NBBK 8-K/A
NB Bancorp, Inc. (NBBK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01Entry into Material Definitive Agreement.
On June 5, 2025, NB Bancorp, Inc. (the “Company”), Needham Bank, a wholly-owned subsidiary of the Company (“Needham Bank” and together with the Company, “Needham”), 1828 MS, Inc., a wholly owned subsidiary of the Company (the “Merger Sub”), Provident Bancorp, Inc. (“Provident”) and BankProv, a wholly owned subsidiary of Provident (“BankProv”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Needham will acquire Provident and BankProv through the merger of Merger Sub with and into Provident (the “Merger”) followed as soon as reasonably practicable by the merger of Provident with and into the Company (the “Holdco Merger”), with the Company as the surviving entity. The Merger Agreement further provides that after the Holdco Merger, at a time selected by Buyer, BankProv will merge with and into Needham Bank, with Needham Bank as the surviving entity (the “Bank Merger” and, together with the Merger and the Holdco Merger, the “Merger Transaction”).
The Merger Agreement was unanimously approved by the Boards of Directors of each of the Company and Provident.
Subject to the fulfillment or, if permissible, waiver of the closing conditions under the Merger, certain of which are described below, the Company anticipates that the Merger will close during the fourth quarter of 2025.
Treatment of Provident common stock in Merger
Prior to the effective time of the Merger (the “Effective Time”), shareholders of Provident will elect to receive for each share of Provident common stock (“Provident Common Stock”) either (i) 0.691 shares of Company common stock (“Company Common Stock”) (the “Stock Consideration” or the “Exchange Ratio”) or (ii) $13.00 in cash (the “Cash Consideration”). Subject to proration, Provident shareholders will have the right to elect the Stock Consideration or Cash Consideration so long as the total number of shares of Provident Common Stock that receive the Stock Consideration represents 50% of the total number of shares of Provident Common Stock outstanding immediately prior to the Effective Time. When taken together, the Stock Consideration and the Cash Consideration are sometimes referred to in this Form 8-K as the “Merger Consideration.”
Voting Agreements
On June 5, 2025, in connection with the execution of the Merger Agreement, the Company entered into voting agreements (the “Voting Agreements”) with all Provident directors and executive officers and their affiliates with voting power, who in the aggregate have the power to vote approximately 4.17% of Provident Common Stock. The Voting Agreements provide that, subject to the terms and conditions thereof, each of the directors and executive officers of Provident, solely in their capacity as shareholders of Provident, will vote the shares of Provident Common Stock she or he owns in favor of the adoption and approval of the Merger Agreement.
Representations, Warranties and Covenants in Merger Agreement
The Merger Agreement contains various representations and warranties from the Company, Needham Bank, Provident and BankProv, and each party has agreed to various covenants, including, among others, covenants relating to (i) the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) in the case of Provident, its obligation to call a meeting of its shareholders to adopt the Merger Agreement, and, subject to certain exceptions, the obligation of its Board of Directors to recommend that its shareholders adopt the Merger Agreement and (iii) certain non-solicitation obligations with respect to alternative business combination proposals.
Closing conditions in Merger Agreement
The completion of the Merger is subject to various closing conditions, including, (i) adoption and approval by the approval of the holders of a majority of the Provident Common Stock, (ii) the receipt of all required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Massachusetts Commissioner of Banks and the Massachusetts Housing Partnership Fund, in each case without the imposition of a “burdensome condition” as defined in the Merger Agreement, (iii) the effectiveness of the registration statement on Form S-4 to be filed with the Securities and Exchange Commission (“SEC”) by the Company in connection with the transactions contemplated by the Merger Agreement, and (iv) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger Transaction or making them illegal. Each party’s obligation to complete the Merger Transactions is also subject to additional customary conditions, including (a) the accuracy of the representations and warranties of the other party, subject to certain exceptions, (b) the performance in all material respects by each party of its obligations under the Merger Agreement, and (c) receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Termination rights in Merger Agreement
The Merger Agreement provides certain termination rights for both the Company and Provident. The Merger Agreement can be terminated by mutual written consent, or by either party (i) if there is a final, non-appealable order, decree or ruling permanently enjoining or otherwise prohibiting the consummation of the Merger, (ii) if the Merger has not been consummated by the one year anniversary of the Merger Agreement, (iii) if Provident’s shareholders fail to adopt and approve the Merger Agreement, or (iv) if the other party has breached its representations, warranties or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period. Additionally, the Company may terminate the Merger Agreement if Provident’s board of directors changes its recommendation that its shareholders vote to adopt and approve the Merger Agreement.
The Merger Agreement further provides that a termination fee of $8,500,000 will be payable by Provident in connection with the termination of the Merger Agreement under certain circumstances.
Treatment of Provident equity awards in Merger
As of the Effective Time, each option to purchase shares of Provident Common Stock (a “Provident Stock Option”) that is outstanding and unexercised immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, be converted into, fully vest (to the extent not vested) and be canceled, and at the Effective Time, the holder shall receive an amount of cash equal to the product of (i) the number of shares of Company Common Stock provided for in each such Company Stock Option, and (ii) the excess, if any, of (x) the per share cash equivalent consideration (as defined in the Merger Agreement) over (y) the exercise price of the option. Any Company Stock Option for which the Exercise Price exceeds the Per Share Cash Equivalent Consideration shall be cancelled as of the Effective Time without payment.
As of the Effective Time, each Provident stock award (other than options) subject to vesting, repurchase or other time-based lapse restrictions that is outstanding and unvested immediately prior to the Effective Time (a “Provident Restricted Stock Award”) will automatically vest in full at the Effective Time, and the shares of Provident Common Stock underlying such vested Provident Restricted Stock Award shall be considered outstanding shares of Provident Common Stock entitled to receive the Merger Consideration.
Other information regarding Merger Agreement and Voting Agreements
The foregoing summaries of the Merger Agreement and the Voting Agreements are not complete and are qualified in their entirety by reference to the full text of the Merger Agreement and form of Voting Agreement, which are attached as Exhibit 2.1 and Exhibit 99.1, respectively, to this Form 8-K and are incorporated herein by reference in their entirety.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Company and Provident instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties will not survive consummation of the Merger and were made only as of the date of the Merger Agreement, or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding the Company or Provident, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, Provident, their respective affiliates or their respective businesses, the Merger Agreement and the Merger Transaction that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a proxy statement of Provident and a prospectus of the Company, as well as in the Forms 10-K, Forms 10-Q and other filings that each of the Company and Provident have made and will make with SEC.
Caution Regarding Forward-Looking Statements
This Form 8-K contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. Forward-looking statements, by their nature, are subject to risks and uncertainties. There are many factors that could cause actual results to differ materially from expected results described in the forward-looking statements.
Factors relating to the proposed Merger Transaction that could cause or contribute to actual results differing materially from expected results include, but are not limited to, the possibility that revenue or expense synergies or the other expected benefits of the Merger Transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve; that the Merger Transaction may not be timely completed, if at all; that prior to the completion of the Merger Transaction or thereafter, Provident or the Company may not perform as expected due to transaction-related uncertainty or other factors; that required regulatory, shareholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; that the timing of completion of the proposed Merger Transaction is dependent on various factors that cannot be predicted with precision at this point; reputational risks and the reaction of the companies’ customers to the Merger Transaction; continued pressures and uncertainties within the banking industry and Provident and the Company’s markets, including changes in interest rates and deposit amounts and composition, adverse developments in the level and direction of loan delinquencies, charge-offs, and estimates of the adequacy of the allowance for loan losses, increased competitive pressures, asset and credit quality deterioration, and legislative, regulatory, and fiscal policy changes and related compliance costs; and diversion of management time on transaction-related issues.
These forward-looking statements are also subject to the risks and uncertainties applicable to the Company’s and Provident’s respective businesses generally that are disclosed in the Company’s and Provident’s respective 2024 Annual Reports on Form 10-K. The Company’s and Provident’s SEC filings are accessible on the SEC’s website at www.sec.gov and on their respective corporate websites at https://investors.bankprov.com/ and nbbancorp.com. These web addresses are included as inactive textual references only.
Information on these websites is not part of this document. For any forward-looking statements made in this Form 8-K, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Except as required by law, Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this Form 8-K.
Additional Information and Where to Find It
In connection with the Merger Transaction, the Company intends to file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Provident and a Prospectus of the Company (the “proxy statement/prospectus”), as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS AND SHAREHOLDERS OF THE COMPANY AND PROVIDENT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND EACH OTHER RELEVANT DOCUMENT FILED WITH THE SEC, AS WELL AS ANY AMENDMENT OR SUPPLEMENT TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A copy of the definitive proxy statement/prospectus, as well as other filings containing information about the Company and Provident, can be obtained without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to the Company’s Investor Relations team via email at [email protected] or by telephone at (781) 474-5408, or to Provident’s Investor Relations, via email at [email protected] or by telephone at (603) 318-2660.
Participants in the Solicitation
Provident and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Provident in connection with the proposed transaction under the rules of the SEC. Information regarding Provident’s directors and executive officers is available in its definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 15, 2025, its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025, and other documents filed by Provident with the SEC. Other information regarding the participants in the proxy solicitation, and a description of their direct and indirect interests, will be included in the proxy statement/prospectus and other relevant materials filed with the SEC, which may be obtained free of charge as described in the preceding paragraph.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Upon and subject to the completion of the Merger, Joseph B. Reilly, Provident’s Director, President and Chief Executive Officer will join the respective Boards of Directors of the Company and Needham Bank.
Mr. Reilly has also entered into a Consulting Agreement with Needham pursuant to which he will provide consulting services to Needham for 18 months after the Merger at a monthly fee of $27,500. Separately, Mr. Reilly will receive two lump sum cash payments upon completion of the Merger: a payment of $800,000 in settlement of his rights under his employment agreement with BankProv and a payment of $250,000 in exchange for his non-competition and non-solicitation commitments in the Consulting Agreement. The foregoing summary of the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is attached as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference in its entirety.
Item 7.01 | Regulation FD Disclosure. |
On June 5, 2025, the Company issued a press release announcing its entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K. In addition, the Company is furnishing supplemental presentation materials used in connection with a conference call held to discuss the transaction with analysts and investors. The presentation materials are included as Exhibit 99.3 and are incorporated by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. |
| Description |
2.1 | ||
10.1 | ||
99.1 | ||
99.2 | ||
99.3 | ||
99.4 | ||
104.1 | Cover Page Interactive Data File (Embedded within Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
NB BANCORP, INC. | ||
DATE: June 5, 2025 | By: | /s/Jean-Pierre Lapointe |
Executive Vice President and Chief Financial Officer |
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
DATED AS OF JUNE 5, 2025
BY AND AMONG
NB BANCORP. INC.,
NEEDHAM BANK,
1828 MS, INC.,
PROVIDENT BANCORP, INC.,
AND
BANKPROV
TABLE OF CONTENTS
INDEX OF DEFINED TERMS
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER, dated as of June 5, 2025, is by and among NB Bancorp, Inc. (“Buyer”), 1828 MS, Inc., a wholly owned subsidiary of Buyer (“Merger Sub”), Needham Bank, a wholly owned subsidiary of Buyer (“Buyer Bank”), Provident Bancorp, Inc. (“Company”), and BankProv, a wholly owned subsidiary of Company (“Company Bank”). Any capitalized term used in this Agreement and not otherwise defined has the meaning set forth in Article IX.
BACKGROUND STATEMENTS
In consideration of the mutual promises in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
the surviving entity in the Merger, is sometimes referred to in this Agreement as the “Interim Surviving Entity”.
or deducted pursuant to and in accordance with this Section 2.11 and paid over to the appropriate Governmental Authority shall be treated for all purposes of this Agreement as having been paid to the recipient in respect of which such deduction and withholding was made.
applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity (the “Enforceability Exceptions”)).
no material breaches, violations or defaults or bona fide allegations or assertions of such by any party thereunder.
Company, there is no reason to anticipate that Company Bank will not be “well capitalized” as of both March 31, 2025 and December 31, 2025.
program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act. Company Bank has implemented a program with respect to the beneficial ownership requirements set forth in the final rule on Customer Due Diligence Requirements for Financial Institutions found in 81 Federal Register 29397 (July 11, 2016) and 31 C.F.R. § 1010 et seq. Company Bank has, and at all times since December 31, 2021 has had, a Community Reinvestment Act rating no lower than “Satisfactory”.
and binding obligations of Buyer or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions). Buyer and each of its Subsidiaries has duly performed in all material respects all of its material obligations thereunder to the extent that such obligations to perform have accrued, and, to the Knowledge of Buyer, there are no material breaches, violations or defaults or bona fide allegations or assertions of such by any party thereunder.
(July 11, 2016) and 31 C.F.R. § 1010 et seq. Buyer Bank has, and at all times during the past three (3) years has had, a Community Reinvestment Act rating no lower than “Satisfactory”.
Notwithstanding anything to the contrary contained in this Section 5.02(d), neither Company nor any of its Subsidiaries shall provide new compensation of any type, other than payment of base salary and short term incentive payments permitted under this Agreement, settlement of Company Equity Awards, and provision of employee benefits, each in the ordinary course, to any “disqualified individual” to the extent such compensation would reasonably be expected (as of the date of such new compensation) to constitute an “excess parachute payment” as defined in Section 280G of the Code (after taking into account the impact of applicable permitted mitigation alternatives).
satisfaction of the conditions set forth in Article VII of this Agreement, and shall cooperate fully to that end.
any actions or provide any information pursuant to this Section 6.13 that would, in the Company’s reasonable determination, violate applicable federal, state or local statutes, Laws, regulations, ordinances, rules, judgments, orders or decrees related to data protection or privacy. Buyer shall promptly reimburse Company for any reasonable out-of-pocket fees, expenses, or charges that Company may incur as a result of taking, at the request of Buyer, any action to facilitate the Information Systems Conversion.
things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of Nasdaq to enable the de-listing by the Interim Surviving Entity of the Company Common Stock from Nasdaq and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
and prior to the date that is twelve (12) months after the date of such termination, Company enters into a definitive agreement or consummates a transaction with respect to a Company Acquisition Proposal (whether or not the same Company Acquisition Proposal as that referred to above), then Company shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to the Termination Fee.
“Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise.
