#United States #Needham #Merger Agreement #Provident Bancorp #NB Bancorp

Announcement of Merger Details Between NB Bancorp and Provident Bancorp

On October 31, 2025, NB Bancorp, Inc. (known as Needham) and Provident Bancorp, Inc., both prominent players in the banking sector, announced critical details regarding their expected merger. The merger plan, aimed at consolidating resources and expanding financial services, indicates significant steps for stockholders and outlines deadlines for the election of merger consideration.

Key Deadlines and Transition Timeline

• - Election Deadline: Stockholders of Provident Bancorp must submit their preferred choice for merger consideration by 5:00 PM (Eastern Time) on November 7, 2025. Failure to submit an election may result in receiving default consideration based on the previous stockholder elections.
• - Effective Date of Merger: The merger will take effect shortly after midnight on November 15, 2025, marking the official transition of BankProv into Needham Bank, with all operations slated to migrate over that weekend.
• - Trading Conclusion: Notably, the last day of trading for Provident common stock will be November 14, 2025, before the merger is finalized.

Merger Consideration Structure

Under the terms defined in the merger agreement, Provident stockholders have the option to choose between two forms of consideration as follows:
1. Stock Consideration: Each share of Provident common stock will be exchanged for 0.691 shares of Needham common stock.
2. Cash Consideration: Alternatively, stockholders can opt for $13.00 cash per share of Provident common stock.

This election choice is subject to allocation and proration procedures as outlined in the official merger documentation. It’s crucial for stockholders to review the election materials comprehensively to understand their options fully.

Process of Election for Stockholders

Provident stockholders are encouraged to carefully read the provided election forms, along with all accompanying instructions. Those managing shares through a bank or brokerage should consult their respective proxy advisors to ensure compliance with the election process. Only properly completed election forms received by the specified deadline will be considered valid.

Stockholders who miss the election deadline or fail to follow the required process may have their shares exchanged for a combination of stock and cash as dictated by the aggregated choices of other stockholders.

Investor Relations and Further Information

Inquiries related to the election process or requests for election materials can be directed to Alliance Advisors, LLC, serving as the information agent for the merger. They can be contacted via 150 Clove Road, Suite 400, Little Falls, NJ 07424, or by phone at (855) 206-1249.

Outlook and Forward-Looking Statements

This press release includes several forward-looking statements concerning the merger's anticipated benefits, timing, and operational impacts. It’s essential for shareholders to be aware that these projections involve risks and uncertainties that could affect actual outcomes.
Factors such as changes in economic conditions, regulatory challenges, and market dynamics could influence the results projected in these statements. Interested parties should refer to the annual and quarterly reports filed with the SEC for a comprehensive overview of these risk factors.

Conclusion

The merger between NB Bancorp and Provident Bancorp is set to create a stronger banking entity with a broader range of services. Stakeholders are encouraged to participate in shaping the future through their election choices before the approaching deadlines.