M&A - NB Bancorp, Inc.

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000155837025008444

Filing Summary: On June 5, 2025, NB Bancorp, Inc., along with its wholly-owned subsidiary Needham Bank, and Provident Bancorp, Inc. entered into a Merger Agreement. According to the agreement, Needham will acquire Provident and its subsidiary BankProv through a series of mergers involving Merger Sub, with the Company surviving the final merger. The transaction includes provisions that allow Provident shareholders to choose between stock or cash as merger consideration. On the same day, voting agreements were executed with Provident's directors and executives. The agreement includes multiple conditions for completion, including necessary regulatory approvals and shareholder votes, which the company anticipates will happen in the fourth quarter of 2025. The agreement also outlines termination rights and conditions related to the completion and potential compensation for related parties in case of termination.

Form Type: 8-K

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000155837025008435

Filing Summary: On June 5, 2025, NB Bancorp, Inc. entered into a Merger Agreement with Provident Bancorp, Inc. and its subsidiary BankProv, through which Needham Bank, a subsidiary of NB Bancorp, will acquire Provident and BankProv. The acquisition will occur in multiple phases: initially, Needham will merge with Provident, followed by a Holdco Merger of Provident into NB Bancorp, making the latter the surviving entity. Subsequently, BankProv will merge into Needham Bank. The Merger Agreement was unanimously approved by the Boards of Directors of both companies. Provident shareholders can elect to receive either 0.691 shares of NB Bancorp common stock or $13.00 in cash per share of Provident common stock, subject to certain conditions. Voting agreements were also established with Provident's directors and executive officers to support the merger. The completion of the Merger is dependent on several conditions, including regulatory approvals and majority shareholder approval from Provident. The transaction is anticipated to close in the fourth quarter of 2025, with a termination fee of $8.5 million applicable under certain circumstances. Additionally, executive Joseph B. Reilly will join the boards of both companies and will receive consulting fees and lump sum payments upon the Merger's completion. Forward-looking statements regarding the merger's completion and potential risks are included in the filing. A press release discussing the merger was issued on the same day, with additional materials presented for investor review.

Form Type: 8-K/A

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000155837025008442

Filing Summary: On June 5, 2025, NB Bancorp, Inc. entered into a Merger Agreement involving its subsidiaries Needham Bank and 1828 MS, Inc., as well as Provident Bancorp, Inc. and its subsidiary BankProv. The agreement outlines a plan where Needham will acquire Provident and BankProv through a series of mergers. The first stage involves merging the Merger Sub with Provident, followed immediately by the merger of Provident with NB Bancorp, making the company the surviving entity. Following this, BankProv will merge with Needham Bank. The agreement was unanimously approved by the boards of both companies. Shareholders of Provident have the option to receive either stock or cash for their shares, and the overall merger consideration is structured to allow for proration based on the total shares outstanding. The merger is subject to customary conditions including regulatory approvals and shareholder votes, with expected closure in Q4 2025. Voting agreements were entered into with Provident's directors, ensuring 4.17% of voting power is secured in favor of the merger. The agreement includes various representations, warranties, and covenants, along with termination rights and a potential termination fee. Furthermore, key compensation arrangements for Provident’s CEO have been laid out, detailing consulting services post-merger and lump-sum payments. A press release regarding this agreement and supplemental investor materials were issued on the same day.