Form 4: Director's Holdings Shift Post-Provident Bancorp Merger

A Form 4 filing reveals Lisa DeStefano's beneficial ownership changes in Provident Bancorp, Inc. following its merger with NB Bancorp, Inc.

Summary

• Lisa DeStefano, a Director of Provident Bancorp, Inc., reported changes in her beneficial ownership due to the company's merger.
• The transactions occurred on November 15, 2025, reflecting the effective date of the merger.
• Provident Bancorp, Inc. was acquired by NB Bancorp, Inc. under an Agreement and Plan of Merger dated June 5, 2025.
• Each outstanding share of Provident Bancorp common stock was converted into either 0.691 shares of NB Bancorp common stock or $13.00 in cash, subject to proration to ensure a 50% stock and 50% cash split.
• All unvested shares of restricted stock automatically vested in full at the Effective Time and were converted into the merger consideration, net of applicable withholding taxes.
• All outstanding and unexercised stock options were cancelled in exchange for cash equal to the product of (i) the excess of the merger consideration over the option's exercise price, multiplied by (ii) the number of shares subject to the option, net of withholding taxes.
• DeStefano disposed of 25,097 shares of Common Stock held directly and 2,000 shares held indirectly by her spouse.
• Stock options for 25,500 shares with an exercise price of $10.40 and options for 24,608 shares with an exercise price of $8.6087 were cancelled.
• Following these transactions, DeStefano's beneficial ownership in Provident Bancorp, Inc. is 0 shares directly and 0 shares indirectly, and 0 derivative securities.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, which is generally a positive event for the acquired company's shareholders, as it provides liquidity or shares in a larger entity. The transactions are a planned outcome of a corporate action, not an unexpected negative event.

Positives

• The completion of the merger provides liquidity or shares in a larger entity to former Provident Bancorp shareholders.
• Unvested restricted stock held by the director automatically vested in full, providing a financial benefit.
• Stock options were cancelled for cash, allowing option holders to realize value from their equity incentives.

Negatives

• Provident Bancorp, Inc. ceased to exist as an independent publicly traded company.
• The common stock of Provident Bancorp, Inc. is no longer traded, impacting former shareholders who did not elect stock consideration.

Future Outlook

The filing details the completed merger of Provident Bancorp, Inc. into NB Bancorp, Inc., indicating that Provident Bancorp, Inc. no longer operates as an independent entity. The future outlook for former Provident Bancorp shareholders is now tied to NB Bancorp, Inc. shares or the cash received from the merger.

Management Comments

• Pursuant to the Agreement and Plan of Merger, 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 0.691 shares of NB Bancorp common stock or $13.00 in cash, subject to proration procedures to ensure that 50% of the shares of Provident Bancorp common stock are converted into the Stock 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.

Industry Context

This filing reflects a consolidation trend within the regional banking sector, where smaller institutions like Provident Bancorp are acquired by larger entities such as NB Bancorp to achieve economies of scale, expand market reach, or enhance competitive positioning. Such mergers often lead to increased market concentration and can impact local banking services and employment.

Comparison to Industry Standards

• The merger consideration of 0.691 shares of NB Bancorp common stock or $13.00 in cash per share for Provident Bancorp common stock is consistent with typical M&A transactions in the banking sector, where a premium is often paid over the pre-announcement trading price.
• The proration mechanism ensuring a 50% stock and 50% cash split is a common structure in bank mergers, balancing immediate liquidity for shareholders with continued equity participation in the combined entity.
• The treatment of unvested restricted stock and stock options, including automatic vesting and cash-out at the merger consideration less exercise price, aligns with standard corporate governance practices in change-of-control events to ensure fair treatment of employee equity incentives.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received cash or stock in NB Bancorp, Inc. for their Provident Bancorp shares, providing liquidity or continued investment in the combined entity.
• Employees: Unvested restricted stock vested, and options were cashed out, providing financial benefit. Integration into NB Bancorp, Inc. may lead to changes in roles or employment.
• Customers: Banking services will transition under the NB Bancorp, Inc. brand and operational structure.

Next Steps

• Former Provident Bancorp shareholders who elected stock consideration will now hold shares in NB Bancorp, Inc.
• Former Provident Bancorp shareholders who elected cash consideration have received their payment.
• NB Bancorp, Inc. will continue to integrate the operations of Provident Bancorp, Inc.

Key Dates

Keywords

Provident Bancorp, NB Bancorp, Merger, Acquisition, Form 4, Beneficial Ownership, Stock Options, Restricted Stock, PVBC, Director