Provident Bancorp (PVBC) Proxy Filing summary

Executive summary

• A merger agreement was signed for Needham to acquire Provident and BankProv, with the transaction involving a mix of cash and stock consideration for Provident shareholders, subject to proration so that 50% receive stock and 50% receive cash.

• Provident shareholders will receive either $13.00 in cash or 0.691 shares of Needham common stock per Provident share, with the final value dependent on Needham's share price at closing.

• The merger is expected to close in the fourth quarter of 2025, pending shareholder and regulatory approvals.

• Upon completion, Provident shareholders will own approximately 14.54% of the combined company.

• The merger is structured to qualify as a tax-free reorganization for most shareholders, with specific tax consequences depending on the form of consideration received.

Voting matters and shareholder proposals

• Shareholders are asked to vote on three proposals: approval of the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and approval to adjourn the meeting if necessary.

• Approval of the merger requires a majority of outstanding Provident shares; the compensation and adjournment proposals require a majority of votes cast.

• Directors and executive officers holding 2.74% of Provident shares have agreed to vote in favor of the merger.

• No appraisal or dissenters' rights are available to Provident shareholders under Maryland law.

Board of directors and corporate governance

• The Provident board unanimously recommends voting in favor of all proposals.

• One Provident director will join the Needham board, and up to four Provident directors will join Needham's advisory board.

• The merger agreement includes voting agreements with Provident directors and executive officers to support the transaction.