8-K: Provident Bancorp Completes Merger with NB Bancorp

Provident Bancorp has completed its merger with NB Bancorp, resulting in its delisting from NASDAQ and the conversion of its common stock into cash or NB Bancorp shares.

Summary

• The merger of 1828 MS, Inc. with and into Provident Bancorp was consummated, with Provident Bancorp as the surviving entity.
• Immediately thereafter, Provident Bancorp merged with and into NB Bancorp (the HoldCo Merger), and BankProv merged with and into Needham Bank (the Bank Merger).
• Each share of Provident Bancorp common stock outstanding immediately prior to the Effective Time 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.
• The cash and stock consideration was subject to proration procedures to ensure that 50% of Provident Bancorp common stock shares were converted into stock consideration.
• Provident Bancorp common stock was delisted from the NASDAQ Capital Market, effective as of November 15, 2025.
• NB Bancorp, as successor, intends to file a Form 15 with the SEC to terminate the registration of Provident Bancorp common stock and suspend its reporting obligations.

Sentiment

Score: 7

Explanation: The sentiment is generally positive as the merger, a significant strategic event, was successfully completed as planned. For Provident Bancorp shareholders, it represents the realization of their investment through cash or stock consideration. For NB Bancorp, it signifies successful expansion.

Positives

• Provident Bancorp shareholders received merger consideration, providing liquidity or continued investment in the combined entity.
• NB Bancorp successfully completed its strategic acquisition, expanding its market presence and operational scale.

Negatives

• Provident Bancorp ceased to exist as an independent publicly traded company.
• Provident Bancorp shareholders no longer hold direct equity in Provident Bancorp.

Future Outlook

NB Bancorp, as successor to Provident Bancorp, intends to file a certification on Form 15 with the SEC to terminate the registration of Provident Bancorp common stock under Section 12(g) of the Exchange Act and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Industry Context

This merger represents a continuation of consolidation trends within the U.S. regional banking sector, driven by factors such as economies of scale, increased regulatory burdens, and the pursuit of expanded market share and operational efficiencies.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of Provident Bancorp: Received merger consideration (cash or NB Bancorp common stock) and ceased to be stockholders of Provident Bancorp.
• Employees of Provident Bancorp/BankProv: Likely subject to integration plans and potential changes under NB Bancorp/Needham Bank management.
• Customers of BankProv: Now customers of Needham Bank, potentially experiencing changes in services or branding.

Next Steps

• NB Bancorp to file Form 15 with the SEC to terminate Provident Bancorp's registration under Section 12(g) of the Exchange Act.
• NB Bancorp to suspend Provident Bancorp's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Key Dates

Keywords

Merger, Acquisition, Banking, Financial Services, Provident Bancorp, NB Bancorp, BankProv, Needham Bank, NASDAQ Delisting, Stock Consideration, Cash Consideration