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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF
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THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): February 16, 2024
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Provident Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-39090
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84-4132422
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(State or Other Jurisdiction
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(Commission File No.)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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5 Market Street, Amesbury, Massachusetts
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01913
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (978) 834-8555
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock
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PVBC
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The NASDAQ Stock Market LLC
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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).
Emerging growth company ☐
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(d) On February 16, 2024, the Boards of Directors of Provident Bancorp, Inc. (the “Company”) and BankProv, the Company’s wholly owned subsidiary, appointed Julienne Cassarino to
each entity’s Board of Directors, effective immediately. Ms. Cassarino has been appointed to the Company’s Audit and Nominating and Corporate Governance Committees.
Ms. Cassarino is not a party to any transaction with the Company or BankProv that would require disclosure under Item 404(a) of
Securities and Exchange Commission Regulation S-K. Ms. Cassarino will receive the standard compensatory arrangements that the Company currently provides its non-employee directors, as described in the Company’s proxy statement for its 2023 Annual
Meeting of Stockholders, as filed with the Securities and Exchange Commission on April 18, 2023, and is entitled to receive equity awards under the Company’s equity incentive plan.
On February 16, 2024, the Company
issued a press release announcing Ms. Cassarino’s appointment. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
Exhibit Description
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104 |
Cover Page Interactive Data File (embedded within Inline XBRL document)
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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.
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PROVIDENT BANCORP, INC.
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DATE: February 16, 2024
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By:
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/s/ Joseph B. Reilly
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Joseph B. Reilly
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President and Chief Executive Officer
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Press Release – For Immediate Release:
Press Contact: Kathleen Barrett
Phone: 603-334-1251
Email: kbarrett@bankprov.com
Provident Bancorp, Inc. Appoints Julienne Cassarino to Board of Directors
Amesbury, MA – February 16, 2024 – Provident Bancorp, Inc. (NASDAQ: PVBC), is pleased to announce the appointment of Julienne Cassarino to its Board of Directors, as well as the Board
of Directors of its operating subsidiary, BankProv, a future-ready commercial bank that offers technology-driven banking solutions to its clients. With over two
decades of experience as a distinguished bank analyst and investor, Ms. Cassarino brings a wealth of knowledge and expertise to the board.
Ms. Cassarino is the founder of Sycamore Analytics LLC, a business dedicated to providing comprehensive bank analysis and investment
advice for private bank investors. Her approach combines rigorous data analysis of company, industry, and economic data with invaluable insights and context. Additionally, she is the co-creator of VirtualBankConference.com, an innovative online
platform that facilitates meaningful connections between community banks and investors, particularly those with limited Wall Street coverage.
BankProv President and CEO, Joe Reilly, expressed his enthusiasm for Ms. Cassarino’s appointment, stating, "We are thrilled to welcome
Julienne to our Board of Directors. Her extensive experience, strategic insights, and dedication to excellence will undoubtedly enhance our governance and contribute significantly to Provident Bancorp's continued success."
Ms. Cassarino holds an MBA in Finance from the Wharton School, University of Pennsylvania, an MSc in Economics from the London School of
Economics, and a BA in Economics from Trinity College. She is a Certified Financial Analyst and an active member of the Hartford Society of Financial Analysts. Beyond her professional achievements, Ms. Cassarino is dedicated to community service,
volunteering with professional women’s empowerment organizations and contributing to the Girl Scouts of Connecticut.
Provident Bancorp, Inc. looks forward to benefiting from Ms. Cassarino's valuable contributions as she assumes her role on the Board of
Directors.
About BankProv
BankProv is a subsidiary of Provident Bancorp, Inc. (NASDAQ: PVBC). BankProv is a future-ready commercial bank that offers a
comprehensive suite of banking products for corporate clients. As a premier Banking-as-a-Service (BaaS) provider specializing in technology-driven banking solutions to niche markets, the Bank seeks to build financially strong and vibrant communities
by investing in the success of their clients through
understanding and solving their unique business needs. BankProv is a trusted advisor and partner to a wide range of niche,
technology-driven industries including renewable energy, fintech and enterprise value lending. Headquartered in Amesbury, Massachusetts, BankProv is the 10th oldest bank in the nation. The Bank insures 100% of deposits through a
combination of insurance provided by the Federal Deposit Insurance Corporation (FDIC) and the Depositors Insurance Fund (DIF). To learn more about the organization, visit bankprov.com.
Forward-Looking Statements
This news release may contain certain forward-looking statements, such as statements of the Company's or the Bank's plans, objectives,
expectations, estimates and intentions. Forward-looking statements may be identified by the use of words such as, "expects," "subject," "believe," "will," "intends," "may," "will be" or "would." These statements are subject to change based on various
important factors (some of which are beyond the Company's or the Bank's control) and actual results may differ materially. Accordingly, readers should not place undue reliance on any forward-looking statements (which reflect management's analysis of
factors only as of the date on which they are given). Readers should carefully review the risk factors described in other documents that the Company files from time to time with the Securities and Exchange Commission, including Annual and Quarterly
Reports on Forms 10-K and 10-Q, and Current Reports on Form 8-K.