[Form 4] Enterprise Bancorp Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview: President and Director Richard W. Main reported the final disposition of all 223,243 shares of Enterprise Bancorp, Inc. (EBTC) common stock and the cancellation of multiple stock-option grants on 01 July 2025.

Key transaction details

• Equity conversion: Each Enterprise share was converted into $2.00 cash plus 0.60 shares of Independent Bank Corp. ("Independent") under the December 8, 2024 Merger Agreement.
• Restricted-stock vesting: 2,147 unvested restricted shares automatically vested at the merger’s effective time; these shares were withheld (Code F) at $39.64 to satisfy tax obligations.
• Total disposition: Main reported a Code D transaction for 223,243 shares, reducing direct EBTC ownership to 0.
• Options settlement: Seven option grants (exercise prices ranging from $21.86 to $38.58) covering 8,944 shares were cashed out; no derivative securities remain.

Interpretation: The filing confirms consummation of the Enterprise-Independent merger and the automatic cash/share conversion for insiders. No open-market sales occurred; the dispositions reflect mandatory treatment at closing. Following these actions, Main no longer has a reportable ownership position in EBTC.

Positive

• Merger completion confirmed: Filing evidences that the Enterprise–Independent merger reached its effective time, delivering agreed consideration.
• Shareholder clarity: Provides exact cash ($2.00) and share (0.60 INDB) conversion ratio for each EBTC share.

Negative

• Insider no longer holds EBTC equity: President/Main’s ownership falls to zero, eliminating direct insider alignment with remaining EBTC shares (if any still trade).

Insights

Financial Analyst

TL;DR: Filing signals merger close; insider's shares and options converted to cash/INDB equity—no incremental market impact on EBTC.

The Code D disposition of 223,243 shares and cash settlement of 8,944 options result from the previously announced merger with Independent Bank Corp. Rather than elective selling, the transactions are mechanical, using the agreed $2 cash plus 0.60 INDB share conversion rate and option cash‐out formula. Because the economics were embedded in the merger terms and likely priced in, the disclosure is largely housekeeping. Investors gain confirmation that restricted shares vested and taxes were covered at $39.64, implying an enterprise equity value roughly consistent with prior deal metrics. Impact on EBTC trading is negligible as the listing will be absorbed into INDB once the share exchange completes.

M&A Specialist

TL;DR: Insider Form 4 validates full execution of merger conversion mechanics—supportive evidence that deal closed on schedule.

The footnotes mirror standard change-of-control provisions: automatic vesting of unvested equity and cash-out of underwater or in-the-money options based on "Per Share Cash Equivalent Consideration." The absence of residual EBTC holdings aligns with statutory merger completion, eliminating potential insider conflicts post-close. From a corporate-governance perspective, this fulfils Rule 16(a) obligations and provides transparency on consideration delivered to senior leadership. No red flags emerge regarding unusual pricing or selective benefits; terms follow the public merger agreement dated 08 Dec 2024.

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^*

MAIN RICHARD W

(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
X	Officer (give title below)		Other (specify below)
	President

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		F		2,147	D	$39.64	223,243(1)	D
Common Stock	07/01/2025		D		223,243	D	(2)	0(1)	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
Option (Right to Buy)	$30.46	07/01/2025		D			1,150	(3)	03/21/2027	Common Stock	1,150	(3)	0	D
Option (Right to Buy)	$34.33	07/01/2025		D			1,089	(3)	03/20/2028	Common Stock	1,089	(3)	0	D
Option (Right to Buy)	$21.86	07/01/2025		D			1,651	(3)	03/14/2026	Common Stock	1,651	(3)	0	D
Option (Right to Buy)	$29.84	07/01/2025		D			1,500	(3)	03/19/2029	Common Stock	1,500	(3)	0	D
Option (Right to Buy)	$28.22	07/01/2025		D			1,553	(3)	03/17/2030	Common Stock	1,553	(3)	0	D
Stock Option (Right to Buy)	$32.73	07/01/2025		D			1,093	(3)	03/15/2031	Common Stock	1,093	(3)	0	D
Stock Option (Right to Buy)	$38.58	07/01/2025		D			908	(3)	03/14/2032	Common Stock	908	(3)	0	D

Explanation of Responses:

1. 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).

2. 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).

3. In accordance with the Merger Agreement, each option to purchase Issuer common stock, whether vested or unvested, automatically converted to the right to receive a cash payment equal to (i) the number of shares of Enterprise common stock provided for in such option and (ii) the excess, if any, of the Per Share Cash Equivalent Consideration (as defined in the Merger Agreement) over the exercise price per share of Enterprise common stock provided for in such option, which cash payment was made without interest and was net of all applicable withholding taxes.

	/s/ Joseph R. Lussier as attorney-in-fact for Richard W. Main	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).
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FAQ

What transaction did Richard W. Main report in EBTC's July 1 2025 Form 4?

He disclosed the automatic disposition of 223,243 EBTC shares and the cash settlement of 8,944 stock-option shares due to the merger.

What consideration did EBTC shareholders receive in the merger?

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

Were any open-market sales involved in this Form 4?

No. All dispositions were mandatory conversions or tax-withholding transfers associated with the merger.

How many EBTC shares does Richard W. Main own after the transaction?

He reported 0 shares and 0 derivative securities following the merger’s effective time.

What was the price used for the tax-withholding share transfer?

2,147 shares were withheld at $39.64 per share to cover taxes on vested restricted stock.