[Form 4] Enterprise Bancorp Inc. Insider Trading Activity

Rhea-AI Filing Summary

Enterprise Bancorp Inc. (EBTC) – Form 4 filed 1 July 2025

Director Normand E. Deschene reports the disposition of all 23,257 shares of Enterprise common stock he beneficially owned. The transaction occurred automatically at the closing of the previously announced merger between Enterprise Bancorp and Independent Bank Corp.

Under the Agreement and Plan of Merger dated 8 Dec 2024, each Enterprise share was converted into the right to receive $2.00 in cash plus 0.60 shares of Independent Bank Corp. common stock. Consequently, Deschene’s post-transaction EBTC holding is 0 shares (Transaction Code “D”).

All unvested restricted stock vested immediately at the merger’s effective time and was included in the exchange. No derivative securities were reported, and no separate price per share is shown because consideration was cash-and-stock rather than an open-market sale.

The filing confirms that the merger became effective on 1 July 2025, completing the conversion of Enterprise equity into the specified mix of cash and Independent Bank shares.

Positive

• Merger consideration finalized: each EBTC share converted into $2.00 cash plus 0.60 Independent Bank Corp. shares, providing liquidity and ongoing upside potential.

Negative

• Standalone EBTC equity eliminated: insider’s holdings reduced to zero, reflecting the end of EBTC as an independent public company.

Insights

M&A Specialist

TL;DR – Filing confirms merger close; EBTC shares converted to cash + Independent stock, eliminating insider’s position.

This Form 4 is procedural but material: it evidences the legal consummation of the Enterprise-Independent merger. The director’s 23,257 shares have been exchanged for the agreed consideration of $2 cash and 0.60 Independent Bank Corp. shares per EBTC share, bringing his EBTC ownership to zero. Investors now look to the value of the Independent shares received and any post-merger integration synergies. No red flags are indicated; the automatic vesting of restricted stock is standard in change-of-control transactions.

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^*

DESCHENE NORMAND E

(Last) (First) (Middle)

C/O ENTERPRISE BANCORP

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		23,257	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 Normand E. Deschene	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did EBTC shareholders receive in the merger?

Each share of Enterprise Bancorp common stock was exchanged for $2.00 in cash and 0.60 shares of Independent Bank Corp. common stock.

How many EBTC shares did Director Normand E. Deschene dispose of?

He disposed of 23,257 shares, representing his entire beneficial ownership.

Why does the Form 4 show a Transaction Code “D”?

Code “D” signifies a disposition; the shares were converted into cash and Independent stock at the merger’s effective time.

Are there any derivative securities reported in this filing?

No. Table II is empty, indicating no derivative positions were acquired or disposed of.

Did restricted stock awards vest as part of the merger?

Yes. All unvested restricted shares vested in full immediately prior to conversion, as stipulated in the merger agreement.