“Aggregate ESOP Consideration” has the meaning set forth in Section 6.09(e)(ii).
“Agreement” means this Agreement and Plan of Merger (including exhibits and disclosure schedules), as amended or modified in accordance with Section 10.02.
“Approval Date” has the meaning set forth in Section 1.04.
“Articles of Bank Merger” has the meaning set forth in Section 1.05(c).
“Articles of Holdco Merger” has the meaning set forth in Section 1.05(b).
“Articles of Merger” has the meaning set forth in Section 1.05(a).
“Bank Merger” has the meaning set forth in the Background Statements.
“Bank Secrecy Act” means the Bank Secrecy Act of 1970, as amended.
“BHC Act” means the Bank Holding Company Act of 1956, as amended.
“BOLI” has the meaning set forth in Section 3.32(b).
“Burdensome Conditions” has the meaning set forth in Section 6.04(a).
“Business Day” means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. government or any day on which banking institutions in The Commonwealth of Massachusetts are authorized or obligated to close.
“Buyer” has the meaning set forth in the preamble to this Agreement.
“Buyer 401(k) Plan” has the meaning set forth in Section 6.09(a).
“Buyer Balance Sheet Date” has the meaning set forth in Section 4.10(a).
“Buyer Bank” has the meaning set forth in the preamble to this Agreement.
“Buyer Benefit Plan” has the meaning set forth in Section 4.18(a).
“Buyer Classified Loans” has the meaning set forth in Section 4.24(a).
“Buyer Common Stock” has the meaning set forth in Section 2.01(c)(ii).
“Buyer Covered Person” has the meaning set forth in Section 4.35.
“Buyer Disclosure Schedule” has the meaning set forth in Section 4.01(a).
“Buyer Equity Plan” means the NB Bancorp, Inc. 2025 Equity Incentive Plan.
“Buyer ESOP” means the Needham Bank Employee Stock Ownership Plan.
“Buyer Insurance Policies” means all of the material insurance policies, binders, or bonds currently maintained by Buyer and its Subsidiaries, other than credit-life policies.
“Buyer Lease Options” has the meaning set forth in Section 4.31(c).
“Buyer Leased Real Property” has the meaning set forth in Section 4.31(c).
“Buyer Leases” has the meaning set forth in Section 4.31(c).
“Buyer Loan Property” has the meaning set forth in Section 4.21(a).
“Buyer Material Contracts” has the meaning set forth in Section 4.13(a).
“Buyer Owned Real Property” has the meaning set forth in Section 4.31(b).
“Buyer Pension Plan” has the meaning set forth in Section 4.18(c).
“Buyer Real Property” has the meaning set forth in Section 4.31(c).
“Buyer Regulatory Agreement” has the meaning set forth in Section 4.14.
“Buyer Reports” has the meaning set forth in Section 4.08(a).
“Buyer Share Issuance” has the meaning set forth in Section 3.07(a).
“Buyer Third-Party Consents” has the meaning set forth in Section 4.13(c).
“Buyer VWAP” means volume-weighted average trading price of a share of Buyer Common Stock on Nasdaq (or if Buyer Common Stock is not then listed on Nasdaq, the principal securities market on which Buyer Common Stock is then listed or quoted).
“Cash Conversion Number” has the meaning set forth in Section 2.02(a).
“Cash Election” has the meaning set forth in Section 2.01(c)(i).
“Cash Election Number” has the meaning set forth in Section 2.02(b).
“Cash Election Shares” has the meaning set forth in Section 2.01(c)(i).
“Cash Payment” has the meaning set forth in Section 2.09(a).
“Chosen Courts” has the meaning set forth in Section 10.07(b).
“Closing” and “Closing Date” have the meanings set forth in Section 1.04.
“Code” means the Internal Revenue Code of 1986, as amended.
“Commissioner” has the meaning set forth in Section 3.07(a).
“Community Reinvestment Act” or “CRA” means the Community Reinvestment Act of 1977, as amended.
“Company” has the meaning set forth in the preamble to this Agreement.
“Company 401(k) Plan” has the meaning set forth in Section 6.09(a).
“Company Acquisition Proposal” means other than the Transaction, any offer, inquiry or proposal relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets of Company and its Subsidiaries or 20% or more of any class of equity or voting securities of Company or its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Company, (ii) any tender offer or exchange offer that, if consummated, would result in such third party beneficially owning 20% or more of any class of equity or voting securities of Company or its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Company, or (iii) a merger, consolidation, share exchange or other business combination, reorganization or similar transaction involving Company or its Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Company.
“Company Adverse Recommendation Change” has the meaning set forth in Section 6.02(a).
“Company Balance Sheet Date” has the meaning set forth in Section 3.10(a).
“Company Bank” has the meaning set forth in the preamble to this Agreement.
“Company Benefit Plan” has the meaning set forth in Section 3.17(a).
“Company Board Recommendation” has the meaning set forth in Section 6.02(a).
“Company Classified Loans” has the meaning set forth in Section 3.23(a).
“Company Common Stock” means the common stock, $0.01 par value per share, of Company.
“Company Covered Person” has the meaning set forth in Section 3.37.
“Company Data Tape” means a tape or electronic data file with respect to each Loan including any or all of the following information: borrower name, contact details, demographics, loan amount, interest rate, repayment schedule, term, collateral, payment history, outstanding balance, delinquency status, credit scores, credit limits, credit utilization, geography, industry, vintage, and other factors that may influence risk or performance.
“Company designated director” has the meaning set forth in Section 6.18(a).
“Company Disclosure Schedule” has the meaning set forth in Section 3.01(a).
“Company Disclosure Supplement” has the meaning set forth in Section 6.10(b).
“Company Employees” has the meaning set forth in Section 3.17(a).
“Company Equity Awards” means Options and Company Restricted Stock Awards.
“Company Equity Plans” has the meaning set forth in Section 2.09(a).
“Company ESOP” means the The Provident Bank Employee Stock Ownership Plan.
“Company Intervening Event” means a material event, fact, circumstance, development or occurrence which is unknown and not reasonably foreseeable to or by the board of directors of Company as of the date hereof (and does not relate to a Company Superior Proposal) but becomes known to or by the board of directors of Company prior to obtaining the Requisite Company Shareholder Approval; provided, however, that in no event shall any of the following constitute or be taken into account in determining whether a “Company Intervening Event” has occurred: (a) the receipt, terms or existence of any Company Acquisition Proposal or any matter relating thereto, (b) any action taken by Company or Buyer pursuant to and in compliance with the covenants and agreements set forth in this Agreement, and any consequences of such actions, (c) changes in the market price or trading volume of the capital stock of Company or Buyer or any of their respective Subsidiaries, or (d) Company or Buyer or any of their respective Subsidiaries meeting, exceeding or failing to meet any internal or publicly announced financial projections, forecasts, guidance, estimates or budgets or internal or published financial or operating predictions of revenue, earnings, cash flow or cash position or results of operations for any period; provided, further, that, with respect to the foregoing clauses (c) and (d), the underlying causes of such change, meeting, exceedance or failure may otherwise constitute or be taken into account in determining whether a “Company Intervening Event” has occurred if not falling into the foregoing clauses (a) and (b) of this definition.
“Company Leased Real Property” has the meaning set forth in Section 3.30(c).
“Company Leases” has the meaning set forth in Section 3.30(c).
“Company Loan Property” has the meaning set forth in Section 3.19(a).
“Company Material Contracts” has the meaning set forth in Section 3.13(a).
“Company Meeting” has the meaning set forth in Section 6.02(a).
“Company Owned Real Property” has the meaning set forth in Section 3.30(b).
“Company Pension Plan” has the meaning set forth in Section 3.17(c).
“Company Real Property” has the meaning set forth in Section 3.30(c).
“Company Regulatory Agreement” has the meaning set forth in Section 3.14.
“Company Reports” has the meaning set forth in Section 3.08(a).
“Company Restricted Stock Award” has the meaning set forth in Section 2.09(b).
“Company Stock Option” have the meanings set forth in Section 2.09(a).
“Company Superior Proposal” means any unsolicited bona fide written Company Acquisition Proposal with respect to more than 50% of the outstanding shares of capital stock of Company or substantially all of the assets of Company that is (a) on terms which the board of directors of Company determines in good faith after taking into account all the terms and conditions of the Company Acquisition Proposal and this Agreement (including any proposal by Buyer to adjust the terms and conditions of this Agreement), including any breakup fees, expense reimbursement provisions, conditions to and expected timing and risks of consummation, the form of consideration offered and the ability and necessity of the Person making such proposal to obtain financing for such Company Acquisition Proposal, after consultation with its financial advisor, to be more favorable from a financial point of view to Company’s shareholders than the Transaction, (b) that constitutes a transaction that, in the good faith judgment of the board of directors of Company, is reasonably likely to be consummated on the terms set forth, taking into account all legal, financial, regulatory, and other aspects of the proposal, and (c) for which financing, to the extent required, is then committed pursuant to a written commitment letter.
“Company Third-Party Consents” has the meaning set forth in Section 3.13(d).
“Confidentiality Agreement” has the meaning set forth in Section 10.05.
“Continuing Employees” has the meaning set forth in Section 6.09(a).
“COVID Measures” means any quarantine, “shelter in place,” “stay at home”, workforce reduction, social distancing, shut down, closure, sequester or other directives, guidelines or recommendations promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to the outbreaks, epidemics or pandemics relating to SARS-CoV-2 or COVID-19.
“D&O Insurance” has the meaning set forth in Section 6.08(c).
“Data Vendor Agreement” has the meaning set forth in Section 3.36(c).
“Derivative Transaction” means any swap transactions, option, warrant, forward purchase or sale transactions, futures transactions, cap transactions, floor transactions, or collar transactions relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events, or conditions or any indexes, or any other similar transactions (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments
evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to them.
“Designated Employee” has the meaning set forth in Section 6.09(c).
“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act.
“Effective Time” has the meaning set forth in Section 1.05.
“Election” has the meaning set forth in Section 2.05(a).
“Election Deadline” has the meaning set forth in Section 2.05(d).
“Election Period” has the meaning set forth in Section 2.05(c).
“End Date” has the meaning set forth in Section 8.01(e).
“Enforceability Exceptions” has the meaning set forth in Section 3.06.
“Environmental Law” means any federal, state or local Law, regulation, order, decree, permit, authorization, opinion, or agency requirement relating to: (a) pollution, the protection or restoration of the environment or natural resources, (b) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance, or (c) any injury or threat of injury to persons or property in connection with any Hazardous Substance. The term Environmental Law includes, but is not limited to, the following statutes, as amended, any successor law, and any implementing regulations, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: (a) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq.; the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 1101, et seq.; the Safe Drinking Water Act; 42 U.S.C. § 300f, et seq.; (b) common law that may impose liability (including without limitation strict liability) or obligations for injuries or damages due to the presence of or exposure to any Hazardous Substance.
“Equal Credit Opportunity Act” means the Equal Credit Opportunity Act, as amended.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“ERISA Affiliate” has the meaning set forth in Section 3.17(d).
“ESOP Termination Date” has the meaning set forth in Section 6.09(e)(iii).
“ESOP Trustee” means the trustee of the Company ESOP.
“ESOP Vote” has the meaning set forth in Section 6.09(e)(i).
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exchange Agent” means Continental Stock Transfer & Trust Company, or such other exchange agent as may be designated by Buyer and reasonably acceptable to Company to act as agent for purposes of conducting the exchange procedures described in Section 2.07 (which shall be Buyer’s transfer agent).
“Exchange Fund” has the meaning set forth in Section 2.06.
“Exchange Ratio” has the meaning set forth in Section 2.01(d)(i).
“Executive Officer” means each officer of Buyer and Company who as of the relevant date files reports with the SEC pursuant to Section 16(a) of the Exchange Act.
“Exercise Price” has the meaning set forth in Section 2.09(a).
“Fair Credit Reporting Act” means the Fair Credit Reporting Act, as amended.
“Fair Housing Act” means the Fair Housing Act, as amended.
“FDIC” means the Federal Deposit Insurance Corporation.
“Federal Deposit Insurance Act” means the Federal Deposit Insurance Act of 1950, as amended.
“Federal Reserve Act” means the Federal Reserve Act of 1913, as amended.
“FHLB” means the Federal Home Loan Bank of Boston.
“Form of Election” has the meaning set forth in Section 2.05(b).
“FRB” means the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of Boston.
“GAAP” means accounting principles generally accepted in the United States of America.
“Governmental Authority” means any federal, state or local court, regulator, administrative agency, or commission or other governmental authority or instrumentality.
“Gramm-Leach-Bliley Act of 1999” means the Financial Services Modernization Act of 1999, as amended, which is commonly referred to as the “Gramm-Leach-Bliley Act.”
“Hazardous Substance” means any and all substances (whether solid, liquid or gas) defined, listed, or otherwise regulated as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, flammable or explosive materials, radioactive materials, or words of similar meaning or regulatory effect under any Environmental Law, including but not limited to petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables and explosives, and toxic mold.
“Holder” has the meaning set forth in Section 2.05.
“Home Mortgage Disclosure Act” means the Home Mortgage Disclosure Act of 1975, as amended.
“Indemnified Parties” and “Indemnifying Party” have the meanings set forth in Section 6.08(a).
“Information Systems Conversion” has the meaning set forth in Section 6.13.
“Insurance Policies” has the meaning set forth in Section 3.32(a).
“Intellectual Property” shall mean trademarks, service marks, brand names, Internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto and any reexaminations, renewals, extensions or reissues thereof, in any jurisdiction; trade secrets and know-how (including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person); writings and other works, whether copyrightable or not and whether in published or unpublished works, in any jurisdiction; and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof; and any similar intellectual property or proprietary rights.
“Interim Surviving Entity” shall have the meaning set forth in Background Statements.
“IRS” means the Internal Revenue Service.
“IT Assets” has the meaning set forth in Section 3.36(b).
“Knowledge” of any Person (including references to a Person being aware of a particular matter) as used with respect to Company and its Subsidiaries means those facts that are actually known, after reasonable inquiry, by the officers of Company listed on Company Disclosure Schedule 9.01, and as used with respect to Buyer and its Subsidiaries means those facts that are actually known, after reasonable inquiry, by the officers of Buyer listed on Buyer Disclosure Schedule 9.01. Without limiting the scope of the immediately preceding sentence, the term “Knowledge” includes any fact, matter, or circumstance set forth in any written notice received by Company or Buyer, respectively, from any Governmental Authority.
