M&A - Provident Bancorp, Inc. /MD/

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Acquisition

Type: New

Accession Number: 000094337425000272

Filing Summary: Provident Bancorp, Inc. has announced that it has entered into a definitive agreement to be acquired by Needham Bank. This merger aims to enhance customer services by expanding product offerings and branch locations while maintaining localized customer service. Needham Bank has a strong reputation for growth and community involvement, placing high on various performance rankings. The acquisition is expected to complete in the fourth quarter of 2025, pending shareholder and regulatory approvals. Until then, current customers will continue to access services as usual, with further updates provided through BankProv's resource center. A Registration Statement on Form S-4 will be filed with the SEC in connection with the transaction, including a Proxy Statement from Provident and a Prospectus from Needham, and shareholders are encouraged to review these materials once available.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000094337425000269

Filing Summary: Provident Bancorp, Inc. has entered into a definitive merger agreement with NB Bancorp, Inc. for Provident to merger into Needham in a stock and cash transaction. Provident shareholders can opt to receive either 0.691 shares of Needham common stock or $13.00 in cash for each share of Provident common stock, with provisions ensuring that 50% of the shares utilize the stock option. This merger is designed as a tax-free reorganization and is expected to be approximately 19% accretive to Needham's earnings per share in the first full year of combined operations. The merger aims to expand Needham's market presence into North Shore Massachusetts and Southern New Hampshire, combining assets estimated at $7.1 billion at closure. Completion is anticipated in the fourth quarter of 2025, pending regulatory approvals and majority shareholder consent from Provident. All Provident’s directors have agreed to support the merger, with CEO Joseph B. Reilly joining Needham's board post-merger.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000094337425000270

Filing Summary: Provident Bancorp, Inc. has entered into a definitive merger agreement to be acquired by Needham Bank. The transaction is pending regulatory approval and is expected to close in late 2025. The merger brings significant opportunities, as Needham Bank is a financially stable institution with a commitment to innovation and community values. Key points include the assurance that all branches will remain open, a commitment to preserve the existing culture while integrating new strengths, and a focus on employee interests throughout the transition. The merger aims to offer customers expanded services, including home equity lines of credit, mortgages, and commercial lending. Employees are encouraged to ask questions and will receive ongoing communication and support during this transition. Additionally, a Registration Statement on Form S-4 will be filed with the SEC, including a proxy statement for shareholders to review.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Acquisition

Type: New

Accession Number: 000094337425000271

Filing Summary: Provident Bancorp, Inc. is undergoing an acquisition by Needham Bank, which is a strategic move to enhance resources, stability, and growth potential for both employees and customers. The acquisition is anticipated to be finalized in the fourth quarter of 2025, pending approval from BankProv shareholders and regulators. All branches of BankProv will remain operational, and Needham Bank plans to expand its market presence post-acquisition. There is a commitment to transparency regarding employee impacts, with potential layoffs being addressed through opportunities for affected staff to apply for open positions within Needham. Severance packages will be available for those not retained. The benefits for retained employees include a competitive health insurance package and a 401(k) match. The transition will include a gradual conversion to Needham Bank’s systems and branding once finalized. Additional details about future employment opportunities and potential changes in work arrangements will be communicated as they develop. Employees are encouraged to stay informed through updates posted on the company's HUB and Town Hall meetings.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925056912

Filing Summary: On June 5, 2025, an Agreement and Plan of Merger was entered into between NB Bancorp, Inc., Needham Bank, 1828 MS, Inc., Provident Bancorp, Inc., and BankProv. The agreement stipulates that Needham will acquire Provident and BankProv through a series of mergers involving the two companies and the Merger Sub. Shareholders of Provident can choose to receive either stock or cash as part of the Merger Consideration. Additionally, voting agreements have been established with Provident's directors and certain executives to ensure their support for the merger. The merger's completion is subject to several conditions, including regulatory approvals, shareholder votes, and the fulfillment of certain obligations by both parties. There are also provisions regarding the treatment of equity awards and potential fees associated with termination of the agreement. A press release announcing the merger was issued on the same day.

Form Type: 8-K

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925056902

Filing Summary: On June 5, 2025, an Agreement and Plan of Merger was executed among NB Bancorp, Inc., Needham Bank, 1828 MS, Inc., Provident Bancorp, Inc., and BankProv. Needham will acquire Provident and BankProv through a series of mergers, starting with the merger of Merger Sub into Provident, followed by the merger of Provident into the Company, with the Company remaining as the surviving entity. The agreement was unanimously approved by both boards. Shareholders of Provident may choose to receive either 0.691 shares of Company stock or $13.00 in cash per share, subject to conditions ensuring 50% of the shares receive stock. Additionally, voting agreements were made with Providence directors and executives representing about 4.17% of its common stock. The merger is anticipated to close in Q4 2025, pending necessary approvals and conditions. Various representations and warranties, covenants, and closing conditions were outlined, along with termination rights. Furthermore, details were provided regarding the treatment of Provident's stock options and equity awards upon merger completion.