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): ~~July~~August 197, 2019

PROVIDENT BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts	~~001-37504~~	45001-~~3231576~~37504	45-3231576
(State or Other Jurisdiction)	(Commission File No.)	(I.R.S. Employer
(State or Other Jurisdiction of Incorporation)		(Commission File No.)	(I.R.S. Employer Identification No.)
of Incorporation)		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):

¨ 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:

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

~~Securities~~Item ~~registered~~1.01 ~~pursuant~~Entry toInto ~~Section 12(b)~~a ofMaterial ~~the Act:~~Definitive Agreement

~~Title~~On ofAugust ~~each~~7, ~~class~~2019, ~~Trading~~Provident ~~Symbol~~Bancorp, ~~Name~~Inc., a Maryland corporation (the “Company”), Provident Bancorp, Inc., a Massachusetts corporation (“Old Provident”), The Provident Bank and Provident Bancorp (the “MHC”) entered into an Agency Agreement with Sandler O’Neill & Partners, L.P. (“Sandler”), who will assist the Company in selling the shares of ~~each~~the ~~exchange~~Company’s common stock on a ~~which~~best ~~registered~~efforts ~~Common~~basis ~~stock~~in the Company’s subscription and community offerings, noand ~~par~~will ~~value~~serve ~~PVBC~~as ~~The~~sole ~~NASDAQ~~manager ~~Stock~~for ~~Market~~any ~~LLC~~syndicated or firm commitment underwritten offering.

~~Item~~Sandler 2will receive a fee of 1.020% ~~Results~~of the aggregate purchase price of ~~Operations~~all shares of common stock sold by the Company in the subscription offering and ~~Financial~~a ~~Condition~~fee of 1.5% of the aggregate purchase price of all shares of common stock sold by the Company in the community offering. No fee will be payable to Sandler with respect 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 trusts.

OnIn ~~July~~the ~~19,~~event ~~2019, Provident Bancorp, Inc. issued~~ a ~~press~~syndicated ~~release~~or ~~announcing~~firm ~~its~~commitment underwritten ~~earnings~~offering ~~for~~is ~~the quarter ended June 30~~conducted, ~~2019. A copy of~~ the ~~press~~Company ~~release~~will ispay ~~attached~~fees ~~as Exhibit~~of 995.15% ~~hereto~~of ~~and~~the ~~incorporated~~aggregate ~~herein~~purchase byprice ~~reference.~~of ~~The~~all ~~information~~shares ~~contained~~of incommon ~~this Item 2.02, including the related~~stock ~~information~~sold ~~set forth~~ in the ~~press~~syndicated ~~release,~~or isfirm ~~being~~commitment ~~“furnished”~~underwritten ~~and~~offering ~~shall~~to ~~not~~Sandler beand ~~deemed~~any ~~“filed”~~other ~~for~~broker-dealers ~~the purposes~~included ofin ~~Section 18 of~~ the ~~Securities~~syndicated or ~~Exchange~~firm ~~Act~~commitment ofunderwritten ~~1934~~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
99.1	Press release dated July 19, 2019
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)

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.
DATE: July 22, 2019	By:	/s/ David P. Mansfield
DATE: August 8, 2019	By:	/s/ David P. Mansfield
		David P. Mansfield
		President and Chief Executive Officer

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