“Law” means any statute, law, ordinance, rule, or regulation of any Governmental Authority that is applicable to the referenced Person.
“Lease Options” has the meaning set forth in Section 3.30(b).
“Liens” means any charge, mortgage, pledge, security interest, restriction, claim, lien or encumbrance, conditional and installment sale agreement, charge or other claim of third parties of any kind.
“Loans” has the meaning set forth in Section 3.23(a).
“Material Adverse Effect” means with respect to any Person, any effect, circumstance, occurrence or change that (a) is material and adverse to the financial position, results of operations, or business of such Person and its Subsidiaries, taken as a whole, or (b) which does or would materially impair the ability of such Person to perform its obligations under this Agreement or otherwise materially impairs the ability of such Person to timely consummate the Transaction; provided, however, that for the purposes of clause (a) above, Material Adverse Effect shall not be deemed to include the impact of: (i) changes, after the date hereof, in banking and similar Laws of general applicability or interpretations of banking and similar Laws of general applicability by Governmental Authorities (including the COVID Measures); (ii) changes, after the date hereof, in GAAP or regulatory accounting requirements applicable to banks or bank holding companies generally; (iii) any modifications or changes to Company valuation policies and practices in connection with the Transaction or restructuring charges taken in connection with the Transaction, in each case in accordance with GAAP and with Buyer’s prior written consent or at the direction of Buyer; (iv) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally, including, but not limited to, changes in levels of
interest rates generally; (v) the effects of the expenses incurred by Company or Buyer in negotiating, documenting, effecting, and consummating the Transaction; (vi) any action or omission required by this Agreement or taken, after the date of this Agreement, by Company with the prior written consent of Buyer, and vice versa, or as otherwise expressly permitted or contemplated by this Agreement or at the written direction of Buyer; (vii) the public announcement of this Agreement (including the impact of such announcement on relationships with customers or employees (including the loss of personnel subsequent to the date of this Agreement); (viii) changes, after the date hereof, in national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon or within the United States; (ix) natural disasters, pandemics (including the outbreaks, epidemics or pandemics relating to SARS-CoV-2 or COVID-19, and the governmental and other responses thereto) or other force majeure events and (x) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections or internal financial forecasts, but not, in either case, including any underlying causes thereof; except, with respect to subclauses (i), (ii), (iv), (viii) or (ix), to the extent that the effects of such change are disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate).
“Maximum D&O Tail Premium” has the meaning set forth in Section 6.08(c).
“Merger” has the meaning set forth in the Background Statements.
“Merger Consideration” has the meaning set forth in Section 2.01(d)(ii).
“Merger Sub” has the meaning set forth in the Background Statements.
“Merger Sub Common Stock” means the common stock, $0.01 par value per share, of Merger Sub.
“MGCL” has the meaning set forth in Section 1.01.
“Nasdaq” has the meaning set forth in Section 3.07(a).
“National Labor Relations Act” means the National Labor Relations Act of 1935, as amended.
“New Certificate” has the meaning set forth in Section 2.07(a).
“New Plans” has the meaning set forth in Section 6.09(a).
“Non-Election Shares” has the meaning set forth in Section 2.01(c)(iii)
“Old Certificate” means any certificate or book entry statement which immediately prior to the Effective Time represents shares of Company Common Stock.
“OREO” means any asset that is classified as “other real estate owned”.
“Patient Protection and Affordable Care Act” means the Patient Protection and Affordable Care Act, as amended, and the regulations promulgated pursuant to each of the foregoing laws.
“Per Share Cash Consideration” shall have the meaning set forth in Section 2.01(d)(iii).
“Per Share Cash Equivalent Consideration” means the sum of (x) $6.50 and (y) 0.50 times the product (rounded to the nearest cent) obtained by multiplying (i) the Exchange Ratio by (ii) the volume-
weighted average trading price of a share of the Buyer Common Stock on Nasdaq for the consecutive period of five (5) full trading days ending on the day that the Parties anticipate to be five (5) Business Days preceding the Closing Date, as provided by Bloomberg L.P.
“Permitted Actions” has the meaning set forth in Section 5.02(c)(ii).
“Permitted Liens” has the meaning set forth in Section 3.30(b).
“Person” means any individual, bank, corporation, partnership, association, joint-stock company, business trust, limited liability company, unincorporated organization, or other organization or firm of any kind or nature.
“Personal Data” has the meaning set forth in Section 3.12(a).
“Phase I Assessment” has the meaning set forth in Section 5.02(x).
“Phase II Assessment” has the meaning set forth in Section 6.15(a).
“Plan of Bank Merger” means the agreement and plan of merger to be entered into between Buyer Bank and Company Bank providing for the merger of Company Bank with and into Buyer Bank, with Buyer Bank the surviving entity.
“Privacy Laws” means all applicable Laws and self-regulatory programs relating to the Processing of Personal Data, data privacy, data security, or security breach notification, including, as applicable and without limitation: U.S. state consumer protection Laws; U.S. state data privacy Laws; U.S. state data security Laws; U.S. state breach notification Laws; the Federal Trade Commission Act; U.S. state and federal financial privacy Laws; U.S. state and federal insurance privacy Laws; the Gramm-Leach-Bliley Act and its U.S. state law equivalents; the Massachusetts Insurance Information and Privacy Protection law (Mass. Gen. Laws ch. 175I) and substantially similar U.S. state laws; Massachusetts’ Standards for the Protection of Personal Information of Residents of the Commonwealth (201 CMR §17.00) and substantially similar U.S. state laws; the California Consumer Privacy Act; the Telephone Consumer Protection Act; the Controlling the Assault of Non-Solicited Pornography And Marketing Act; the Fair Debt Collection Practices Act and its U.S. state law equivalents; the Fair Credit Reporting Act and its U.S. state law equivalents; the Health Insurance Portability and Accountability Act and implementing regulations; and the PCI DSS.
“Privacy Obligations” means all Privacy Laws, contractual obligations relating to the privacy, security, and/or Processing of Personal Data, and privacy and data security policies, procedures, notices, and rules applicable to or binding on Company or Buyer, as applicable.
“Process” or “Processing” means any operation or set of operations performed on data, including Personal Data, whether or not by automated means, such as the creation, receipt, maintenance, transmission, collection, use, disclosure, processing, analysis, retention, storage, protection, transfer or disposal of Personal Data.
“Proxy Statement-Prospectus” means the proxy statement and prospectus and other proxy solicitation materials constituting a part of them, together with any amendments and supplements, to be delivered to Company shareholders in connection with the solicitation of their approval of this Agreement.
“Registration Statement” has the meaning set forth in Section 3.35.
“Regulatory Approval” has the meaning set forth in Section 3.07(a).
“Release” means, with respect to any Hazardous Substance, any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the indoor or outdoor environment.
“Representatives” of any Person means any Affiliate, officer, director, employee, agent or consultant of such Person or any investment banker, financial advisor, attorney, accountant or other representative retained by such Person.
“Requisite Company Shareholder Approval” has the meaning set forth in Section 3.06.
“Sarbanes-Oxley Act” has the meaning set forth in Section 3.08(e).
“SEC” means the U.S. Securities and Exchange Commission, including, to the extent relevant or applicable, the staff of U.S. Securities and Exchange Commission.
“Section 16 Officer” shall mean each individual who is or, as of the applicable time was, designated as an “officer” of the Company, within the meaning of 17 C.F.R. § 240.16a-1(f).
“Securities Act” means the Securities Act of 1933, as amended.
“Security Breach” has the meaning set forth in Section 3.36(b).
“Split Dollar Policies” has the meaning set forth in Section 3.17(m).
“Stock Consideration” has the meaning set forth in Section 2.01(c)(ii).
“Stock Conversion Number” has the meaning set forth in Section 2.02(a).
“Stock Election” has the meaning set forth in Section 2.01(c)(ii).
“Stock Election Number” has the meaning set forth in Section 2.02(b)(i).
“Stock Election Shares” has the meaning set forth in Section 2.01(c)(ii)
“Subsidiary” means, with respect to any party, any corporation or other entity of which a majority of the capital stock or other ownership interest having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the party. For purposes of this Agreement any reference to a Company Subsidiary means, unless the context otherwise requires, any current or former Subsidiary of Company, and any reference to a Buyer Subsidiary means, unless the context otherwise requires, any current or former Subsidiary of Buyer.
“Takeover Restrictions” shall have the meaning set forth in Section 3.33.
“Tax” and “Taxes” mean all federal, state, local or foreign income, gross income, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, withholding, payroll, employment, disability, employer health, excise, estimated, severance, stamp, occupation, property, custom duties, unemployment, or other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever imposed by a Governmental Authority, together with any interest, additions or penalties, whether disputed or not.
“Tax Returns” means any return, declaration or other report, claim for refund, or information return or statement relating to Taxes required to be filed with a Taxing Authority, including any schedules or attachment thereto, and including any amendment thereof.
“Taxing Authority” means any Governmental Authority responsible for the imposition, assessment or collection of any Tax.
“Termination Fee” has the meaning set forth in Section 8.02(a).
“The date hereof” or “the date of this Agreement” shall mean June ___, 2025.
“Transition Period” has the meaning set forth in Section 6.09(c).
“Treasury Regulations” means the Treasury Regulations promulgated under the Code.
“Truth in Lending Act” means the Truth in Lending Act of 1968, as amended.
“USA PATRIOT Act” means the USA PATRIOT Act of 2001, Public Law 107-56, and its implementing regulations.
“Voting Agreement” has the meaning set forth in the Background Statements.
“Willful Breach” means a deliberate and willful act or a deliberate and willful failure to act, in each case, which action or failure to act (as applicable) occurs with the knowledge (actual or constructive) that such act or failure to act constitutes or would result in, or would be reasonably expected to result in, a material breach of this Agreement, and which in fact does cause a material breach of this Agreement.
Agreement shall limit either party’s rights to recover any liabilities or damages arising out of the other party’s Willful Breach of any provision of this Agreement.
If to Buyer or Merger Sub:
NB Bancorp, Inc.
1063 Great Plain Avenue
Needham, Massachusetts 02492
Attention: Joseph P. Campanelli, Chairman, President and Chief Executive Officer
E-mail: [email protected]
With a copy (which shall not constitute notice) to:
1063 Great Plain Avenue
Needham, Massachusetts 02492
Attention: Margaret Watson, Senior Vice President and General Counsel
E-mail: [email protected]
Nutter, McClennen & Fish, LLP
155 Seaport Boulevard
Boston, MA 02210
Attention: Michael K. Krebs, Esq.
E-mail: [email protected]
If to Company:
Provident Bancorp, Inc.
5 Market Street
Amesbury, Massachusetts 01913
Attention: Joseph B. Reilly, President and Chief Executive Officer
E-mail: [email protected]
With a copy (which shall not constitute notice) to:
Luse Gorman, PC
5335 Wisconsin Avenue, NW
Suite 780
Washington, District of Columbia, 20015
Attention: Lawrence M. F. Spaccasi, Esq.
E-mail: [email protected]
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement in counterparts by their duly authorized officers, all as of the day and year on page one.
NB BANCORP, INC.
By: ___/s/ Joseph P. Campanelli
Name: Joseph P. Campanelli
Title: President and Chief Executive Officer
1828 MS, INC.
By: ___/s/ Joseph P. Campanelli
Name: Joseph P. Campanelli
Title: President and Chief Executive Officer
NEEDHAM BANK
By: ___/s/ Joseph P. Campanelli
Name: Joseph P. Campanelli
Title: President and Chief Executive Officer
PROVIDENT BANCORP, INC.
By: ___/s/ Joseph B. Reilly
Name: Joseph B. Reilly
Title: President and Chief Executive Officer
BANKPROV
By: ___/s/ Joseph B. Reilly
Name: Joseph B. Reilly
Title: President and Chief Executive Officer
EXHIBIT A
Form of Voting Agreement
[See attached.]
