Form 4: Provident Bancorp Director's Post-Merger Share Disposal

Provident Bancorp Director Julienne C. Cassarino reported the disposal of 21,362 common shares and 25,500 stock options following the company's merger with NB Bancorp, Inc.

Summary

• Julienne C. Cassarino, a Director of Provident Bancorp, Inc. (PVBC), reported changes in beneficial ownership following the company's merger with NB Bancorp, Inc.
• The transaction occurred on November 15, 2025, as a direct result of the Agreement and Plan of Merger dated June 5, 2025.
• Under the merger agreement, 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 to ensure a 50% stock and 50% cash split.
• All unvested shares of restricted stock held by the director automatically vested in full at the effective time of the merger and were converted into the merger consideration, net of applicable withholding taxes.
• All outstanding and unexercised stock options, with an exercise price of $11.17, were cancelled in exchange for a cash payment. This payment was calculated as 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 applicable withholding taxes.
• Following these transactions, Julienne C. Cassarino beneficially owns 0 shares of Provident Bancorp common stock and 0 derivative securities.

Sentiment

Score: 5

Explanation: The filing is a factual report of an insider transaction resulting from a completed merger, which was previously announced. It does not contain new information that would significantly alter sentiment beyond the merger itself.

Positives

• The merger agreement provided Provident Bancorp shareholders with a choice of consideration, offering either 0.691 shares of NB Bancorp common stock or $13.00 in cash per share.
• All unvested restricted stock held by the director vested fully at the effective time of the merger, allowing for immediate realization of value.
• Stock options were cancelled for a cash payment, enabling the director to realize value from previously granted equity incentives.

Negatives

• The reporting person no longer holds direct beneficial ownership in Provident Bancorp, Inc. common stock or derivative securities, as the company was acquired.

Future Outlook

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

Industry Context

This filing reflects a completed merger within the financial services sector, specifically involving two banking institutions, Provident Bancorp, Inc. and NB Bancorp, Inc. Such consolidation is a common trend in the banking industry, driven by factors like economies of scale, market expansion, and competitive pressures.

Related Party Transactions

• The transaction involves a director of the acquired company, which is considered an insider transaction, but it is a direct consequence of a broader merger agreement rather than a specific related-party dealing outside the merger context.

Stakeholder Impact

• Shareholders of Provident Bancorp, Inc. received merger consideration (cash or NB Bancorp stock) for their shares.
• The reporting person, as a director and shareholder, realized value from her equity holdings and stock options due to the merger.

Key Dates

Keywords

Merger, Acquisition, Form 4, Insider Transaction, Beneficial Ownership, Provident Bancorp, NB Bancorp, Director, Stock Options, Common Stock, Financial Services, Banking