Form 4: Provident Bancorp Director Disposes Shares Post-Merger

Provident Bancorp director Frank G. Cousins Jr. reported the disposition of all his common stock and stock options following the merger with NB Bancorp.

Summary

• Frank G. Cousins Jr., a Director of Provident Bancorp, Inc. (PVBC), reported changes in his beneficial ownership of securities.
• The transactions occurred on November 15, 2025, which was the Effective Time of the merger between Provident Bancorp, Inc. and NB Bancorp, Inc.
• Mr. Cousins disposed of 23,683 shares of Common Stock held directly, 6,689 shares held indirectly by IRA, and 202 shares held indirectly as Custodian for a child, all at a price of $0.
• These dispositions resulted in 0 shares of Common Stock beneficially owned following the reported transactions.
• He also disposed of 25,500 stock options with an exercise price of $10.4 and 24,608 stock options with an exercise price of $8.6087, both at a price of $0.
• All stock options were cancelled, resulting in 0 derivative securities beneficially owned following the reported transactions.
• The dispositions were pursuant to the Agreement and Plan of Merger, dated June 5, 2025, where each Provident Bancorp common stock share was converted into the right to receive either 0.691 shares of NB Bancorp common stock or $13.00 in cash, subject to proration (50% stock, 50% cash).
• All unvested restricted stock automatically vested in full at the Effective Time and were converted into the merger consideration, net of applicable withholding taxes.
• Outstanding and unexercised stock options were cancelled in exchange for a cash amount 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: 6

Explanation: The sentiment is neutral to slightly positive. The filing reports the expected outcome of a merger, which typically provides a premium or new shares to shareholders. The director's holdings were converted as per the merger agreement, indicating a successful completion of the corporate action.

Positives

• The completion of the merger provides liquidity or new shares to Provident Bancorp shareholders.
• Unvested restricted stock held by the director automatically vested in full at the Effective Time of the merger, allowing conversion into the merger consideration.

Negatives

• The director no longer holds any direct or indirect beneficial ownership in Provident Bancorp, Inc. common stock or stock options, as the entity merged.

Future Outlook

This filing reports a past transaction resulting from a merger and does not contain forward-looking statements or guidance from Provident Bancorp, Inc. as it has been acquired.

Industry Context

This transaction reflects the ongoing consolidation within the regional banking sector, where smaller institutions like Provident Bancorp are acquired by larger entities such as NB Bancorp to achieve scale, expand market reach, or enhance operational efficiencies.

Management Changes

Stakeholder Impact

• Shareholders of Provident Bancorp, Inc. received merger consideration (cash or NB Bancorp stock) for their shares.
• The director, as a significant shareholder, had his holdings converted according to the merger terms.

Key Dates

Keywords

SEC Form 4, Merger, Provident Bancorp, NB Bancorp, Common Stock, Stock Options, Beneficial Ownership, Insider Transaction, Corporate Action, Banking Sector