| Exhibit 10.1 JP Lapointe Page 1 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is dated this June 5, 2025, between Needham Bank, with its principal place of business in Needham, Massachusetts (the “Bank”) and Jean-Pierre Lapointe (the “Executive”). When used in this Agreement, the term “Company” shall refer to NB Bancorp, Inc., the holding company of the Bank. WITNESSETH WHEREAS, the Executive is presently the Executive Vice President, Chief Financial Officer of the Company and the Bank; WHEREAS, the Bank desires to assure itself of the Executive’s continued active participation in the business of the Bank; and WHEREAS, to induce the Executive to remain in the employ of the Bank and in consideration of the Executive’s agreeing to remain in the employ of the Bank, the parties desire to specify the severance benefits due to the Executive in the event the Executive’s employment with the Bank terminates under specified circumstances. NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows: 1. Definitions. The following terms shall have the meanings set forth below for the purposes of this Agreement: (a) Annual Compensation. The Executive’s “Annual Compensation” for purposes of this Agreement shall be deemed to mean (i) the Executive’s base salary, plus (ii) the annual total incentive bonus that would have been earned in the year of the Change in Control at target bonus opportunity. For purposes of this definition, payments of deferred compensation shall be disregarded when paid and deferral of compensation at the Executive’s election shall be included as compensation exclusively in the year of deferral. (b) Cause. Termination of the Executive’s employment for “Cause” shall mean termination because of the Executive’s (i) material act of dishonesty or fraud in performing the Executive’s duties on behalf of the Bank; (ii) willful misconduct that in the judgment of the Board of Directors of the Bank will likely cause economic damage to the Bank or the Company or injury to the business reputation of the Bank or the Company; (iii) breach of fiduciary duty involving personal profit; (iv) intentional failure to perform the Executive’s stated duties after written notice thereof from the Board of Directors of the Bank; (v) willful violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other non-custodial penalty) that reflect adversely on the reputation of the Bank or the Company; any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or any violation of the policies and procedures of the Bank as outlined in the Bank’s employee handbook or policies, that would result in the termination of employment of employees of the Bank, as from time to time amended and incorporated herein by reference. For purposes of this paragraph, no act or failure to act on the Executive’s part shall be considered “willful” unless |
| JP Lapointe Page 2 done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Bank. The Executive’s employment shall not be terminated for “Cause” in accordance with this paragraph for any act or action or failure to act which is undertaken or omitted in accordance with a resolution of the Bank’s Board of Directors or upon advice of the Bank’s counsel. (c) Change in Control. “Change in Control” shall mean the occurrence of any of the following events (i) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial portion of the assets of the Corporation as defined in accordance with Code Section 409A. For purposes of this Section, the term “Corporation” is defined to include the Bank, the Company or any of their successors, as applicable: (i) “A change in the ownership of a Corporation” occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such Corporation. (ii) “A change in the effective control of the Corporation” occurs on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing 30 percent or more of the total voting power of the stock of the Corporation, or (B) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, provided that this subsection “(B)” is inapplicable where a majority stockholder of the Corporation is another corporation. (iii) A change in a substantial portion of the Corporation’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (A) all of the assets of the Corporation, or (B) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance. (d) Code. “Code” shall mean the Internal Revenue Code of 1986. |
| JP Lapointe Page 3 (e) Date of Termination. “Date of Termination” shall mean (i) if the Executive’s employment is terminated for Cause, the date on which the Notice of Termination is given, and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination. (f) Good Reason. Termination by the Executive of the Executive’s employment for “Good Reason” shall mean termination by the Executive at or following a Change in Control based on, without the Executive’s express written consent: (i) the assignment by the Bank to the Executive of any duties which are materially inconsistent with the Executive’s positions, duties, responsibilities and status with the Bank immediately prior to a Change in Control, or a material change in the Executive’s reporting responsibilities, titles or offices as an officer and employee and as in effect immediately prior to the Change in Control, or any removal of the Executive from or any failure to re-elect the Executive to any of such responsibilities, titles or offices, except in connection with the termination of the Executive’s employment for Cause or as a result of the Executive’s death or by the Executive other than for Good Reason; (ii) a reduction in the Executive’s base salary or bonus/incentive award opportunity under the Employers’ incentive compensation plans or arrangements as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter or a reduction in the package of fringe benefits provided to the Executive as in effect immediately prior to the date of the Change in Control; (iii) A change in the Executive’s principal place of employment by a distance in excess of twenty-five (25) miles from its location immediately prior to the Change in Control; or (iv) The failure by the Company to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in Section 10. Notwithstanding the foregoing, prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Bank within ninety (90) days following the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date of the Bank received written notice from the Executive, but the Bank may waive its right to cure. If the Bank remedies the condition within the thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within the thirty (30) day cure period, then the Executive may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of the cure period. (g) IRS. IRS shall mean the Internal Revenue Service. (h) Notice of Termination. Any purported termination of the Executive’s employment by the Employers for any reason or by the Executive for any reason, including without limitation for Good Reason, shall be communicated by written “Notice of Termination” to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a dated notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets |
| JP Lapointe Page 4 forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) specifies a Date of Termination, which shall be not less than thirty (30) nor more than ninety (90) days after the Notice of Termination is given, except in the case of the Bank’s termination of the Executive’s employment for Cause, which shall be effective immediately; and (iv) is given in the manner specified in Section 11. 2. Term of Agreement. The term of this Agreement shall be for twenty-four (24) months, commencing on the date of this Agreement. On each anniversary of the date of this Agreement, the term of the Agreement shall renew for an additional year such that the remaining term shall be twenty-four (24) full calendar months unless either the Bank or Executive by written notice to the other given at least sixty (60) days prior to such renewal date notifies the other of its intent not to extend the term. In the event that notice not to extend is given by either the Bank or the Executive, this Agreement will terminate as of the last day of the then-current term. References herein to the term of this Agreement shall refer both to the initial term and successive terms. Notwithstanding the foregoing, in the event the Bank or the Company has entered into an agreement to effect a transaction that would be considered a Change in Control, the term of this Agreement will be extended automatically so that it is scheduled to expire no less than twenty-four (24) months beyond the effective date of the Change in Control, subject to extensions as set forth above. 3. Benefits Upon Termination. If the Executive’s employment by the Bank is terminated within one year of a Change in Control and during the term of this Agreement other than for Cause or by the Executive’s for Good Reason, then the Bank shall: (a) pay the Executive any earned but unpaid base salary through the Date of Termination, to be paid not later than the date on which such base salary would ordinarily have been paid; (b) pay to the Executive the annual bonus (if any) to which the Executive is entitled under any cash-based annual bonus or performance compensation plan in effect for the year in which his termination occurs, to be paid at the same time and on the terms and conditions (including but not limited to achievement of performance goals) applicable under the relevant plan; (c) provide the benefits (if any) due to the Executive as a former employee other than pursuant to this Agreement under the Bank’s compensation and benefits plans (the items described in Sections 3(a), (b) and (c), the “Standard Termination Entitlements”); (d) pay to the Executive, in a lump sum on the Date of Termination, a cash severance equal to two (2) times the Executive’s Annual Compensation (the “Additional Severance Payment”); and (e) if the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provide the Executive with twenty-four (24) consecutive monthly cash payments (commencing within the first month following the Date of Termination and continuing until the 24th month following the Date of Termination), each equal to the monthly COBRA premium in effect as of the Date of Termination for the level of coverage in effect for the Executive and the Executive’s dependents under the |
| JP Lapointe Page 5 Bank’s (or any successor’s) group health plan. The payment of the amounts set forth in Paragraphs (3)(d) and (3)(e) above is contingent upon: (i) the Executive signing a severance agreement in a form provided by the Bank within twenty-one (21) days after the severance agreement is tendered by the Bank (or a longer period if required by law); and (ii) the Executive not revoking the severance agreement within any revocation period set forth in the severance agreement. 4. Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 3 hereof (the “Severance Benefits”), either alone or together with other payments and benefits which the Executive has the right to receive from the Bank or its affiliates, would constitute a “parachute payment” under Section 280G of the Code, and but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then notwithstanding the provisions of Section 3, the Severance Benefits shall be reduced (the “Benefit Reduction”) by the minimum amount necessary to result in no portion of the Severance Benefits being subject to the Excise Tax, provided, however, that the Benefit Reduction shall occur only if such reduction would result in the Executive’s “Net After-Tax Amount” attributable to the Severance Benefits being greater than it would be if no Benefit Reduction was effected. For this purpose, “Net After-Tax Amount” shall mean the net amount of Severance Benefits the Executive is entitled under this Agreement after giving effect to all federal, state and local taxes that would be applicable to such payments and benefits, including but not limited to, the Excise Tax. The determination of whether the Benefit Reduction will be effected shall be based upon the opinion of independent counsel selected by the Bank’s independent public accountants and paid by the Bank. Such counsel shall be reasonably acceptable to the Bank and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such counsel deems necessary or advisable for the purpose. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment under any circumstances other than as specified in this Section 4, or a reduction in the payments and benefits specified in Section 3 below zero. 5. No Mitigation; Exclusivity of Benefits. (a) The Executive shall not be required to mitigate the amount of any benefits hereunder by seeking other employment or otherwise. The amount of severance to be provided pursuant to Section 3 shall not be reduced by any compensation earned by the Executive as a result of employment by another employer after the Date of Termination or otherwise. (b) Except as set forth in Paragraphs (3) above, the specific arrangements referred to herein are not intended to exclude any other benefits which may be available to the Executive upon termination of employment with the Bank pursuant to employee benefit plans of the Bank or as otherwise required by applicable law. 6. Withholding. All payments required to be made by the Bank hereunder to the Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Bank may reasonably determine should be withheld pursuant to any applicable law or regulation. |
| JP Lapointe Page 6 7. Nature of Employment and Obligations. (a) Nothing contained herein shall be deemed to create other than a terminable at will employment relationship between the Bank and the Executive, and the Bank may terminate the Executive’s employment at any time, subject to providing any payments specified herein in accordance with the terms hereof. (b) Nothing contained herein shall create or require the Bank to create a trust of any kind to fund any benefits which may be payable hereunder, and to the extent that the Executive acquires a right to receive benefits from the Bank hereunder, such right shall be no greater than the right of any unsecured general creditor of the Bank. 8. Source and Allocation of Payments. All monetary payments and non-monetary benefits provided in this Agreement shall be timely paid in cash or check, or otherwise provided for, from the general funds of the Bank. 9. No Attachment. (a) Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect. (b) This Agreement shall be binding upon, and inure to the benefit of, the Executive and the Bank and their respective successors and assigns. 10. Assignability. The Bank may assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation, bank or other entity with or into which the Bank or the Company may hereafter merge or consolidate or to which either the Bank or the Company may transfer all or substantially all of its respective assets, if in any such case said corporation, bank or other entity shall expressly in writing assume all obligations of the Bank hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or their rights and obligations hereunder. The Executive may not assign or transfer this Agreement or any rights or obligations hereunder. 11. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below: To the Bank: 1063 Great Plains Avenue Needham, Massachusetts 00492 Attention: Corporate Secretary |
| JP Lapointe Page 7 To the Executive: Most Recent Address on File with the Company or the Bank 12. Amendment; Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or officers as may be specifically designated by the Board of Directors of the Bank to sign on their behalf; provided, however, that this Agreement shall be subject to amendment in the future in such manner as the Bank shall reasonably deem necessary or appropriate to effect compliance with Code Section 409A and the regulations thereunder and to avoid the imposition of penalties and additional taxes under Code Section 409A, it being the express intent of the parties that any such amendment shall not diminish the economic benefit of the Agreement to the Executive on a present value basis. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 13. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts. 14. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 15. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. 16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 17. Miscellaneous Provisions. (a) This Agreement does not create any obligation on the part of the Bank to make payments to (or to employ) the Executive unless a Change in Control of the Bank or the Company shall have occurred. At the time of or following a Change in Control, the Executive’s employment may be terminated at any time, but any termination, other than a termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 1(b). (b) Notwithstanding any other provision of this Agreement to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. Section1828(k)) and the regulations promulgated thereunder, including 12 C.F.R. Part 359. 18. Reinstatement of Benefits After Regulatory Action. In the event the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by |
| JP Lapointe Page 8 an action of a regulatory agency having jurisdiction over the Bank during the term of this Agreement and a Change in Control, as defined herein, occurs, the Bank will assume their obligation to pay and the Executive will be entitled to receive all of the termination benefits provided for under Section 3 of this Agreement only upon the Bank’s (or its successor’s) receipt of a dismissal of charges by the regulatory agency. 19. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators sitting in a location selected by the Bank within fifty (50) miles from the location of the Bank’s main office, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement, other than in the case of a termination for Cause. 20. Payment of Costs and Legal Fees. All reasonable costs and legal fees paid or incurred by the Executive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the Bank if the Executive is successful on the merits pursuant to a legal judgment, arbitration or settlement in the Executive’s favor. Such payment or reimbursement shall be made no later than the last day of the calendar year following the calendar year in which the Executive incurs the expense or, if later, within sixty (60) days after the settlement or resolution that gives rise to the Executive’s right to reimbursement; provided, however, that the Executive shall have submitted to the Bank documentation supporting such expenses at such time and in such manner as the Bank may reasonably require. 21. Confidentiality. The Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Bank. The Executive will not, during or after the term of the Executive’s employment, disclose any knowledge of the past, present, planned or considered business activities of the Bank or the Company or their affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to any bank regulatory agency with jurisdiction over the Bank or the Executive). Notwithstanding the foregoing, the Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank, and the Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available or which the Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by the Executive of the provisions of this Section 21, the Bank will be entitled to an injunction restraining the Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or the Company or their affiliates, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from the Executive. |
| JP Lapointe Page 9 22. Entire Agreement. This Agreement embodies the entire agreement between the Bank and the Executive with respect to the matters agreed to herein. This Change in Control Agreement replaces, in full, any prior or existing Change in Control Agreement, Employment Agreement, or any other agreement between the Executive and the Bank which provides the Executive the opportunity to receive any payment, severance payment, or other benefit as a result of a change in control of the Bank, and any such Change in Control Agreement, Employment Agreement, or other agreement between the Executive and the Bank is hereby superseded, terminated, revoked, and shall have no further force or effect, including, but not limited to, the Change in Control Agreement between the Executive and the Bank dated February 1, 2024. No provision of this Agreement shall be interpreted to mean that the Executive is subject to receiving fewer benefits than those available to the Executive without reference to this Agreement. 23. Internal Revenue Code Section 409A. The Bank and the Executive acknowledge that each of the payments and benefits to the Executive under this Agreement must either comply with the requirements of Code Section 409A and the regulations thereunder or qualify for an exception from compliance. To that end, the Bank and the Executive agree that: (a) the legal fee reimbursements described in Section 20 are intended to satisfy the requirements for a “reimbursement plan” described in Treasury Regulation section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; (b) the Standard Termination Entitlements payable upon termination of employment described in Section 3 are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(3) as payments made pursuant to the Bank’s customary payment timing arrangements. All other payments and benefits due to the Executive under this Agreement on account of his termination of employment that are not exempt from Code Section 409A shall not be paid prior to, and shall, if necessary, be deferred to and paid on the later of the earliest date on which the Executive experiences a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) and, if the Executive is a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following Executive’s separation from service. [Signature Page Follows] |
| JP Lapointe Page 10 IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written. ATTEST: NEEDHAM BANK /s/ Denise Dunn_____________ By: /s/ Joseph P. Campanelli________ Corporate Secretary Joseph P. Campanelli Chairman, President & CEO Witness: EXECUTIVE: /s/ Denise Dunn_____________ /s/ Jean-Pierre Lapointe____________ Name |
Exhibit 99.1
VOTING AGREEMENT (“Agreement”), dated as of June 5, 2025, by and between NB Bancorp, Inc., a Maryland corporation (“Buyer”), and the undersigned holder (the “Shareholder”) of Common Stock, par value $0.01 per share (the “Common Stock”), of Provident Bancorp., Inc., a Maryland corporation (“Company”).
BACKGROUND STATEMENTS:
In consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:
Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Until the Effective Time, the Shareholder shall retain at all times his or her right to vote the Shares, and without any other limitation on any matters other than those set forth in this Section 1 that are at any time or from time to time presented for consideration to the Company’s shareholders generally.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
NB BANCORP, INC.
