Form 4 Confirms Enterprise Bancorp–Independent Merger; 25k Shares Exchanged

Rhea-AI Filing Summary

On July 1, 2025, Enterprise Bancorp, Inc. (EBTC) director Jacqueline F. Moloney filed a Form 4 detailing the disposition of 25,718 shares of EBTC common stock. The shares were automatically converted in connection with the closing of the previously announced merger with Independent Bank Corp. Under the Agreement and Plan of Merger dated December 8, 2024, each EBTC share was exchanged for $2.00 in cash plus 0.60 shares of Independent common stock. All unvested restricted stock vested at the merger’s effective time and was included in the conversion. The transaction was coded “D” (disposition) and reported at a price of “0” because consideration was delivered in the form of cash and stock rather than an open-market trade. Following the conversion, Moloney reports no remaining direct EBTC share ownership, consistent with EBTC shares being retired post-merger.

Positive

• Merger completion confirmed: Form 4 shows EBTC shares converted per terms ($2.00 cash + 0.60 INDB share), removing deal-closure uncertainty.

Negative

• Insider no longer holds EBTC shares: Director’s entire 25,718-share position was disposed of, leaving no legacy insider ownership in the former entity.

Insights

Securities Analyst

TL;DR – Form 4 confirms EBTC-Independent merger closing; director’s 25,718 shares converted to cash and INDB stock, a mechanical but material milestone.

The filing is largely procedural, yet important because it provides evidence that the EBTC–Independent Bank Corp. merger reached its effective time on July 1, 2025. The director’s entire stake was disposed of under code D, reflecting mandatory conversion rather than elective selling pressure. Investors now know the exact merger consideration—$2.00 cash + 0.60 INDB share per EBTC share—and that even unvested restricted shares participated on equal terms. While the disclosure does not add new valuation data, it eliminates transaction-completion risk and signals that EBTC equity will be delisted. Overall impact on valuation is neutral to mildly positive: neutral because consideration was pre-set, positive because deal execution risk is removed.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Moloney Jacqueline F

(Last) (First) (Middle)

C/O ENTERPRISE BANCORP, INC.

222 MERRIMACK STREET

(Street)

LOWELL MA 01852

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTERPRISE BANCORP INC /MA/ [ EBTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		D		25,718	D	(1)	0(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of December 8, 2024 (the "Merger Agreement"), by and among Enterprise Bancorp, Inc. ("Enterprise"), Enterprise Bank and Trust Company, Independent Bank Corp. ("Independent") and Rockland Trust Company, each issued and outstanding share of Enterprise common stock was converted into the right to receive (i) $2.00 in cash and (ii) 0.60 shares of Independent common stock (subject to the payment of cash in lieu of fractional shares).

2. In accordance with the Merger Agreement, all unvested shares of restricted stock automatically vested in full at the Effective Time (as defined in the Merger Agreement) to the extent not previously forfeited, and was considered outstanding shares of Enterprise common entitled to receive the Merger Consideration (as defined in the Merger Agreement).

	/s/ Joseph R. Lussier as attorney-in-fact for Jacqueline F. Moloney	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did EBTC file on July 1, 2025?

A Form 4 reporting director Jacqueline F. Moloney’s disposition of 25,718 EBTC shares as part of the merger with Independent Bank Corp.

How many EBTC shares were involved in the Form 4?

25,718 common shares were converted.

What did EBTC shareholders receive in the merger?

Each EBTC share converted into $2.00 in cash plus 0.60 shares of Independent Bank Corp. common stock.

Why is the transaction price listed as 0?

Because shares were exchanged for cash and stock per the merger terms, not sold on the open market.

Did restricted EBTC shares vest before conversion?

Yes. All unvested restricted stock vested in full at the merger’s effective time and received the same consideration.