PVBC Provident Bancorp, Inc. /MD/ - 8-K

Item 2.01

Completion of Acquisition or Disposition of Assets

On November 17, 2025, at 12:01 a.m. Eastern Time,
the Merger was consummated. Immediately thereafter, the HoldCo Merger and the Bank Merger were consummated.

Upon the terms and conditions set forth in the
Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of Provident Bancorp outstanding immediately
prior to the Effective Time, other than certain shares held by Provident Bancorp or NB Bancorp, was converted into the right to receive,
at the election of the holder, either (i) 0.691 shares of NB Bancorp common stock (the “Stock Consideration”) or (ii) $13.00
in cash (the “Cash Consideration”), subject to proration procedures to ensure that 50% of the shares of Provident Bancorp
common stock are converted into the Stock Consideration. Holders of shares of Provident Bancorp common stock who receive shares of NB
Bancorp common stock as a result of the Merger will receive cash in lieu of fractional shares (the Stock Consideration, the Cash Consideration
and any cash in lieu of fractional shares collectively, the “Merger Consideration”).

The foregoing description of the Transaction and
the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 3.01

Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As a result of the Merger,
Provident Bancorp no longer fulfills the listing requirements of the NASDAQ Capital Market
(“NASDAQ”). Provident Bancorp notified NASDAQ that trading in Provident Bancorp common stock should be suspended and the listing
of Provident common stock should be removed, in each case effective as of the Effective Time, and requested that NASDAQ file with the
U.S. Securities and Exchange Commission (the “SEC”) a notification of removal from listing and registration of Company common
stock on Form 25 to effect the delisting of all shares of Provident Bancorp common stock from NASDAQ and the deregistration of such Provident
Bancorp common stock under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). NB Bancorp, as
successor to Provident Bancorp, intends to file with the SEC a certification on Form 15 requesting the termination of the registration
of the Provident Bancorp common stock under Section 12(g) of the Exchange Act and the suspension of Provident Bancorp’s reporting
obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03

Material Modification to the Rights of Security Holders

The information set forth
under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

At the Effective Time,
each holder of shares of Provident Bancorp common stock issued and outstanding immediately prior to the Effective Time ceased to have
any rights as a stockholder of Provident Bancorp other than (except with respect to certain shares
held by Provident Bancorp or NB Bancorp) the right to receive the Merger Consideration
in accordance with the Merger Agreement.

Item 5.01

Changes in Control of Registrant

The information set forth
under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers

As of the Effective Time,
and pursuant to the terms of the Merger Agreement, Provident Bancorp’s directors and executive officers ceased serving as directors
and executive officers of Provident Bancorp.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As a result of the Merger,
at the Effective Time, Provident Bancorp ceased to exist and the Articles of Incorporation and the Bylaws of Provident Bancorp ceased
to be in effect by operation of law. The Articles of Incorporation and Bylaws of NB Bancorp, as in effect immediately prior to the Effective
Time, remain in effect as the Articles of Incorporation and Bylaws of the surviving entity of the Merger. Copies of the Articles of Incorporation
and Bylaws of NB Bancorp are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated
herein by reference.

The information set forth
in Item 2.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 5.03.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.

Exhibit No.

Description

2.1

Agreement and Plan of Merger by and among NB Bancorp, Inc., Needham Bank, 1828 MS, Inc., Provident Bancorp, Inc., and BankProv, dated
as of June 5, 2025 (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K of Provident Bancorp, Inc. (File
No. 001-39090), filed with the Securities and Exchange Commission on June 5, 2025)*

3.1

Articles of Incorporation
of NB Bancorp, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (file no. 333-272567),
filed June 9, 2023.)

3.2

Bylaws of NB Bancorp,
Inc. (incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (file no. 333-272567), filed June 9,
2023.)

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*

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.