By:_____________________________________
Name:
Title:
Shareholder
By:_____________________________________
Name:
SCHEDULE 1
Shareholder | Shares of Common Stock |
|---|---|
| |
| Exhibit 99.2 7273403 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into by and among NB Bancorp, Inc., Inc. (“NBBK”), Needham Bank, a wholly owned subsidiary of NBBK (“the “Bank” and, together with NBBK, the “Company”), and Joseph B. Reilly (the “Consultant”) (collectively referred to as the “Parties”), as of the 5th day of June, 2025, to become effective as of the Effective Time (as defined below). BACKGROUND STATEMENTS: A. Concurrent with the execution of this Agreement, NBBK, the Bank, 1828 MS, Inc. (“Merger Sub”), a wholly-owned subsidiary of NBBK, Provident Bancorp, Inc. (“Seller”), and BankProv, a wholly owned subsidiary of Seller (“Seller Bank”), entered into an Agreement and Plan of Merger, dated as of June 5, 2025 (the “Merger Agreement”). The Merger Agreement provides for the merger of Merger Sub with and into Seller (the “Merger”), followed by the Merger of Seller with and into NBBK, and the merger of Seller Bank with and into the Bank. As used in this Agreement, the term “Effective Time” shall mean the time at which the Merger is effective, as provided in the Merger Agreement. Any capitalized term used in this Agreement and not otherwise defined shall have the meaning set forth in the Merger Agreement. B. Seller Bank and the Consultant are parties to that certain Employment Agreement, effective as of October 25, 2024 (the “Employment Agreement”), pursuant to which the Consultant serves as the President and Chief Executive Officer of Seller Bank. C. The Consultant is expected to provide executive expertise and market knowledge in the Seller Bank’s operating market based upon the Consultant’s experience and relationships with Seller Bank’s employees and customers. Additionally, the Company expects that the Consultant’s prior experience serving as an actual or de facto consultant after the acquisition of a community bank will provide benefits to the Company during the Term (defined below) by, among other things, helping to effectuate a smooth transition for the Company with both Seller Bank’s employees and customers and providing market intelligence regarding Seller Bank’s market. D. In the Severance Pay Agreement between the Company and the Consultant, dated as of June 5, 2025 (the “Severance Pay Agreement”), the Consultant and the Company agreed that the Consultant’s employment by Seller Bank and his positions as President and Chief Executive Officer of Seller Bank will be terminated as of the Closing Date (for purposes of this Agreement, the “Termination Date”). E. The Parties acknowledge and agree that the Consultant’s termination of employment with Seller Bank on the Termination Date constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). F. The Severance Pay Agreement provides for a payment of $250,000 in consideration of the non-competition and non-solicitation covenants in Section 5 and Section 6 of this Agreement, respectively (the “Non-Competition Payment”), and although the Parties expect that the final valuation of those covenants in the valuation commissioned by the Seller, which will be |
| 2 reflected in the final report that the Parties expect to be delivered to Seller prior to the Closing under the Merger Agreement (the “Final Valuation Report”), will likely be greater, and may be materially greater, than the Non-Competition Payment, the Parties acknowledge and agree that no further consideration will be paid under this Agreement, the Severance Pay Agreement, or otherwise in consideration of these covenants. G. The Bank desires to assure itself of the continued availability of the Consultant’s services as provided in this Agreement in order to help facilitate an effective integration of Seller Bank’s customers and employees with the Company. H. The Parties agree that the annualized compensation provided to the Consultant under this Agreement be equal to approximately sixty percent (60%) of the Consultant’s combined 2024 base salary and bonus and that such total compensation is reasonable compensation for the services to be provided by the Consultant hereunder. AGREEMENT: In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. Engagement. Commencing at the Effective Time, the Company hereby engages the Consultant, and the Consultant hereby accepts engagement, as a consultant, in accordance with the terms and conditions set forth below. 2. Nature and Scope of Engagement. (a) During the Term (as defined below in Section 4) of this Agreement, the Consultant shall be an independent contractor of the Company and shall, at the request of the Chief Executive Officer of the Bank, provide such services to the Company as the Bank’s Chief Executive Officer may reasonably request that are within the scope of the Consultant’s knowledge and expertise. Without limiting the scope of the immediately preceding sentence, the Company and the Consultant expect that the Consultant will perform one or more of the following activities during the Term: (i) Assisting the Bank in maintaining existing customers and identifying prospective customers of the Bank; (ii) Serving as a mentor to senior executives of the Company; and (iii) Providing strategic consulting to the Company. (b) To the extent practical, the Consultant’s services may be performed remotely; and to the extent any services must be performed by the Consultant at the offices of the Bank, the Consultant will not be required to perform such services on days when banking offices in Massachusetts are permitted to be closed. The Company acknowledges and agrees that on an annual basis during the Term, the Consultant may be unavailable to perform services for up to |
| 3 eight (8) weeks due to vacation and other personal time off. To the extent practical, the Consultant shall give the Company reasonable advance notice of anticipated vacation time. (c) So long as the Consultant is engaged hereunder, the Consultant agrees (i) to perform his duties diligently and to the best of his ability, and not to do anything that would be materially detrimental to the best interests of the Company, (ii) to use his best efforts, skill, and ability to promote the interests of the Company, and (iii) to devote such portion of his available time, attention, energy, skill, and efforts to the business and affairs of the Company as reasonably required to fulfill the duties assigned to him under this Agreement. (d) Consultant will not be required to devote a minimum number of hours during the Term, and in no event shall Consultant provide services that would be inconsistent with a “separation from service” as defined in 409A Requirements (as defined below). (e) Consultant, in his capacity as a consultant, will not have any authority to bind the Company or any of its subsidiaries. 3. Compensation. (a) In consideration of the Consultant’s commitments under this Agreement, including the Consultant’s agreements in Section 5 and Section 6, the Bank will pay to the Consultant monthly during the Term, in cash, an amount equal to $27,500 (the “Monthly Payment”). The Bank shall pay the Monthly Payment in arrears not later than the first payroll of the next month, and for any partial month the Monthly Payment will be pro-rated. (b) The Bank will promptly reimburse the Consultant for reasonable out-of-pocket expenses incurred in connection with the consulting services under this Agreement, in all material respects in accordance with the Company’s policy as then in effect. The Consultant shall submit monthly invoices to the Bank for any costs incurred and such invoices shall be payable by the Bank to the Consultant no later than the thirtieth (30th) day of the month following the month in which the invoice was submitted. (c) The Bank and the Consultant hereby acknowledge and agree that the Consultant shall not be entitled to any other payments, benefits, or other compensation in consideration of the consulting services rendered hereunder; provided, however, that neither this Agreement nor the Severance Pay Agreement will preclude the Consultant from receiving separate remuneration from the Company with respect to his service as a director on the boards of directors of the Company. (d) For avoidance of doubt, no payment under this Agreement will be reduced or otherwise adversely affected as a consequence of any cash or equity compensation the Consultant receives for serving as a director of NBBK, the Bank or any affiliate. (e) The Parties intend that payments under this Agreement be exempt from or comply with section 409A of the Code and the Treasury Regulations and guidance promulgated thereunder (collectively, the “409A Requirements”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from the 409A Requirements. Notwithstanding the foregoing, NBBK makes no representation that the Agreement complies with Section 409A of the Code and shall have no liability to the Consultant for any failure to comply with Section 409A of |
| 4 the Code. The Consultant shall be responsible for taxes, including any excise taxes or penalties, imposed upon the Consultant by the Internal Revenue Service. (f) Notwithstanding any other provision of this Agreement, the Bank shall be not obligated to make, nor shall the Consultant have a right to receive, any payment under this Agreement which would violate any law, regulation, or regulatory order applicable to the Bank at the time such payment is due, including without limitation, Section 1828(k) of Title 12 of the United States Code and any regulation or order thereunder of the Federal Deposit Insurance Corporation. 4. Term; Termination. (a) The term of the Consultant’s consulting engagement under this Agreement shall commence as of the Effective Time and shall continue for a term (the “Term”) ending on the date that is eighteen (18) months following the date of the Effective Time, unless such engagement is sooner terminated pursuant to and in accordance with the express terms of this Section 4. (b) If the Bank terminates the Consultant as a consultant without Cause (as defined below), the Bank will pay the Consultant monthly the remaining unpaid Monthly Payments that he would have otherwise earned during the remaining portion of the original Term; provided that the Consultant continues to comply in all material respects with the restrictive covenants in Section 5 and Section 6 of this Agreement. (c) In the event of the Consultant’s death during the Term, the Bank will pay to the Consultant’s designated beneficiary (or to his estate, if he fails to make such a designation) a lump sum amount, within sixty (60) days after the Consultant’s death, equal to the present value of the sum of the remaining unpaid Monthly Payments that the Consultant would have otherwise earned during the remaining portion of the original Term. For purposes of this Section 4(c), the present value shall be calculated using the short-term applicable federal rate (determined under section 1274(d) of the Code and the Treasury Regulations promulgated thereunder) compounded monthly. (d) In the event that the Consultant becomes Disabled (as defined below) during the Term, the Consultant’s consulting engagement hereunder shall terminate. For purposes of this Agreement, “Disability” means any medically determinable physical or mental impairment that can be expected to result in death or would reasonably be expected to last for a continuous period of not less than twelve (12) months and that renders the Consultant unable to render all or substantially all of the consulting services hereunder or if the Consultant is determined to be “disabled” by the Social Security Administration. If the Consultant’s consulting engagement hereunder terminates on account of the Consultant’s disability, the Bank will pay to the Consultant a lump sum amount, within sixty (60) days after the termination of the consulting engagement, equal to the present value of the sum of the remaining unpaid Monthly Payments that the Consultant would have otherwise earned during the remaining portion of the original Term, and the Consultant’s covenants under Section 5 and Section 6 of this Agreement shall remain in full force and effect for the remainder of the Restricted Period. For purposes of this Section 4(d), the present value shall be calculated using the short-term applicable federal rate (determined under section 1274(d) of the Code and the Treasury Regulations promulgated thereunder) compounded monthly. |
| 5 (e) If the Bank terminates the Consultant as a consultant with Cause, the Bank will have no further obligation to make any payment to the Consultant (except for compensation earned prior to the date of termination, which compensation will be prorated for the month in which the termination occurs based upon the number of calendar days elapsed in the month). If the Bank terminates the Consultant’s consultant engagement under this Agreement for Cause pursuant to this Section 4(e), the restrictive covenants under Section 5 and Section 6 of this Agreement will remain in full force and effect for the remainder of the Restricted Period. For purposes of this Agreement, “Cause” means a good faith determination by the Bank Board of Directors (or the comparable governance body of any successor entity) (the “Bank Board”), with at least two-thirds (2/3) of the whole number of directors of the Bank (rounded up to the nearest whole number) voting in favor, that any of the following has occurred: (i) conviction of the Consultant by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving material deliberate dishonesty or breach of trust with respect to the Company; (ii) commission by the Consultant of an act of fraud upon or materially evidencing bad faith toward the Company; (iii) the commission by the Consultant of any misconduct (other than traffic violations or similar offenses), whether or not related to the Company, that has caused, or would reasonably be expected to cause, material detriment or damage to the Company’s reputation, business operation, or relation with its employees, customers, vendors, suppliers, or regulators; (iv) the willful failure of the Consultant to cooperate with a bona fide investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or willful inducement of others to fail to cooperate or to produce documents or other materials; (v) the issuance of an order by a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of this Agreement; or (vi) willful refusal by the Consultant to provide in any material respect the consulting services reasonably assigned to him by the Bank’s Chief Executive Officer consistent with the terms of this Agreement, which failure continues for more than thirty (30) days after written notice given to the Consultant by the Bank Board, setting forth in reasonable detail the nature of such refusal. (f) The Consultant may elect to cease providing consulting services under this Agreement at any time upon thirty (30) days written notice to the Bank, and in such case, the Bank will have no obligation to make a Monthly Payment (or portion thereof) for any period after the effective date of such cessation of consulting services. If the Consultant elects to cease providing consulting services pursuant to this Section 4(f), the Consultant’s covenants under Section 5 and Section 6 of this Agreement shall remain in full force and effect for the remainder of the Restricted Period. 5. Non-Competition. (a) In consideration of the mutually agreed-upon consideration of the Non-Competition Payment, which the Consultant agrees is fair and reasonable, during the original Term (whether or not the engagement is terminated sooner pursuant to Section 4(b), Section 4(d), Section 4(e) or Section 4(f)), or, if later, until the Consultant ceases to be a director of the Bank or any affiliate thereof, and for a period of one (1) year thereafter (together, the “Restricted Period”), the Consultant shall not, directly or indirectly, perform similar services for, or become a director, trustee, officer, employee, principal, agent, consultant, or independent contractor, of a Competing Business, subject to subsection (b) of this Section. For purposes of this Agreement, the term |
| 6 “Competing Business” means any bank or other FDIC-insured depository institution, credit union, mortgage or finance company, or any other entity engaged in a business that offers one or more products or services that compete with one or more products or services then offered, or one or more proposed products or services then under active development, by the Company (the “Competitive Products or Services”), if such entity routinely advertises or otherwise offers any such products or services in the Company Market Area or actively intends to do so. For purposes of this Agreement, the term “Company Market Area” means any town or municipality within a 100-mile radius of the Company’s principal executive office. (b) Nothing in this Agreement shall prohibit the Consultant from (x) owning bonds, non-voting preferred stock, or less than one percent (1%) of the outstanding common stock of any Competing Business (or the holding company thereof) if the common stock of such entity is publicly traded or (y) serving on the board of directors of or providing employment or consulting services to a business that is not a Competing Business. (c) Notwithstanding that the Final Valuation Report may provide for a valuation of the covenants contained in Section 5 and Section 6 of this Agreement that is greater than the Non-Competition Payment, the Parties acknowledge and agree that no further consideration will be provided to the Consultant, whether pursuant to this Agreement, the Severance Pay Agreement, or otherwise, in consideration of such covenants. 6. Non-Solicitation. During the Restricted Period, the Consultant shall not hire or attempt to hire any employee of the Company, assist in such hiring by any other person or entity, encourage any such employee to terminate his or her relationship with the Company, or interfere with or damage (or attempt to interfere with or damage) any relationship between the Company and any of its customers or solicit or encourage any customer of the Company to terminate the customer’s relationship with the Company or to conduct with any other person or entity any business or activity which such customer conducts or could conduct with the Company. Nothing in this Section shall prevent any person who employs the Consultant as an employee or consultant from engaging in general direct mail solicitations or media advertising that is not targeted on or specifically directed at persons presenting or formerly employed by, associated with or customers of the Company. 7. Confidentiality. The Consultant shall not at any time divulge, use, furnish, disclose, or make accessible to anyone, other than to an employee or director of the Company with a reasonable need to know, any Confidential Information (as defined below), provided, however, that nothing in this Section 7 shall prevent the disclosure by the Consultant of any such information which at any time comes into the public domain other than as a result of the violation of the terms of this Section 7 by the Consultant or which is otherwise lawfully acquired by the Consultant, or any disclosure required by law, provided that written notice of any legally required disclosure shall be given to the Company, to the extent legally permissible, as soon as reasonably practicable prior to any such disclosure and the Consultant shall reasonably cooperate with the Company (at no cost to the Consultant) to protect the confidentiality thereof pursuant to applicable law or regulation. For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of the Company, including without limitation, financial information, business plans, prospects, customer lists, and opportunities (such as lending relationships, financial product developments, or possible acquisition or dispositions of businesses or facilities) which |
