Form 4: Provident Bancorp Director Sells Shares Post-Merger
Beneficial Ownership Change
A director of Provident Bancorp, Inc. reported the disposition of common stock and stock options following the merger with NB Bancorp, Inc.
Summary
- Kathleen Chase Curran, a director of Provident Bancorp, Inc. (PVBC), reported changes in beneficial ownership.
- The transactions occurred on November 15, 2025, pursuant to the Agreement and Plan of Merger dated June 5, 2025, between NB Bancorp, Inc. and Provident Bancorp, Inc.
- Curran disposed of 408 shares of common stock held indirectly through an IRA.
- Curran also disposed of 15,210 shares of common stock held directly.
- Additionally, 25,500 stock options with an exercise price of $17.41 were cancelled.
- 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 of the merger and were converted into the merger consideration.
- 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 withholding taxes.
Sentiment
Score: 5
Explanation: The filing is a factual report of a completed corporate transaction (merger) and insider share disposition, not a performance update. Therefore, the sentiment is neutral.
Positives
- The successful completion of the merger provides liquidity or shares in the acquiring entity to Provident Bancorp, Inc. shareholders.
- Unvested restricted stock automatically vested in full, benefiting holders of such awards.
Negatives
- Provident Bancorp, Inc. ceased to exist as an independent publicly traded entity following the merger.
Future Outlook
Provident Bancorp, Inc. has been acquired by NB Bancorp, Inc., and as such, its independent future outlook is now integrated into that of the acquiring entity. The filing details the final transactions related to the merger's completion.
Industry Context
This transaction reflects ongoing consolidation within the banking sector, where smaller regional banks are often acquired by larger institutions to achieve economies of scale, expand market reach, or enhance financial stability. Such mergers typically result in the acquired entity's shares being delisted and converted into shares or cash of the acquiring company.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Kathleen Chase Curran | N/A (Company acquired) | 11/15/2025 | Cessation of directorship due to the merger of Provident Bancorp, Inc. into NB Bancorp, Inc. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Merger Agreement | The Agreement and Plan of Merger between NB Bancorp, Inc. and Provident Bancorp, Inc. led to the conversion of all outstanding shares and cancellation of stock options, fundamentally altering Provident Bancorp's corporate structure and governance. | 11/15/2025 | Complete change in corporate control and ownership structure, with Provident Bancorp, Inc. ceasing to exist as an independent entity. All previous governance structures of Provident Bancorp, Inc. are superseded by those of NB Bancorp, Inc. |
Stakeholder Impact
- Shareholders of Provident Bancorp, Inc. received merger consideration (cash or NB Bancorp shares) for their holdings.
- Holders of restricted stock and stock options received cash or vested shares as per the merger agreement terms.
Key Dates
| Date | Description |
|---|---|
| 01/27/2023 | Date stock options were granted/exercisable |
| 06/05/2025 | Date of the Agreement and Plan of Merger |
| 11/15/2025 | Date of earliest transaction (Effective Time of Merger) |
| 11/17/2025 | Signature date of the reporting person |
| 01/27/2032 | Expiration date of stock options |
Keywords
Provident Bancorp, PVBC, NB Bancorp, Merger, Form 4, Insider Transaction, Beneficial Ownership, Stock Options, Common Stock, Acquisition, Banking
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