#None #Needham Bank #Provident Bancorp #NB Bancorp

Overview of the Merger and Stockholder Election Process

In a significant development in the banking sector, NB Bancorp, Inc. and Provident Bancorp, Inc. have announced the official mailing of the stock/cash election form to the holders of Provident common stock. This initiative allows Provident shareholders to make a crucial choice regarding their investment in light of the upcoming merger between the two banks. Under the terms of this merger, which has already received shareholder approval, Provident's stockholders can opt to receive either Needham common stock, cash, or a combination of both upon the completion of the merger.

Details of the Merger Agreement

The merger represents a strategic move for both banks, structured under an Agreement and Plan of Merger established on June 5, 2025. This process will ensure that Provident merges into Needham, with Needham as the surviving entity. In a secondary step, BankProv will merge into Needham Bank, further solidifying the consolidated entity's market presence.

Projected for a November 15, 2025, execution date, the transaction requires various regulatory approvals before officially closing. Although the banks are optimistic about receiving necessary approvals by November 14, risks remain, including uncertainties around the timing and conditions of regulatory consents.

Stock and Cash Consideration Options

Shareholders of Provident will find the election form crucial for their financial decisions. The options for stockholders include:
1. Stock Consideration: Holders can exchange their shares for 0.691 shares of Needham common stock for each share of Provident.
2. Cash Consideration: An alternative of $13.00 in cash per Provident share.
3. Combination of Both: Shareholders may also choose to receive a mixture of both stock and cash in their final compensation.

Each option will undergo allocation and proration as outlined in the merger agreement, ensuring that the consideration is distributed evenly among stockholders.

Important Dates and Procedures

For stockholders wishing to make their selection, completing the election form and submitting it to the designated Exchange Agent before the hard deadline is essential. The election process will close at 5:00 p.m. (Eastern Time) on November 7, 2025. Notably, stockholders who possess shares through a broker or other financial institution should adhere to their instructions regarding the election procedure.

As time-sensitive as this decision may be, shareholders must be well-informed. Notably, those who do not provide a proper election may have their shares converted to a combination of stock and cash, based on the valid choices made by others, in accordance with the specified procedures of the merger agreement.

Additionally, participants of Provident’s Employee Stock Ownership Plan (ESOP) and 401(k) must finalize their elections by October 31, 2025, highlighting the necessity for these stakeholders to act promptly to secure advantageous terms.

With the banking landscape undergoing pivotal changes prompted by this merger, Knowledge about the election procedures and timelines is crucial for Provident stockholders. For more insights and detailed materials about the election process, stakeholders may reach out to Alliance Advisors, Needham's information agent, for assistance and guidance.

What Lies Ahead for Both Banks

The merger between NB Bancorp and Provident Bancorp signifies more than just a consolidation of resources; it represents a forward-thinking strategy to optimize services and extend market reach. Providing options to stockholders showcases both banks’ commitment to transparency and shareholder engagement as they pave the way for an integrated banking platform that can respond swiftly to market demands. This journey may reshape the financial framework for their respective consumers across Massachusetts and beyond, aligning with modern banking requirements while ensuring that stakeholders engage in robust, informed decision-making.

In supporting investor relations, both banks have made resources available electronically through their respective corporate websites and the SEC, facilitating an easy transfer of information to their shareholders throughout this critical transition phase.