| 7 have been discussed or considered by the management of the Company or any of its affiliates, but does not include any information which has become part of the public domain by means other than the Consultant’s nonobservance of the Consultant’s obligations under the Agreement. 8. Enforcement Provisions. (a) If the Consultant (i) violates any provision of Sections 5, 6, or 7 of this Agreement in any material respect and (ii) such violation continues to occur for a period of ten (10) or more days after the Consultant is given written notice (citing this Section of this Agreement) of such violation, the Consultant acknowledges and agrees that the Company will be entitled to seek an injunction restraining the Consultant from engaging in conduct in violation of Sections 5, 6, and/or 7 of this Agreement. In addition to equitable relief, the Company shall be entitled to seek monetary damages for the portion of the Restricted Period in which the Consultant is not in material compliance with any provision of Sections 5, 6, or 7 of this Agreement if (1) the Consultant continues to engage in an alleged material breach of any provision of Sections 5, 6, or 7 of this Agreement for at least ten (10) days after receiving written notice from the Company reasonably detailing the alleged violation; and (2) a court determines that the Consultant has materially breached any provision of Sections 5, 6, or 7 of this Agreement and such breach has continued for at least ten (10) days after said notice. In the event the Company seeks to recover damages hereunder and a court determines not to award damages to the Company, then the Consultant shall be entitled to reimbursement of his attorney fees and any other costs incurred by the Consultant in connection with such dispute or litigation. (b) It is expressly understood and agreed that, although the Consultant and the Company consider the restrictions contained in Sections 5, 6, or 7 of this Agreement reasonable for the purpose of preserving for the Company and its subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Sections 5, 6, or 7 of this Agreement is an unreasonable or otherwise unenforceable restriction against the Consultant, the relevant provision of Sections 5, 6, or 7 of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of Sections 5, 6, 7, and 8 of this Agreement shall survive the termination of this Agreement, regardless of the reason for termination. 9. Company Documents; Work for Hire. (a) All documents, records, data, apparatus, equipment, and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Consultant during the Term by the Company or are produced by the Consultant in connection with the Consultant’s consulting engagement hereunder will be and remain the sole property of the Company. The Consultant will return to the Company all such materials and property as and when requested by the Company. (b) Any work performed by the Consultant under this Agreement during the Term shall be considered a “Work Made for Hire” as the phrase is defined by the U.S. patent laws and shall |
| 8 be owned by and for the express benefit of the Company and its subsidiaries and affiliates. If such work does not qualify as a Work Made for Hire, the Consultant agrees to and does hereby assign to the Company and its affiliates and subsidiaries, all of his rights, title, and/or interest in such work product, including, but not limited to, all copyrights, patents, trademarks, and propriety rights. 10. Indemnification. The Bank agrees to indemnify the Consultant, to the maximum extent permitted under the laws of the Commonwealth of Massachusetts and applicable banking rules and regulations, for all acts or omissions as a consultant under this Agreement. The provisions of this Section 10 shall survive expiration or termination of this Agreement for any reason whatsoever. 11. General Provisions. (a) Severable. The Parties explicitly acknowledge and agree that the provisions of this Agreement are both reasonable and enforceable. Should any provision or part thereof be held invalid or unenforceable for any reason, then such provision or part shall be enforced to the maximum extent permitted by law. Likewise, in the event that any one or more of the provisions, or parts of any provisions, contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any other provision or part thereof. Specifically, but without limiting the foregoing in any way, each of the covenants of the Parties to this Agreement contained herein shall be deemed and shall be construed as a separate and independent covenant and should any part or provision of any such covenant be held or declared invalid by any court of competent jurisdiction, such invalidity shall in no way render invalid or unenforceable any other part or provision thereof or any other covenant of the parties not held or declared invalid. (b) Interpretations. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any Party, whether under any rule of construction or otherwise. No Party to this Agreement shall be considered the draftsman. The Parties acknowledge and agree that this Agreement has been reviewed, negotiated, and accepted by each Party and their respective attorneys and shall be construed and interpreted according to the ordinary meaning of the words used so as fairly to accomplish the purposes and intentions of the Parties. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Any reference to a section, subsection or other subpart refers to such part of this Agreement. (c) Reasonableness. The Consultant acknowledges that the covenants set forth in the Agreement are reasonable and necessary to protect and preserve the Company’s legitimate business interests. (d) Independent Contractor; No Agency. At all times during the Term, the Consultant shall be an independent contractor under this Agreement. Nothing in this Agreement shall create the relationship of partners or employer and employee between the Parties. The Consultant is not an agent of the Company and does not have the right to employ or contract with any other person or entity for or on behalf of the Company. |
| 9 (e) Employee Benefits. The Consultant acknowledges and agrees that neither the Consultant nor anyone acting on the Consultant’s behalf shall receive any employee benefits of any kind (including, without limitation, health, sickness, accident, or dental coverage, life insurance, disability benefits, accidental death and dismemberment coverage, unemployment insurance coverage, workers’ compensation coverage, and pension or 401(k) benefit(s)) from the Bank. The Consultant shall be expressly excluded from participating in any employee benefit plans or programs as a result of the performance of services under this Agreement, without regard to the Consultant’s independent contractor status. (f) Tax Treatment. The Consultant and the Company agree that, with respect to the services performed hereunder, the Company will treat the Consultant as an independent contractor for purposes of all tax laws and file forms consistent with that status as required by law in accordance therewith. The Company shall not be responsible for withholding income or other taxes from the compensation paid to the Consultant. The Consultant agrees, as an independent contractor, the Consultant is not entitled to unemployment benefits in the event this Agreement terminates, or workers’ compensation benefits in the event that the Consultant is injured in any manner while performing obligations under this Agreement. (g) Liability of the Bank. The obligations of the Bank under this Agreement are intended to be solely the obligation of the Bank. (h) Joint and Several Guaranty of the Bank’s Obligations. NBBK jointly and severally guaranties the obligations of the Bank under this Agreement. (i) Assignment. This Agreement and the rights and obligations of the Company hereunder may be assigned by the Bank (including a transfer by operation of law) to any successor of the Bank or any affiliate thereof, and shall inure to the benefit of, shall be binding upon, and shall be enforceable by any such assignee, provided that in the case of any such assignee other than by operation of law, the successor entity shall agree to assume and be bound by this Agreement. The Consultant hereby consents to such assignment by the Bank. This Agreement and the rights and obligations of the Consultant hereunder may not be assigned by the Consultant. (j) Waiver. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by all Parties to this Agreement. No waiver by either Party hereto at any time of any breach by the other Party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. (k) Governing Law. This Agreement, and any issue, claim, or proceeding arising out of or relating to this Agreement or the conduct of the Parties hereto, whether now existing or hereafter arising and whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the Commonwealth of Massachusetts. (l) Arbitration of Disputes; Jurisdiction. (i) Except as expressly provided in Section 10(l)(ii), any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by a single |
| 10 arbitrator. Such arbitration shall be conducted in the City of Boston in accordance with the rules of the American Arbitration Association. Judgment upon the awards rendered by the arbitrator may be entered in any court having jurisdiction thereof. (ii) The Company and the Consultant agree that any action brought by the Company to seek an injunction restraining the Consultant from not complying with any provision of Section 5 or Section 6 of this Agreement shall be brought exclusively in the Business Litigation Session of the Superior Court of the Commonwealth of Massachusetts, or if the Business Litigation Session of the Superior Court does not have jurisdiction, the Superior Court of the Commonwealth of Massachusetts sitting in Suffolk County, Massachusetts, or if the Superior Court of the Commonwealth of Massachusetts sitting in Suffolk County, Massachusetts does not have jurisdiction, in the United States District Court for the District of Massachusetts, Central Division (the “Chosen Courts”), and, solely in connection with such action, each of the Company and the Consultant, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Parties, and (iv) agrees that service of process upon such Parties in any such action or proceeding will be effective if notice is given in accordance with Section 10(o) of this Agreement. (m) Entire Agreement. This Agreement embodies the entire agreement of the Parties relating to the engagement of the Consultant by the Company. No amendment, modification, extension, or renewal of this Agreement shall be valid or binding upon the Company or the Consultant unless made in writing and signed by the Parties. (n) Consultant Representation and Warranties. The Consultant acknowledges and affirms that the Consultant is not a party to any other agreement (including without limitation a restrictive covenant, trade-secret, or non-competition agreement) which may cause the Company, or any affiliate thereof, to incur any obligations or liabilities either to the Consultant or to any prior employer or may result in the Consultant not being permitted to perform the services contemplated by this Agreement. The Consultant further represents and warrants that his execution and delivery of this Agreement and his performance of his obligations hereunder will not, with or without the giving of notice or the passage of time, or both, (i) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Consultant, or (ii) conflict with, result in the breach of any provision of or the termination of, or constitute a default under, any agreement to which the Consultant is a party or by which the Consultant is or may be bound. (o) Notice. Any notice, request, demand, or other communication required to be given hereunder shall be made in writing and shall be deemed to have been fully given if personally delivered or if mailed by overnight delivery (the date on which such notice, request, demand, or other communication is received shall be the date of delivery) to the parties at the following address (or at such other addresses as shall be given in writing in accordance with this subsection by one party to the other party hereto): |
| 11 If to the Consultant: Joseph B. Reilly 40 Buttonwood Lane Ipswich, MA 01938 If to the Company: 100 Worcester Street, Suite 300 Wellesley, MA 02481 Attention: Chief Executive Officer (p) Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission or by electronic transmission in Adobe Acrobat format shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or by electronic transmission in Adobe Acrobat format shall be deemed to be their original signatures for any purposes whatsoever. (q) Effectiveness. This Agreement shall be legally binding upon the Parties upon the Effective Time, but if the Merger Agreement is terminated for any reason, this Agreement shall be deemed null and void ab initio. [Remainder of page left intentionally blank; signature page follows] |
| 12 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above to become effective as specified herein. NBBK: THE CONSULTANT: NB BANCORP, INC. Joseph B. Reilly By: /s/ Joseph P. Campanelli /s/ Joseph B. Reilly Its: President and Chief Executive Officer THE BANK: NEEDHAM BANK By: /s/ Joseph P. Campanelli Its: President and Chief Executive Officer |
Exhibit 99.3
NB Bancorp, Inc. and Provident Bancorp, Inc. Enter Into Definitive Merger Agreement
Key Highlights:
| ● | Merger expands Needham Bank’s branch footprint into the North Shore of Massachusetts and New Hampshire |
| ● | The merger is expected to be approximately 19% accretive to NB Bancorp, Inc.’s earnings per share in 2026, the first full year of combined operations, assuming full phase-in of cost savings |
| ● | Needham Bank will remain well capitalized with high levels of liquidity after the merger |
Needham, MA and Amesbury, MA, June 5, 2025 – NB Bancorp, Inc. (“Needham”) (Nasdaq: NBBK), the holding company for Needham Bank, and Provident Bancorp, Inc. (“Provident”) (Nasdaq: PVBC), the holding company for BankProv, today announced that they have entered into a definitive merger agreement for Provident to merge with and into Needham in a stock and cash transaction. Needham anticipates that promptly following the merger of Provident into Needham, BankProv will merge with and into Needham Bank.
Under the terms of the merger agreement, which was unanimously approved by both boards of directors, stockholders of Provident will receive for each share of Provident common stock, at the holder’s election, either (i) 0.691 shares of Needham common stock (the “Stock Consideration”) or (ii) $13.00 in cash (the “Cash Consideration”), subject to allocation procedures to ensure that 50% of the shares of Provident common stock will receive the Stock Consideration. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Provident stockholders for the Stock Consideration they will receive. Needham anticipates issuing approximately 5.9 million shares of its common stock in conjunction with the merger. The value of the transaction is estimated to be $211.8 million based on Needham’s share price of $16.62 at the close of business on June 4, 2025. The transaction dilutes Needham’s tangible book value by approximately 6.1% and is expected to have an earn back period of approximately 2.7 years.
The merger is expected to be completed in the fourth quarter of 2025, subject to the satisfaction of various conditions, including the affirmative vote by the holders of a majority of Provident shares and the receipt of required regulatory approvals from applicable state and federal regulators. No vote of Needham stockholders is required. All Provident directors and executive officers have agreed to vote in favor of the merger. As part of the merger, Joseph B. Reilly, President and Chief Executive Officer of Provident, will join the board of directors of Needham and Needham Bank.
The combined organization will operate 18 branches across Metrowest, Greater Boston, the North Shore in Massachusetts and Southern New Hampshire. Total assets at transaction close are expected to be approximately $7.1 billion, with $5.9 billion in total deposits and $6.1 billion in total loans. The pro forma company is expected to be the sixth largest Massachusetts-based bank in the Boston MSA based on deposit market share. Needham will continue to exceed regulatory minimums to be considered well-capitalized and will continue to maintain significant liquidity after the merger.
“This merger allows Needham Bank to expand into attractive market areas on the Massachusetts North Shore and in Southern New Hampshire where we already have a concentration of business clients. While we have a strong record of organic growth, this merger allows us to further leverage the capital we raised in late 2023 and continue to grow and expand our existing client base with branches in new markets,” commented Joseph P. Campanelli, Chairman, President and Chief Executive Officer of Needham. He added that “Needham prides itself on being a nimble, future ready organization that takes a relationship approach to the businesses and consumers we serve. BankProv shares that same philosophy, making this a good fit culturally for both organizations.”
