[Form 4] Enterprise Bancorp Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview: Enterprise Bancorp (EBTC) director John A. Koutsos reported the disposition of his entire 46,003 common shares on 07/01/2025. The shares were not sold on the open market; they were automatically converted in connection with the previously executed Agreement and Plan of Merger (dated 12/08/2024) in which each EBTC share was exchanged for $2.00 in cash plus 0.60 shares of Independent Bank Corp. (INDB). All unvested restricted stock fully vested at the merger’s effective time and received the same consideration. Following the conversion, the insider now reports 0 EBTC shares beneficially owned.

The filing is largely administrative, confirming that the merger consideration has been delivered and that insiders no longer have an equity position in EBTC. No purchase or sale price was set by the insider; the transaction simply reflects the closing mechanics of the merger.

Positive

• Merger consideration confirmed: Filing verifies each EBTC share was exchanged for $2.00 cash plus 0.60 INDB shares, aligning with prior deal terms.
• Restricted stock fully vested: Unvested grants automatically vested, eliminating future dilution overhang.

Negative

• None.

Insights

Financial Analyst

TL;DR Routine Form 4 shows insider shares converted in previously announced merger; no new valuation signal.

This Form 4 merely documents the mechanical conversion of Mr. Koutsos’ 46,003 EBTC shares into the preset cash/stock mix under the INDB merger. Because the economic terms were disclosed back in December 2024, the filing does not alter earnings outlooks, capital structure, or valuation for either party. It does, however, confirm that the transaction has progressed to the share-settlement stage, implying that closing conditions have been satisfied. From a portfolio standpoint, the data are neutral: there is no incremental information on pricing, synergies, or post-merger strategy.

Corporate Governance Expert

TL;DR Insider exit reflects merger completion; governance impact minimal.

The disposition eliminates Mr. Koutsos’ direct ownership in EBTC, consistent with directors exiting after an acquisition. Full vesting of restricted stock is standard under change-in-control clauses and does not raise red-flag compensation issues. No Rule 10b5-1 plan is cited, but none is required given the mandatory nature of the conversion. Overall governance implications are neutral; there are no signs of preferential treatment or unusual acceleration beyond the merger terms approved by shareholders.

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
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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^*

KOUTSOS JOHN A

(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		46,003	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 John A. Koutsos	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

How many EBTC shares did Director John A. Koutsos dispose of?

46,003 shares were converted under the merger on 07/01/2025.

What did EBTC shareholders receive per share in the merger with INDB?

Each share was exchanged for $2.00 in cash plus 0.60 shares of Independent Bank Corp. (INDB).

Does John A. Koutsos still hold any EBTC shares after this filing?

No. The Form 4 shows 0 shares beneficially owned following the transaction.

Why did restricted EBTC stock vest immediately?

The Merger Agreement triggered full vesting at the effective time, allowing restricted shares to receive the same merger consideration.

Is this Form 4 indicative of insider sentiment toward EBTC or INDB?

No. The disposal was automatic under merger terms, not a discretionary buy or sell decision.