#USA #Needham Bank #Needham #Provident #NBBK

NB Bancorp, Inc. and Provident Bancorp Merger Details

On November 15, 2025, NB Bancorp, Inc. (NASDAQ: NBBK), operating as Needham, and Provident Bancorp, Inc. (NASDAQ: PVBC) will conclude their merger agreement which was initially established on June 5, 2025. This merger involves a detailed process where both entities, along with their respective bank branches, will unite, creating a larger, more robust financial institution.

Merger Agreement Overview

According to the merger agreement, the finalization involves several key steps. At the effective merger time, Merger Sub, a wholly-owned subsidiary created specifically for this transaction, will seamlessly merge into Provident. This action will subsequently result in the merger of Provident with Needham, positioning Needham as the surviving entity. Following closely, a merger of BankProv into Needham Bank will occur, solidifying their combined resources and capabilities in the banking sector.

Under the outlined terms, all shares of Provident stock that are outstanding before the merger will transform automatically into an option for either:

• - 0.691 shares of Needham common stock per each Provident share, along with cash for any fraction of a share; or
• - $13.00 cash for each share of Provident common stock.

These options represent what is termed as the "Merger Consideration," a crucial element in ensuring shareholders receive adequate value for their investments in either form.

Shareholder Elections and Considerations

Shareholders were given a deadline until 5:00 p.m. Eastern Time on November 7, 2025, to decide which form of consideration they would prefer to receive. The results, which reflect stakeholders’ choices, are significant in the merger's execution. From the anticipated outstanding shares, about 16.31% opted for stock, while approximately 75.33% chose cash. Notably, about 8.36% of the shareholders did not make any election. This diverse interest will impact how the capital is allocated in finalizing the merger. Following the rules of allocation in the merger agreement, approximately 66.377% of cash election shares will receive cash consideration, whereas the rest will convert to stock consideration.

Upon completion, Needham forecasts issuing roughly 5,944,350 shares of its stock, subject to adjustments. This move is set to elevate the share count significantly in the company's financial standing and contribute to enhanced operational capacity.

Expansion and Future Outlook

This merger marks a significant stride forward for both NB Bancorp and Provident, signifying their commitment to adapting in a competitive banking landscape. By combining their resources and client bases, the merged entity aims to expand its market presence, offering advanced banking products and services.

The entities have made it clear that this merger is not just about size but also about creating synergistic advantages that will yield long-term growth and customer satisfaction. As the new entity emerges, it will leverage shared knowledge, technology, and community ties to meet client needs more effectively.

Caution about Future Statements

In the wake of this merger, both NB Bancorp and Provident urge stakeholders to consider potential uncertainties that accompany such transitions. They acknowledge the variabilities in economic conditions, regulatory environments, and competition that could influence the merger’s projected benefits. Stakeholders are advised to closely monitor updates and disclosures that will affect the combined company moving forward.

Conclusion

In conclusion, the merger between NB Bancorp, Inc. and Provident Bancorp, Inc. promises to reshape their operational landscape, creating a formidable banking option for consumers and businesses alike. Set for completion in a short period, this partnership underlines the value of strategic growth within the financial sector and establishes a solid foundation for future endeavors.