“Both organizations have a long history of serving our communities with a focus on ‘relationships, agility and entrepreneurship’ in banking. Combined, we will offer an expanded product line of commercial and consumer products that will provide real value to our market areas. This merger benefits our customers and provides a good return for our stockholders. We look forward to seeing Needham continuing to build on what they have accomplished over the past 133 years,” remarked Joseph B. Reilly, President and Chief Executive Officer of BankProv.
BankProv was founded in 1828 and conducts business through seven branch locations on the North Shore of Massachusetts and in southern New Hampshire, and a loan office located in Ponte Vedra Beach, Florida. At March 31, 2025, BankProv had $1.6 billion in total assets, $1.2 billion in total deposits and $1.3 billion in gross loans.
Keefe Bruyette & Woods, Inc., A Stifel Company, served as financial adviser and Nutter McClennen & Fish LLP served as legal counsel to Needham. Piper Sandler & Co. served as financial adviser and Luse Gorman, PC served as legal counsel to Provident.
ABOUT NB BANCORP, INC.
NB Bancorp, Inc. (Nasdaq Capital Market: NBBK) is the registered bank holding company of Needham Bank. Needham Bank is headquartered in Needham, Massachusetts, which is approximately 17 miles southwest of Boston's financial district. Known as the "Builder's Bank," Needham Bank has been helping individuals, businesses and non-profits build for their futures since 1892. Needham Bank offers an array of tech-forward products and services that businesses and consumers use to manage their financial needs. For more information, please visit https://NeedhamBank.com.
ABOUT PROVIDENT BANCORP, INC.
Provident Bancorp, Inc. (Nasdaq: PVBC) is the holding company for BankProv, a full-service commercial bank headquartered in Massachusetts. With retail branches in the North Shore of Massachusetts and in southern New Hampshire, commercial banking offices in the Manchester/Concord market in Central New Hampshire and a loan office located in Ponte Vedra Beach, Florida, BankProv delivers a unique combination of traditional banking services and innovative financial solutions to its markets. For more information, visit www.bankprov.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Needham and Provident, the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties.
Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
Factors relating to the proposed transaction that could cause or contribute to actual results differing materially from expected results include, but are not limited to, the possibility that revenue or expense synergies or the other expected benefits of the transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve; potential adverse reactions or changes to customer or employee relationships, including those resulting from the announcement or completion of the proposed transaction; the inability to timely implement onboarding or transition plans and other consequences associated with the merger; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the failure to obtain Provident shareholder approval or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all or other delays in completing the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; the outcome of any legal proceedings that may be instituted against Needham or Provident in connection with the proposed transaction; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention to transaction-related issues instead of ongoing business operations and opportunities; the dilution caused by Needham’s issuance of additional shares of its capital stock in connection with the proposed transaction; continued pressures and uncertainties within the banking industry and Needham and Provident’s markets, including changes in interest rates and deposit amounts and composition, adverse developments in the level and direction of loan delinquencies, charge-offs, and estimates of the adequacy of the allowance for credit losses, increased competitive pressures, asset and credit quality deterioration, and legislative, regulatory, and fiscal policy changes and related compliance costs; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; changes in general economic conditions, including potential recessionary conditions; and changes in the securities markets and other risks and uncertainties.
These forward-looking statements are also subject to the risks and uncertainties applicable to our respective businesses generally that are disclosed in Needham’s and Provident’s respective 2024 Annual Reports on Form 10-K. Needham’s and Provident’s SEC filings are accessible on the SEC’s website at www.sec.gov and on their respective corporate websites at nbbancorp.com and investors.bankprov.com. These web addresses are included as inactive textual references only. Information on these websites is not part of this document. For any forward-looking statements made in this press release, Needham and Provident claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Except as required by law, each company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
NO OFFER OR SOLICITATION
This press release is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Needham or Provident, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger transaction, Needham intends to file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Provident and a Prospectus of Needham (the “proxy statement/prospectus”), as well as other relevant documents concerning the proposed transaction. INVESTORS AND STOCKHOLDERS OF NEEDHAM AND PROVIDENT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN THEY BECOMES AVAILABLE AND EACH OTHER RELEVANT DOCUMENT FILED WITH THE SEC, AS WELL AS ANY AMENDMENT OR SUPPLEMENT TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Provident will mail the definitive proxy statement/prospectus to its shareholders. Provident shareholders are also urged to carefully review and consider Needham’s and Provident’s public filings with the SEC, including, but not limited to, their respective proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Copies of the Registration Statement on Form S-4 and of the proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings containing information about Needham and Provident, can be obtained, free of charge, as they become available at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to the Needham’s Investor Relations via email at [email protected] or by telephone at (781) 474-5408, or to Provident Investor Relations via email at [email protected] or by telephone at (603) 318-2660.
PARTICIPANTS IN THE SOLICITATION
Provident and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Provident in connection with the proposed transaction under the rules of the SEC. Information regarding Provident’s directors and executive officers is available in its definitive proxy statement relating to its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 15, 2025, its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025, and other documents filed by Provident with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, will be included in the proxy statement/prospectus and other relevant materials filed with the SEC, which may be obtained free of charge as described in the preceding paragraph.
Contacts:
NB Bancorp, Inc.: Investor contact: JP Lapointe, EVP and CFO (781) 474-5408 | Provident Bancorp, Inc.: Investor Contact: Ken Fisher, EVP and CFO (603) 318-2660 |
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Media contact: Karen Marryat, SVP, Chief Marketing Officer (781) 474-5460 | Media contact: Kathleen Barrett, SVP, Director of Marketing (603) 334-1251 |
| June 5, 2025 Merger Investor Presentation + |
| 2 Disclaimer and Caution About Forward-Looking Statements CAUTION REGARDING FORWARD-LOOKING STATEMENTS This communication may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Needham and Provident, the expected timing of completion of the proposed transaction, and other statements that are not historical facts. Such statements reflect the current views of Needham and Provident with respect to future events and financial performance, and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs, expectations, plans, predictions, forecasts, objectives, assumptions or future events or performance, are forward-looking statements. Forward-looking statements often, but not always, may be identified by words such as expect, anticipate, believe, intend, potential, estimate, plan, target, goal, or similar words or expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Needham and Provident caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Needham’s and Provident’s control. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: (1) changes in general economic, political, or industry conditions; (2) uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; (3) volatility and disruptions in global capital markets, securities markets, and credit markets, including the impact of tariffs, sanctions, and other trade policies of the United States and its global trading counterparts; (4) movements in interest rates; (5) changes in legislative, regulatory, and fiscal policy and related compliance cost; (6) the resurgence of elevated levels of inflation or inflationary pressures in the United States and the Provident and Needham market areas; (7) increased competition in the markets of Needham and Provident; (8) adverse developments in the level and direction of loan delinquencies, charge-offs, and estimates of the adequacy of the allowance for credit losses; (8) asset and credit quality deterioration; (9) success, impact, and timing of business strategies of Needham and Provident; (10) the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; (11) the expected impact of the proposed transaction between Provident and Needham on the combined entities’ operations, financial condition, and financial results; (12) cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; (13) the possibility that revenue or expense synergies or the other expected benefits of the transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve; (14) potential adverse reactions or changes to customer or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (15) the inability to timely implement onboarding or transition plans and other consequences associated with the merger; (16) the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); (17) the failure to obtain Provident shareholder approval or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all or other delays in completing the proposed transaction; (18) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; (19) the outcome of any legal proceedings that may be instituted against Needham or Provident in connection with the proposed transaction; (20) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (21) diversion of management’s attention to transaction-related issues instead of ongoing business operations and opportunities; (22) the dilution caused by Needham’s issuance of additional shares of its capital stock in connection with the proposed transaction; and (23) other factors that may affect the future results of Needham and Provident. These forward-looking statements are also subject to the risks and uncertainties applicable to our respective businesses generally that are disclosed in Needham’s and Provident’s respective 2024 Annual Reports on Form 10-K and in subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings. Needham’s and Provident’s SEC filings are accessible on the SEC’s website at www.sec.gov and in the “Investor Relations” section on their respective corporate websites at nbbancorp.com and investors.bankprov.com. These web addresses are included as inactive textual references only. Information on these websites is not part of this document. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Needham nor Provident assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All forward-looking statements, express or implied, included in the document are qualified in their entirety by this cautionary statement. NO OFFER OR SOLICITATION: This communication is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Needham or Provident, nor shall there be any sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law. |
| 3 Disclaimer and Caution About Forward-Looking Statements ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication is being made with respect to the proposed transaction involving Needham and Provident. This material is not a solicitation of any vote or approval of the Provident shareholders and is not a substitute for the proxy statement/prospectus or any other documents that Needham and Provident may send to their respective shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction between Needham and Provident, Needham will file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that will that will include a proxy statement for a special meeting of Provident’s shareholders to approve the proposed transaction and that will also constitute a prospectus for the Needham common stock that will be issued in the proposed transaction, as well as other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF Needham AND Provident ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Provident will mail the proxy statement/prospectus to its shareholders. Shareholders are also urged to carefully review and consider Needham’s and Provident’s public filings with the SEC, including, but not limited to, their respective proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Copies of the Registration Statement and of the proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings containing information about Needham and Provident, can be obtained, free of charge, as they become available at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Needham Investor Relations, 1063 Great Plain Avenue, Needham, Massachusetts 02492, telephone (781) 444-2100 or to Provident Bancorp, Inc., 5 Market Street, Amesbury, Massachusetts 01913, telephone (877) 487-2977 , Attention: Corporate Secretary. PARTICIPANTS IN THE SOLICITATION Needham, Provident, and certain of their respective directors, executive officers and employees may, under the SEC’s rules, be deemed to be participants in the solicitation of proxies from the shareholders of Provident in connection with the proposed transaction. Information regarding Needham’s directors and executive officers is available in its definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on March 14, 2025, and its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 7, 2025, and other documents filed by Needham with the SEC. Information regarding Provident’s directors and executive officers is available in its definitive proxy statement relating to its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 15, 2025, and its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025 and other documents filed by Provident with the SEC. Other information regarding the persons who may, under the SEC’s rules, be deemed to be participants in the proxy solicitation of Provident’s shareholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus regarding the proposed transaction and other relevant materials filed with the SEC when they become available, which may be obtained free of charge as described in the preceding paragraph. |
| 4 Source: S&P Capital IQ Pro and company website; Financial data as of the quarter ended 3/31/2025 Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; see Appendix for Pro Forma Net Income and EPS reconciliation. Pro Forma data is subject to various assumptions and uncertainties. See “Disclaimer and Caution Regarding Forward-Looking Statements" and slides 10 and 11 for key financial assumptions. Note: PVBC branch count excludes LPO (Loan Production Office) in Ponte Vedra Beach, FL (1) Assumes fully phased-in cost saves; 75% phased-in during 2026 and 100% in 2027 and thereafter Overview of Provident Bancorp, Inc. Acquisition Pro Forma Entity NBBK: 11 Branches PVBC: 7 Branches $7.1bn Assets $6.1bn Loans $5.9bn Deposits ~$800mm Tangible Equity 18 Branches 2.7 yrs TBV Earnback 6.1% TBV Dilution 1.23% ’26E Pro Forma ROAA(1) 12.3% CET1 Ratio at Close Transaction Impacts MA NH Boston, MA Concord, NH Springfield, MA ~19% ’26 EPS Accr. w/ fully phased-in cost saves |
