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

Stilwell Activist Fund and its affiliates have significantly reduced their beneficial ownership in Provident Bancorp, Inc. to 5.44% after the announced sale of the Issuer to NB Bancorp, Inc., expressing satisfaction with the merger outcome.

Summary

• Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, Stilwell Value LLC, and Joseph Stilwell (the "Group") have filed a Fifth Amendment to their Schedule 13D for Provident Bancorp, Inc.
• The Group's beneficial ownership in Provident Bancorp, Inc. has decreased to 968,437 shares, representing approximately 5.44% of the outstanding common stock.
• This reduction follows the announced sale of Provident Bancorp, Inc. to NB Bancorp, Inc. on June 5, 2025.
• The Group expressed pleasure with the Issuer's decision to sell itself and supports the merger, believing it is in the best interests of all shareholders.
• The original purpose of acquiring shares was to profit from market price appreciation by asserting shareholder rights.
• Key historical actions by the Group include receiving Federal Reserve approval to buy up to 14.99% of shares (August 1, 2023) and entering a standstill agreement (October 28, 2023) which led to the appointment of Dennis Pollack to the board (January 25, 2024).
• Members of the Group sold shares of Common Stock on June 6, 2025, June 9, 2025, and June 10, 2025, at average prices ranging from $11.6788 to $11.8656 per share.

Sentiment

Score: 8

Explanation: The reporting Group expresses pleasure and support for the announced merger, indicating a successful outcome for their investment strategy in Provident Bancorp, Inc.

Positives

• The Group is pleased that Provident Bancorp, Inc. has chosen to sell itself.
• The Group supports the merger with 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 appreciation by asserting shareholder rights, appears to have been successful given the merger.

Future Outlook

The reporting Group may seek to make additional purchases or sales of shares of Common Stock. They may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

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

The filing provides extensive historical context on Stilwell Group's activist investment strategy, primarily in publicly-traded financial institutions (banks, bancorps, etc.). Their consistent purpose has been to profit from share appreciation by asserting shareholder rights, often by advocating for sales, mergers, share repurchases, or board representation when they believe asset values are not adequately reflected in market prices. This filing aligns with their historical pattern of exiting positions after a sale or merger is announced.

Comparison to Industry Standards

• The document highlights Stilwell's track record of achieving sales/mergers or shareholder-friendly capital allocation in 76 other publicly-traded companies since 2000, demonstrating a consistent and often successful activist approach within the financial sector.

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 document extensively details historical legal proceedings related to Stilwell Group's activist history with other companies, including lawsuits for shareholder list demands, proxy contests, derivative actions, and motions to compel.

Stakeholder Impact

• Shareholders: The Group believes the merger is in the best interests of all shareholders, implying a positive impact through value maximization.

Next Steps

• Members of the Group may seek to make additional purchases or sales of shares of Common Stock.
• The Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Key Dates

Keywords

Activist investor, Schedule 13D, beneficial ownership, merger, acquisition, financial services, banking, shareholder rights, corporate governance, Provident Bancorp, NB Bancorp, Stilwell