[Form 4] Enterprise Bancorp Inc. Insider Trading Activity

Rhea-AI Filing Summary

Enterprise Bancorp, Inc. (EBTC) – Form 4 insider transaction linked to merger closing

On 01 July 2025, Executive Vice President Jamie L. Gabriel filed a Form 4 reporting the automatic disposition of his entire Enterprise Bancorp equity position as a direct result of the company’s merger with Independent Bank Corp.

• Common stock: 1,111 shares were withheld at $39.64 (Code F) to cover taxes upon vesting of previously unvested restricted stock. The remaining 15,744.1129 shares were converted and disposed of (Code D), leaving 0 shares owned.
• Equity awards: Five tranches of stock options (total = 1,809 options, strike prices $28.22-$38.58) were cancelled (Code D) and cashed-out in accordance with the merger terms.

The Merger Agreement (signed 08 Dec 2024) stipulates that each EBTC share is exchanged for $2.00 cash plus 0.60 shares of Independent common stock. All unvested restricted shares vested immediately, and each option was settled for cash equal to the in-the-money value.

Following the transactions, the reporting insider holds no EBTC securities, confirming that the merger has closed and that EBTC shareholders have transitioned to cash and Independent Bank Corp equity. The filing is largely procedural but signals completion of the deal and eliminates EBTC insider ownership.

Positive

• Merger consummation confirmed: Each EBTC share converted into $2.00 cash plus 0.60 Independent Bank Corp share, delivering immediate value and continued upside exposure.
• Full vesting of restricted stock and cash settlement of options provide clarity on employee compensation and remove potential equity overhang.

Negative

• Insider ownership eliminated: EVP Jamie L. Gabriel now holds zero EBTC shares, ending direct alignment with the former enterprise.
• Option cancellation forecloses any future upside from previous EBTC equity awards, relying solely on cash payouts.

Insights

M&A Specialist

TL;DR Merger closed; insider equity converted to $2 cash + 0.60 INDB share per EBTC, options cashed out, no shares remain.

The Form 4 corroborates the legal completion of Enterprise Bancorp’s acquisition by Independent Bank Corp. All insider equity instruments have been settled in line with the merger terms: restricted shares vested, options cancelled for cash, and common shares exchanged for the agreed mix of cash and INDB stock. This provides immediate liquidity and transfers upside potential to INDB shares. From a deal-risk standpoint, the filing removes closing uncertainty and validates consideration mechanics outlined in the December 2024 agreement.

Securities Analyst

TL;DR Insider exits EBTC position; shareholders now hold INDB exposure after cash component.

Gabriel’s zero remaining ownership simply reflects that EBTC equity has ceased to exist post-merger. Investors should focus on the valuation of 0.60 × INDB versus prior EBTC trading levels. The $2 cash kicker adds downside protection. Option cash-outs remove future dilution, modestly positive for INDB’s pro-forma share count. Overall impact is neutral-to-positive for former EBTC holders and non-impactful for INDB given small relative size.

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^*

GABRIEL JAMIE L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP- Principal Subsidiary

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		1,111	D	$39.64	15,744.1129(1)	D
Common Stock	07/01/2025		D		15,744.1129	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)	$34.33	07/01/2025		D			344	(3)	03/20/2028	Common Stock	344	(3)	0	D
Option (Right to Buy)	$29.84	07/01/2025		D			238	(3)	03/19/2029	Common Stock	238	(3)	0	D
Option (Right to Buy)	$28.22	07/01/2025		D			491	(3)	03/17/2030	Common Stock	491	(3)	0	D
Stock Option (Right to Buy)	$32.73	07/01/2025		D			345	(3)	03/15/2031	Common Stock	345	(3)	0	D
Stock Option (Right to Buy)	$38.58	07/01/2025		D			391	(3)	03/14/2032	Common Stock	391	(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.

	Joseph R. Lussier as attorney-in-fact for Jamie Gabriel	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 Form 4 reveal about EBTC insider Jamie Gabriel?

He disposed of all 15,744.1129 EBTC common shares and 1,809 options as part of the merger closing, leaving him with zero EBTC ownership.

How many EBTC shares were converted in the merger?

Each outstanding EBTC share, including Gabriel’s holdings, converted into $2.00 cash plus 0.60 Independent Bank Corp (INDB) shares.

What happened to unvested EBTC restricted stock?

All unvested restricted shares automatically vested at the merger’s effective time and received the same cash/stock consideration.

Were EBTC stock options affected?

Yes. A total of 1,809 options across five grants were cancelled and settled for cash equal to their in-the-money value, net of taxes.

Does Jamie Gabriel still hold any EBTC securities?

No. After the transactions his beneficial ownership of EBTC securities is zero.

When was the transaction date on the Form 4?

The report lists July 1, 2025 as the transaction and deemed execution date.