Form 4: Provident Bancorp Director's Equity Converted in Merger

Provident Bancorp Director James A. DeLeo's equity holdings were converted to merger consideration following the acquisition by NB Bancorp, Inc.

Summary

• Director James A. DeLeo reported the disposition of 21,245 shares of Provident Bancorp, Inc. common stock on November 15, 2025.
• Additionally, 25,500 stock options with an exercise price of $10.4 and 24,608 stock options with an exercise price of $8.6087 were cancelled on the same date.
• These transactions occurred pursuant to the Agreement and Plan of Merger, dated June 5, 2025, between NB Bancorp, Inc. and Provident Bancorp, Inc.
• At the merger's effective time, each outstanding share of Provident Bancorp common stock was converted into the right to receive either 0.691 shares of NB Bancorp common stock or $13.00 in cash, subject to proration ensuring 50% stock and 50% cash consideration.
• All unvested restricted stock automatically vested in full at the effective time and were treated as outstanding common stock, receiving the merger consideration net of 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 option's exercise price, multiplied by (ii) the number of shares subject to the option, net of withholding taxes.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed merger-related transaction, thus carrying a neutral sentiment regarding the company's ongoing performance.

Positives

• All unvested restricted stock held by the director automatically vested in full at the effective time of the merger, allowing participation in the merger consideration.
• Stock options were cancelled for a cash payment, providing liquidity for the in-the-money options.

Negatives

• Director James A. DeLeo no longer holds direct beneficial ownership of common stock or derivative securities in Provident Bancorp, Inc. following the merger.

Future Outlook

This filing reports a completed transaction related to a merger and does not provide forward-looking statements or guidance regarding the company's future operations or financial performance.

Industry Context

This transaction reflects ongoing consolidation within the U.S. banking sector, where smaller regional banks are often acquired by larger institutions to achieve economies of scale, expand market reach, and enhance competitive positioning.

Stakeholder Impact

• Shareholders of Provident Bancorp, Inc. received merger consideration (cash or NB Bancorp stock) for their shares, providing a return on their investment.
• Employees holding restricted stock and stock options benefited from the accelerated vesting and cash-out provisions related to the merger.

Next Steps

• The reporting person will receive the merger consideration (cash and/or NB Bancorp stock) for their converted shares and a cash payment for their cancelled stock options, net of applicable withholding taxes.

Key Dates

Keywords

Provident Bancorp, NB Bancorp, Merger, Acquisition, Form 4, Insider Transaction, Stock Options, Common Stock, Director, Corporate Action