Form 4: Provident Bancorp CFO Exits Holdings Post-Merger

Provident Bancorp's EVP and CFO, Kenneth R. Fisher, reported the disposition of all his common stock and stock options following the merger with NB Bancorp.

Summary

• Kenneth R. Fisher, Executive Vice President and Chief Financial Officer of Provident Bancorp, Inc. (PVBC), reported changes in his beneficial ownership.
• The transactions occurred on November 15, 2025, as a direct result of the merger between Provident Bancorp, Inc. and NB Bancorp, Inc.
• Fisher disposed of 25,000 shares of Provident Bancorp Common Stock, which were converted into merger consideration.
• He also disposed of 20,000 stock options with an exercise price of $11.17, which were cancelled in exchange for cash.
• Following these transactions, Fisher beneficially owns 0 shares of Provident Bancorp Common Stock and 0 derivative securities.
• The merger agreement, dated June 5, 2025, stipulated that each Provident Bancorp common stock share would convert into either 0.691 shares of NB Bancorp common stock or $13.00 in cash, subject to proration ensuring a 50% stock and 50% cash split.
• Unvested restricted stock automatically vested in full at the effective time of the merger and were converted into merger consideration, net of taxes.
• Outstanding and unexercised options were cancelled for cash, calculated as the product of (merger consideration exercise price) multiplied by the number of shares, net of taxes.

Sentiment

Score: 7

Explanation: The filing reports the expected completion of a merger, which is generally positive for shareholders receiving consideration. For the reporting person, it represents a mandatory disposition of holdings due to the corporate event, which is neutral in sentiment but a significant change in ownership.

Positives

• The completion of the merger provides liquidity or shares in the acquiring entity to former Provident Bancorp shareholders.
• Unvested restricted stock held by executives, including Kenneth R. Fisher, automatically vested in full at the effective time of the merger, providing immediate value.

Negatives

• Provident Bancorp, Inc. ceases to exist as an independent publicly traded entity following the merger.
• The disposition of all securities by the EVP and CFO signifies the end of his beneficial ownership in the acquired company.

Risks

• Shareholders electing cash consideration or stock consideration were subject to proration procedures, which could result in receiving a mix different from their election.
• The cash consideration for options was subject to the merger consideration exceeding the per share exercise price, meaning options 'out of the money' would yield no value.

Future Outlook

The filing primarily details a completed merger, indicating that Provident Bancorp, Inc. will no longer operate as an independent entity. The future outlook for former Provident Bancorp shareholders is now tied to NB Bancorp, Inc. for those who received stock consideration, or a cash payout for those who received cash.

Industry Context

This merger reflects a continuing trend of consolidation within the U.S. banking sector, particularly among regional and community banks, driven by factors such as economies of scale, increased regulatory burdens, and the pursuit of enhanced market share and operational efficiencies.

Comparison to Industry Standards

• The merger consideration structure, offering a choice between stock and cash consideration subject to proration, is a common approach in bank mergers to balance shareholder preferences and the acquiring company's capital structure goals.
• The automatic vesting of unvested restricted stock upon merger completion is a standard provision in change-of-control clauses within executive compensation agreements across various industries, including banking.
• The cancellation of stock options for cash based on the difference between merger consideration and exercise price is also a typical method for handling outstanding equity awards in an acquisition scenario.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of Provident Bancorp, Inc. receive either cash or shares in NB Bancorp, Inc., providing a return on their investment.
• Employees of Provident Bancorp may experience changes in employment terms, roles, or organizational structure as a result of integration with NB Bancorp, Inc.

Next Steps

• Former Provident Bancorp shareholders will receive their merger consideration (either NB Bancorp stock, cash, or a combination) as per the proration procedures.
• NB Bancorp, Inc. will proceed with the integration of Provident Bancorp's operations.

Key Dates

Keywords

Provident Bancorp, NB Bancorp, Merger, Form 4, Insider Transaction, Stock Options, Restricted Stock, Executive Compensation, PVBC, Kenneth R. Fisher, Banking Sector Consolidation