| 5 12% 20% 21% 32% 23% 20% 12/31/2023 12/31/2024 3/31/2025 Mortgage Warehouse Enterprise Value Provident Bancorp, Inc. Snapshot Source: S&P Capital IQ Pro Note: Financial data as of 3/31/2025 Note: PVBC branch count excludes LPO (Loan Production Office) in Ponte Vedra Beach, FL (1) Leverage ratio per bank level regulatory filings as of 3/31/25 Standalone Branch Footprint Q1 2025 Financial Highlights Company Description Niche Lending Verticals PVBC: 7 Branches Portsmouth, NH Bedford, NH Amesbury, MA • Provident Bancorp, Inc. is the holding company headquartered in Amesbury, MA for BankProv and was founded in 1828 • Commercially-focused financial institution with 7 branches, operating primarily in the Seacoast Region of northeastern Massachusetts and southeastern New Hampshire • The company provides an array of traditional loan and deposit products and operates in niche lending verticals, including mortgage warehouse and enterprise value loans $1.6bn Assets 3.65% NIM 15.1% TCE / TA $1.3bn Loans 5.98% Yield on Loans 13.8% Leverage Ratio(1) $1.2bn Deposits 2.43% Cost of Deposits 26% NIB / Deposits % of Loan Portfolio Enterprise Value: Fast, flexible funding for entrepreneurs collateralized by business revenue Mortgage Warehouse: High-touch, personalized lending solutions tailored to help grow mortgage banking businesses |
| 6 Prudent opportunity to leverage capital while achieving high-teens EPS accretion Transaction Rationale + Enhances market presence in the greater Boston area via branch expansion into North Shore, MA, while also entering New Hampshire markets Culturally compatible institutions with a deep-rooted commitment to serving the Boston community through charitable foundations and community partnerships Needham remains well capitalized with additional capacity to continue to be opportunistic PVBC’s enterprise value and mortgage warehouse businesses complement Needham’s traditional commercial lending practice and will broaden overall lending capabilities |
| 7 Rank Institution Deposits in Market ($mm) Deposit Market Share (%) 1. Bank of America Corporation (NC) 88,771 28.0 2. Citizens Financial Group Inc. (RI) 58,640 18.5 3. Banco Santander S.A. 25,073 7.9 4. Eastern Bankshares Inc. (MA) 23,972 7.6 5. The Toronto-Dominion Bank 17,826 5.6 6. Independent Bank Corp. (MA) 14,861 4.7 7. Cambridge Financial Group Inc. (MA) 5,581 1.8 8. Berkshire Hills Bancorp Inc. (MA) 5,566 1.8 9. Salem Five Bancorp (MA) 5,380 1.7 10. M&T Bank Corp. (NY) 5,270 1.7 Pro Forma Franchise 4,930 1.6 11. Middlesex Bancorp MHC (MA) 4,576 1.4 12. JPMorgan Chase & Co. (NY) 3,949 1.2 13. NB Bancorp (MA) 3,923 1.2 14. Charlesbridge MHC (MA) 3,758 1.2 15. Leader Bancorp Inc. (MA) 3,681 1.2 16. IFS 1820 Bancorp MHC (MA) 3,137 1.0 17. Northern Bancorp Inc. (MA) 2,788 0.9 18. Hometown Financial Group MHC (MA) 2,384 0.8 19. Hingham Instit. for Savings (MA) 2,180 0.7 20. River Run Bancorp MHC (MA) 2,153 0.7 30. Provident Bancorp Inc (MA) 1,007 0.3 Total (Top 20): 283,469 89.6 Total: 316,519 100.0 Key Expansion into North Shore MA & Southern NH Source: S&P Capital IQ Pro; Deposit market share and demographic data as of 6/30/2024 Note: PVBC branch count excludes LPO (Loan Production Office) in Ponte Vedra Beach, FL (1) Demographics based on the pro forma deposit weighted average by county Pro Forma Market Demographics (1) Deposit Market Share: Boston-Cambridge-Newton, MA-NH MSA 1.52 2.11 1.66 1.04 NBBK PVBC Pro Forma MA $122 $101 $117 $98 NBBK PVBC Pro Forma MA 7.00 7.85 7.21 7.13 NBBK PVBC Pro Forma MA 2025 – 2030 Projected Population Change (%) 2025 Median Household Income ($000) 2025 – 2030 Projected Household Income Change (%) NBBK: 11 Branches PVBC: 7 Branches Boston-Cambridge-Newton, MA-NH MSA |
| 8 Expanding Branch Network into Existing Lending Markets Source: Company documents This transaction will provide Needham with a robust branch network in lending markets where credit is already being extended, solidifying their presence in the North Shore MA and Southern NH geographies $172.4mm In-Market Outstanding Credit Balances Credit Exposures in BankProv’s Markets $193.1mm In-Market Credit Available $365.5mm Total In-Market Credit $60mm Extension of credit to a mixed-use live/work/shop development in Salem, NH $52mm Construction loan for a condo development in Portsmouth, NH |
| 9 Construction 14% Residential R.E. 25% Owner Occupied CRE 14% Non-Owner Occupied CRE 24% C&I 14% Consumer & Other 9% Demand Deposits 14% NOW & Other Trans. Acct. 11% MMDA & Other Savings 29% Time Deposits 46% Pro Forma Loan & Deposit Distribution Pro Forma Construction 2% Residential R.E. 0.4% Owner Occupied CRE 12% Non-Owner Occupied CRE 32% Mortgage warehouse 21% Other C&I 13% Enterprise value 20% Consumer & Other 0.01% Demand Deposits 26% NOW & Other Trans. Acct. 6% MMDA & Other Savings 47% Time Deposits 21% Construction 12% Residential R.E. 19% Owner Occupied CRE 14% Non-Owner Occupied CRE 26% Mortgage warehouse 5% Other C&I 13% Enterprise value 4% Consumer & Other 7% Demand Deposits 16% NOW & Other Trans. Acct. 10% MMDA & Other Savings 33% Time Deposits 41% Yield on Loans: 6.64% Yield on Loans: 5.98% Yield on Loans: 6.49% Cost of Deposits: 3.06% Loan / Deposit Ratio: 103.2% Cost of Deposits: 2.43% Loan / Deposit Ratio: 112.5% Cost of Deposits: 2.93% Loan / Deposit Ratio: 105.3% $4.5bn $4.3bn $1.3bn $1.2bn $5.8bn $5.5bn Source: S&P Capital IQ Pro and company documents; Financial data as of or for the quarter ended 3/31/2025 Note: NBBK loan and deposit data per most recent GAAP filings and company documents; PVBC loan and deposit data per most recent GAAP filings Note: Pro forma detail excludes purchase accounting adjustments; totals may not sum appropriately due to rounding |
| 10 (1) Assumes termination of PVBC’s unallocated ESOP shares (2) Based on NBBK stock price of $16.62 as of 6/4/2025; Implied per share value for stock election of $11.48 and implied price per share of $12.24 (3) Assumes 1,113,092 PVBC options are cashed out with merger consideration (4) Reflects median of all nationwide bank and thrift deals with deal values between $100 million and $1 billion announced since 1/1/2024 (5) Based on PVBC estimated earnings per NBBK Management (6) Based on PVBC stock price of $11.35 as of 6/4/2025 Transaction Structure and Terms PVBC shareholders elect to receive $13.00 in cash or 0.691 of NBBK common stock (subject to proration) 50% stock / 50% cash (~5.9mm shares issued)(1) Pro forma ownership: ~87% NBBK / ~13% PVBC Aggregate Consideration: $212 million(1)(2)(3) Consideration and Structure Customary regulatory and PVBC shareholder approvals required Expected closing: Fourth Quarter of 2025 Timing & Approvals One PVBC Director to join NBBK’s Board of Directors No change to Needham’s executive leadership team Board Representation & Management Implied Transaction Metrics Transaction Metrics PVBC Transaction Comparable M&A Transactions(4) Price / TBV 0.93x 1.42x Price / FWD Earnings 14.2x(5) 11.7x Market Premium 8%(6) 20% |
| 11 Key Merger Assumptions NBBK Earnings per Street Analyst Estimates PVBC Earnings per NBBK Management Earnings ~$40mm pre-tax loan write-down accreted over 7 years After-tax AOCI of ~$1.5mm accreted over 7 years <$1mm net pre-tax write-down related to deposits and borrowings Interest Rate Marks Estimated cost savings of approximately 35% of PVBC’s non-interest expense base 75% phased-in during 2026 and 100% in 2027 and thereafter One-time pre-tax merger expense of $19.7mm, fully reflected in TBV at close Cost Saves and Merger Expense Gross credit mark of $36mm (equivalent to 1.9x PVBC’s projected reserve at closing) 35% Non-PCD / 65% PCD Non-PCD credit mark accreted over 7 years using straight-line method Day 2 CECL reserve equal to 1.0x Non-PCD credit mark Credit Intangibles 3.00% of PVBC’s core deposits; amortized over 10 years using sum-of-years digits method |
| 12 Comprehensive Due Diligence Review Credit & Underwriting Risk Management Finance & Accounting Branch Footprint Capitalization Loan / Deposit Portfolios Human Resources Legal Regulatory / Compliance Tax & Audit Operations ALCO & Funding Process Overview Key Diligence Focus Areas Extensive due diligence review of PVBC took place over a three-month timeframe NBBK management thoroughly examined all areas of the business, including strategy, client relationships, associate dynamics, and overall company culture Additional emphasis was placed on credit quality and niche lending verticals Credit Overview Needham’s senior management and credit teams took a granular approach in its loan review across all of PVBC’s major lending verticals Included in-depth assessment of PVBC’s risk appetite, underwriting process and credit standards Analyzed PVBC’s key lending relationships and largest loans by vertical, evaluated in the context of current market dynamics and aligned with Needham’s strategic business priorities |
| 13 A Team With Experience in Merger Integration Joseph Campanelli Chairman, President & CEO JP Lapointe EVP & Chief Financial Officer Kevin Henkin EVP & Chief Credit Officer Christine Roberts EVP & Chief Operating Officer Peter Bakkala EVP & Chief Risk Officer Mr. Campanelli has served as President and Chief Executive Officer of Needham Bank since joining the Bank in January 2017 and was elected Chairman in 2022. Mr. Campanelli has over 40 years of banking experience in a variety of senior and executive positions, including having served as the President and Chief Executive Officer of Sovereign Bancorp, Inc. and its subsidiary Sovereign Bank as well as Chairman, President and Chief Executive Officer of Flagstar Bancorp, Inc. and its subsidiary Flagstar Bank. Additionally, Mr. Campanelli has a long history of community involvement, currently serving on the board of the Massachusetts Business Roundtable, Boys and Girls Club of Boston and The One Hundred Club of Boston. During Mr. Campanelli's career, he has executed more than 20 bank acquisitions. Ms. Roberts is Executive Vice President and Chief Operating Officer of Needham Bank, a position she has held since January 2025 when she joined Needham Bank. Prior to this, Ms. Roberts was Executive Vice President of Citizens Pay at Citizens Bank since April 2022. Ms. Roberts had been employed at Citizens Bank since August 2012, where she held positions of increasing responsibility across the institution. Ms. Roberts’ experience at Citizens includes acquisition integrations. Mr. Lapointe joined the Bank in February 2024 as Executive Vice President and Chief Financial Officer. Prior to this, Mr. Lapointe was the Chief Financial Officer of Northeast Bank from November 2017 until February 2024. Prior to joining Northeast Bank, Mr. Lapointe served as a Senior Audit Manager at Wolf & Company, P.C. in its external and internal audit practices, with a focus on the financial services sector from 2004 to 2017. Mr. Lapointe is a certified public accountant registered in the Commonwealth of Massachusetts. Mr. Lapointe’s experience at Wolf & Company includes several merger and acquisitions and reviewing integrations and managing merger accounting. Mr. Henkin is Executive Vice President and Chief Credit Officer of Needham Bank, a position he has held since April 2018. In this role, Mr. Henkin has primary responsibility for managing all aspects of the credit risk management framework over the Bank’s lending operations. Mr. Henkin has over 30 years of banking experience, having served at other financial institutions as well as running a bank consulting firm for three years at which Mr. Henkin conducted external loan reviews, stress testing and due diligence for financial institutions. Mr. Henkin's loan review experience includes reviewing and assessing acquired credits to determine credit losses on acquired portfolios. Mr. Bakkala is Executive Vice President and Chief Risk Officer of Needham Bank, a position he has held since October 2016. In this role, Mr. Bakkala has primary responsibility for managing all aspects of the risk management framework over the Bank’s operations, including BSA, CRA, internal controls, and operational audits. Mr. Bakkala has over 30 years of banking experience, having served at other financial institutions, as well as leading a financial services advisory practice at KPMG for three years, in addition to spending over 9 years at Citizens Bank, where he held several high-level risk roles overseeing risk-related matters. Mr. Bakkala has had experience related to mergers and acquisitions at several of his roles held, including overseeing the build-out of risk related to Needham Bank’s acquisition of the cannabis portfolio in 2022. |
| 14 Continuing Community Commitment Source: NBBK 2024 Annual Report & PVBC 2024 Annual Report 35 Organizations Supported Through Volunteering 1,206 Total Volunteer Hours $191,500 Provident Community Charitable Organization Giving and Sponsorships $129,161 Branch Community Giving & Sponsorships $320,661 Total Donations & Sponsorships Recognized as one of the Massachusetts Best Banks by Forbes and Fortune Magazine Small Business Saturday Campaign to Advocate for and Support Local Businesses Recognized by The Boston Business Journal as one of the Most Charitable Organizations in Massachusetts $1.8mm Annual Giving over 2024 1,000+ Hours in Support of Community Activities Recognized by The Boston Globe as one of the Top Places to Work in 2024 Community initiatives and giving back have been key components of corporate strategy for both Needham and Provident and will remain a core focus post-merger |
| Appendix |
| 16 ($ in millions except for per share figures) 2026Y NBBK Earnings (Street Analyst Estimates) $66.0 PVBC Earnings (NBBK Management) 14.6 Combined Earnings $80.6 After-Tax Merger Adjustments Cost Savings (Fully Phased-In)(1) 12.0 Accretion of Rate Related Marks 3.9 Accretion of Non-PCD Mark 1.3 Elimination of PVBC's ESOP Expense 0.9 Core Deposit Intangible Amortization (3.7) Other Adjustments(2) (3.8) Total Merger Adjustments $10.6 Pro Forma Earnings $91.2 NBBK Standalone Earnings Per Share $1.84 Standalone NBBK Diluted Shares Outstanding(3) 35.9 Shares Issued to PVBC 5.9 Pro Forma Diluted Shares Outstanding 41.9 Pro Forma Earnings Per Share $2.18 Pro Forma EPS Accretion ($) $0.34 Pro Forma EPS Accretion (%) 18.6% Illustrative Pro Forma Earnings Reconciliation Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; Pro Forma data is subject to various assumptions and uncertainties. See “Disclaimer and Caution Regarding Forward-Looking Statements" and slides 10 and 11 for key financial assumptions. (1) Assumes fully phased-in cost saves; 75% phased-in during 2026 and 100% in 2027 and thereafter (2) Includes opportunity cost of transaction related charges (3) Assumes completion of NBBK share repurchase plan; includes share-based compensation awards granted in April 2025 |
| 17 Goodwill Reconciliation ($ in millions) At Close Transaction Consideration $211.8 PVBC Standalone Common Equity 246.2 Less: Excise Tax on Cash Consideration (1.1) Less: Goodwill and Intangibles 0.0 PVBC Standalone Tangible Common Equity $245.1 FMV Adjustments Loan Credit Mark (36.0) Reversal of ALLL 18.5 Loan Interest Rate Mark (39.6) Other Rate Related Marks 0.3 Core Deposit Intangible 27.9 Total FMV Adjustments ($28.9) Deferred Tax Asset / (Liability) 7.8 PVBC Adjusted Tangible Common Equity $223.9 Goodwill / (Bargain Purchase Gain) ($12.1) TBV Reconciliation ($ in millions except for per share figures) At Close Shares (mm) Per Share NBBK Standalone Common Equity(1) $748.1 39.8 Less: Goodwill and Intangibles (0.9) NBBK Standalone Tangible Common Equity $747.1 39.8 $18.77 Merger Adjustments Stock Consideration to PVBC 98.8 5.9 Bargain Purchase Gain / (Goodwill) 12.1 CDI (27.9) Deal Charge (14.8) CECL (9.2) Pro Forma Tangible Common Equity $806.2 45.7 $17.63 TBV per Share Dilution ($) ($1.15) TBV per Share Dilution (%) (6.1%) Pro Forma Tangible Book Value Reconciliation Note: Estimated financial impact is presented for illustrative purposes only. Includes purchase accounting marks and transaction related expenses; Pro Forma data is subject to various assumptions and uncertainties. See “Disclaimer and Caution Regarding Forward-Looking Statements" and slides 10 and 11 for key financial assumptions. (1) Assumes completion of NBBK share repurchase plan; includes share-based compensation awards granted in April 2025 |
