[Form 4] Enterprise Bancorp Inc. Insider Trading Activity

Rhea-AI Filing Summary

Middlefield Banc Corp. (MBCN) – Form 4 insider activity

Director James J. McCaskey filed a Form 4 reporting a grant of 405 restricted stock units (RSUs) on 06/27/2025 under the company’s Director Compensation Program. The RSUs vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual shareholders’ meeting, and confer no voting or dividend rights until vested.

Following the reported transactions, the director’s aggregate beneficial ownership consists of:

• 5,523.79 shares held directly (includes shares acquired via the dividend reinvestment plan)
• 4,706.314 shares held jointly with his spouse
• 1,372 shares held indirectly through his spouse’s retirement account
• 405 unvested RSUs from the current award

No open-market purchase or sale price was disclosed, indicating the award is non-cash compensation and does not affect company liquidity. The filing reflects routine director equity compensation and results in a modest incremental increase in insider ownership without signaling a directional view on the stock.

Positive

• 405 RSU grant modestly increases insider ownership, enhancing director–shareholder alignment without cash outlay or immediate dilution.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine 405-share RSU grant; negligible dilution, neutral financial impact, mildly positive for director–shareholder alignment.

The Form 4 shows a standard equity award rather than an open-market transaction. Because the grant involves only 405 shares and vests within a year, it represents an immaterial fraction of Middlefield Banc Corp.’s outstanding shares (exact float not provided). There is no cash cost to the director and no immediate cash outflow from the company. Such awards are common governance practice aimed at aligning board members’ interests with shareholders. Investment implication: neutral to slightly positive; it neither changes the company’s financial profile nor provides directional insight into insider sentiment beyond continued board engagement.

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^*

CONWAY JAMES F III

(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		37,420	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 James F. Conway, III	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

How many shares did MBCN director James J. McCaskey receive?

He was granted 405 restricted stock units on 06/27/2025.

When do the newly granted RSUs to James J. McCaskey vest?

The RSUs vest on the earlier of one year after the grant date or the next annual shareholders’ meeting.

What is James J. McCaskey’s total beneficial ownership in MBCN after this filing?

After the grant he beneficially owns 5,523.79 direct shares, 4,706.314 joint shares, 1,372 indirect shares, and 405 unvested RSUs.

Did the Form 4 disclose any open-market purchase or sale price?

No. The filing indicates the RSU grant was part of board compensation, with no cash consideration reported.

Does the RSU grant provide voting or dividend rights before vesting?

No. Until vesting, the RSUs confer no voting rights, no dividends, and no other shareholder rights.