Final Steps in the Merger Between NB Bancorp and Provident Bancorp Announced

Overview of the Merger

On November 13, 2025, NB Bancorp, Inc. (NASDAQ: NBBK), operating as Needham, and Provident Bancorp, Inc. (NASDAQ: PVBC) confirmed that they are entering the final stages of their merger, which is expected to be completed by November 15, 2025, at 12:01 a.m. Eastern Time. This strategic alliance promises to enhance their collective offerings and streamline operations within the banking sector.

Details of the Merger Agreement

The merger agreement, outlined on June 5, 2025, involves multiple entities, namely Needham, Needham Bank, a wholly owned subsidiary called 1828 MS Inc. for transaction facilitation, and Provident along with BankProv. Upon completion, a series of mergers will take place: first, the merger between Needham and Provident will occur, followed by the consolidation of BankProv with Needham Bank. This process is termed the "Merger Transaction."

Shareholder Considerations

As the merger unfolds, shareholders of Provident will have two options concerning their shares. They can choose to receive 0.691 shares of Needham common stock for each share of Provident common stock, supplemented by cash for any fractional shares, labeled as the "Stock Consideration." Alternatively, they can opt for a cash payment of $13.00 per Provident share, termed the "Cash Consideration." It’s noteworthy that the total allocation of shares subject to Stock Consideration is capped at 50% of the revenue shares, and the process is designed to maintain proportionality among shareholders.

Exactly 16.31% of the shares opted for Stock Consideration whereas 75.33% selected Cash Consideration. The latter group will find 66.377% of their shares exchanging for cash, while the remaining will be converted for stock options. All non-elected or stock-option shares will transition to receive Stock Consideration. Needham anticipates issuing approximately 5.94 million shares of its common stock due to the merger which may adjust based on fractional shares.

A Vision for the Future

Both banks anticipate that the merger will strengthen their positions within the market and allow them to leverage each other's resources and expertise. This transition is projected to enhance customer service and expand product offerings, thereby meeting the growing demands of the banking clientele. Investment in technology-driven banking solutions will also be emphasized throughout this partnership.

Forward-Looking Statements and Risks

As with any mergers, there is a path filled with uncertainties. A warning regarding forward-looking statements underlines the unpredictable nature of market conditions which may impact the successful merger execution. Potential risks include fluctuating interests, economic shifts, and uncertainties within the banking sector that could modulate the anticipated operational benefits.

Conclusion

As NB Bancorp and Provident Bancorp approach the completion of this ambitious merger, stakeholders and investors are keenly observing how these developments will transpire and shape the future of banking operations. Both institutions are taking extensive measures to ensure a smooth transition for their clients and shareholders alike, with the promise of enhanced banking experiences due to their union.

For those looking for further updates, they can follow developments through both companies’ investor relations channels. The integration of Needham Bank’s foundation in personalized banking with Provident's commercial banking services positions them uniquely in the current financial landscape, hoping to unlock significant value for all parties involved.