SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~September 712, 2019

PROVIDENT BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts

001-37504

45-3231576

(State or Other Jurisdiction

of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

5 Market Street, Amesbury, Massachusetts		01913
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (978) 834-8555

Not Applicable

(Former name or former address, if changed since last report)

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):

¨ x 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 (1717C ~~CFR~~FR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (1717C ~~CFR~~FR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, no par value per share

PVBC

The NASDAQ Stock Market LLC

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 x

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. x

Item 18.01 ~~Entry~~Other ~~Into a Material Definitive Agreement~~Events

On ~~August~~September 712, 2019, Provident Bancorp, Inc., a ~~Maryland~~Massachusetts corporation (~~the~~ “~~Company~~Old Provident”), announced that Provident Bancorp, Inc., a ~~Massachusetts~~Maryland corporation (“~~Old~~New Provident”), ~~The~~ ~~Provident~~had ~~Bank~~commenced ~~and~~a ~~Provident~~community ~~Bancorp~~offering ~~(the~~as ~~“MHC”)~~part ~~entered~~of ~~into~~its anstock ~~Agency~~offering ~~Agreement with Sandler O’Neill & Partners, L.P. (“Sandler”), who will assist the Company~~ in ~~selling~~connection ~~the~~with ~~shares of~~ the ~~Company’s common~~ mutual-to-stock on aconversion ~~best~~of ~~efforts~~Provident ~~basis~~Bancorp. inA ~~the~~copy ~~Company’s~~of ~~subscription~~the ~~and~~press ~~community~~release ~~offerings,~~is ~~and~~attached ~~will serve~~ as ~~sole~~Exhibit ~~manager~~99.1 ~~for~~to ~~any~~this ~~syndicated or~~Current ~~firm commitment underwritten offering~~Report.

~~Sandler~~On ~~will~~September ~~receive~~17, a2019, ~~fee~~Old ofProvident ~~1.0% of the~~announced ~~aggregate~~that ~~purchase~~New ~~price~~Provident ofhad ~~all~~ended ~~shares of common stock sold by~~ the ~~Company~~community ~~in the subscription~~ offering. ~~and~~A acopy ~~fee~~ of ~~1.5% of~~ the ~~aggregate~~ ~~purchase~~press ~~price~~release ofis ~~all~~attached ~~shares~~as ofExhibit ~~common stock sold by the Company in the community offering~~99.2 ~~No fee will be payable~~ to ~~Sandler~~ ~~with~~this ~~respect~~Current to shares purchased by directors, corporators, trustees, officers, employees or their immediate families and their personal trusts, and shares purchased by the Company’s employee benefit plans or trustsReport.

In the event a syndicated or firm commitment underwritten offering is conducted, the Company will pay fees of 5.5% of the aggregate purchase price of all shares of common stock sold in the syndicated or firm commitment underwritten offering to Sandler and any other broker-dealers included in the syndicated or firm commitment underwritten offering.

The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-232018) filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated August 7, 2019.

The foregoing description of the terms of the Agency Agreement is qualified in its entirety by references to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit	Description
1.1	Agency Agreement dated August 7, 2019, by and among the Company, Old Provident, The Provident Bank and the MHC and Sandler (exhibits omitted)
99.1	Press Release dated September 12, 2019
99.2	Press Release dated September 17, 2019

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.

	PROVIDENT BANCORP, INC.	~~PROVIDENT BANCORP, INC.~~
DATE: August 8, 2019	By:	/s/ David P. Mansfield
DATE: September 18, 2019	By:	/s/ Carol L. Houle
		David P. Mansfield
		Carol L. Houle
		President and Chief Executive Officer
		Executive Vice President and Chief Financial Officer

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