Form 4: Provident Bancorp COO Exits Holdings Post-Merger

Provident Bancorp's EVP and COO, Joseph Mancini, disposed of all his direct and indirect equity and derivative holdings following the merger with NB Bancorp.

Summary

• Joseph Mancini, EVP and COO of Provident Bancorp, Inc., reported the disposition of all his beneficial ownership in the company.
• This disposition occurred on November 15, 2025, as a result of the merger between Provident Bancorp, Inc. and NB Bancorp, Inc., as per the Agreement and Plan of Merger dated June 5, 2025.
• Directly owned common stock totaling 14,628 shares were disposed of.
• Indirectly owned common stock of 7,926 shares (via ESOP) and 1,914 shares (via 401(k)) were also disposed of.
• All unvested shares of restricted stock automatically vested in full at the Effective Time of the merger and were converted into merger consideration, net of applicable withholding taxes.
• Outstanding and unexercised stock options with exercise prices of $9.55 (28,000 shares) and $15 (30,000 shares) were cancelled in exchange for cash.
• The merger consideration for common stock was either 0.691 shares of NB Bancorp common stock or $13.00 in cash, subject to proration procedures to ensure a 50% stock and 50% cash split.
• Options were cancelled 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 such option, net of applicable withholding taxes.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, which typically represents a positive outcome for the acquired company's shareholders and management, as evidenced by the cash-out of equity and options. The disposition of all holdings by a key executive is a natural consequence of such an event.

Positives

• The merger provided a liquidity event for Provident Bancorp shareholders and option holders, including the reporting person.
• Unvested restricted stock automatically vested in full at the Effective Time, benefiting the reporting person by converting into merger consideration.

Negatives

• The reporting person no longer holds any direct or indirect beneficial ownership in Provident Bancorp, Inc., indicating the cessation of his equity stake in the acquired entity.

Future Outlook

This Form 4 reports a completed transaction related to a merger and does not contain forward-looking statements or guidance regarding future performance or strategic direction.

Industry Context

This filing reflects a consolidation event within the banking sector, where Provident Bancorp, Inc. was acquired by NB Bancorp, Inc. Such mergers are a common trend in the financial industry, often driven by factors like economies of scale, market expansion, and the pursuit of increased operational efficiency.

Comparison to Industry Standards

• The merger consideration structure, offering shareholders an election between cash and stock consideration with proration, is a standard mechanism in M&A transactions within the financial industry, designed to balance shareholder preferences and the acquirer's capital structure.
• The treatment of unvested restricted stock (automatic vesting) and stock options (cash-out based on the spread between merger consideration and exercise price) aligns with typical change-of-control provisions found in executive compensation agreements during corporate mergers.

Management Changes

Stakeholder Impact

• Shareholders of Provident Bancorp: Received merger consideration (cash or NB Bancorp stock), signifying a liquidity event and a change in their investment.
• Employees (including Joseph Mancini) holding Provident Bancorp equity: Unvested restricted stock vested, and options were cashed out, providing a financial benefit related to their equity compensation.

Next Steps

• Joseph Mancini's holdings in Provident Bancorp are now zero, indicating the completion of his equity relationship with the acquired entity.
• Shareholders of Provident Bancorp would have received their merger consideration (cash or NB Bancorp stock) as a result of the completed transaction.

Key Dates

Keywords

Provident Bancorp, PVBC, NB Bancorp, Merger, Form 4, Insider Transaction, Joseph Mancini, Stock Options, Common Stock, Equity Disposition, Corporate Action