NB Bancorp Reports Asset Deal, Officer Changes

TL;DR

NB Bancorp closed an asset deal and shuffled execs/directors on Nov 15.

AI Summary

NB Bancorp, Inc. announced on November 15, 2025, the completion of an acquisition or disposition of assets. The filing also details the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. Additionally, it includes a Regulation FD Disclosure and financial statements and exhibits.

Why It Matters

This filing signals significant corporate actions at NB Bancorp, including potential strategic shifts through asset transactions and changes in its leadership structure.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate events like asset dispositions and changes in directorship/officers, which can introduce uncertainty.

Key Players & Entities

• NB Bancorp, Inc. (company) — Registrant
• November 15, 2025 (date) — Date of earliest event reported
• Needham, Massachusetts (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, Par Value $0.01 Per Share NBBK The Nasdaq Stock Mar
• $13.00 — ether, the "Stock Consideration"); or $13.00 per share in cash of Provident common s
• $12.69 — payment equal to the difference between $12.69 (defined in the Merger Agreement as the
• $120,000 — d for which the amount involved exceeds $120,000, and in which Mr. Reilly had or will ha
• $800,000 — o pay Mr. Reilly a severance payment of $800,000. Needham Bank has also agreed under the
• $12,000 — reement to pay Mr. Reilly approximately $12,000, an amount equal to his Medicare premiu
• $250,000 — laims, Needham Bank will pay Mr. Reilly $250,000 in consideration for his covenants unde
• $27,500 — ill receive a monthly consulting fee of $27,500. The foregoing summaries of Mr. Reilly

Filing Documents

• tm2531268d3_8k.htm (8-K) — 50KB
• tm2531268d3_ex99-1.htm (EX-99.1) — 23KB
• 0001104659-25-112965.txt ( ) — 249KB
• nbbk-20251115.xsd (EX-101.SCH) — 3KB
• nbbk-20251115_lab.xml (EX-101.LAB) — 33KB
• nbbk-20251115_pre.xml (EX-101.PRE) — 22KB
• tm2531268d3_8k_htm.xml (XML) — 4KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets . On November 15, 2025, NB Bancorp, Inc. ("Needham"), the holding company for Needham Bank, completed its acquisition of Provident Bancorp, Inc. ("Provident") and BankProv, a wholly owned subsidiary of Provident. Pursuant to the terms of the Agreement and Plan of Merger, dated June 5, 2025 (the "Merger Agreement"), by and among Needham, Needham Bank, 1828 MS Inc., a wholly owned subsidiary of Needham formed solely to facilitate the transaction ("Merger Sub"), Provident and BankProv, on November 15, 2025 at 12:01 a.m. (Eastern Time) (the "Effective Time"), Merger Sub merged with and into Provident (the "Merger"), and immediately thereafter, Provident merged with and into Needham, with Needham as the surviving entity (the "Holdco Merger"). Immediately following the Holdco Merger, BankProv merged 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"). Merger Consideration Under the terms of the Merger Agreement, each share of Provident common stock issued and outstanding immediately prior to the Effective Time, other than each share, if any, held by Provident as treasury stock, was converted automatically at the Effective Time into the right to receive, at the election of the holder of such share of Provident common stock, and subject to the allocation, proration and other procedures specified in the Merger Agreement, either: 0.691 shares of Needham common stock per share of Provident common stock (the "Exchange Ratio"), and cash in lieu of any fractional share (together, the "Stock Consideration"); or $13.00 per share in cash of Provident common stock (the "Cash Consideration"). The Stock Consideration and Cash Consideration are sometimes collectively referred to as the "Merger Consideration." The receipt of the Merger Consideration was subject in each case to applicable withholding ta

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . In accordance with the terms of the Merger Agreement, Needham and Needham Bank appointed Joseph B. Reilly to become director of Needham and Needham Bank, effective as of the Effective Time, with Mr. Reilly's term as a director of Needham and Needham Bank to expire in 2026. Immediately prior to the Effective Time, Mr. Reilly was the President and Chief Executive Officer and a director of Provident and BankProv. The only transaction since the beginning of Needham's last fiscal year on January 1, 2024, or any currently proposed transaction, in which Needham was or is to be a participant and for which the amount involved exceeds $120,000, and in which Mr. Reilly had or will have a direct or indirect material interest was the Merger Transaction described above under Item 2.01, and Mr. Reilly's Severance Pay Agreement and Consulting Agreement, each dated June 5, 2025, that he entered into concurrently with the Merger Agreement. Pursuant to the Severance Pay Agreement, which became effective on November 14, 2025, Mr. Reilly's employment with BankProv ceased and his employment agreement with BankProv terminated. In exchange for the termination of his employment agreement, Needham Bank has agreed to pay Mr. Reilly a severance payment of $800,000. Needham Bank has also agreed under the Severance Pay Agreement to pay Mr. Reilly approximately $12,000, an amount equal to his Medicare premium costs for 12 consecutive months. In addition, the Severance Pay Agreement provides that after the Effective Time and upon Mr. Reilly's delivery of a general release of claims, Needham Bank will pay Mr. Reilly $250,000 in consideration for his covenants under the Consulting Agreement not to compete with Needham Bank or Needham, and not to solicit the customers or employees of Needham Bank or Needham, in each case for a period of 1

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure . Biographical Information regarding Mr. Reilly Joseph B. Reilly was appointed Interim Co-President and Co-Chief Executive Officer of Provident Bancorp, Inc. and BankProv effective January 2023, Co-President and Co-Chief Executive Officer effective February 2023, and President and Chief Executive Officer effective February 2024. He has more than 35 years of experience in the New Hampshire banking industry and was the Co-Founder and President/CEO of Centrix Bank, which merged into Eastern Bank in 2014. Prior to Centrix, Mr. Reilly held positions at Bank of New Hampshire, TD Bank, Centerpoint Bank and Fleet Bank. Mr. Reilly is a former Chair and Director of the New Hampshire Bankers Association (NHBA); Chair of the NHBA Legislative Committee; State of New Hampshire Captain for Team 21, a national organization of the American Bankers Association (ABA); and a member of the Government Relations Council of the ABA. Mr. Reilly has also served on numerous not-for-profit board leadership positions. Mr. Reilly was elected Chair of the Board of Provident Bancorp, Inc. and BankProv in 2019 and served in those positions until his appointment as Interim Co-President and Co-Chief Executive Officer effective January 2023. Mr. Reilly was a director of BankProv since 2018 and of Provident Bancorp, Inc. since its inception. The Boards of Directors of Needham and Needham Bank appointed Mr. Reilly to serve as a director of Needham and Needham Bank because of his extensive banking experience, and strong customer and community relationships within BankProv's market area as it existed immediately prior to the Effective Time. CAUTION REGARDING FORWARD-LOOKING STATEMENTS This Current Report 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

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . d. The following exhibits are included with this Report: Exhibit Index Exhibit # Exhibit Description 99.1 Severance Pay Agreement dated June 5, 2025, by and between Joseph B. Reilly and Needham Bank 104 Cover page interactive data file (formatted as inline XBRL document).

SIGNATURES

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: November 17, 2025 By: /s/ Jean-Pierre Lapointe Jean-Pierre Lapointe Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR