#United States #Needham #Provident Bancorp #BankProv #NB Bancorp

NB Bancorp and Provident Bancorp Prepare for Merger

In an important step towards the completion of their merger, NB Bancorp, Inc. (commonly known as Needham) and Provident Bancorp, Inc. have announced the dispatch of election forms to Provident's shareholders. This process allows them the option to choose whether they would like to receive common stock, cash, or a combination of both upon the successful completion of the merger.

On June 5, 2025, the two companies, along with their respective banks—Needham Bank and BankProv—entered into a merger agreement that outlines how Provident will merge into Needham, designating Needham as the surviving entity. Subsequent to this merger, BankProv will also merge into Needham Bank. This dual merger transaction is poised to create a more robust financial institution.

Provident stockholders recently voted in favor of the merger on September 16 of this year, indicating the potential for a successful transition. Needham anticipates that all regulatory approvals will be in place and all closing conditions addressed by November 14, 2025, enabling the official merger to take effect the following day.

Merger Considerations

As part of the merger agreement, Provident’s stockholders are presented with specific options regarding the exchange of their shares:

• - Stock Consideration: Shareholders can exchange their shares for approximately 0.691 shares of Needham common stock for each share of Provident stock.
• - Cash Consideration: Alternatively, they can opt to receive $13.00 in cash per share of Provident stock.

For those interested in a mixed option, there's also the possibility to elect a combination of both shares and cash, subject to certain allocation and proration procedures detailed in the merger agreement. These provisions ensure equitable representation of stockholder elections, aiming for an even split between stock and cash uptake from the stockholders. Each provided option will be subjected to withholding taxes where applicable.

Election Process

To partake in this election process, it is essential that Provident stockholders submit a properly completed Election Form along with any required stock certificates. These documents must reach the Exchange Agent no later than 5:00 p.m. ET on November 7, 2025. Additionally, the final election deadline will be officially announced at least five business days prior. Shareholders holding shares through brokers or other nominators are advised to follow their instructions to ensure valid elections are made.

Stockholders who fail to make a timely election will automatically have their shares exchanged based on the overall choices made by other stockholders, adhering to the established allocation and proration process. Special provisions are also in place for participants in Provident’s Employee Stock Ownership Plan and 401(k) plans with their own deadlines for submitting elections.

Additional Information and Future Prospects

Provident shareholders are encouraged to carefully review the detailed election materials provided to them, as well as the relevant merger agreement specifics outlined in the proxy statement/prospectus to ensure informed decision-making. For ongoing updates regarding the election process or any inquiries, stockholders can contact Alliance Advisors, Needham's information agent, via provided contact channels.

Both NB Bancorp and Provident Bancorp are committed to transparent communications and will provide ongoing updates as this merger progresses. The completion of this transaction is viewed with optimism, although it continues to be subject to market conditions and regulatory scrutiny. It remains crucial to observe the developments in this exciting merger as the institutions work to enhance banking solutions for their customers and communities.

For more details on this merger and other relevant filings, stockholders can visit the SEC's website or the respective corporate sites of Needham and Provident, both of which offer comprehensive access to essential documents regarding this merger.