SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A


UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*


PROVIDENT FINANCIAL HOLDINGS, INC.
(Name of Issuer)


Common Stock
(Title of Class of Securities)


743868101
(CUSIP Number)


12/31/2024
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐   Rule 13d-1(b)
☒   Rule 13d-1(c)
☐   Rule 13d-1(d)




SCHEDULE 13G/A
CUSIP No.
743868101


1 Names of Reporting Persons

M3 Funds, LLC
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 436,000.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 436,000.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

436,000.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

6.45 %
12 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Limited Liability Company


SCHEDULE 13G/A
CUSIP No.
743868101


1 Names of Reporting Persons

M3 Partners, LP
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 436,000.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 436,000.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

436,000.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

6.45 %
12 Type of Reporting Person (See Instructions)

PN



SCHEDULE 13G/A
CUSIP No.
743868101


1 Names of Reporting Persons

M3F, Inc.
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

UTAH
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 436,000.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 436,000.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

436,000.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

6.45 %
12 Type of Reporting Person (See Instructions)

IA, CO



SCHEDULE 13G/A
CUSIP No.
743868101


1 Names of Reporting Persons

Jason A. Stock
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 436,000.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 436,000.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

436,000.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

6.45 %
12 Type of Reporting Person (See Instructions)

IN



SCHEDULE 13G/A
CUSIP No.
743868101


1 Names of Reporting Persons

William C. Waller
2 Check the appropriate box if a member of a Group (see instructions)

☐  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 436,000.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 436,000.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

436,000.00
10 Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

☐
11 Percent of class represented by amount in row (9)

6.45 %
12 Type of Reporting Person (See Instructions)

IN




SCHEDULE 13G/A

Item 1. 
(a) Name of issuer:

PROVIDENT FINANCIAL HOLDINGS, INC.
(b) Address of issuer's principal executive offices:

3756 Central Avenue, Riverside, CA 92506
Item 2. 
(a) Name of person filing:

M3 Funds, LLC M3 Partners, LP M3F, Inc. Jason A. Stock William C. Waller
(b) Address or principal business office or, if none, residence:

For all persons filing, 2070 E 2100 S, Suite 250, Salt Lake City, UT 84109
(c) Citizenship:

M3 Funds, LLC is a Delaware limited liability company M3 Partners, LP is a Delaware limited partnership M3F, Inc. is a Utah corporation Mr. Stock and Mr. Waller are United States citizens
(d) Title of class of securities:

Common Stock
(e) CUSIP No.:

743868101
Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)☐   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)☐   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)☐   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)☐   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)☐   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)☐   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)☐   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
       please specify the type of institution:
(k)☐   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
 
Item 4.Ownership
(a) Amount beneficially owned:

The responses of each Reporting Person to row 9 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4. All of the reported shares are owned directly by M3 Partners, L.P. ("M3 Partners"), whose general partner is M3 Funds, LLC (the "General Partner") and whose investment adviser is M3F, Inc. (the "Investment Adviser"). The General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners. Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.
(b) Percent of class:

The responses of each Reporting Person to row 11 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.  %
(c) Number of shares as to which the person has:
  (i) Sole power to vote or to direct the vote:

The responses of each Reporting Person to row 5 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.

  (ii) Shared power to vote or to direct the vote:

The responses of each Reporting Person to row 6 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.

  (iii) Sole power to dispose or to direct the disposition of:

The responses of each Reporting Person to row 7 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.

  (iv) Shared power to dispose or to direct the disposition of:

The responses of each Reporting Person to row 8 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.

Item 5.Ownership of 5 Percent or Less of a Class.
 
Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.


Not applicable.
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.


Not applicable.
Item 8.Identification and Classification of Members of the Group.
 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.


Not applicable.
Item 9.Notice of Dissolution of Group.
 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.


Not applicable.

Item 10.Certifications:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
M3 Funds, LLC
 Signature:/s/ Jason A. Stock
 Name/Title:Jason A. Stock, Manager
 Date:02/12/2025
 
M3 Partners, LP
 Signature:By: M3 Funds, LLC, its General Partner /s/ Jason A. Stock
 Name/Title:Jason A. Stock, Manager
 Date:02/12/2025
 
M3F, Inc.
 Signature:/s/ Jason A. Stock
 Name/Title:Jason A. Stock, Managing Director
 Date:02/12/2025
 
Jason A. Stock
 Signature:/s/ Jason A. Stock
 Name/Title:Jason A. Stock
 Date:02/12/2025
 
William C. Waller
 Signature:/s/ William C. Waller
 Name/Title:William C. Waller
 Date:02/12/2025