STOCK TITAN
  1. Home
  2. Sec-filings
  3. PVBC
  4. [Form 4] Provident Bancorp, Inc. /MD/ Insider Trading Activity

Provident Bancorp CEO and director exit holdings in NB Bancorp merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Provident Bancorp, Inc. (PVBC) President and CEO, who is also a director, reported the disposition of all reported common shares and stock options in connection with the completion of a merger with NB Bancorp, Inc. Under the Merger Agreement, each 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 so that 50% of the shares receive stock consideration. Unvested restricted stock vested at the effective time and was treated as outstanding for this merger consideration. All outstanding stock options, including awards covering 25,500 and 24,598 shares of common stock, were cancelled in exchange for cash equal to their intrinsic value based on the merger consideration, after applicable withholding taxes.

Positive

  • None.

Negative

  • None.
Insider Reilly Joseph B
Role President and CEO
Type Security Shares Price Value
Disposition Stock Options 0 $0.00 --
Disposition Stock Options 0 $0.00 --
Disposition Common Stock 17,384 $0.00 --
Disposition Common Stock 52,773 $0.00 --
Disposition Common Stock 3,471 $0.00 --
Holdings After Transaction: Stock Options — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Revocable Trust)
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Reilly Joseph B
(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
X Officer (give title below) Other (specify below)
President and CEO
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 17,384(2) D (1) 0 D
Common Stock 11/15/2025 D 52,773 D (1) 0 I By Revocable Trust
Common Stock 11/15/2025 D 3,471 D (1) 0 I By ESOP
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 $13.4574 11/15/2025 D $24,598 08/01/2019 08/01/2028 Common Stock 24,598 (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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What does the PVBC Form 4 filing report for the CEO and director?

The filing reports that the President and CEO of Provident Bancorp, Inc. (PVBC), who is also a director, disposed of all reported common shares and stock options in connection with the closing of a merger, with holdings shown as direct ownership and indirect ownership through a revocable trust and an ESOP.

What merger consideration did PVBC shareholders receive according to this filing?

Each share of Provident Bancorp common stock 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 procedures designed so that 50% of the shares receive stock consideration.

How were unvested restricted shares of PVBC treated in the merger?

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

What happened to PVBC stock options held by the reporting person?

Each outstanding and unexercised stock option was cancelled at the effective time in exchange for a cash payment equal to the product of the excess, if any, of the merger consideration over the option’s per share exercise price multiplied by the number of shares subject to the option, net of applicable withholding taxes.

Which specific PVBC equity awards are referenced in the derivative securities table?

The derivative securities table references stock options with a per share exercise price of $10.4 covering 25,500 shares of common stock and stock options with a per share exercise price of $13.4574 covering 24,598 shares of common stock, all of which were cancelled for cash based on the merger consideration.

How were indirectly held PVBC shares reported for the CEO?

The filing shows indirect ownership of Provident Bancorp common stock through a revocable trust and through an ESOP, with those positions also reported as disposed of in connection with the merger transaction.