachute” compensation will be subject to an advisory vote. Regulatory approvals required from the Federal Reserve and Massachusetts Commissioner of Banks.