Form 4: Director's Provident Bancorp Shares Convert in Merger

Provident Bancorp director Laurie H. Knapp converted all beneficial ownership of common stock and stock options into merger consideration following the NB Bancorp acquisition.

Summary

• Laurie H. Knapp, a Director of Provident Bancorp, Inc. (PVBC), reported the disposition of all her beneficial ownership in the company's common stock and stock options.
• The transactions occurred on November 15, 2025, which was the effective time of the merger between Provident Bancorp, Inc. and NB Bancorp, Inc.
• A total of 55,341 shares of common stock were disposed of, including 39,728 directly owned shares and 15,663 indirectly owned shares through an IRA, spouse, and sons.
• Each outstanding share of Provident Bancorp common stock 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 ensuring 50% stock and 50% cash consideration.
• All unvested shares of restricted stock automatically vested in full at the effective time of the merger and were converted into the merger consideration, net of applicable withholding taxes.
• A total of 46,608 stock options were cancelled, including 25,500 options with an exercise price of $10.4 and 21,108 options with an exercise price of $8.6087.
• Each outstanding and unexercised option was cancelled in exchange for cash equal to the product of (i) the excess of the merger consideration over the per share exercise price, multiplied by (ii) the number of shares subject to the option, net of applicable withholding taxes.

Sentiment

Score: 7

Explanation: The filing reports the completion of a pre-announced merger, a significant corporate event. For the reporting person, it signifies the planned conversion of holdings into merger consideration, providing a clear exit for shareholders and option holders under defined terms.

Positives

• The completion of the merger provides a clear exit strategy and liquidity for Provident Bancorp shareholders and option holders.
• Unvested restricted stock held by insiders, including the reporting person, automatically vested in full at the effective time of the merger.
• Stock options were converted into cash, providing a payout for in-the-money options.

Negatives

• Provident Bancorp, Inc. ceases to exist as an independent publicly traded entity.
• The reporting person no longer holds beneficial ownership in Provident Bancorp, Inc. common stock or options.

Future Outlook

NA

Industry Context

The transaction reflects ongoing consolidation trends within the regional banking sector, where smaller institutions merge to achieve scale, enhance market presence, and potentially improve operational efficiencies.

Comparison to Industry Standards

• The merger consideration of $13.00 cash or 0.691 shares of NB Bancorp common stock per Provident Bancorp share can be benchmarked against recent regional bank mergers, which often involve a mix of cash and stock to balance immediate shareholder value with participation in the combined entity's future growth.
• Specific comparable companies or projects are not detailed in this filing, but similar transactions in the New England banking market could include recent acquisitions by larger regional players.

Stakeholder Impact

• Shareholders of Provident Bancorp, Inc. received merger consideration (cash or NB Bancorp stock) for their shares, concluding their investment in the independent entity.
• Holders of Provident Bancorp stock options received cash payouts for their options, based on the merger consideration and exercise prices.
• Laurie H. Knapp, as a director, converted all her beneficial ownership in Provident Bancorp, Inc. due to the merger, implying the cessation of her directorship with the acquired entity.

Key Dates

Keywords

Provident Bancorp, PVBC, NB Bancorp, Merger, Acquisition, Form 4, Insider Transaction, Beneficial Ownership, Common Stock, Stock Options, Laurie H. Knapp, Banking Sector