SCHEDULE 13D/A: Activist Investor Stilwell Group Exits Provident Bancorp Stake Following Merger Announcement

Stilwell Activist Fund and its affiliates have significantly reduced their stake in Provident Bancorp, Inc. to below 5% after the company announced its sale to NB Bancorp, Inc., expressing satisfaction with the outcome for shareholders.

Summary

• Stilwell Activist Fund, L.P. and its affiliates (the "Group") have filed their Sixth Amendment to Schedule 13D, reporting a reduction in their beneficial ownership of Provident Bancorp, Inc. common stock.
• As of June 11, 2025, the Group beneficially owned 671,735 shares, representing 3.78% of the outstanding common stock, down from over 5%.
• The reduction in stake follows Provident Bancorp, Inc.'s announced sale to NB Bancorp, Inc. on June 5, 2025.
• The Group expressed pleasure with the Issuer's decision to sell itself and stated support for the merger, believing it is in the best interests of all shareholders.
• The Group's original purpose in acquiring shares was to profit from market price appreciation by asserting shareholder rights.
• Key past actions include receiving Federal Reserve approval to buy up to 14.99% of shares on August 1, 2023, and entering a standstill agreement on October 28, 2023, which led to the appointment of Dennis Pollack to the Issuer's board on January 25, 2024.
• Since the Fifth Amendment, Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners sold shares on June 11 and June 12, 2025, at average prices of $11.9709 and $11.8950 per share, respectively.

Sentiment

Score: 8

Explanation: The sentiment is highly positive from the activist investor's perspective, as they achieved their goal of a merger and are exiting their position, expressing satisfaction with the outcome for shareholders. The document details a successful activist campaign.

Positives

• The activist investor group is "pleased" and "supportive" of Provident Bancorp, Inc.'s announced sale to NB Bancorp, Inc.
• The Group believes the merger outcome is "in the best interests of all shareholders."
• The Group's activist strategy, aimed at profiting from share price appreciation by asserting shareholder rights, appears to have been successful given the announced merger.
• The appointment of Dennis Pollack to the board, a result of the standstill agreement, indicates successful engagement with management.

Risks

• The reporting Group may seek to make additional purchases or sales of shares of Common Stock in the future, which could impact market liquidity or price.

Future Outlook

The Stilwell Group may seek to make additional purchases or sales of Provident Bancorp, Inc. Common Stock in the future. Their broader strategy involves continuing to take activist positions in publicly-traded companies to profit from share price appreciation by asserting shareholder rights, particularly where they believe asset values are not adequately reflected in market prices.

Management Comments

• "We are pleased that the Issuer has chosen to sell itself and are supportive of the merger."
• "We believe this outcome is in the best interests of all shareholders."
• "Our purpose in acquiring shares of Common Stock of the Issuer was to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights."

Industry Context

This filing highlights the ongoing role of activist investors in driving corporate strategic decisions, particularly in the financial services sector. The Stilwell Group's long history of engaging with community banks and other publicly-traded companies, often pushing for mergers, share repurchases, or second-step conversions, demonstrates a persistent trend of shareholder-driven value maximization. The successful outcome for Provident Bancorp, Inc. (a merger) aligns with a common objective of such activist campaigns, suggesting a continued environment where underperforming or undervalued financial institutions may face pressure for strategic alternatives.

Comparison to Industry Standards

• The Stilwell Group has a track record of 76 activist positions since 2000, with many resulting in company sales/mergers or significant shareholder value maximization through share repurchases and special dividends.
• Examples of successful sales/mergers after Stilwell's intervention include Security of Pennsylvania Financial Corp., Cameron Financial Corporation, Jefferson Bancshares, Inc., FedFirst Financial Corporation, and ICC Holdings, Inc.
• The Group has also successfully seated directors on boards, leading to strategic changes and eventual sales, as seen with Oregon Trail Financial Corp., HCB Bancshares, Inc., American Physicians Capital, Inc., and HopFed Bancorp, Inc.
• Their engagement with Provident Bancorp, Inc., leading to a standstill agreement and board appointment, is consistent with their established activist playbook, which has yielded positive outcomes for shareholders in numerous other financial institutions.
• The Group's willingness to pursue legal action, as demonstrated in cases like Peoples Financial Corporation (seeking over $50 million in restitution) and Silvergate Capital Corporation (compelling an annual meeting), indicates a robust and aggressive approach to corporate governance compared to less active institutional investors.

Management Changes

Corporate Governance

Legal Proceedings

• Stilwell Value LLC consented to an SEC administrative cease and desist order on September 25, 2024, for failing to timely file certain beneficial ownership reports (Schedule 13D and 13G), resulting in a $75,000 civil monetary penalty.
• The Stilwell Group filed a complaint in the Chancery Court of Harrison County, Mississippi on July 22, 2022, to compel the production of books and records from Peoples Financial Corporation, which was partially granted on July 18, 2023.
• The Stilwell Group filed a derivative complaint on behalf of Peoples Financial Corporation against its directors on September 29, 2023, for breach of fiduciary duty, seeking damages in excess of $50 million; a motion to dismiss was denied on October 17, 2024, and an interlocutory appeal was denied on April 1, 2025.
• The Stilwell Group filed suit in the Superior Court of California (San Diego County) on December 18, 2023, against Silvergate Capital Corporation to enforce shareholder records inspection rights, which was ordered by the Court on August 9, 2024.
• The Stilwell Group filed suit in Maryland Circuit Court on February 16, 2024, against Silvergate Capital Corporation to compel an annual meeting, which was granted on May 23, 2024, and upheld on appeal.
• The Stilwell Group reached a settlement with Silvergate Capital Corporation on May 13, 2025, pending Bankruptcy Court approval, regarding the common stock remaining outstanding and the Group selecting directors of the reorganized entity.

Related Party Transactions

• The document mentions a Joint Filing Agreement and an Amended and Restated Joint Filing Agreement among the reporting persons (the Group) and a sharing of profits among them, which defines their internal relationship but does not detail transactions with the Issuer beyond share purchases and sales.

Stakeholder Impact

• Shareholders: The Group believes the merger is "in the best interests of all shareholders," suggesting a positive financial outcome for them. The Group's activist approach aims to increase shareholder value through appreciation in market price.
• Management/Board: The Group's engagement led to the appointment of a new director and a standstill agreement, influencing management and board composition and strategy.

Next Steps

• The Stilwell Group may seek to make additional purchases or sales of Provident Bancorp, Inc. Common Stock.
• The merger of Provident Bancorp, Inc. with NB Bancorp, Inc. is pending completion.
• The Stilwell Group continues to engage in activist positions with other companies, including seeking board representation at Peoples Financial Corporation and IF Bancorp, Inc., and working with management at CIB Marine Bancshares, Inc., U & I Financial Corp., and Central Plains Bancshares, Inc.
• The settlement with Silvergate Capital Corporation is pending approval from the Bankruptcy Court, after which the common stock will remain outstanding in a reorganized entity, and the Group will select directors.

Key Dates

Recommendation

Keywords

Provident Bancorp, NB Bancorp, Stilwell Activist Fund, Joseph Stilwell, SEC Filing, Schedule 13D, Activist Investing, Shareholder Rights, Merger, Acquisition, Common Stock, Financial Services, Banking, Corporate Governance, Share Sales