Enterprise Bancorp Form 4: All Insider Shares Exchanged for INDB Stock

Rhea-AI Filing Summary

Form 4 filing for Enterprise Bancorp Inc. (EBTC) reports that director Nickolas Stavropoulos disposed of all remaining EBTC common shares on 07/01/2025 in connection with the closing of the previously-announced merger with Independent Bank Corp. (INDB).

• Direct holdings: 5,291.2761 shares were converted.
• Indirect holdings (trust): 4,843 shares were converted.
• Post-transaction EBTC ownership: 0 shares (both direct and indirect).

Under the Agreement and Plan of Merger dated 12/08/2024, each EBTC share was exchanged for $2.00 in cash plus 0.60 INDB shares. All unvested restricted stock vested at the effective time and received the same merger consideration. The filing is administrative in nature and does not indicate an open-market sale; it reflects the elimination of EBTC equity as the merger closed.

Positive

• Merger consideration delivered: each EBTC share converted into $2.00 cash plus 0.60 INDB shares, providing liquidity and upside exposure to the combined entity.

Negative

• Termination of EBTC insider ownership: directors now hold no EBTC shares, but this is mechanical due to the company’s merger-driven delisting.

Insights

Financial Analyst

TL;DR: Insider’s EBTC shares converted to cash & INDB stock; no open-market sale, neutral signal.

The Form 4 simply records automatic conversion of Mr. Stavropoulos’s 10,134.2761 EBTC shares (direct + trust) into the merger consideration. Because EBTC ceases to trade post-merger, the zero share balance is expected and does not imply insider sentiment. Investors should instead focus on INDB stock performance and projected merger synergies previously disclosed. No pricing, earnings, or new corporate guidance is provided here, so market impact is minimal.

Corporate Governance Specialist

TL;DR: Filing confirms clean Section 16 compliance on merger close; no governance red flags.

This disclosure fulfills Rule 16a obligations, demonstrating timely reporting of automatic share conversion. Footnotes clarify dividend-reinvestment accretions and accelerated vesting of restricted stock—both standard in bank M&A. No unusual compensation adjustments or side agreements appear. From a governance perspective, the transition to INDB equity is routine and well-documented.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

STAVROPOULOS NICKOLAS

(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		5,291.2761(1)(2)	D	(3)	0(4)	D
Common Stock	07/01/2025		D		4,843	D	(3)	0	I	by Trust

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. Includes 41.2061 shares acquired through dividend reinvestment on 9/3/2024.

2. Includes 34.0548 shares acquired through dividend reinvestment on 12/2/2024.

3. 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).

4. 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 attorney-in-fact for Nickolas Stavropoulos	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Nickolas Stavropoulos report in this EBTC Form 4?

He disclosed the conversion of 10,134.2761 EBTC shares (direct and trust) into merger consideration, leaving him with 0 EBTC shares.

Was there an open-market sale of EBTC shares?

No. The shares were automatically converted under the merger terms; no shares were sold on the market.

What is the merger consideration for EBTC shareholders?

Each EBTC share receives $2.00 in cash plus 0.60 shares of Independent Bank Corp. (INDB).

Why did restricted stock vest automatically?

The Merger Agreement stipulated full vesting of unvested restricted shares at the effective time so they could receive the same merger consideration.

Does the filing indicate insider sentiment about INDB?

The filing is administrative; it does not reflect buying or selling decisions regarding INDB shares.