NB Bancorp to Acquire Provident Bancorp and BankProv

The transaction includes a mix of cash and stock consideration, with regulatory approvals and shareholder votes pending.

June 06, 2025

Overview of the Transaction

NB Bancorp has entered into an agreement to acquire Provident Bancorp and its subsidiary, BankProv, in a transaction designed to expand its reach and reinforce its position in the banking sector. The deal, expected to close in the fourth quarter of 2025, brings together two institutions under a three-step structure that moves from holding company consolidation to full operational integration.

Here’s how the transaction is set to unfold:

NB Bancorp’s subsidiary, 1828 MS, Inc., will first merge with Provident.

Provident will then be merged into NB Bancorp.

Finally, BankProv will be folded into Needham Bank, NB Bancorp’s primary banking unit.

Once completed, Needham Bank will carry forward the combined operations of all entities involved.

Terms for Shareholders

Shareholders of Provident will be offered a choice:

$13.00 per share in cash

0.691 shares of NB Bancorp stock for each share of Provident common stock

These elections will be prorated so that exactly 50% of the total shares are settled in stock and the other 50% in cash. This structure gives investors some flexibility while ensuring a balanced outcome aligned with the future performance of the combined company.

Both boards have unanimously approved the agreement. As part of the transaction, Joseph B. Reilly, President and CEO of Provident, will join the boards of NB Bancorp and Needham Bank.

Consulting Agreement with Joseph B. Reilly

Reilly has also entered into a consulting arrangement that activates once the deal closes. He will:

Provide consulting services for 18 months at a monthly rate of $27,500

Receive an $800,000 payment linked to the termination of his employment agreement with BankProv

Receive an additional $250,000 related to non-compete and non-solicitation provisions

Closing Conditions and Termination Rights

Several steps remain before the merger is finalized. Key closing conditions include:

Regulatory approval from the Federal Reserve and Massachusetts banking authorities

Majority shareholder approval from Provident investors

Effectiveness of a registration statement to be filed with the SEC

No legal restraints preventing completion of the deal

There are also mutual rights to terminate the deal under certain circumstances. If the agreement is terminated under specific conditions, Provident may owe a termination fee of $8.5 million.

Impact on Provident Equity Awards

As of the merger’s effective time, equity awards will be addressed as follows:

In-the-money stock options will be cashed out

Out-of-the-money options will be canceled without compensation

Restricted stock will vest fully and convert into merger consideration

What Comes Next

A joint proxy statement and prospectus will be filed and made available to shareholders. These documents will outline additional financial and strategic details related to the transaction. NB Bancorp and Provident will continue issuing public disclosures as the transaction moves forward.

This merger marks a strategic step for both institutions. The plan calls for aligned systems, integrated operations, and a streamlined structure to support growth in a competitive banking environment.