PVBC Form 4: Director stock and options cashed out in NB Bancorp deal

Rhea-AI Filing Summary

Provident Bancorp, Inc. (PVBC) director filed a Form 4 reflecting completion of the company’s merger with NB Bancorp, Inc. At the merger’s effective time, each share of Provident common stock was converted into the right to receive, at the holder’s election, either 0.691 shares of NB Bancorp common stock or $13.00 in cash, subject to proration so that 50% of Provident shares receive stock consideration and 50% receive cash. The reporting director disposed of 21,245 shares of common stock and no longer holds Provident shares directly. In addition, stock options covering 25,500 shares with a per share exercise price of $10.40 and options covering 24,608 shares with a per share exercise price of $8.6087 were cancelled in exchange for cash equal to the spread between the merger consideration and the exercise price for each option, after applicable tax withholding.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider DeLeo James A

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options	0	$0.00	--
Disposition	Stock Options	0	$0.00	--
Disposition	Common Stock	21,245	$0.00	--

Holdings After Transaction: Stock Options — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 5, 2025, by and among NB Bancorp, Inc., Needham Bank, 1828 MS, Inc., the Issuer, and BankProv (the "Merger Agreement"), at the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of Common Stock of the Issuer was converted into the right to receive, at the election of the holder, either (i) 0.691 shares of NB Bancorp common stock (the "Stock Consideration") or (ii) $13.00 in cash (the "Cash Consideration"), subject to proration procedures to ensure that 50% of the shares of Provident Bancorp common stock are converted into the Stock Consideration (the "Merger Consideration"). Pursuant to the Merger Agreement, all unvested shares of restricted stock automatically vested in full at the Effective Time, and were considered outstanding shares of common stock entitled to receive the Merger Consideration, net of all applicable withholding taxes. Pursuant to the Merger Agreement, each outstanding and unexercised option immediately prior to the Effective Time, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of Common Stock then subject to such option, net of all applicable withholding taxes.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DeLeo James A

(Last) (First) (Middle)

5 MARKET STREET

(Street)

AMESBURY MA 01913

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Provident Bancorp, Inc. /MD/ [ PVBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/15/2025		D		21,245(2)	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$10.4	11/15/2025		D			$25,500	11/24/2021	11/24/2030	Common Stock	25,500	(3)	0	D
Stock Options	$8.6087	11/15/2025		D			$24,608	11/17/2017	11/17/2026	Common Stock	24,608	(3)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 5, 2025, by and among NB Bancorp, Inc., Needham Bank, 1828 MS, Inc., the Issuer, and BankProv (the "Merger Agreement"), at the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of Common Stock of the Issuer was converted into the right to receive, at the election of the holder, either (i) 0.691 shares of NB Bancorp common stock (the "Stock Consideration") or (ii) $13.00 in cash (the "Cash Consideration"), subject to proration procedures to ensure that 50% of the shares of Provident Bancorp common stock are converted into the Stock Consideration (the "Merger Consideration").

2. Pursuant to the Merger Agreement, all unvested shares of restricted stock automatically vested in full at the Effective Time, and were considered outstanding shares of common stock entitled to receive the Merger Consideration, net of all applicable withholding taxes.

3. Pursuant to the Merger Agreement, each outstanding and unexercised option immediately prior to the Effective Time, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of Common Stock then subject to such option, net of all applicable withholding taxes.

	/s/ Ned A. Quint, pursuant to power of attorney	11/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does the PVBC Form 4 filing report for the Provident Bancorp director?

The Form 4 reports that a Provident Bancorp, Inc. (PVBC) director disposed of 21,245 shares of common stock in connection with the closing of the merger with NB Bancorp, with the shares converted into merger consideration rather than remaining outstanding.

What were Provident Bancorp (PVBC) shareholders entitled to receive in the NB Bancorp merger?

Each Provident share was converted into the right to receive either 0.691 shares of NB Bancorp common stock as stock consideration or $13.00 in cash as cash consideration, subject to proration intended to ensure that 50% of Provident shares receive stock and 50% receive cash.

How were restricted stock awards treated in the Provident Bancorp (PVBC) merger?

All unvested restricted stock automatically vested in full at the merger’s effective time and was treated as outstanding common stock entitled to receive the same merger consideration as other shares, after applicable tax withholding.

What happened to the Provident Bancorp (PVBC) stock options held by the reporting person?

Each outstanding and unexercised option, whether vested or unvested, was cancelled at the effective time and exchanged for cash equal to the product of the excess of the merger consideration over the option’s per share exercise price multiplied by the number of underlying shares, net of tax withholding.

Which specific Provident Bancorp (PVBC) option grants were reported on this Form 4?

The filing lists stock options with a per share exercise price of $10.40 covering 25,500 shares (granted 11/24/2021, expiring 11/24/2030) and options with a per share exercise price of $8.6087 covering 24,608 shares (granted 11/17/2017, expiring 11/17/2026), both cancelled for cash under the merger terms.

Did the Provident Bancorp (PVBC) reporting person retain any direct ownership after the merger transaction?

After reporting the disposition of 21,245 shares of common stock and the cancellation of the listed stock options, the Form 4 shows 0 shares of common stock and 0 derivative securities beneficially owned directly by the reporting person.