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

Provident Bancorp's President and CEO, Joseph B. Reilly, reported the disposition of all his beneficial ownership in the company's common stock and stock options following the merger with NB Bancorp.

Summary

• Joseph B. Reilly, President and CEO and a Director of Provident Bancorp, Inc. (PVBC), reported changes in his beneficial ownership.
• The transactions occurred on November 15, 2025, pursuant to the Agreement and Plan of Merger dated June 5, 2025, between NB Bancorp, Inc., Needham Bank, 1828 MS, Inc., Provident Bancorp, Inc., and BankProv.
• All outstanding shares of Provident Bancorp common stock were converted into the right to receive either 0.691 shares of NB Bancorp common stock or $13.00 in cash, subject to proration to ensure 50% stock and 50% cash consideration.
• Mr. Reilly disposed of 17,384 shares of common stock held directly, 52,773 shares held indirectly by a revocable trust, and 3,471 shares held indirectly by an ESOP.
• 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.
• All outstanding and unexercised stock options were cancelled in exchange for a cash payment 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.
• Mr. Reilly's stock options for 25,500 shares (exercise price $10.4) and 24,598 shares (exercise price $13.4574) were cancelled.
• Following these transactions, Mr. Reilly's beneficial ownership of Provident Bancorp common stock and derivative securities is 0.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it marks the end of Provident Bancorp as an independent entity, the merger's completion provides a defined outcome and consideration for shareholders and option holders, which is generally a positive resolution for a corporate transaction.

Positives

• The merger agreement has been executed, providing consideration to Provident Bancorp shareholders and option holders.
• Unvested restricted stock automatically vested, allowing holders to receive merger consideration.

Negatives

• Provident Bancorp, Inc. ceases to exist as an independent publicly traded entity following the merger.
• The reporting person, a key executive, no longer holds beneficial ownership in the merged entity (Provident Bancorp).

Future Outlook

This filing reports a completed transaction and does not contain forward-looking statements or guidance.

Industry Context

This transaction reflects a consolidation event within the banking sector, where Provident Bancorp, Inc. has been acquired by NB Bancorp, Inc. Such mergers are common in the financial industry, driven by factors like economies of scale, market expansion, and competitive pressures.

Stakeholder Impact

• Shareholders of Provident Bancorp, Inc. received merger consideration (cash or NB Bancorp stock) for their shares.
• Employees holding stock options, such as the CEO, received cash payments for their cancelled options, net of taxes.

Key Dates

Keywords

Provident Bancorp, PVBC, NB Bancorp, Merger, Form 4, Insider Transaction, Stock Options, Common Stock, Joseph B. Reilly, Corporate Acquisition